Common use of Restrictions Clause in Contracts

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will not at any time hereafter make use of or disclose or divulge to any person other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; (b) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion DateEach Subscriber understands that: (ai) they will not at The sale or resale of all or any time hereafter make use of or disclose or divulge to any person other than to officers or employees portion of the Group and/or PACT Securities has not been and companies within is not being registered under the PACT group companies whose province it is Securities Act or any applicable state securities laws, and all or any portion of the Securities may not be transferred unless: (A) the Securities are sold pursuant to know an effective registration statement under the same or for Securities Act; (B) the purposes of carrying on Subscriber shall have delivered to the Business Company, at the cost of the Company, any information relating a customary opinion of counsel that shall be in form, substance and scope reasonably acceptable to the Companies or the subsidiaries other than any information properly available Company, to the public effect that the Securities to be sold or disclosed transferred may be sold or divulged transferred pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable exemption from such confidential information for their business or affairs unless agreed otherwise by the Purchaserregistration; (bC) they will not at any time hereafter the Securities are sold or transferred to an “affiliate” (as defined in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name Rule 144) of the Company Subscriber who agrees to sell or otherwise transfer the Securities only in accordance with this Section 5(a) and shall use all reasonable endeavors to procure that no such name shall be used by any personwho is an “accredited investor”, firm or company with which it is/they are connected provided that as defined in Rule 501(a) of Regulation D, as amended, under the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the BusinessSecurities Act; (cD) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely Securities are sold pursuant to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiariesRule 144; or (cE) deal withthe Securities are sold pursuant to Regulation S under the Securities Act (or a successor rule); and, canvassin each case, solicit or approach or cause the Subscriber shall have delivered to be dealt withthe Company, canvassed, solicited or approached for business in competition with at the Business carried on by cost of the Company or its subsidiaries at Completion, any person who is or was in the previous 12 monthsCompany, a customercustomary opinion of counsel, supplier in form, substance and scope reasonably acceptable to the Company. Notwithstanding the foregoing or client of anything else contained herein to the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in contrary, the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as Securities may be necessary to make it valid and effectivepledged as collateral in connection with a bona fide margin account or other lending arrangement. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake Each Holder agrees not to the Purchaser that after the Completion Datesell or transfer in any manner ------------ any of such Holder's Shares or any right or interest therein except as provided below in this Section: (a) they will not at any time hereafter make use No Holder may transfer or otherwise dispose of or disclose or divulge to any person other than to officers or employees its Shares without the prior approval of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the CompanyBoard, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they which shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by be withheld as long as the Purchaser;requirements of this Section 6 have been satisfied. (b) they will not at any time hereafter For a period of three (3) years after the effective date of the incorporation of LAK, such Holder may transfer or otherwise dispose of its Shares only if a Holder or Holders of a majority of Shares owned by all of other Holders approve in relation advance in writing such transfer or disposition. (c) After three (3) years from the effective date of the incorporation of LAK, (i) A Holder which wishes to any tradetransfer its Shares shall first give written notice ("Notice") to all of the other Holders stating its bona fide intention to transfer, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company proposed transferee, the number of offered Shares and the price, terms and conditions of the proposed sale or transfer. (ii) Each other, non-offering Holder shall use have the right to purchase that portion of the Shares offered as the total number of Shares then owned by such Holder bears to the total number of Shares then owned by all reasonable endeavors to procure that no such name of the non-offering Holders. Such right shall be used exercisable by any personwritten notice to the offering Holder not later than thirty (30) days after delivery of the Notice. The price and terms for the non-offering Holders shall be the price and terms stated in the Notice. (iii) If all of the non-offering Holders do not exercise their rights described in paragraph (ii) of Section 6.1(c), firm or company with the offering Holder shall so notify in writing ("Second Notice") each Holder which it is/they are connected provided that exercised its right under paragraph (ii) of Section 6.1(c), and each such Holder shall have the Company and its subsidiaries right to purchase all of the remaining Shares offered, which right shall be exercisable by written notice to the offering Holder within ten (10) days after delivery of the Second Notice. If more than one Holder elects to purchase such remaining Shares, each Holder who wishes to purchase such remaining Shares shall be entitled to use purchase that portion of such remaining Shares as the name "Octavian" for total number of Shares then owned by such Holder bears to the purposes total number of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7;Shares then owned by all Holders who wish to purchase such remaining Shares. (d) they shall The Shares not do anything which is reasonably likely purchased by the non-offering Holders pursuant to prejudice Section 6.1(c) may, during ninety (90) days beginning on the goodwill expiration of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent last applicable right of the Purchasernon-offering Holders, for be transferred to the transferee named in the Notice; provided that (i) such sale or transfer is not at a period of 3 years after Completion: lower price or on terms more favorable to the transferee than those specified in the Notice; and (aii) carry on or be engaged or interested directly or indirectly prior to such transfer, such transferee agrees in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor writing to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on become bound by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each terms and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts conditions of this clause as remain not so deletedAgreement upon transfer of such Shares. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) Notwithstanding any term or condition of this Section 6, each Holder may transfer its Shares to an Affiliate of that Holder or in connection with a merger or sale of all or substantially all of the Company assets of the Holder provided that: (i) prior to such transfer, such Affiliate or transferee agrees in writing to become bound by the terms and its subsidiaries carrying on the Business.conditions of this Agreement upon transfer of such Shares;

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will Each Holder agrees not at to make any time hereafter make use disposition of all or disclose or divulge to any person other than to officers or employees portion of the Group and/or PACT Registrable Securities unless and companies within until the PACT group companies whose province it is to know the same or transferee has agreed in writing for the purposes benefit of carrying on the Business Company to be bound by this Section 1.2, provided and to the extent such Section is then applicable, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, any information relating such Holder shall have furnished the Company with (A) an opinion of counsel, reasonably satisfactory to the Companies or Company, that such disposition will not require registration under the subsidiaries other than any information properly available Securities Act, (B) a “no action” letter from the SEC to the public effect that the proposed sale, pledge, or disclosed transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or divulged pursuant (C) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Registrable Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. Notwithstanding the foregoing, no such registration statement, opinion of counsel or “no action” letter shall be necessary for a transfer to an order affiliate of a court Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, (D) to the Holder’s family member or trust for the benefit of competent jurisdiction an individual Holder, or (E) such transfer is exempt from registration under Rule 144 of the Securities Act, provided in the case of a transfer to an affiliate and all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 as required pursuant if such transferee were an original Holder hereunder. Each Holder consents to the Company making a notation on its records and giving instructions to any applicable law or regulation and transfer agent of the Seller and Restricted Securities in order to implement the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;restrictions on transfer established in this Section 1.2. (b) they will not at any time hereafter Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in relation the following forms (in addition to any tradelegend required under applicable state securities laws, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, Company’s charter documents or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of other agreement between the Company and shall use all reasonable endeavors to procure that no such name shall be used by any personthe Holder thereof): (i) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business;AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) they will procure The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if such transfer is made pursuant to SEC Rule 144 or the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that their subsidiariesthe securities proposed to be disposed of may lawfully be disposed of without registration, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they qualification or legend. The Company shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, promptly reissue a certificate without the prior written consent of the Purchaser, for a period of 3 years after Completion: legend referenced in clause (ab)(ii) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on above at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event request of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect Holder upon the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions termination of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The Companies(a) From and after the Closing Date, neither Seller nor the Parent shall disclose, directly or indirectly, to any person or entity, or make use of, without the express authorization of IHS and Buyer, any non-public pricing strategies or records acquired by Buyer from Seller, and any proprietary data or trade secrets acquired by Buyer from Seller or any financial or other information acquired by Buyer from Seller; provided that the Warrantor further severally undertake foregoing restrictions shall not apply to the Purchaser that after the Completion Dateany information which: (ai) they will not at any time hereafter make use of is or disclose or divulge to any person other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying becomes publicly known through no wrongful act on the Business part of the Company, any information relating to the Companies Seller or the subsidiaries other than any information properly Parent; or (ii) is or becomes available to the public disclosing party on a non- confidential basis from a third party without restriction and without breach of this Agreement; or (iii) is approved for release by written authorization signed by Buyer or IHS; or (iv) is required to be disclosed or divulged pursuant in accordance with applicable law; provided, however, prior to making any such disclosure the party required to make such disclosure shall provide Buyer with prompt notice of such requirement to enable Buyer to seek an appropriate protective order and such party will use its best efforts to preserve the confidentiality of a court such information and will disclose only that portion of competent jurisdiction or the information as is required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;be disclosed. (b) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian Each of Seller and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure Parent acknowledges that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely Section 5.6 are reasonable and necessary to prejudice protect the goodwill legitimate business interests of Buyer and IHS, and that any violation thereof by any of them would result in irreparable harm to Buyer and IHS. Accordingly, each of Seller and Parent agrees that upon the violation by any of them of any of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction Section 5.6, Buyer and IHS shall be found entitled to be void but would be valid if some part thereof were deleted obtain from any court of competent jurisdiction a preliminary and permanent injunction as well as any other relief provided at law or equity, under this Agreement or otherwise, without the area necessity of operation posting any bond or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effectivesecurity whatsoever. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will Each Holder agrees not at to make any time hereafter make use disposition of all or disclose or divulge to any person other than to officers or employees portion of the Group and/or PACT Registrable Securities unless and companies within until the PACT group companies whose province it is to know the same or transferee has agreed in writing for the purposes benefit of carrying on the Business Company to be bound by this Section 1.2 and Section 1.14, provided and to the extent such Sections are then applicable, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, any information relating such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Companies Company, that such disposition will not require registration under the Securities Act. Notwithstanding the foregoing, no such registration statement, detailed statement of circumstances, or opinion of counsel shall be necessary for a transfer by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the subsidiaries other than any information properly available limited liability company, (C) a corporation to its shareholders in accordance with their interests in the corporation, (D) to the public Holder’s family member or disclosed trust for the benefit of an individual Holder, or divulged pursuant (E) to an order Affiliated Party of the Holder, or (F) any transaction contemplated by Section 3(a)(iv) of the Common Stock Purchase Agreements between the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇, respectively, each dated as of September 17, 2007, provided in all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 and Section 1.14 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a court of competent jurisdiction or as required pursuant notation on its records and giving instructions to any applicable law or regulation and transfer agent of the Seller and Restricted Securities in order to implement the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;restrictions on transfer established in this Section 1.2. (b) they will not at any time hereafter Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in relation the following forms (in addition to any tradelegend required under applicable state securities laws or the Company’s charter documents): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, business or company use a nameAS AMENDED, or internet domain name including the word or symbolAND MAY NOT BE SOLD, or logo design Octavian and PacificNetTRANSFERRED, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any personASSIGNED, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business;PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (c) they will procure that their subsidiaries, holding company (where applicable) and The Company shall promptly reissue unlegended certificates at the request of any other affiliated companies and their employees will observe Holder thereof if the restrictions contained in this Clause 7; (d) they Holder shall not do anything which is have obtained an opinion of counsel reasonably likely acceptable to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at to the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from effect that the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause securities proposed to be dealt withdisposed of may lawfully be disposed of without registration, canvassedqualification, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiarieslegend. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The CompaniesUnless as otherwise permitted under any other contract between PRG and Strategic II, Strategic II agrees that if it should resell or otherwise transfer the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion DateShares it will do so only: (a) they will not at any time hereafter make use of or disclose or divulge to any person other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the CompanyPRG, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction affiliate thereof, or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaserspecified in Section 4.10 hereof; (b) they will not at any time hereafter in relation to an accredited investor, including to any tradeaffiliate of Strategic II, business or company use that, prior to the transfer, furnishes to PRG a namesigned letter containing representations and agreements relating to the restrictions on transfer of the Shares reasonably acceptable to PRG and, if PRG requests, an opinion of counsel reasonably acceptable to PRG to the effect that the transfer is being made pursuant to an exemption from, or internet domain name including in a transaction not subject to, the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name registration requirements of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the BusinessSecurities Act; (c) they will procure pursuant to another available exemption from registration provided under the Securities Act, if available, provided that their subsidiaries, holding company (where applicable) the representations and any other affiliated companies agreements and their employees will observe the restrictions contained opinion described in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiariesabove are delivered, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on if requested by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement)PRG; or (d) the carrying out of services pursuant to a registration statement which has been declared effective under the ESA (Securities Act and which continues to be effective at the time of such transfer. Strategic II agrees that it will give each person to whom it transfers such Shares notice of any subsequent restrictions on transfer of such agreement); or (e) Shares, if then applicable. Strategic II acknowledges that PRG will rely upon the Company truth and accuracy of the foregoing acknowledgements, representations, warranties and agreements and agrees that if any of the acknowledgements, representations, warranties and agreements deemed to have been made by it by its subsidiaries carrying on purchase of the BusinessShares are no longer accurate, it shall promptly notify PRG. Strategic II acknowledges that none of PRG, the Sellers or any person representing PRG or the Sellers has made any representation to it with respect to PRG or the offering or sale of any Shares, other than the information contained in the Offering Documents, which Offering Documents have been delivered to it and upon which it is making its investment decision with respect to the Shares.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will not at any time hereafter make use of Other than sales, transfers, or disclose or divulge other dispositions to any person the Investors and other than to officers sales, transfers or employees other dispositions of the Group and/or PACT and companies within Additional Shares by the PACT group companies whose province Persons holding such Additional Shares, none of the Investors or their Affiliates, directly or indirectly, may sell, transfer or otherwise dispose of Beneficial Ownership of Voting Securities for a period of one year after the Closing Date. During the period commencing one year from the Closing Date, the Investors, directly or indirectly, may sell, transfer or otherwise dispose of Beneficial Ownership of Voting Securities (i) to another Investor (provided that such Investor is a signatory to this Agreement or has executed, at the time of such sale, transfer or other disposition, a joinder in which it is shall agree to know be bound by the provisions of this Agreement to the same extent as the Investors signatory hereto), (ii) in accordance with Rule 144 under the Securities Act (including the volume and manner-of-sale limitations of Rule 144 regardless of whether such limitations are applicable) and otherwise subject to compliance with the Securities Act, (iii) in a registered public offering or for a non-registered offering subject to an applicable exemption from the purposes of carrying on the Business registration requirements of the CompanySecurities Act in a manner calculated to achieve a Broad Distribution, any information relating (iv) in a Third Party Offer if and to the Companies extent permitted under Section 3.03 or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;(v) which are Additional Shares. (b) they will If, during the Hexcel Option Period, any of the Investors proposes to sell, transfer or otherwise dispose of Beneficial Ownership of any Voting Securities in accordance with this Section 4.01 (other than transfers (i) to another Investor, (ii) in accordance with Rule 144 under the Securities Act (including the volume and manner-of-sale limitations of Rule 144 regardless of whether such limitations are applicable), (iii) in a manner calculated to achieve a Broad Distribution or in a Third Party Offer if and to the extent otherwise permitted pursuant to the provisions of this Agreement or (iv) of Additional Shares), the applicable Investor shall notify Hexcel of such proposed transfer and the price thereof, and Hexcel shall have the option for a period of 90 days after receipt of such notice, to purchase or cause its designee to purchase from such party all of such Voting Securities. If Hexcel or its designee does not at exercise its option prior to the expiration of such 90 day period or if the offer does not result in a purchase by Hexcel or its designee, then the applicable Investor shall have 90 days from the earlier of receipt of a notice from Hexcel, on behalf of itself and any time hereafter in relation designee, stating its intention not to any trade, business or company use a nameexercise its option pursuant to this Section 4.01, or internet domain name including the word expiration of the 90 days from the receipt by Hexcel of the original notice, to consummate the proposed transaction with any other Person solely at a price that is no less than the price as stated in its notice to Hexcel pursuant to this Section 4.01, subject to the terms of this Agreement. Upon any downward change in the price per security of the proposed transfer subsequent to the receipt by Hexcel of the original notice, the applicable Investor shall notify Hexcel of such change and Hexcel shall have the option for a period of 90 days after receipt of such notice, to purchase or symbolcause its designee to purchase from such Investor such Voting Securities for the same consideration per security and on the same terms as are stated in such notice. The closing of any purchase of Voting Securities by Hexcel or its designee pursuant to this Section 4.01(b) shall take place as soon as practicable following the delivery by Hexcel of written notice to the applicable Investor of its intent to exercise the option pursuant to this Section 4.01(b) or, if later, the expiration of any prohibition referred to in the proviso to the first sentence of this Section 4.01(b), or logo design Octavian at such other time and PacificNetplace as the parties to the transaction may agree. At such closing, or any similar word and symbol in such a way as the applicable Investor shall deliver certificates representing the Voting Securities to be capable of or likely to be confused with the name of the Company transferred, duly endorsed for transfer and shall use accompanied by all reasonable endeavors to procure that no requisite stock transfer taxes, if any, and such name Voting Securities shall be used by free and clear of any personliens, firm claims or company with which encumbrances (other than restrictions imposed pursuant to applicable federal and state securities laws) and the applicable Investor shall so represent and warrant that it is/they are connected provided that is the Company record and its subsidiaries shall be entitled to use the name "Octavian" for the purposes beneficial owner of carrying out the Business;such Voting Securities. (c) they will procure that their subsidiariesIf Hexcel or its designee does not exercise its option in accordance with this Section 4.01 or if the offer does not result in a purchase by Hexcel or its designee, holding company (where applicable) and or if any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies Investors proposes to sell, transfer or otherwise dispose of Beneficial Ownership of any Voting Securities after the Hexcel Option Period (other than transfers to another Investor), then, prior to any such transfer, the applicable Investor shall cause any proposed transferee of Beneficial Ownership of Voting Securities, that together with their subsidiaries. 7.2 The Holding Company undertakes that it will notAffiliates, without the prior written consent to their knowledge after due inquiry, would Beneficially Own more than 5% of the Purchaserthen outstanding Voting Securities upon consummation of the proposed transfer, to agree in writing with Hexcel, for a period of 3 three years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and from the USA with the Business consummation of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiariesproposed transfer, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt withbound by provisions substantially equivalent to, canvassedor more favorable to Hexcel than, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions those contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (ai) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the SellerSection 2.07(b), and the Warrantor; or (bii) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (cSection 3.01(a) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or, to the same extent that the Investors would be bound if they Beneficially Owned the Voting Securities Beneficially Owned by such transferee. (d) the carrying out of services pursuant Notwithstanding anything to the ESA (and contrary in this Agreement, none of the Investors or their Affiliates may, directly or indirectly, acquire, sell, transfer or otherwise dispose of Beneficial Ownership of Voting Securities if such acquisition, sale, transfer or other disposition would result in a default or acceleration of amounts outstanding under the Debt Instruments, unless prior to the consummation of such acquisition, sale, transfer or other disposition, any subsequent required consents under the Debt Instruments to effect such agreement); or (e) the Company and its subsidiaries carrying on the Businessacquisition, sale, transfer or disposition shall have been obtained.

Restrictions. 7.1 The Companies, Lender understands that Common Stock issued or to-be-issued hereunder (the Seller, and the Warrantor further severally undertake "SECURITIES") will be issued without registration pursuant to the Purchaser that after Securities Act of 1933, as amended (the Completion Date: (a"1933 Act") they will not at any time hereafter make use of or disclose or divulge to any person other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required without registration pursuant to any applicable law or regulation and state securities laws, in each case in reliance upon an exemption from the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; (b) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name registration requirements of the Company Act and shall use all reasonable endeavors to procure that no such name shall be used by any personstate securities laws. As a result, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event Lender understands that any such restriction shall be found to be void but would be valid if some part thereof were deleted document or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by certificate evidencing any of the CompaniesSecurities may contain a restrictive legend substantially as follows: THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ACQUIRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, the SellerAS AMENDED (THE "1933 ACT"), and the Warrantor OR OTHER APPLICABLE STATE SECURITIES LAWS. NO TRANSFER OR SALE OF THESE SECURITIES OR ANY INTEREST THEREIN MAY BE MADE EXCEPT UNDER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND SAID STATE SECURITIES LAWS COVERING SAID SECURITIES UNLESS THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH TRANSFER OR SALE DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR SAID STATE SECURITIES LAWS. Lender further agrees that if any transfer or distribution of any provisions of this Agreement); or (d) the carrying out of services Securities is proposed to be made otherwise than pursuant to registration under the ESA (1933 Act and any subsequent applicable state securities laws, such agreement); or (e) action shall be taken only after submission to the Company of an opinion of counsel, reasonably satisfactory in form and its subsidiaries carrying on substance to the BusinessCompany's counsel, to the effect that the proposed transfer or distribution will not be in violation of the Act or of applicable state securities laws.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) Each Investor understands and agrees that the Securities it will be acquiring have not been registered under the Securities Act, and that accordingly they will not at any time hereafter make use of be transferable except as permitted under various exemptions contained in the Securities Act, or disclose or divulge to any person other than to officers or employees upon satisfaction of the Group and/or PACT registration and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business prospectus delivery requirements of the Company, any information relating to Securities Act. Each Investor acknowledges that it must bear the Companies economic risk of its investment in the Securities for an indefinite period of time since they have not been registered under the Securities Act and therefore cannot be sold unless they are subsequently registered or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable exemption from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;registration is available. (b) they will Each Investor represents and warrants to the Company that it is acquiring the Securities it has agreed to purchase for investment purposes only, for its own account, and not at as nominee or agent for any time hereafter in relation to any tradeother Person, business or company use and not with a nameview to, or internet domain name including for resale in connection with, any distribution thereof within the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name meaning of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business;Securities Act. (c) they Each Investor agrees with the Company as follows: i) The certificates evidencing the Securities it has agreed to purchase, and each certificate issued in transfer thereof, will procure that their subsidiariesbear the following legend: "The securities evidenced by this certificate have not been registered under the Securities Act of 1933, holding company (where applicable) as amended, or any state securities laws and may not be sold or transferred unless there is an effective registration statement under such Act and any other affiliated companies applicable state securities laws covering such securities or the Corporation receives an opinion of counsel (which counsel and their employees opinion are reasonably satisfactory to the Corporation) stating that such sale or transfer is exempt from the registration and prospectus delivery requirements of such Act." ii) The certificates representing such Securities, and each certificate issued in transfer thereof, will observe also bear any legend required under any applicable state securities law. iii) Absent a registration statement under the Securities Act covering the disposition of the Securities which such Investor acquires, such Investor will not sell, transfer, assign, pledge, hypothecate or otherwise dispose of any or all of the Securities without first providing the Company with an opinion of counsel (which counsel and opinion are reasonably satisfactory to the Company) stating that such disposition is exempt from the registration and prospectus delivery requirements of the Securities Act and has been registered or qualified under (or is exempt from the registration and qualification requirements of) any applicable state securities laws. iv) Such Investor consents to the Company's making a notation on its records or giving instructions to any transfer agent of the Common Stock, Preferred Stock or Convertible Promissory Notes in order to implement the restrictions contained on transfer of the Securities set forth in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or paragraph (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries). 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will During the Term, and to the extent that Executive submits his resignation in accordance with Section 3(a), thereafter for a two (2) year period (the “Restriction Period”), Executive agrees that, without the prior express written approval from VeriChip’ Board of Directors, he shall not compete with VeriChip and its affiliates by directly or indirectly engaging in the Business or by engaging in any business comparable to that of VeriChip or its affiliates, either directly or indirectly, as an individual, partner, member, corporation, limited liability company, limited liability partnership, officer of a corporation or in any other capacity whatsoever at any time hereafter make use of location at which VeriChip or disclose or divulge to its affiliates conducts business and/or provides any person other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;services. (b) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure Executive acknowledges that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7;Section 10 of this Agreement, in view of the nature of the activities in which VeriChip and its affiliates are engaged, are reasonable and necessary in order to protect the legitimate interests of VeriChip and its affiliates, and that any violation thereof would result in irreparable injuries to VeriChip and/or its affiliate(s), as the case may be. Executive, therefore, acknowledges that, in the event of the violation of any of these restrictions, VeriChip shall be entitled to obtain from any Court of competent jurisdiction preliminary and permanent injunctive relief, as well as attorneys fees and costs, damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative, and in addition to any other rights or remedies to which VeriChip may be entitled. (c) Executive agrees that the restrictions contained in this Section 10 of this Agreement are an essential element of Executive’s compensation that Executive is granted hereunder and, but for Executive’s agreement to comply with such restrictions, VeriChip would not have entered into this Agreement. (d) they If any of the restrictions set forth in this Section 10 should, for any reason, be adjudged invalid or unreasonable in any proceeding, then the validity or enforceability of the remainder of such restrictions shall not do anything which be adversely affected. If the Restriction Period or the area specified in this Section 10 of this Agreement shall be adjudged unreasonable in any proceeding, then the Restriction Period shall be reduced by such number of months, or the area shall be reduced by the elimination of such portion thereof or both, so that such restrictions may be enforced in such area and for such period of time as is reasonably likely adjudged to prejudice the goodwill be reasonable. If Executive violates any of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by Section 10, the parties but Restriction Period shall not run in favor of Executive from the event that time of commencement of any such restriction violation until such time as such violation shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented cured by such holding do not exceed 10 per cent of the total voting rights attaching Executive to the securities satisfaction of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); orVeriChip. (e) The terms of this Section 10 shall survive the Company termination of this Agreement. Executive acknowledges that he can be gainfully employed and its subsidiaries carrying on still comply with the Businessterms of this Section 10 and that it is not unduly inconvenient to him.

Restrictions. 7.1 The Companiesholder of this Option, the Sellerby acceptance hereof, represents, warrants and the Warrantor further severally undertake to the Purchaser that after the Completion Datecovenants as follows: (a) they This Option and the right to purchase the Common Shares is personal to the holder and shall not be transferred to any other person, other than by will not or the laws of descent and distribution. Notwithstanding the foregoing, the Optionee may, at any time hereafter make use and from time to time, transfer all or any part of his rights under this Option and the right to purchase the Common Shares to his spouse or disclose children, or divulge to any person other than to officers or employees a trust created by the Optionee for the benefit of the Group and/or PACT Optionee or his immediate family or to a corporation or other entity controlled by the Optionee and companies within in which the PACT group companies whose province it is to know the same Optionee or for the purposes members of carrying on the Business his immediate family have all of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;economic interests. (b) they will not at The Company may postpone the issuance and delivery of Common Shares upon any time hereafter in relation exercise of the Option until (a) the admission of such Common shares to listing on any trade, business stock exchange or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name exchanges on which Common Shares of the Company of the same class are then listed and shall use all reasonable endeavors to procure that no (b) the completion of such name shall be used by registration or other qualification of such Common Shares under any personstate or federal law, firm rule or company with which it is/they are connected provided that regulation as the Company shall determine to be necessary or advisable. The Optionee shall make such representations and its subsidiaries shall be entitled to use furnish such information as may, in the name "Octavian" opinion of counsel for the purposes Company, be appropriate to permit the Company, in light of carrying out the Business;then existence or non-existence with respect to such Common Shares of an effective Registration Statement under the Securities Act of 1933, as amended, to issue the Common Shares in compliance with the provisions of that or any comparable act. (c) they will procure that their subsidiaries, holding company (where applicable) and The Company may cause the following legend to be set forth on each certificate representing Common Shares or any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill security issued or issuable upon exercise of the Companies or their subsidiaries. 7.2 The Holding Option unless counsel for the Company undertakes that it will not, without the prior written consent is of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries opinion as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all certificate that such parts of this clause as remain not so deletedlegend is unnecessary: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS ESTABLISHED BY AN OPINION FROM COUNSEL TO THE COMPANY. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they If CTI determines that the Novuspharma Shareholder is an affiliate of CTI following the Effective Time (as the term “affiliate” is used for purposes of Rule 145 under the Securities Act of 1933, as amended), CTI will not at any time hereafter make use of or disclose or divulge give stop transfer instructions to its transfer agent with respect to any person other than shares of CTI Common Stock that are issued to officers or employees of the Group and/or PACT such Novuspharma Shareholder, and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying there will be placed on the Business certificates representing such shares of the CompanyCTI Common Stock, or any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of substitutions therefor, a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;legend stating in substance: “THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A TRANSACTION TO WHICH RULE 145 APPLIES AND MAY ONLY BE TRANSFERRED IN CONFORMITY WITH RULE 145(d) OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IN ACCORDANCE WITH A WRITTEN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER IN FORM AND SUBSTANCE, THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.” (b) they The legend set forth above will not at any time hereafter be removed (by delivery of a substitute certificate without such legend), and CTI shall so instruct its transfer agent, if the Novuspharma Shareholder delivers to CTI (i) satisfactory written evidence that the shares evidenced thereby have been sold in relation to any tradecompliance with Rule 145 (in which case, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol substitute certificate shall be issued in such a way as to be capable of or likely to be confused with the name of the Company transferee), or (ii) an opinion of counsel, in form and shall use all reasonable endeavors substance reasonably satisfactory to procure CTI, to the effect that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill public sale of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on shares evidenced thereby by the Company or its subsidiaries at Completion, any person who holder thereof is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiariesno longer subject to Rule 145. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The CompaniesIn recognition of the considerations described herein, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion DateEmployee agrees that: (a) they will not at any time hereafter make use Without limiting the generality of or disclose or divulge to any person other than to officers or employees Section 2 above, Employee acknowledges and agrees that given the extent and nature of the Group and/or PACT confidential and companies within proprietary information he will obtain during the PACT group companies whose province it is to know the same or for the purposes course of carrying on the Business of his employment with the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further it would be inevitable that they shall not use any advantages derivable from such confidential information for their would be disclosed or utilized by Employee should he obtain employment from or otherwise become associated with any person or entity engaged in any activity directly competitive with any business or affairs unless agreed otherwise by the Purchaser; (b) they will not at any time hereafter in relation to any trade, business or company use a namethen carried on by, or internet domain name including anticipated to be carried on by, the word or symbol, or logo design Octavian and PacificNet, Company or any similar word and symbol in such of its Subsidiaries (a way as "COMPETITOR"). Consequently, prior to be capable the termination of or likely to be confused with the name of the Company and Employee's services under this Agreement, Employee shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the PurchaserBoard, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed by or connected in any manner with, any Competitor. Notwithstanding the foregoing, Employee may acquire or hold, solely for investment, publicly traded securities of any corporation, so long as such securities, in the aggregate, constitute less than five percent (5%) of any class or series of outstanding securities of such corporation. (b) During the term of Employee's employment and at all times thereafter, Employee shall hold in secrecy all trade secrets and confidential information relating to the Company's (and its Subsidiaries') business and affairs that come to his knowledge while employed by the Company (excluding information that is or becomes publicly known or available for use through no fault of Employee), including but not limited to: (i) matters of a business nature, such as information about costs, profits, markets, sales, lists of customers, lists of clients and other information of a similar nature, (ii) plans or strategies for development of the business of the Company and (iii) matters of a technical nature. Except as required in the performance of Employee's duties to the Company under this Agreement, Employee shall not use for his own benefit or disclose to any person (except as required by law or legal process, provided Employee shall undertake to give the Company notice prior to such disclosure and shall comply with any applicable protective order or equivalent), directly or indirectly, such matters unless such use or disclosure has been specifically authorized in writing by the Company in advance. (c) Until termination of Employee's services under this Agreement and for a period of 3 years after Completion: one (a1) carry on or be engaged or interested year thereafter, Employee shall not, directly or indirectly indirectly, hire, offer to hire, entice away, or in any business which shall be in competition within Greater China and the USA with the Business other manner persuade or attempt to persuade any officer, employee, agent, representative, customer, client, performer or songwriter of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit any Subsidiaries, to discontinue his or entice or endeavor to solicit or entice away from her relationship with the Company or its subsidiaries, any employee, officer, manager or consultant Subsidiary of the Company or its subsidiaries; or (c) deal withCompany. This provision shall not apply, canvasshowever, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on after termination of Employee's services if his employment is terminated by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise other than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreementSections 7(a); or (e, 7(b) the Company and its subsidiaries carrying on the Businessor 7(c) above or if Employee's employment is terminated by Employee pursuant to Section 7(d) above.

Restrictions. 7.1 The CompaniesHolder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws. The Holder agrees not to offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Seller, Act or any state securities law. This Warrant and all Warrant Shares issued upon exercise of this Warrant (unless registered under the Warrantor Act) shall be stamped or imprinted with a customary restricted securities legend. The Holder further severally undertake to the Purchaser that after the Completion Daterepresents as follows: (ai) they will The Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not at with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the Warrant Shares, except pursuant to sales registered or exempted under the Act; provided, however, that, subject to Section 4(a)(ii), the Holder may transfer this Warrant to other any time hereafter make use of or disclose or divulge to any person other than to FINRA member firms participating in the offering and the officers or employees partners thereof. (ii) The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Act. (iii) The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the Group and/or PACT investment in the Warrant and companies within the PACT group companies whose province it is Warrant Shares. The Holder has had an opportunity to know ask questions and receive answers from the same or for Company regarding the purposes terms and conditions of carrying on the Business offering of the Warrant and the business, properties, prospects and financial condition of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; (b) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The CompaniesHolder acknowledges that the Common Shares acquired upon the exercise of this Warrant, if not registered, or unless Rule 144 is available, will have restrictions upon resale imposed by state and federal securities laws. The Holder understands that the Seller, Securities are “restricted securities” and have not been registered under the Warrantor further severally undertake Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to the Purchaser that after the Completion Date: (a) they will not at or for distributing or reselling such Securities or any time hereafter make use of or disclose or divulge to any person other than to officers or employees part thereof in violation of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same Securities Act or for the purposes any applicable state securities law, has no present intention of carrying on the Business distributing any of such Securities in violation of the Company, Securities Act or any information relating applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the Companies distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting the subsidiaries other than any information properly available Holder’s right to sell the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required Securities pursuant to any registration statement or otherwise in compliance with applicable law or regulation federal and state securities laws). The Holder is acquiring the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; (b) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was Securities hereunder in the previous 12 months, a customer, supplier or client ordinary course of its business. The Common Shares acquired upon the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts exercise of this clause as remain not so deletedWarrant shall bear the following or similar legend: THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will During the Grantee's lifetime, the Option is not at any time hereafter make use of transferable (voluntarily or disclose or divulge to any person involuntarily) other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or Domestic Relations Order and, except as otherwise required pursuant to a Domestic Relations Order, is exercisable only by the Grantee or the Grantee's court appointed legal representative. The Grantee may designate a beneficiary or beneficiaries to whom the Option will pass upon the Grantee's death and may change such designation from time to time by filing a written designation of beneficiary or beneficiaries with the Committee on the form annexed hereto as Exhibit B or such other form as may be prescribed by the Committee, provided that no such designation will be effective unless so filed prior to the death of the Grantee. If no such designation is made or if the designated beneficiary does not survive the Grantee's death, the Option will pass by will or the laws of descent and distribution. Following the Grantee's death, the Option, if otherwise exercisable, may be exercised by the person to whom such option or right passes according to the foregoing and such person will be deemed the Grantee for purposes of any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;provisions of this Agreement. (b) they will not at Neither the Grantee nor any time hereafter Permitted Transferee may sell, assign, transfer, pledge, encumber or dispose of any Unvested Shares (or securities issued in relation respect thereof) prior to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused vesting thereof except (i) with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the PurchaserCommittee, to any person or entity, or (ii)(A) to a trust or similar arrangement established primarily for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business benefit of the Company Grantee or its subsidiaries the Grantee's immediate family members, (B) to the spouse or any lineal descendant of the Grantee or (C) to an entity that is controlled by the Grantee and that continues to be controlled by the Grantee at all times while such entity owns any Unvested Shares, with "control" meaning the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise (any person or entity described in clause (i) or clause (ii) of this Section 8(b), a "Permitted Transferee"), so long as carried on at the Completion Date; (b) solicit any such sale, assignment, transfer, pledge, encumbrance or entice or endeavor to solicit or entice away from disposition does not subject the Company to any additional legal requirements or its subsidiaries, restrictions or to any employee, officer, manager liability or consultant obligation and provided that any Unvested Shares transferred to a Permitted Transferee of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause Grantee will continue to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching subject to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) . Any Permitted Transferee of Unvested Shares shall, with respect to such Unvested Shares, be deemed the carrying out Grantee for purposes of services the exercise by the Company of its repurchase rights pursuant to the ESA (and any subsequent such agreement); or (eSection 7(b) the Company and its subsidiaries carrying on the Businessof this Agreement.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will not at The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any time hereafter make use transfer of or disclose or divulge to any person Securities other than pursuant to officers an effective registration statement or employees Rule 144, to the Company or to an affiliate of a Purchaser or in connection with a pledge, the Group and/or PACT Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and companies within the PACT group companies whose province it is reasonably acceptable to know the same or for the purposes of carrying on the Business of the Company, any information relating the form and substance of which opinion shall be reasonably satisfactory to the Companies or the subsidiaries other than any information properly available Company, to the public or disclosed or divulged pursuant effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to an order be bound by the terms of this Agreement and shall have the rights and obligations of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;Purchaser under this Agreement. (b) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching Purchaser agrees to the securities imprinting, so long as is required by this Section 4.1, of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by a legend on any of the CompaniesSecurities in the following form: THIS SECURITY HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, the SellerAS AMENDED (THE “SECURITIES ACT”), and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the BusinessAND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

Restrictions. 7.1 The CompaniesON You agree that the Option Shares may not be sold, RESALE transferred, pledged or otherwise disposed of until the Sellerrepurchase rights with respect to those Option Shares expire. By signing this Agreement, you agree not to sell any Option Shares at a time when applicable laws, regulations or Company or underwriter trading policies prohibit a sale. You represent and agree that the Option Shares to be acquired upon exercising this Option will be acquired for investment, and the Warrantor further severally undertake not with a view to the Purchaser sale or distribution thereof. In the event that after the Completion Date: (a) they will sale of Option Shares under the Plan is not registered under the Securities Act of 1933, as amended, but an exemption is available which requires an investment representation or other representation, you shall represent and agree at any the time hereafter make use of or disclose or divulge to any person other than to officers or employees of exercise that the Group and/or PACT Option Shares being acquired upon exercising this Option are being acquired for investment, and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Company, any information relating not with a view to the Companies sale or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; (b) they will not at any time hereafter in relation to any tradedistribution thereof, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no make such name shall be used other representations as are deemed necessary or appropriate by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries counsel. THE COMPANY'S In the event that you propose to sell, pledge or otherwise RIGHT OF FIRST transfer to a third party any Option Shares acquired REFUSAL under this Agreement, or any interest in such Option Shares, the Company shall have the "Right of First Refusal" with respect to all (and not less than all) of such Option Shares. If you desire to transfer Option Shares acquired under this Agreement, you must give a written "Transfer Notice" to the Company describing fully the proposed transfer, including the number of Option Shares proposed to be transferred, the proposed transfer price and the name and address of the proposed transferee. The Transfer Notice shall be entitled signed both by you and by the proposed new transferee and must constitute a binding commitment of both parties to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill transfer of the Companies or their subsidiaries. 7.2 Option Shares. The Holding Company undertakes that it will notshall have the right to purchase all, without the prior written consent and not less than all, of the PurchaserOption Shares on the terms of the proposal described in the Transfer Notice (subject, for however, to any change in such terms permitted in the next paragraph) by delivery of a period notice of 3 years exercise of the Right of First Refusal within 30 days after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which the date when the Transfer Notice was received by the Company. The Company's rights under this Subsection shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiariesfreely assignable, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part. If the Company fails to exercise is Right of First Refusal within 30 days after the date when it received the Transfer Notice, you may, not later than 90 days following receipt of the Transfer Notice by the Company, conclude a transfer of the Option Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different form those described in the Transfer Notice, as well as any subsequent proposed transfer by you, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in the paragraph above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Option Shares on the terms set forth in the Transfer Notice within 60 days after the date when the Company received the Transfer Notice (or within such part or parts longer period as are unenforceable may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Option Shares was to be made in a form other than lawful money paid at the time of transfer, the Company shall have the Option of paying for the Option Shares with lawful money equal to the present value of the consideration described in the Transfer Notice.* The Company's Right of First Refusal shall inure to the benefit of its successors and assigns and shall be deleted from this clause and binding upon any such deletion transferee of the Option Shares. The Company's Right of First Refusal shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but terminate in the event that the Company's Common Stock is listed on an established stock exchange or is quoted regularly on the Nasdaq National Market. RIGHT OF Following termination of your Service for any reason, the REPURCHASE Company shall have the right to repurchase all of those unvested Option Shares that you have or will acquire under this Option. If the Company fails to provide you with written notice of its intention to purchase such restriction Option Shares before or within 30 days of the date the Company receives written notice from you of your termination of Service, the Company's right to purchase such Option Shares shall terminate. If the Company exercises its right to purchase such Option Shares, the Company will consummate the purchase of such Option Shares within 60 days of the date of its written notice to you. The purchase price for any Option Shares repurchased shall be found equal to the Exercise Price for those Option Shares ($.20 per share) and shall be paid in cash, or by cancellation of all or a portion of any indebtedness owed by you to the Company. To secure its repurchase right, the Company shall retain the certificates representing Option Shares until such time as the repurchase rights expire as provided herein. Upon any exercise of repurchase rights, the Company shall be authorized to transfer or cancel the Option Shares so repurchased without any further actions of you. TRANSFER OF OPTION Prior to your death, only you may exercise this Option. You cannot transfer or assign this Option. For instance, you may not sell this Option or use it as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may, however, dispose of this Option in your will or designate a beneficiary. Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your spouse or former spouse, nor is the Company obligated to recognize such individual's interest in your Option in any other way. RETENTION RIGHTS Neither your Option nor this Agreement give you the right to be void but would be valid retained by the Company (or any subsidiaries) in any capacity. The Company (and any subsidiaries) reserve the right to terminate your Service at any time for any reason. SHAREHOLDER RIGHTS You, or your estate or heirs, have no rights as a shareholder of the Company until a certificate for the shares of the Company's Common Stock acquired upon exercise of this Option has been issued. No adjustments are made for dividends or other rights if some part thereof were deleted the applicable record date occurs before your stock certificate is issued, except as described in the Plan. ADJUSTMENTS On the event of a stock split, a stock dividend or a similar change in the area outstanding Common Stock of operation or the period Company, the number of application reduced such restriction shall apply with such modification as shares of the Company's Common Stock covered by this Option and the exercise price per share may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services adjusted pursuant to the ESA (and any subsequent such agreement); or (e) Plan. Your Option shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. AMENDMENTS AND This Agreement may be amended in writing signed by both ADMINISTRATION parties. The Committee shall have the sole discretion to interpret and its subsidiaries carrying on the Businessadminister this Agreement and to adopt rules and policies to administer and enforce this Agreement.

Restrictions. 7.1 [The Companiesfollowing provision shall be omitted at the request of any Purchaser made to the Company prior to issuance of the Warrant] The holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 1.1(a) or otherwise, to the extent that after giving effect to such issuance after exercise, the Sellerholder (together with the holder’s affiliates), as set forth on the applicable Notice of Exercise, would beneficially own in excess of 9.90% of the number of shares of the Common Stock outstanding immediately after giving effect to such issuance. For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the holder and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the holder or any of its affiliates and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Shares or Warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 1.1(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by holder that the Company is not representing to holder that such calculation is in compliance with Section 13(d) of the Exchange Act and holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 1.1(c) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the holder) and of which a portion of this Warrant is exercisable shall be in the sole discretion of such holder, and the Warrantor further severally undertake submission of a Notice of Exercise shall be deemed to be such holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by such holder) and of which portion of this Warrant is exercisable, in each case subject to such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 1.1(c), in determining the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the Company’s Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of the holder, the Company shall within two Trading Days confirm orally and in writing to the Purchaser that holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the Completion Date: (a) they will not at any time hereafter make use conversion or exercise of or disclose or divulge to any person other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business securities of the Company, any information relating including this Warrant, by the holder or its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The provisions of this Section 1.1(c) may be waived by the holder, at the election of the holder, upon not less than 61 days’ prior notice to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation Company, and the Seller and the Holding Company undertake further that they provisions of this Section 1.1(c) shall not use any advantages derivable from continue to apply until such confidential information for their business 61st day (or affairs unless agreed otherwise such later date, as determined by the Purchaser; (b) they will not at any time hereafter in relation to any tradeholder, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effectivespecified in such notice of waiver). 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will Subject to this Section 1.2, Section 1.11, Section 2.2, Section 3.6 and Section 4.2 below, each Holder agrees not at to make any time hereafter make use disposition of all or disclose any portion of the Shares or divulge Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, Section 1.11, Section 1.13, Section 2.2, Section 3.5, Section 3.6, and Section 4, provided and to the extent such Sections are then applicable, and all obligations and duties of the Holder from whom such transfer is being made with respect to any person other than rights of such transferor under this Agreement that are being assigned to officers such transferee, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or employees (ii) such Holder shall have notified the Company of the Group and/or PACT proposed disposition and companies within shall have furnished the PACT group companies whose province it is to know Company with a detailed statement of the same or for circumstances surrounding the purposes of carrying on the Business of proposed disposition, and, if reasonably requested by the Company, any information relating such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Companies Company, that such disposition will not require registration under the Securities Act. Notwithstanding the foregoing, no such registration statement or opinion of counsel shall be necessary for a transfer to an Affiliate of a Holder or by a Holder which is (A) a partnership to its partners or former or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the subsidiaries other than any information properly available limited liability company, or (C) to the public Holder’s family member or disclosed or divulged pursuant trust for the benefit of an individual Holder, provided in the case of a transfer to an order Affiliate and all cases enumerated in clauses (A) — (C) that the transferee is subject to the terms of this Section 1.2 and Section 1.13 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a court of competent jurisdiction or as required pursuant notation on its records and giving instructions to any applicable law transfer agent of the Shares or regulation and Restricted Securities in order to implement the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;restrictions on transfer established in this Section 1.2. (b) they will not at any time hereafter Each certificate representing Shares or Registrable Securities, as applicable, shall be stamped or otherwise imprinted with legends substantially in relation the following forms (in addition to any tradelegend required under applicable state securities laws, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, Company’s charter documents or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of other agreement between the Company and shall use all reasonable endeavors to procure that no such name shall be used by any personthe Holder thereof): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business;AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) they will procure The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel reasonably acceptable to the Company to the effect that their subsidiariesthe securities proposed to be disposed of may lawfully be disposed of without registration, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7;qualification or legend. (d) they In no event shall not do anything which any Holder transfer any of such Holder’s Shares or Registrable Securities or any of its rights and duties under this Agreement to any Person or entity that is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business a supplier, customer or competitor of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the CompaniesCompany’s subsidiaries; provided, that a Holder may, subject to the Seller, and the Warrantor of any other provisions of this Agreement); or Section 1.2 and Sections 1.11, 2.2, 3.6 and 4.2, transfer Shares or Registrable Securities to any Affiliate of such Holder or (di) in the carrying out case of services pursuant a Holder which is a partnership, to a partner or former or retired partner of such partnership in accordance with partnership interests or (ii) in the ESA (and any subsequent such agreement); or (e) case of a Holder who is a limited liability company, to a member or former member retired member in accordance with their interest in the Company and its subsidiaries carrying on the Businesslimited liability company.

Restrictions. 7.1 Except as otherwise provided herein, Tenant shall not enter into, or consent to, an Occupancy Transaction nor shall an Occupancy Transaction occur, without first procuring Landlord's consent (except that in the case of a non-consensual Occupancy Transaction, Tenant shall request Landlord's consent as soon as possible), and any attempt to do so without such prior written consent shall be void and at Landlord's option shall terminate this Lease. Subject to the provisions of the next succeeding paragraph hereof, Landlord shall not withhold its consent unreasonably but may condition such consent upon compliance with this Article. The Companiesparties agree, however, that the exact use, manner of operation of the Premises and conduct of business thereon by Tenant will have an impact on the quality and reputation of the Project. Accordingly, the Sellerparties agree that without limiting any other reasonable criteria which Landlord may utilize, Landlord may withhold its consent, and in so doing will not be deemed to be acting unreasonably, if Landlord in the Warrantor further severally undertake exercise of reasonable business judgment determines that the Transferee has insufficient business reputation or experience in the operation of the business being conducted by Tenant (or by Tenant's then-current Transferee, if any), or that the financial condition of the Transferee is inadequate (notwithstanding that Tenant may remain liable) or that it is likely that the Transferee will not be able to generate the same level of Percentage Rental as would Tenant, or that the transfer may lead to a breach of this Lease. In the event that Tenant desires to gain Landlord's consent to a proposed Occupancy Transaction pursuant to this Article 19, Tenant shall provide Landlord with written request for consent to such Occupancy Transaction, accompanied by information reasonably sufficient to enable Landlord to evaluate Tenant's request for consent in accordance with the aforesaid factors. In the event that prior to the Purchaser that after exercise by Tenant of its Option to extend the Completion Date: (a) they will not term of this Lease, Landlord consents to an Occupancy Transaction requested by Tenant where such consent is required under this Article XIX, then Tenant shall be relieved of liability under this Lease for the Option Term. Notwithstanding the foregoing, at any time hereafter make use within thirty (30) days after receiving Tenant's written notice of a proposed Occupancy Transaction, Landlord shall have the right, in its sole discretion, to either: (i) grant or disclose withhold its consent in accordance with the foregoing paragraph, accompanied by specific reason(s) for its decision in the event that Landlord denies consent; or divulge (ii) terminate this Lease with respect to any person other than to officers or employees the portion of the Group and/or PACT and companies Premises that Tenant proposes to assign or sublease; Landlord's right to terminate this Lease under this section may be revoked if the Tenant rescinds the assignment request within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order thirty (30) days after Landlord receiving Tenant's written notice of a court of competent jurisdiction proposed assignment or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; (b) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in sublease. In the event of any obligation such sublease or obligations being assignment approved by Landlord, Landlord shall receive [***] of the net sales price directly attributable to the Lease assignment/sublease (e.g., after deduction for Tenant's costs of sale (such as commissions, improvement costs, fees, etc.) and after deduction of the unamortized value of Tenant's leasehold improvements and fixtures (after deducting any Landlord Construction Allowance) installed in the Premises by or becoming unenforceable in whole at the direction of Tenant which are sold as part of the assignment or in partsublease, such part or parts as are unenforceable shall said unamortized value to be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable determined on a straight-line depreciation method allowed by the parties but in Internal Revenue Code of 1986 (as amended) assuming a useful life equal to the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings remainder of the company concerned as represented by such holding do not exceed 10 per cent Lease Term (including the Option Term) at the time the improvement or fixture is placed in service or installed in or upon the Premises). Landlord shall notify Tenant of its consent or denial of consent to any proposed Occupancy Transaction in accordance with the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out paragraph within 10 days after receipt of services pursuant to the ESA (Tenant's written request and any subsequent *** Confidential treatment requested. 45 documents or information reasonably requested by Landlord and relating to such agreement); or (e) the Company and its subsidiaries carrying on the Businessproposed Occupancy Transaction.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will Subject to this Section 1.2, Section 1.11 and Section 4.2 below, each Holder agrees not at to make any time hereafter make use disposition of all or disclose any portion of the Shares or divulge Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 1.2, Section 1.11, Section 1.13, Section 3.5, and Section 4, provided and to the extent such Sections are then applicable, and all obligations and duties of the Holder from whom such transfer is being made with respect to any person other than rights of such transferor under this Agreement that are being assigned to officers such transferee, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or employees (ii) such Holder shall have notified the Company of the Group and/or PACT proposed disposition and companies within shall have furnished the PACT group companies whose province it is to know Company with a detailed statement of the same or for circumstances surrounding the purposes of carrying on the Business of proposed disposition, and, if reasonably requested by the Company, any information relating such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Companies Company, that such disposition will not require registration under the Securities Act. Notwithstanding the foregoing, no such registration statement or opinion of counsel shall be necessary for a transfer to an Affiliate of a Holder or by a Holder which is (A) a partnership to its partners or former or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the subsidiaries other than any information properly available limited liability company, or (C) to the public Holder’s family member or disclosed or divulged pursuant trust for the benefit of an individual Holder, provided in the case of a transfer to an order Affiliate and all cases enumerated in clauses (A) — (C) that the transferee is subject to the terms of this Section 1.2 and Section 1.13 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a court of competent jurisdiction or as required pursuant notation on its records and giving instructions to any applicable law transfer agent of the Shares or regulation and Restricted Securities in order to implement the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;restrictions on transfer established in this Section 1.2. (b) they will not at any time hereafter Each certificate representing Shares or Registrable Securities, as applicable, shall be stamped or otherwise imprinted with legends substantially in relation the following forms (in addition to any tradelegend required under applicable state securities laws, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, Company’s charter documents or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of other agreement between the Company and shall use all reasonable endeavors to procure that no such name shall be used by any personthe Holder thereof): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business;AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) they will procure that their subsidiaries, holding company (where applicable) and The Company shall promptly reissue unlegended certificates at the request of any other affiliated companies and their employees will observe Holder thereof if the restrictions contained in this Clause 7; (d) they Holder shall not do anything which is have obtained an opinion of counsel reasonably likely acceptable to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at to the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from effect that the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause securities proposed to be dealt withdisposed of may lawfully be disposed of without registration, canvassed, solicited qualification or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiarieslegend. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will Parent, Merger Partner Equityholder and SpinCo shall not, and shall not at permit any time hereafter make use of their respective Groups to, take or disclose fail to take, as applicable, any action if such action or divulge failure to act would reasonably be expected to be inconsistent with or cause to be untrue any person other than to officers statement, information, covenant, or employees representation in any of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;Tax Materials. (b) they will Parent, Merger Partner Equityholder and SpinCo shall not at any time hereafter in relation take or fail to any tradetake, business or company use a nameas applicable, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors cause each other member of their respective Groups not to procure take or fail to take, as applicable, any action that no such name shall would reasonably be used by any person, firm or company with which it is/they are connected provided that expected to cause the Company and its subsidiaries shall be entitled Tax-Free Transactions (other than the Merger) to use the name "Octavian" fail to qualify for the purposes of carrying out the Business;Tax-Free Status. (c) they will procure SpinCo, on behalf of itself and each other member of the SpinCo Group, and ▇▇▇▇▇▇ Partner Equityholder, on behalf of itself and each other member of the Merger Partner Equityholder Group, agree that their subsidiariesfrom the date of the Distribution by Parent until the first Business Day after the two-year anniversary of the Distribution Date, (i) SpinCo and each Section 355 Company shall continue and cause to be continued the active conduct (as defined in Section 355(b)(2) of the Code and the Treasury Regulations thereunder) of its respective Controlled Active Trades or Businesses, holding company taking into account Section 355(b)(3) of the Code; (where applicableii) SpinCo shall not voluntarily dissolve or liquidate or permit any Section 355 Company to voluntarily dissolve or liquidate (including taking any action that is a liquidation for Federal Income Tax purposes); (iii) SpinCo shall not, and shall not permit any Section 355 Company to, enter into any Proposed Acquisition Transaction or, to the extent SpinCo or any other member of the SpinCo Group has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur (whether by (1) redeeming rights under a shareholder rights plan, (2) finding a tender offer to be a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction, (3) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the General Corporation Law of the State of Delaware or any similar corporate statute, any “fair price” or other provision of the charter or bylaws of SpinCo, or (4) amending its certificate of incorporation to declassify its Board of Directors or approving any such amendment, or otherwise); (iv) SpinCo (or any successor of SpinCo) shall not, and shall not agree to nor shall SpinCo (or any successor of SpinCo) permit any Section 355 Company to, merge, consolidate, or amalgamate with any other Person (except for the Merger); (v) SpinCo will not in a single transaction or series of transactions (directly or indirectly) sell, transfer, or otherwise dispose of or agree to sell, transfer, or otherwise dispose of (or engage in any transaction treated for Federal Income Tax purposes as a sale, transfer, or disposition), directly or indirectly, nor shall SpinCo permit any Section 355 Company or any other member of the SpinCo Group to, sell, transfer, or otherwise dispose of or agree to sell, transfer, or otherwise dispose of assets (including any shares of capital stock of a Subsidiary) that, in the aggregate, constitute 30% or more of the gross assets of (x) any Controlled Active Trade or Business or (y) the “separate affiliated companies group” within the meaning of Section 355 of the Code (“SAG”) of (A) SpinCo or (B) a Section 355 Company, in each case, other than (1) sales, transfers, or dispositions of assets in the ordinary course of business, (2) sales, transfers or dispositions within SpinCo’s SAG or within a Section 355 Company’s SAG, respectively, (3) any cash paid to acquire assets from an unrelated Person in an arm’s-length transaction, (4) any assets transferred to a Person that is disregarded as an entity separate from the transferor for Federal Income Tax purposes, or (5) any mandatory or optional repayment (or pre-payment) of any indebtedness of SpinCo or any member of the SpinCo Pre-Transaction Group; (vi) (A) SpinCo shall not, and their employees will observe shall not permit any Section 355 Company to, redeem or otherwise repurchase (directly or through an Affiliate) any stock, or rights to acquire stock and (B) SpinCo shall not permit any shareholder of SpinCo or a Section 355 Company to become a “controlling shareholder” of SpinCo or a Section 355 Company within the restrictions contained in this Clause meaning of Treasury Regulation Section 1.355-7; (vii) SpinCo shall not take any action (including amending, or permitting any Section 355 Company or any other member of SpinCo Group to amend, its certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of SpinCo Capital Stock or the Capital Stock of any Section 355 Company (including, without limitation, through the conversion of one class of SpinCo or Section 355 Company Capital Stock into another class of SpinCo or Section 355 Company Capital Stock); (viii) SpinCo shall not take, or permit any other member of the SpinCo Group to take, any other action or actions (including any action or transaction that would reasonably be expected to be inconsistent with any representation made in the Tax Materials) which in the aggregate (and taking into account the Merger (for the absence of doubt, including the Additional Merger Consideration), and any other transactions described in this Section 6.02(c) and treating the Retained Shares as acquired) could have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire directly or indirectly stock representing a Fifty-Percent or Greater Interest in SpinCo or any Section 355 Company (or any successor respectively) or otherwise jeopardize the Tax-Free Status (it being understood that, for this purpose, the Retained Shares shall be treated as acquired, any potential acquisitions set forth on Schedule B shall be treated as occurring, and the only acquisitions relevant for this purpose occurring on or before the Effective Time are the acquisition of SpinCo Capital Stock pursuant to the Merger, and any acquisitions set forth on Schedule B hereto, all of which do not exceed a 49.9% or greater interest in SpinCo or any member of the SpinCo Group); (ix) Merger Partner Equityholder shall not, and shall ensure that no member of the Merger Partner Equityholder Group, directly, indirectly, through an Affiliate or otherwise, acquires, within the meaning of Section 355(e) of the Code or otherwise, Capital Stock of SpinCo or any Section 355 Company (other than Capital Stock of SpinCo received by Merger Partner Equityholder pursuant to the Merger, including, for the absence of doubt, the Additional Merger Consideration); (x) Merger Partner Equityholder shall not permit and shall ensure that no member of the Merger Partner Equityholder Group permits, SpinCo or any Section 355 Company to enter into any Proposed Acquisition Transaction or, to the extent SpinCo or any other member of the SpinCo Group has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur; in each case (other than Section 6.02(c)(ix) above), unless prior to taking any such action set forth in the foregoing clause (c), (x) SpinCo or Merger Partner Equityholder, as applicable, shall have requested that Parent obtain a private letter ruling (including a supplemental ruling, if applicable) from the IRS (a “Post-Distribution Ruling”) in accordance with Sections 6.03(a) and (c) to the effect that such action will not cause the Tax-Free Transactions (other than the Merger) to fail to qualify for Tax-Free Status and Parent shall have received such Post-Distribution Ruling in form and substance satisfactory to Parent in its sole and absolute discretion (and in determining whether a private letter ruling is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions and any representations made in connection with such private letter ruling), (y) SpinCo or Merger Partner Equityholder, as applicable, shall have provided Parent with an Unqualified Tax Opinion in form and substance satisfactory to Parent in its sole and absolute discretion (and in determining whether an opinion is satisfactory, Parent may consider, among other factors, the appropriateness of any underlying assumptions and any representations used as a basis for the Unqualified Tax Opinion), or (z) Parent shall have waived (which waiver may be withheld by Parent in its sole and absolute discretion) the requirement to obtain such Post-Distribution Ruling or Unqualified Tax Opinion. (d) they SpinCo shall provide written notice to Parent describing any Internal Restructuring proposed to be taken during or with respect to any Tax Period (or portion thereof) beginning after the Distribution Date and ending on or prior to the two-year anniversary of the Distribution Date (and any Tax election or transaction proposed to be made or effected that would be effective on or prior to the Distribution Date) and shall consult with Parent regarding any such proposed actions reasonably in advance of taking any such proposed actions. If such action could reasonably be expected to materially adversely affect Parent’s intended tax treatment of any transaction set forth in the Separation Step Plan, SpinCo shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, take any such action without the prior written consent of the PurchaserParent (not to be unreasonably withheld); provided, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which that Parent shall be in competition deemed to have consented to such action if Parent does not provide a written response to SpinCo’s written notice within Greater China and the USA with the Business thirty (30) days of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiariesdelivery thereof. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) Until the Company and its subsidiaries carrying first day of the first Tax year of Parent or the relevant foreign subsidiary immediately following the Tax year in which the Distribution by Parent occurs, SpinCo shall neither cause nor permit any foreign subsidiary of SpinCo (other than any such subsidiary whose Tax year closed on the Businessdate of the Distribution by Parent) to enter into any transaction or take any action that would be considered under the Code to constitute the declaration or payment of a dividend (including pursuant to Section 304 of the Code) without obtaining the prior written consent of Parent (such prior written consent not to be unreasonably withheld).

Restrictions. 7.1 The CompaniesBSP acknowledges and agrees that, notwithstanding the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Datelicenses set forth in this Section 3: 3.8.1 BSP, its Affiliates and its sublicensees shall not offer for sale or sell the BSP Array outside the applicable BSP Designated Country and shall not knowingly (aafter using Commercially Reasonable Efforts to determine the same) they perform or permit any Third Party to perform any Assay on Specimens that were collected from patients at a facility outside the applicable BSP Designated Country. 3.8.2 BSP, its Affiliates and its sublicensees shall not manufacture or have manufactured the BSP Array in any jurisdiction in which BSP knows or should know Prometheus’ Intellectual Property rights will not at any time hereafter make use of or disclose or divulge be respected; notwithstanding this restriction, if BSP is entitled to any person other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Companyexercise its license under Section 3.3, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; (b) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries BSP shall be entitled to use manufacture or have manufactured the name "Octavian" BSP Array in any jurisdiction [***], provided that it uses reasonable processes and controls to protect the Prometheus Technology which are no less than those it uses with respect to protecting its own Intellectual Property in such jurisdiction. 3.8.3 Unless otherwise expressly approved by Prometheus in writing (such decision to be made after good faith discussions with BSP and knowledgeable regulatory counsel), BSP, its Affiliates and its sublicensees shall not (a) seek Regulatory Approval for the purposes of carrying out BSP Array in any Restricted Country, (b) Commercialize the Business; BSP Array in any Restricted Country or (c) they will procure that their subsidiariestransfer any Prometheus Technology to any Restricted Country, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; and/or (d) they take any other action in or with respect to any Restricted Country which could cause Prometheus or its Affiliates to violate any United States export laws. [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 3.8.4 The parties shall not do anything which is reasonably likely use Commercially Reasonable Efforts to prejudice work together to comply with the goodwill intent of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained set forth in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effectiveSection 3.8. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will Each Holder agrees not at to make any time hereafter make use disposition of all or disclose or divulge to any person other than to officers or employees portion of the Group and/or PACT Registrable Securities unless and companies within until the PACT group companies whose province it is to know the same or transferee has agreed in writing for the purposes benefit of carrying on the Business Company to be bound by this Section 1.2 and by Section 1.14 hereof, provided and to the extent such Sections are then applicable, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, any information relating such Holder shall have furnished the Company with an opinion of counsel or other evidence reasonably satisfactory to the Companies Company, that such disposition will not require registration under the Securities Act. Notwithstanding the foregoing, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the subsidiaries other than any information properly available limited liability company, (C) a corporation to its shareholders in accordance with their interests in the corporation, (D) to the public Holder’s family member or disclosed trust for the benefit of an individual Holder, or divulged pursuant (E) to any of its affiliates (including but not limited to an order affiliated fund managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company, each an “Affiliated Entity”), provided in all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 and Section 1.14 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a court of competent jurisdiction or as required pursuant notation on its records and giving instructions to any applicable law or regulation and transfer agent of the Seller and Restricted Securities in order to implement the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;restrictions on transfer established in this Section 1.2. (b) they will not at any time hereafter Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in relation the following forms (in addition to any tradelegend required under applicable state securities laws or the Company’s charter documents): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, business or company use a nameAS AMENDED, or internet domain name including the word or symbolAND MAY NOT BE SOLD, or logo design Octavian and PacificNetTRANSFERRED, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any personASSIGNED, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business;PLEDGED, OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (c) they will procure that their subsidiaries, holding company (where applicable) and The Company shall promptly reissue unlegended certificates at the request of any Holder thereof if the Holder shall have obtained an opinion of counsel or other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is evidence reasonably likely acceptable to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at to the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from effect that the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause securities proposed to be dealt withdisposed of may lawfully be disposed of without registration, canvassedqualification, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiarieslegend. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will Except as otherwise provided for in this Agreement, the Restricted Stock Units or rights granted hereunder may not at be sold, pledged, assigned,, hypothecated, transferred, or disposed of in any time hereafter make use manner until the Restricted Stock Units become vested in accordance with Section 2 and the Shares are issued under Section 3. Any Shares issued by the Company pursuant to the grant of or disclose or divulge to any person other than to officers or employees Restricted Stock Units under this Agreement shall not be transferable (within the meaning of the Group and/or PACT EESA), except to the extent permitted under the EESA. The period of time between the date hereof and companies within the PACT group companies whose province it date the Restricted Stock Units become fully vested and transferable is referred to know herein as the same or for the purposes of carrying “Restriction Period.” To enforce any restrictions on the Business Shares, the Administrator may require the Employee to deposit the certificates representing the Shares, with stock powers or other transfer instruments approved by the Administrator endorsed in blank, with the Company or an agent of the Company, any information relating Company to hold in escrow until the Companies transfer restrictions have lapsed or terminated. The Administrator may also cause a legend or legends referencing the subsidiaries other than any information properly available to transfer restrictions be placed on the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;certificates. (b) they will not If the Employee’s employment with the Company is terminated at any time hereafter for any reason other than as a result of the Employee’s death or “disability,” as defined in relation the EESA, prior to any tradethe Vesting Date (“Cessation of Employment”), business or company use a nameall Restricted Stock Units granted hereunder shall, or internet domain name including with no further action by the word or symbolCompany required, or logo design Octavian be forfeited by, and PacificNetno further rights shall accrue to, or any similar word and symbol in such a way as to be capable of or likely to be confused the Employee. In the event Employee’s employment with the name Company terminates prior to the Vesting Date due to the Employee’s death or “disability,” as defined in the EESA, and provided Employee’s rights in respect of the Company and shall use all reasonable endeavors to procure that no such name Restricted Stock Units have not previously terminated, the vesting of Employee’s Restricted Stock Units shall be used by any personaccelerated, firm or company with which it is/they are connected provided that but the Company and its subsidiaries Shares shall be entitled not become transferable until the Restriction Period has lapsed, except to use the name "Octavian" for extent permitted under the purposes of carrying out the Business;EESA. (c) they will procure that their subsidiariesEmployee shall be required to return to the Company the Restricted Stock Units or, holding company (where applicable) and any other affiliated companies and their employees will observe , the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill fair market value of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent Shares as of the Purchaserdate they became transferable (without reduction for any Shares applied to satisfy tax withholding or other obligations in respect of such Shares), for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and to the USA with the Business of extent the Company determines that they were granted or its subsidiaries as carried issued based on at the Completion Date; (b) solicit materially inaccurate financial statements, including, but not limited to, statements of earnings, revenues, gains or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as other performance metric criteria that are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be later found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching materially inaccurate, to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be extent provided in the public domain (otherwise than in consequence of EESA, notwithstanding any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Businessvesting schedule herein.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will not at any time hereafter make use The Holder shall be entitled to exercise and enjoy all rights and entitlements of or disclose or divulge ownership of shares, including the right to any person other than to officers or employees vote and receive dividends, except that until the Restriction Period shall expire, all restrictions and limitations set forth in this agreement and the Plan shall apply. The Shares shall constitute Restricted Stock of the Group and/or PACT and companies within Corporation issued pursuant to the PACT group companies whose province it is to know Plan. Each certificate for Restricted Stock issued or issuable hereunder shall be registered in the same or for the purposes of carrying on the Business name of the CompanyHolder, any information relating and deposited by the Holder, together with a stock power endorsed in blank (in the form attached hereto as Exhibit A), with the Corporation until such time as the Restriction Period shall have expired. Such certificate(s) shall bear an appropriate legend referring to the Companies or the subsidiaries other than any information properly available terms, conditions and restrictions applicable to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;Restricted Stock. (b) they will not at any time hereafter The Shares shall be subject to all of the terms and conditions of the award as specified by the Committee in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused connection with the name of award to Holder and the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company Committee’s deliberations with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business;respect thereto. (c) they will procure The Restriction Period shall expire as to one-quarter (1/4) of the Shares on each of the first four anniversaries of the date hereof; provided that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7;Restriction Period shall expire on such earlier date as the conditions set forth below are satisfied. (d) they shall The Holder will not do anything which is reasonably likely to prejudice sell, transfer, assign, give, place in trust, or otherwise dispose of or pledge, grant a security interest in, or otherwise encumber the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause Shares and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction attempted disposition or encumbrance shall be found void and unenforceable. Notwithstanding anything herein to be void but would be valid if some part thereof were deleted or the area of operation or contrary, the period of application reduced such restriction shall apply with such modification as Shares may be necessary transferred, conveyed or assigned to make it valid family members, charities, trusts established solely for the benefit of such family members and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) charities and entities, such as partnerships and limited liability companies, of which the direct only interest holders are members of the grantee’s family, or indirect holding trusts for their benefit, and revocable grantor trusts and that such further modifications relating to transfer and assignment complying with the then applicable rules and regulations of any securities listed on a recognized the Securities and Exchange Commission and stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching acceptable to counsel to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); orCorporation shall have been complied with. (e) Subject to the Company provisions of the Plan, upon the lapse of the Restriction Period the Holder shall become entitled to receive a stock certificate evidencing the Shares and its subsidiaries carrying on the Businessrestrictions referred to herein shall become null and void and cease to exist with respect to such Shares.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will The Restricted Parties shall not, directly or indirectly sell, transfer or otherwise dispose of (collectively, "Transfer") any shares of Aspen Common Beneficially Owned by such Persons or any legal or beneficial interest therein except for Transfers: (i) to Persons who agree to be Restricted Parties bound by the provisions of this Agreement in a written instrument delivered to Aspen in form and substance reasonably acceptable to Aspen, (ii) that have been consented to in writing by Aspen, (iii) pursuant to a Third Party Tender Offer, (iv) pursuant to a merger, consolidation or reorganization to which Aspen is a party, (v) in a bona fide public distribution or bona fide underwritten public offering (including pursuant to the exercise of rights granted in the Registration Rights Agreement dated as of the date hereof between Aspen and Accenture, as it may be amended from time to time (the "Registration Rights Agreement")) or under a Shelf Registration under the Registration Rights Agreement, (vi) pursuant to Rule 144 of the Securities Act or pursuant to a privately negotiated transaction or (vii) pursuant to bona fide "cashless collar" hedging or other hedging transaction; provided that, in the case of any Transfer pursuant to clause (vi), such Transfer does not at result in, to the knowledge of the Restricted Parties after reasonable inquiry, any time hereafter make use other Person acquiring, after giving effect to such Transfer, Beneficial Ownership, individually or in the aggregate with such Person's Ultimate Parent Entity, Subsidiaries and Affiliates, of or disclose or divulge more than ten percent of the total number of shares of Aspen Common then outstanding. In regard to any person other than Transfer in a privately negotiated transaction contemplated by clause (vi) of this Section 3.2(a), Restricted Parties shall provide that their brokers not arrange for any such Transfer to officers any Person that, with such Person's Ultimate Parent Entity, Subsidiaries and Affiliates, Beneficially Owns five percent or employees more of the Group total number of shares of Aspen Common, it being understood that such determination shall be made based solely upon a review of publicly available filings made with respect to Aspen on Forms 13D and 13G under the Exchange Act. Furthermore, a Restricted Party shall give Aspen notice two trading days (or, if such notice period is not reasonably practicable in connection with a particular Transfer, such shorter period as is reasonably practicable) prior to any Transfer of a number of shares of Aspen Common in excess of the greater of (x) 100,000 shares of Aspen Common or (y) 50% of the average daily reported volume of trading in the Aspen Common on all national securities exchanges and/or PACT and companies within reported through the PACT group companies whose province it is to know the same or automated quotation system of a registered securities association for the purposes five trading days preceding the giving of carrying on such notice. It is understood that the Business notice provided for in the preceding sentence is solely for the purpose of allowing Aspen an opportunity to discuss with the Restricted Party making the Transfer the manner in which the offer and sale of the Company, any information relating Aspen Common is contemplated to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation be made and the Seller and potential to minimize a disruption, if any, in the Holding Company undertake further that they shall not use any advantages derivable from market for the Aspen Common as a result of such confidential information for their business or affairs unless agreed otherwise by the Purchaser;Transfer. (b) they will not at If any time hereafter in relation Restricted Party decides to dispose of any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company Aspen Common, each Restricted Party understands and shall use all reasonable endeavors agrees that it may do so only pursuant to procure that no such name an effective registration statement under the Securities Act or pursuant to an exemption from registration under the Securities Act. Each Restricted Party agrees to the imprinting, so long as appropriate, of substantially the following legends on certificates representing any of the securities referenced in the preceding sentence. "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDER AGREEMENT DATED AS OF FEBRUARY 8, 2002 BETWEEN ASPEN TECHNOLOGY, INC. AND ACCENTURE LLP." The legend set forth above shall be used removed if and when (i) the securities represented by any person, firm such certificate are disposed of pursuant to an effective registration statement under the Securities Act or company with which it is/they (ii) Accenture delivers to Aspen an opinion of counsel reasonably acceptable to Aspen to the effect that such legends are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business;no longer necessary. (c) they will procure that their subsidiariesThe provisions of Section 3.2(a) shall apply only on such dates, holding company (where applicable) and any other affiliated companies and their employees will observe if any, on which the restrictions contained in this Clause 7; (d) they shall not do anything which Restricted Parties' aggregate Beneficial Ownership of Voting Stock is reasonably likely to prejudice the goodwill greater than five percent of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent Total Current Voting Power of all outstanding Voting Stock and shall terminate in any event as of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business second anniversary of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions date of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will During the Term, and only to the extent that Executive submits his resignation in accordance with Section 3(a), thereafter for a two (2) year period (the “Restriction Period”), Executive agrees that, without the prior express written approval from the Board, he shall not compete with VTEQ and its affiliates by directly or indirectly engaging in the Business, either directly or indirectly, as an individual, partner, member, corporation, limited liability company, limited liability partnership, officer of a corporation or in any other capacity whatsoever at any time hereafter make use of location at which VTEQ or disclose or divulge to its affiliates conducts business and/or provides any person other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;services. (b) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure Executive acknowledges that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7;Section 10 of this Agreement, in view of the nature of the activities in which VTEQ and its affiliates are engaged, are reasonable and necessary in order to protect the legitimate interests of VTEQ and its affiliates, and that any violation thereof would result in irreparable injuries to VTEQ and/or its affiliate(s), as the case may be. Executive, therefore, acknowledges that, in the event of the violation of any of these restrictions, VTEQ shall be entitled to obtain from any Court of competent jurisdiction preliminary and permanent injunctive relief, as well as attorney’s fees and costs, damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative, and in addition to any other rights or remedies to which VTEQ may be entitled. (c) Executive agrees that the restrictions contained in this Section 10 of this Agreement are an essential element of Executive’s compensation that Executive is granted hereunder and, but for Executive’s agreement to comply with such restrictions, VTEQ would not have entered into this Agreement. (d) they If any of the restrictions set forth in this Section 10 should, for any reason, be adjudged invalid or unreasonable in any proceeding, then the validity or enforceability of the remainder of such restrictions shall not do anything which be adversely affected. If the Restriction Period or the area specified in this Section 10 of this Agreement shall be adjudged unreasonable in any proceeding, then the Restriction Period shall be reduced by such number of months, or the area shall be reduced by the elimination of such portion thereof or both, so that such restrictions may be enforced in such area and for such period of time as is reasonably likely adjudged to prejudice the goodwill be reasonable. If Executive violates any of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by Section 10, the parties but Restriction Period shall not run in favor of Executive from the event that time of commencement of any such restriction violation until such time as such violation shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented cured by such holding do not exceed 10 per cent of the total voting rights attaching Executive to the securities satisfaction of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); orVTEQ. (e) The terms of this Section 10 shall survive the Company termination of this Agreement. Executive acknowledges that he can be gainfully employed and its subsidiaries carrying on still comply with the Businessterms of this Section 10 and that it is not unduly inconvenient to him.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will Tenant shall not at any time hereafter make use of or disclose or divulge consent to any person other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; (b) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, Encumbrance without the prior written consent of the PurchaserLandlord, for a period of 3 years after Completion: which Landlord may grant or withhold in its sole and absolute discretion. (a) carry on b} Tenant shall not enter into, or be engaged or interested directly or indirectly in any business consent to, an Occupancy Transaction, other than an Encumbrance which shall be subject to the provisions in competition within Greater China Section 12.2(a) . without first procuring Landlord's written consent, which Landlord shall not withhold unreasonably ; provided, however, that by way of example and without limitation, the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause parties agree it shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found for Landlord to be void but would be valid withhold its consent if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companiesfollowing situations exist or may exist : (i)The Transferee's contemplated use of the Premises following the proposed Occupancy Transaction conflicts with the Permitted Use set forth in Section 1 . 11 ; (ii) In Landlord's reasonable business judgment, the SellerTransferee lacks sufficient business reputation or experience to operate a successful business of the type and quality permitted under the Lease ; (iii) In Landlord's reasonable business judgment, the present net worth of the Transferee is less than the greater of (i) the collective net worth of Tenant and any and all guarantors as of the Warrantor ▇▇▇▇ hereof or (ii) the collective net worth of Tenant and any provisions and all guarantors as of the ▇▇▇▇ of Tenant's request for consent ; (iv) In Landlord's reasonable business judgment, the percentage rent (if applicable) that Landlord reasonably anticipates receiving from the Transferee would be less than that which Landlord has heretofore received from Tenant ; (v) The proposed Occupancy Transaction would breach any covenant of Landlord respecting radius, location, use or exclusivity in any other lease, financing, financing agreement, or other agreement relating to the Shopping Center ; or (vi) Any guarantor of this Agreement); or (d) the carrying out of services pursuant Lease fails for any reason to confirm in writing, prior to the ESA (and any subsequent effective date of such agreement); or (e) Occupancy Transaction, its continuing liability under said Guaranty following the Company and its subsidiaries carrying on the Business.effective date of such Occupancy Transaction . 12.3

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will not at any time hereafter make use The shares of or disclose or divulge Restricted Stock are awarded to any person other than to officers or employees the Grantee on the condition that the Grantee remain in the employment of the Group and/or PACT and companies within Company or a Subsidiary throughout the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or Forfeiture Period (as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;defined below). (b) they will not at any time hereafter in relation The Forfeiture Period for the shares of Restricted Stock awarded pursuant to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way this Agreement shall expire as to be capable of or likely to be confused with the name of the later of: (i) the third anniversary of the date of this Agreement; and (ii) the last day of the Company’s single fiscal year during which the Company has both (A) net sales from operations of at least $______________, and shall use all reasonable endeavors to procure that no such name (B) operating income of at least ___ percent of net sales, excluding FAS 123R stock-based compensation expense and any one-time extraordinary expenses incurred in connection with an acquisition, merger or other business combination. The determination of whether the conditions of (ii)(A) and (ii)(B) above have been satisfied shall be used made by any personthe Committee and approved by the Board at the Committee’s and Board’s sole discretion. If the conditions in (ii)(A) and (ii)(B) above are not satisfied by the last day of the fifth full fiscal year after the date of this Agreement, firm or company with which it is/they are connected provided that then this Agreement shall expire and the Company and its subsidiaries Grantee shall be entitled forfeit the shares of Restricted Stock granted pursuant to use the name "Octavian" for the purposes of carrying out the Business;this Agreement. (c) they will procure that their subsidiariesDuring the Forfeiture Period, holding company (where applicable) the shares of Restricted Stock may not be sold, exchanged, transferred, pledged, hypothecated, or otherwise disposed of, and the Grantee agrees not to sell, exchange, transfer, pledge or otherwise dispose of any other affiliated companies and their employees will observe of such shares, or attempt to do so, during the restrictions contained in this Clause 7;Forfeiture Period. (d) they shall not do anything which is reasonably likely During the Forfeiture Period, the Committee, in its discretion, but subject to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on approval by the Company or its subsidiaries Board, may modify and/or terminate this Agreement at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiariestime and for any reason. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The CompaniesCompany shall not issue any Equity Securities of any type or class to any Person (the “Proposed Recipient”) unless the Company has offered each holder of Series A-1 Preferred Shares, Series A-2 Preferred Shares or the SellerNotes in accordance with the provisions of this Section 3 the right to purchase such Shareholder’s Pro Rata Share of such issuance (“Preemptive Rights”), and the Warrantor further severally undertake right to oversubscribe if any other holder of Series A-1 Preferred Shares, Series A-2 Preferred Shares or the Notes elects not to purchase its Pro Rata Share of such Equity Securities (“Oversubscription Rights”), for a per unit consideration, payable solely in cash, equal to the Purchaser per unit consideration to be paid by the Proposed Recipient and otherwise substantially on the same terms and conditions as are offered to the Proposed Recipient; provided, that after the Completion Dateforegoing restriction shall not apply to any of the following issuances: (a) they will not at any time hereafter make use issuance of Shares upon the conversion, exercise or disclose or divulge to any person other than to officers or employees exchange of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the PurchaserNotes; (b) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable issuance of or likely to be confused with the name Ordinary Shares upon conversion of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the BusinessPreferred Shares; (c) they will procure that their subsidiaries, holding company (where applicable) and issuance of Equity Securities in accordance with any other affiliated companies and their employees will observe the restrictions contained ESOP duly approved in compliance with this Clause 7Agreement; (d) they shall not do anything which is reasonably likely issuance of Shares pursuant to prejudice the goodwill of the Companies share splits or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly similar transactions duly approved in any business which shall be in competition within Greater China and the USA compliance with the Business of the Company or its subsidiaries as carried on at the Completion Datethis Agreement; (be) solicit or entice or endeavor issuance of Preferred Shares as contemplated under the Securities Purchase Agreement, including issuance of Series A-1 Preferred Shares to solicit or entice away from PAG and issuance of Ordinary Shares and Series A-2 Preferred Shares to the Company or its subsidiariesIssuer and Ordinary Shares, any employee, officer, manager or consultant Series A-3 Preferred Shares and Series B Preferred Shares to Cayman 2 in the Rollover Transactions; (f) issuance of Equity Securities for the purpose of restructuring of the Company or its subsidiariesGroup approved by PAG in writing; or (cg) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client issuance of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services Equity Securities pursuant to the ESA (bona fide acquisition by a Group Member, provided that such transaction or acquisition has been duly approved in accordance with this Agreement and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the BusinessArticles.

Restrictions. 7.1 The CompaniesNeither the Depositor nor any Certificateholder shall direct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Issuer or the Owner Trustee under this Agreement or any of the other Transaction Documents or would be contrary to Section 2.3 hereof nor shall the Owner Trustee be permitted to follow any such direction, if given. In addition, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: Issuer shall (a) they will not at maintain its financial and accounting books and records separate from those of any time hereafter make use of or disclose or divulge to any person other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Companyentity, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; (b) they will maintain its office and bank accounts separate from any other Person and hold itself out as a separate entity from the Depositor, the Certificateholders and any of their Affiliates and, (c) not at commingle its assets with those of any time hereafter other Person, (d) conduct its own business in relation its own name and use stationery, invoices, checks or other business forms under its own name and not that of any other Person, (e) other than as expressly set forth herein, pay its indebtedness and operating expenses from its own funds, and not pay the indebtedness, operating expenses and liabilities of any other Person, including the Depositor or the Certificateholders, (f) observe all formalities required under the Delaware Statutory Trust Act and other formalities required by the Transaction Documents, (g) not guarantee or become obligated for the debts of any other Person, (h) not hold out its credit as being available to satisfy the obligation of any other Person, (i) other than as expressly set forth herein, not make loans to any tradeother Person or buy or hold evidence of indebtedness issued by any other Person, (j) other than as expressly set forth herein, not pledge its assets for the benefit of any other Person, (k) not conduct any business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company Depositor or any Certificateholder, (l) correct any known misunderstanding regarding its separate identity, (m) not identify itself as a division of any other Person, (n) other than as expressly set forth herein, conduct business with the Depositor and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) Certificateholders and any other affiliated companies Affiliate thereof on an arm’s-length basis, (o) maintain adequate capital in light of its contemplated business operations, and their employees will observe the restrictions contained in this Clause 7; (dp) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability maintain appropriate records of all such parts of this clause as remain not so deletedappropriate actions. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The CompaniesEach Demand Filing Statement shall be filed as soon as possible but in no event later than 60 days (subject to the last sentence of this Section 2(b)) after the date CLGI makes the written request for registration and/or qualification under the preceding paragraph. CLGI shall not be permitted to make the written request for registration and/or qualification under the preceding paragraph more than once in any six-month period and no sooner than six months after the completion of any prior demand offering. Without limiting ▇▇▇▇▇’▇ obligation to effect any Demand Filing pursuant to this Section 2 and to pay for any and all Registration Expenses associated therewith (as provided in Section 5 hereof), a registration and/or qualification requested pursuant to this Section 2 shall not be counted as a Demand Filing Statement for purposes of the first sentence of Section 2(a) if CLGI has not been able to sell at least 50% of the Subject Securities requested to be included in such registration and/or qualification. In addition, a Demand Filing Statement shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective by the SEC and remains effective in compliance with the provisions of the Securities Act or unless a receipt or receipts for a final Canadian Prospectus with respect thereto has been issued by all applicable Canadian Regulatory Authorities and such prospectus remains in compliance with Canadian Securities Laws until the earlier of (x) such time as all of the Subject Securities covered thereby have been disposed of in accordance with such registration statement and/or prospectus and (y) in the case of a U.S. registration statement, with respect to any Shelf Registration, 270 days after the date on which the staff of the SEC has indicated that it is satisfied with the registration statement and all responses to its comments and that it is prepared upon the proper filing of a pricing amendment to declare the registration statement effective, or in the case of a Canadian Shelf, 270 days after the date on which a receipt or receipts for a final Canadian Shelf have been issued by the applicable Canadian Regulatory Authorities, (ii) if, after the registration statement with respect thereto has become effective, or a receipt or receipts for such prospectus have been issued, such registration or prospectus is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental or regulatory agency including a Canadian regulatory authority or court for any reason other than a violation of applicable law by CLGI and has not thereafter become effective or (iii) if, in the case of an underwritten offering, the Sellerconditions to closing specified in the underwriting agreement to which the Company is a party are not satisfied, other than by reason of any breach or failure by CLGI or any other holder; provided, that if such demand occurs during a Black Out Period (as defined below) or other period (not to exceed 90 days) during which ▇▇▇▇▇ is prohibited or restricted from filing a registration statement or a Canadian Prospectus pursuant to any underwriting or purchase agreement relating to an underwritten Rule 144A offering or registered or qualified public offering of securities in which CLGI was offered piggy-back rights pursuant to Section 3 (a “Lock Up Period”), ▇▇▇▇▇ shall notify CLGI of the basis therefore and shall not be required to notify the Warrantor further severally undertake holders of any Subject Securities of such demand or file such Registration Statement or Canadian Prospectus prior to the Purchaser that after end of the Completion Date: Black Out Period or Lock Up Period, as the case may be, in which event, ▇▇▇▇▇ will file such Registration Statement or Canadian Prospectus no later than the later of (a) they will not at 120 days after the original demand and (B) 60 days after the end of the Black Out Period or Lock Up Period, as the case may be; and provided, further, that ▇▇▇▇▇ may postpone the filing of any time hereafter make Registration Statement and/or Canadian Prospectus (and, in the case of a Pending Event Suspension Period only, suspend the effectiveness of any registration or qualification, suspend the use of any Prospectus and shall not be required to amend or disclose supplement the Registration Statement, any related Prospectus or divulge to any person document incorporated therein by reference (other than to officers an effective Registration Statement or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to Canadian Prospectus being used in an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; underwritten offering)) (bI) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period not to exceed an aggregate of 3 years after Completion: 75 days hereunder (aa “Pending Event Suspension Period”) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that (1) an event or circumstance occurs and is continuing that has not been publicly disclosed and, if not disclosed in the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented would, in the good faith reasonable judgment of the Board of Directors of ▇▇▇▇▇ (the “Board”), result in the Registration Statement, and any related Prospectus, or Canadian Prospectus or any such restriction document containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein, or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (2) in the good faith judgment of the Board, after consultation with its outside securities counsel, ▇▇▇▇▇ has a bona fide business purpose for not then disclosing the existence of such event or circumstance or (II) for a period not to exceed an aggregate of 120 days hereunder, in the event that ▇▇▇▇▇, for its own account or the account of others, has pending or is currently engaged in the process of and proposes to register Common Shares for sale in an underwritten public offering on Form ▇-▇, ▇-▇ or S-3, their successor forms or any other form under the Securities Act appropriate for a public offering of such securities of ▇▇▇▇▇ (other than a registration on Form S-8), or in an underwritten public offering pursuant to a Canadian Prospectus, in each case in an offering in which CLGI has been or will be offered piggy-back rights pursuant to Section 3 (a “Pending Registration Suspension Period”) and, together with a Pending Event Suspension Period, a “Black Out Period”); provided, further, that any period suspended, including the Effectiveness Period, shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held extended by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor number of days in any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent Black Out Period occurring during such agreement); or (e) the Company and its subsidiaries carrying on the BusinessPeriod.

Restrictions. 7.1 The CompaniesON THE TRANSFER OF PARTICIPATIONS (i) Unless otherwise expressly approved by all of the other Parties, no Party may Transfer (as defined below) any participations or any interest or right therein prior to the obtention by FMCF of any of the Licenses, and thereafter except in compliance with the terms and conditions of this Agreement, including without limitation, satisfaction of the following conditions: a) no Transfer shall be made other than pursuant to a written BONA FIDE firm and unconditional offer by a third party to acquire any or all of the participations by means of a Transfer from a Party (hereinafter, the Seller"THIRD PARTY OFFER"); b) no Transfer shall be made where the transferring Party and transferee agree in connection therewith that the transferor shall exercise any residual powers in respect of the participations so transferred; and c) the transferee, whether or not such transferee is an Affiliate of the transferor or any Party, must sign a document pursuant to which it becomes subject to, and bound by, the obligations of the transferring Party under this Agreement, including, but not limited to, all of the restrictions on transferability of such participations. (ii) Any Transfer in contravention of any of the provisions of this Clause shall be void and of no effect, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will not at any time hereafter make use of or disclose or divulge to any person other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further Parties agree that they shall always cause their representatives in the governing bodies of FMCF to take any action conducive to rejecting or not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;recognizing said Transfer. (biii) they will not The Parties recognize that Transfers of their shares are subject to restrictions during the period commencing on the date of the submission to the ART and ending five (5) years following the award to FMCF of the earliest to be awarded of the Licenses as follows: as from the date of submission of the application for the Licenses, but subject to a Party's right at any time hereafter in relation all times to any trade, business or company use a nametransfer its participations to Affiliates, or internet domain name including otherwise as set out in Clause II 10.4 and to the word or symbolexercise of the right of Non Defaulting Parties as set out in Clause II 2c(ii), or logo design Octavian and PacificNet, no Party may transfer any participations of FMCF or any similar word and symbol in such a way as to be capable interest or right therein until the date falling thirty (30) months from the date of or likely to be confused with the name awarding of the Company earliest of the Licenses and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes subsequent period of carrying thirty (30) months, subject to certain exemptions set out in Clause II 11(viii), no Party may transfer any participations of FMCF or any interest or right therein unless (i) such transfer is to another of the Business; Parties, (cii) they will procure such transfer(s) do(es) not exceed 50% of the Transferring Shareholder's initial participation in the share capital of FMCF as mentioned in Clause II 2 (a), and (iii) for a total percentage within this thirty (30) month period which, in respect of each Party, shall not exceed 5% of FMCF capital. The Parties agree that their subsidiariesin order to carry out any transfer between two Parties during such thirty (30) month period, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the address prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching notification to the securities of relevant French authorities. For the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions purpose of this Agreement); or (d) the carrying out , Transfer means, in respect of services a participation, any sale, conveyance, assignment, exchange or other transfer of a participation, whether voluntary or involuntary, but excluding any indirect sale or transfer pursuant to a merger or consolidation of or sale of a majority or more of the ESA (and any subsequent equity interests in a Party, except where the primary purpose of such agreement); or (e) merger, consolidation or sale of equity interests is to circumvent the Company and its subsidiaries carrying on the Businessrestrictions of this Clause.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will Subject to the provisions of Section 1(f) of this Agreement, the Shareholder agrees that, during the period commencing on the date on which the Company has given the Repurchase Notice to the Shareholder and ending on the Company-Scheduled Closing Date, the Shareholder shall not at exercise its conversion rights with respect to that number of Preferred Shares equal to the number of Notice Shares, and any time hereafter make use notice of conversion of the Preferred Shares actually given by the Shareholder during such period shall be deemed ineffective for all purposes. The Shareholder acknowledges that it would be unable to perform its obligations under this Agreement if it were to sell, assign, dispose of, convey or disclose transfer any Preferred Shares as to which the Company has the Repurchase Right or divulge any interest therein to any person other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;. (b) they In order that the Shareholder will be assured of the benefit of this Agreement, the Company agrees not to exercise its right to redeem the Preferred Shares set forth in Section 5 of the Articles Supplementary at any time hereafter in relation prior to the expiration of the Exercise Period or, if the Company exercises the Repurchase Right as to any tradeof the Preferred Shares, business or company use a name, or internet domain name including prior to the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way Company-Scheduled Closing Date as to be capable of or likely those Preferred Shares to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business;so repurchased. (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they The Company shall not do anything which is reasonably likely be required (i) to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry transfer on or be engaged or interested directly or indirectly in its books any business Preferred Shares which shall be in competition within Greater China and the USA with the Business of the Company have been sold, assigned, disposed of, conveyed or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on transferred by the Company or its subsidiaries at Completion, any person who is or was Shareholder in the previous 12 months, a customer, supplier or client violation of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of set forth in this Agreement); or , or (dii) to treat as owner of such Preferred Shares or to accord the carrying out of services pursuant right to the ESA (and vote as such owner or to pay dividends to any subsequent transferee to whom such agreement); or (e) the Company and its subsidiaries carrying on the BusinessPreferred Shares shall have been so transferred.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will not at any time hereafter make use of or disclose or divulge to any person other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; (b) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the ------------ prior written consent of either (1) the holders of a majority of the Shares held by WCAS VII or (2) the holders of a majority of the Shares held by GTCR; provided that no action which would result in either WCAS VII or GTCR being affected differently in any manner than the other, may be taken unless such action has the prior written consent of the Purchaserholders of a majority of the Shares held by WCAS VII and the holders of a majority of the Shares held by GTCR; it being understood that so long as there are two representatives designated by each of WCAS VII and GTCR on the Board of Directors in accordance with the terms of the Stockholders Agreement, for a period of 3 years after Completion: then (a) carry on the consent of the holders of a majority of the Shares held by WCAS VII shall be deemed to have been given when the unanimous approval of the Directors designated by WCAS VII has been obtained, as evidenced by written minutes or board resolutions and (b) the consent of the holders of a majority of the Shares held by GTCR shall be engaged deemed to have been given when the unanimous approval of the Directors designated by GTCR has been obtained, as evidence by written minutes or interested board resolutions; (i) directly or indirectly declare or pay any dividends or make any distributions upon any of its equity securities, other than payments of dividends on, or redemption payments in any business which shall be respect of, the Class A Preferred Stock pursuant to the Certificate of Incorporation; (ii) except (x) for redemptions or purchases of the Class A Preferred Stock pursuant to the Certificate of Incorporation of the Company, (y) for repurchases, redemptions or acquisitions of equity securities pursuant to agreements in competition within Greater China and effect as of the USA date hereof with the Business Company's employees or directors in effect on the date hereof and (z) in connection with the exercise by the holder of any minority interest in a Subsidiary of its rights under a "put," repurchase or similar arrangement with the Company or any Subsidiary in effect as of the date hereof, directly or indirectly redeem, purchase or otherwise acquire, or permit any Subsidiary to redeem, purchase or otherwise acquire, any of the Company's equity securities (including, without limitation, warrants, options and other rights to acquire equity securities); (iii) except for the issuance of equity securities (x) under any stock option plan or other benefit plan or arrangement approved by the Board of Directors of the Company or its subsidiaries (y) upon the exercise of preemptive rights or warrants authorized as carried on at of the Completion Datedate hereof, authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise), or permit any Subsidiary to authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise) of, (a) any notes or debt securities containing equity features (including, without limitation, any notes or debt securities convertible into or exchangeable for equity securities, issued in connection with the issuance of equity securities or containing profit participation features) or (b) any equity securities (or any securities convertible into or exchangeable for any equity securities) or rights to acquire any equity securities, other than the issuance of equity securities by a Subsidiary to the Company or another Subsidiary; (biv) solicit merge or entice consolidate with any person or endeavor permit any Subsidiary to solicit merge or entice away from consolidate with any person (other than a wholly owned Subsidiary); (v) sell, lease or otherwise dispose of, or permit any Subsidiary to sell, lease or otherwise dispose of, more than 5% of the Company or its subsidiaries, any employee, officer, manager or consultant consolidated assets of the Company and its Subsidiaries (computed on the basis of book value, determined in accordance with generally accepted accounting principles consistently applied, or fair market value, determined by the Board of Directors in its subsidiariesreasonable good faith judgment) in any transaction or series of related transactions (other than sales of inventory in the ordinary course of business); (vi) liquidate, dissolve or effect a recapitalization or reorganization in any form of transaction (including, without limitation, any reorganization in partnership form); (vii) acquire, or permit any Subsidiary to acquire, any interest in any business (whether by a purchase of assets, purchase of stock, merger otherwise), or enter into any joint venture; (viii) enter into, or permit any Subsidiary to enter into, the ownership, active management or operation of any business other than the ownership and operation of businesses engaged as rehabilitation hospitals or specialty long-term hospitals or engaged in rehabilitation services or contract therapy services or related businesses; (ix) enter into, or permit any Subsidiary to enter into, any transaction with any of its or any Subsidiary's officers, directors, employees or Affiliates or any individual related by blood, marriage or adoption to any such person (a "Relative") or any entity in which any such person or individual owns a beneficial interest (a "Related Entity"), except for normal employment arrangements and benefit programs on reasonable terms and except as otherwise expressly contemplated by this Agreement and the Ancillary Agreements; or (cx) deal withcreate, canvassincur, solicit assume or approach suffer to exist, or cause permit any Subsidiary to be dealt withcreate, canvassedincur, solicited assume or approached for business in competition with suffer to exist, indebtedness exceeding the Business carried on amounts approved therefor by the Company or its subsidiaries at Completion, any person who is or was Board in the previous 12 months, a customer, supplier or client of the Company or its subsidiariesannual budget. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The CompaniesON By signing this Agreement, you agree not to EXERCISE AND RESALE exercise this Option or sell any Shares acquired upon exercise of this Option at a time when applicable laws, regulations or Company or underwriter trading policies prohibit exercise or sale. In connection with any underwritten public offering by the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will not at any time hereafter make use Company of or disclose or divulge to any person other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged its equity securities pursuant to an order effective registration statement filed under the 1933 Act, including the Company's initial public offering, you shall not exercise this Option nor sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or agree to engage in any of a court of competent jurisdiction or as required pursuant the foregoing transactions with respect to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; (b) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, shares without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries underwriters, for such period of time after the effective date of such registration statement as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to may be dealt with, canvassed, solicited or approached for business in competition with the Business carried on requested by the Company or such underwriters. In order to enforce the provisions of this paragraph, the Company may impose stop-transfer instructions with respect to the shares until the end of the applicable stand-off period. Such limitation on exercise shall not alter the vesting schedule set forth in this Agreement other than to limit the periods during which this Option shall be exercisable. If the sale of Shares under the Plan is not registered under the Securities Act of 1933, but an exemption is available which requires an investment or other representation, you shall represent and agree at the time of exercise that the Shares being acquired upon exercise of this Option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its subsidiaries at Completioncounsel. THE COMPANY'S In the event that you propose to sell, pledge RIGHT OF FIRST or otherwise transfer to a third party any person who is REFUSAL Shares acquired under this Agreement, or was any interest in such Shares, the Company shall have the "Right of First Refusal" with respect to all (and not less than all) of such Shares. If you desire to transfer Shares acquired under this Agreement, you must give a written "Transfer Notice" to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price and the name and address of the proposed transferee. The Transfer Notice shall be signed both by you and by the proposed transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms described in the previous 12 monthsTransfer Notice (subject, however, to any change in such terms permitted in the next paragraph) by delivery of a customer, supplier or client Notice of Exercise of the Company or its subsidiaries. 7.3 Each and every obligation Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company. The Company's rights under this clause Subsection shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable freely assignable, in whole or in part. If the Company fails to exercise its Right of First Refusal within 30 days after the date when it received the Transfer Notice, you may, not later than 90 days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by you, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in the paragraph above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within 60 days after the date the Company received the Transfer Notice (or within such part or parts longer period as are unenforceable may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than lawful money paid at the time of transfer, the Company shall have the option of paying for the Shares with lawful money equal to the present value of the consideration described in the Transfer Notice. The Company's Right of First Refusal shall inure to the benefit of its successors and assigns and shall be deleted from this clause and binding upon any such deletion transferee of the Shares. The Company's Right of First Refusal shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but terminate in the event that Stock is listed or traded on an established stock exchange. TRANSFER OF OPTION Prior to your death, only you may exercise this Option. You cannot transfer or assign this Option. For instance, you may not sell this Option or use it as security for a loan. If you attempt to do any of these things, this Option will immediately become invalid. You may, however, dispose of this Option in your will. Regardless of any marital property settlement agreement, the Company is not obligated to honor a Notice of Exercise from your spouse or former spouse, nor is the Company obligated to recognize such restriction shall be found individual's interest in your Option in any other way. RETENTION RIGHTS This Agreement does not give you the right to be void but would be valid if some part thereof were deleted retained by the Company (or any Subsidiaries) in any capacity. The Company (or Subsidiary) reserves the area of operation right to terminate your employment at any time and for any reason. SHAREHOLDER RIGHTS You, or the period of application reduced such restriction shall apply with such modification your estate or heirs, have no rights as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings shareholder of the company concerned Company until a certificate for the Shares acquired upon exercise of this Option has been issued. No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued, except as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be described in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the BusinessPlan.

Restrictions. 7.1 The CompaniesNotwithstanding anything to the contrary contained in this Guarantee and Security Agreement, none of the Collateral Agent, the SellerInvestor or any Grantor will take or instruct the Collateral Agent to take any action pursuant to this Guarantee and Security Agreement that (i) would constitute or result in any assignment of a Permit (as defined in Section 4.03(a)) or any transfer of control of such Grantor or any Subsidiary of such Grantor if such assignment of a Permit or transfer of control would require under then existing law (including the written rules and regulations promulgated by the FCC) the prior approval of the FCC or any State PUC or (ii) would otherwise require the prior approval of the FCC or any State PUC, unless such approval has been obtained (as applicable) from such State PUC or from the FCC. Without limiting the generality of the foregoing, the Collateral Agent and the Warrantor further severally undertake to the Purchaser Investor each specifically agrees that after the Completion Date: (a) they voting rights with respect to the Pledged Collateral will not remain with the holders of such voting rights during the existence of an Event of Default unless and until any required prior approvals to the transfer of such voting rights have been obtained (as applicable) from such State PUC or from the FCC, and (b) during the existence of any Event of Default and foreclosure upon the Pledged Collateral by the Collateral Agent, there will be either a private or public sale of the Pledged Collateral, and (c) prior to the exercise of voting rights by the purchaser at any time hereafter make use such sale, any consent of any State PUC or disclose or divulge the FCC required pursuant to any person other than to officers State Communications Act or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for Federal Communications Act (respectively) will be obtained. For the purposes of carrying on this Section 6.04, "FCC" means the Business Federal Communications Commission or any other entity or agency that succeeds to its responsibilities and powers, "State Communications Acts" means the laws of any state in which any Grantor or any Subsidiary of such Grantor does business that govern the provision of communications services offered or performed by such Grantor or any Subsidiary of such Grantor within such state and are applicable to such Grantor or such Subsidiary of such Grantor, as amended from time to time, and as implemented by the rules, regulations, and orders of the Company, applicable State PUC or any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction and "State PUC" means the public utility commission or as required pursuant to other regulatory agency of any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use state in which any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; (b) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, Grantor or any similar word Subsidiary of such Grantor does business that is vested with jurisdiction over such Grantor or such Subsidiary of such Grantor and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted over State Communications Acts or the area provision of operation or the period of application reduced communication services within such restriction shall apply with such modification as may be necessary to make it valid and effectivestate. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The CompaniesON TRANSFER. THE LESSEE MAY NOT (i) SUBLET OR TRANSFER POSSESSION OF THE EQUIPMENT OTHER THAN IN THE ORDINARY COURSE OF BUSINESS, OR (ii) MERGE INTO, CONSOLIDATE WITH OR TRANSFER ITS ASSETS SUBSTANTIALLY AS AN ENTIRETY TO ANOTHER PARTY WITHOUT THE LESSOR'S PRIOR WRITTEN CONSENT GIVEN IN THE LESSOR'S SOLE AND ABSOLUTE DISCRETION. THE LESSEE MAY NOT ASSIGN, PLEDGE, OR OTHERWISE ENCUMBER THIS LEASE OR THE EQUIPMENT. With respect to any authorized sublease or transfer of possession of the Equipment, the Sellerrights of the sublessee or transferee will be subject and subordinate to all the terms of this Agreement, and including the Warrantor further severally undertake Lessor's right of repossession on the occurrence of an Event of Default. The Lessee will remain primarily liable for the performance of all the terms of this Agreement to the Purchaser same extent as if the sublease or transfer of possession had not occurred. The Lessor will have the right, at its sole expense, to assign, sell, or encumber any part of its interest in the Equipment or in this Agreement and any proceeds of the disposition of that after interest, subject to the Completion Date: (a) they Lessee's rights under this Lease. To effect or facilitate such assignment, sale or encumbrance, the Lessee agrees to provide all agreements, consents, conveyances or documents that may be reasonably requested by the Lessor, including an unrestricted release of the Lessor from its obligations under this Agreement. That release will not at release the Lessor from any time hereafter make use liability that arose before the assignment or sale. The Lessee acknowledges that an assignment, sale, or encumbrance of the Lessor's interest would not materially change the Lessee's duties under the Agreement or disclose materially increase its burdens or divulge risks. Without prejudice to any person other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; (b) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided rights that the Company and its subsidiaries shall be entitled to use Lessee may have against the name "Octavian" for Lessor, the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes Lessee agrees that it will not, without not assert against an assignee any claim or defense that it may have against the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiariesLessor. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will not at any time hereafter make use of or disclose or divulge Neither Interest Holder nor the Buyer Entities may exercise its right to any person other than sell and purchase, respectively, the Equity Interests pursuant to officers or employees Section 2.1 unless the same rights are exercised, in full, in connection with all of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;Equity Interests. (b) they will The Buyer Entities shall not at have the right to deliver a notice to purchase the Equity Interests pursuant to Section 2.1 above if any time hereafter in relation to any tradeBank Agreement does not permit such purchase, business or company use a name, or internet domain name including unless the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with Buyer Entities obtain an appropriate waiver under the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business;Bank Agreement. (c) they will procure In the event that their subsidiariesany Bank Agreement does not permit the Buyer Entities, holding company or any one or more of them, to purchase the Equity Interests in accordance with a notice given by Interest Holder pursuant to Section 2.1 above, the Buyer Entities shall (where applicablei) immediately notify Interest Holder indicating the provisions in the Bank Agreement which it believes applicable and (ii) within ten (10) business days, request a waiver of such provisions of the applicable Bank Agreement. If the Buyer Entities are not successful in obtaining a waiver under the Bank Agreement, (iii) the Buyer Entities shall be under no then present obligation to purchase the Equity Interests and (iv) Interest Holder may either withdraw its purchase request or, by further notice to the Buyer Entities, or any other affiliated companies and their employees will observe one of them, require that such purchase request be considered a continuing request which shall be acted upon at the restrictions contained first date thereafter when such purchase would not be a violation of the Bank Agreement. If Interest Holder elects that the request be considered of a continuing nature, it may reasonably require the Buyer Entities to renew its request for a waiver under the Bank Agreement from time to time. Provided, however, the Buyer Entities shall not be deemed to be prevented from purchasing the Equity Interests if the aggregate purchase price for such Equity Interests can be paid by each of the Buyer Entities contributing the maximum consideration which said Buyer Entity may contribute without said Buyer Entity breaching its Bank Agreement or the maximum contribution which said Buyer Entity may make pursuant to a Bank Agreement waiver obtained in accordance with the requirement of this Clause 7;subsection. (d) they shall not do anything which is reasonably likely to prejudice In the goodwill event that the obligation of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will notPartnership to purchase the Partnership Interests in accordance with a notice given by Interest Holder pursuant to Section 2.1 shall, without at anytime during the prior written consent initial five years after the commencement of the PurchaserPut Option Period, for prevent any Buyer Entity from pursuing or completing a period capital project (i) approved in the manner provided herein or in the partnership or shareholder documents relating to a Buyer Entity other than the Partnership and (ii) to cost more than the Put Strike Price (computed as of 3 years after Completion: the date of Interest Holder’s notification) and (aiii) carry on is material to the expansion or success of any Buyer Entity and (iv) the General Partner has notified Interest Holder of the pending capital project prior to the exercise of the Put Option, (x) the Partnership shall be engaged or interested directly or indirectly in any business under no then present obligation to purchase the Partnership Interests and (y) Interest Holder may either withdraw its purchase request or, by further notice to the Partnership, require that such purchase request be considered a continuing request which shall be acted upon at the first date thereafter when such purchase will not be restricted by Section 2.3(c) or this subparagraph. (e) The Put Strike Price or Call Strike Price shall be paid by the Buyer Entities in competition within Greater China full by wire transfer of immediately available funds into a bank account as designated by Interest Holder on the date established pursuant to Section 2.2; provided that the Buyer Entities shall have the option, to be exercised in writing delivered to Interest Holder, to pay its purchase money obligation in connection with the Put Strike Price by paying an amount equal to twenty five percent (25%) of the Put Strike Price on the date established pursuant to Section 2.2 and the USA with the Business remainder of the Company Put Strike Price in thirty six (36) equal monthly installments (or its subsidiaries as carried on the remaining term of the Partnership if less than three (3) years) with interest payable at the Completion Date; (b) solicit or entice or endeavor prime rate, as established from time to solicit or entice away from time by Bank of America NA. The first installment shall be due and payable on the Company or its subsidiaries, any employee, officer, manager or consultant first day of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached month following the date for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client sale and purchase of the Company or its subsidiaries. 7.3 Each Partnership Interest, and every obligation under this clause subsequent monthly installments, with accrued interest, shall be treated as due and payable on the first day of each succeeding month until the entire amount of the obligation is paid. The Buyer Entities shall jointly and severally execute a separate obligation promissory note containing the principal and shall be severally enforceable as such interest terms set forth herein and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability a provision which provides for an acceleration of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but obligations under the promissory note in the event that the Buyer Entities (or any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area one of operation or the period of application reduced such restriction shall apply with such modification as may be necessary them) fails to make it valid any payment of principal and effective. 7.5 Nothing in this Clause 7 shall apply to: interest within five (a5) Business Days after due or upon the direct or indirect holding occurrence of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companiesevent causing the dissolution and termination of any one or more of the Buyer Entities. The promissory note shall have priority in payment and upon the assets of the Buyer Entities as to all creditors except (i) under the Bank Agreements and (ii) under any then existing agreements or future agreements entered into in the ordinary course of business which create a valid, perfected purchase money security interest, under applicable law. The Buyer Entities shall have the right to prepay all or any part of the purchase money obligation at any time without penalty. If the Buyer Entities exercise the option to pay over time as provided in this Section 2.3(e), the Seller, Buyer Entities agree to execute a promissory note and such other document as counsel for Interest Holder reasonably believes necessary to reflect the Warrantor of any provisions terms of this AgreementSection 2.3(e); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The CompaniesPreferred Stock, and upon conversion of the Preferred Stock, the SellerConversion Shares, are transferable only pursuant to (i) a public offering registered under the Securities Act; (ii) Rule 144 of the Commission (or any similar rule then in effect) if such rule is available (although the Company has no current obligation to make Rule 144 available, the Company is subject to the covenants in SECTION 1.12); and (iii) subject to the conditions specified elsewhere in this SECTION 4, any other legally available means of transfer under applicable federal and state securities laws; provided, however, that in the case of (ii) and (iii) above, the Company first shall have received an opinion of legal counsel or other evidence, reasonably satisfactory to the Company, to the effect that such sale or transfer is exempt from the registration requirements of the Securities Act. Notwithstanding anything to the contrary in the foregoing sentence, (i) the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances and (ii) the Company will not require opinions of counsel for transfers to Affiliated Entities or Distribution Recipients (each as defined below) so long as (x) in the case of a transfer to a Distribution Recipient, the transferor certifies in writing to the Company that the transferor is not receiving any consideration in connection with the transfer, and (y) so long as the Warrantor further severally undertake transferee will be subject to the Purchaser that after terms of these restrictions to the Completion Date: (a) they will same extent as if such transferee were an original Investor hereunder. An Investor may not sell, assign, transfer or otherwise dispose of any of the Preferred Stock or the Conversion Shares if at any time hereafter make use of at which the Company is not required to file reports with the Commission pursuant to Sections 12(b), 12(g) or disclose or divulge to any person other than to officers or employees 15(d) of the Group and/or PACT and companies within Exchange Act, such sale or transfer would cause the PACT group companies whose province it is to know the same or for the purposes number of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; (b) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name shareholders of the Company and shall use all reasonable endeavors to procure that no increase such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall would be entitled to use the name "Octavian" for the purposes of carrying out the Business; within ten (c10) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill shareholders of the Companies number that would cause the Company to be required to file reports with the Commission pursuant to Sections 12(g) or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent 15(d) of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiariesExchange Act. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will not All Purchased Restricted Shares shall be fully vested and credited as fully paid at any the time hereafter make use of or disclose or divulge to any person other than to officers or employees payment in full of the Group and/or PACT and companies within amount specified in Section 1 hereof. There will be no restrictions on sale, assignment, mortgage, hypothecation, transfer, charge, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any of the PACT group companies whose province it is Purchased Restricted Shares or any agreement or commitment to know do any of the same foregoing (each a "Transfer") with respect to the Purchased Restricted Shares, whether voluntary or for involuntary, by operation of law or otherwise, except as set forth specifically in this Restricted Share Agreement, including (i) Section 2(b) hereof, which provides that, upon termination of the purposes of carrying on Participant's employment, the Business of Participant can be required to sell the Purchased Restricted Shares to the Company, any information relating subject to certain terms and conditions, (ii) Section 13 hereof, which provides that no Purchased Restricted Shares shall be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of prior to the Companies or end of the subsidiaries other than any information properly available Lock-Up Period except as otherwise expressly permitted under this Restricted Share Agreement, (iii) Section 14(a) hereof, which provides that Participant's right to the public or disclosed or divulged pursuant participate in certain sales is subject to an order of a court of competent jurisdiction or as required pursuant specified requirements and limitations, and (iv) Section 14(b) hereof, which provides that Participant can be compelled to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;participate in certain sales. (b) they will not at Upon any time hereafter in relation to any trade, business or company use a name, or internet domain name including termination of the word or symbol, or logo design Octavian and PacificNet, Participant's employment with the Company or any similar word and symbol in such a way as to be capable of or likely to be confused with the name affiliate of the Company (unless, upon such termination, Participant immediately becomes employed by the Company or another affiliate of the Company) for any reason prior to the Public Offering Date (as defined in Section 13(b) below) (a "Call Purchase Event"), subject to the provisions of this Section 2(b), the Company may, at its option, exercisable by written notice (a "Call Notice") delivered to the Participant (or in the case of a deceased Participant, the Participant's personal representative, executor or administrator) within ninety (90) days after the applicable Call Purchase Event (or, in the event the applicable Call Purchase Event is the death of the Participant, within thirty (30) days after the appointment and shall use all reasonable endeavors qualification of the deceased Participant's personal representative, if later), elect to procure that no repurchase and, upon the giving of such name notice, the Company shall be used obligated to repurchase and the Participant (and the related transferees, if any, of the Participant or, in the case of a deceased Participant, his personal representative, executor or administrator) (the "Seller") shall be obligated to sell, all of the Restricted Purchased Shares held by any person, firm or company with which it is/they are connected provided that the Seller at a per-Share price equal to: (i) if the Participant is terminated by the Company and its subsidiaries shall be entitled to use or an affiliate for Cause, then the name "Octavian" for the purposes lower of carrying out the Business(x) Fair Market Value or (y) US$10; (cii) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe if the restrictions contained in this Clause 7; (d) they shall not do anything which Participant is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of terminated by the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiariesan affiliate without Cause, any employee, officer, manager or consultant of the Company or its subsidiariesthen Fair Market Value; or (ciii) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition if Participant's employment with the Business carried on by the Company or its subsidiaries at Completionany affiliate terminates for any other reason, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiariesthen US$10. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will The Company shall not be required to issue any shares of Common Stock under this Warrant if the issuance of such shares would constitute a violation by the Company of any provision of any law, rule or regulation of (i) any governmental authority, including without limitation, compliance with the registration or qualification requirement of applicable federal and state securities laws or (ii) any applicable self governing organization or stock exchange, including without limitation, the rules, regulations or listing requirements of The Nasdaq Stock Market or the SWX Swiss Exchange. If at any time hereafter make use the Company shall determine, based upon the advice of securities counsel, that the registration, qualification or disclose listing of any shares subject to this Warrant under any applicable state or divulge to any person federal law or other than to officers applicable rules or employees regulations (including those of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Company, any information relating to the Companies Nasdaq or the subsidiaries other than SWX Swiss Exchange) is necessary as a condition of, or in connection with, the issuance of shares, the Company shall not be required to issue any information properly available shares of Common Stock under this Warrant unless the Company has received evidence reasonably satisfactory to it that (A) in connection with the public Securities Act, a registration statement under the Securities Act is in effect with respect to such shares or disclosed or divulged the holder of this Warrant may acquire such shares pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation exemption from registration under the Securities Act, and (B) in connection with the Seller and SWX Swiss Exchange, such shares have been properly listed on the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;SWX Exchange. (b) they will If the Warrantholder has not at any time hereafter paid in relation to any trade, business or company use a name, or internet domain name including full (in the word or symbol, or logo design Octavian manner and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused accordance with the name terms of the Asset Purchase Agreement or as otherwise agreed by the Company and shall use all reasonable endeavors the Warrantholder), any amounts owed to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company pursuant to Section 8 of the Asset Purchase Agreement and its subsidiaries shall the Warrantholder elects to exercise this Warrant during the pendency of any such outstanding deficiency, then the aggregate Exercise Price in effect immediately prior to such time will be entitled to use the name "Octavian" increased (solely for the purposes of carrying out this paragraph 2.5(b)) by the Business; (cdeficient amount owed to the Company by the Warrantholder. Notwithstanding the foregoing, and except as otherwise set forth in Section 8(b)(v) they of the Asset Purchase Agreement, if any such deficiency has not been finally resolved, paid or settled at the conclusion of the Exercise Period, then the Warrantholder may not exercise this Warrant and the Company shall not be required to issue any shares of Common Stock under this Warrant. Neither the exercise of nor the failure to exercise this right will procure that their subsidiaries, holding company (where applicable) and constitute an election of remedies or limit the Company in any manner in the enforcement of any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes remedies that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching available to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the BusinessCompany.

Restrictions. 7.1 Tenant shall not, either voluntarily or by operation of law, assign, sell, encumber, pledge or otherwise transfer all or any part of Tenant’s leasehold estate hereunder, or permit the Premises to be occupied by anyone other than Tenant or Tenant’s employees, or sublet the Premises or any portion thereof (collectively or separately, as the case may be, any such instance hereinafter a “transfer”), without obtaining, in each such instance, Landlord’s prior written consent. ▇▇▇▇▇▇▇▇’s consent shall not be unreasonably withheld, provided (i) that the occupancy resulting therefrom will not violate any rights theretofore given to any other tenant of the Commercial Center, (ii) that substantially the same type, class, nature and quality of business, merchandise, services, management and financial soundness of ownership is maintained and will continue to be furnished in a manner compatible with the high standards contemplated by this Lease, (iii) that the business reputation of the proposed new occupant is not less than that of Tenant, (iv) that the proposed new occupant or its manager has, within the 5 year period immediately preceding the proposed transfer, at least 3 years’ experience in operating a business in the food service industry, (v) that as a result of such transfer the Premises or any part thereof would not be subject to any alteration, addition or other change or requirement to bring the same into compliance with all then applicable environmental, remedial and other laws including, without limitation, all laws, ordinances, rules, directions, regulations, guidelines, requirements and orders of all governmental and public bodies and agencies having jurisdiction there over, and (vi) that none of the covenants, conditions or obligations imposed upon Tenant by this Lease, including without limitation any use restrictions, nor any of the rights, remedies or benefits afforded Landlord by this Lease, are thereby impaired or diminished. Consent by Landlord to one or more transfers shall not release Tenant from its obligations hereunder and shall not operate as a waiver or discharge of any of the provisions of this Article with respect to any subsequent transfer. ▇▇▇▇▇▇▇▇’s acceptance of rent from anyone other than Tenant shall not be deemed to be a waiver of any of the provisions of this Lease or to be a consent to any transfer of all or any part of Tenant’s leasehold estate hereunder or the subletting of all or any part of the Premises. Any transfer or attempted transfer without ▇▇▇▇▇▇▇▇’s written consent shall be void and confer no rights upon any third person, and at the option of Landlord, shall terminate this Lease; and said third person shall be occupying the Premises as a tenant at sufferance. The Companiesvoluntary or other surrender of this Lease by Tenant or a mutual cancellation hereof shall not work a merger and shall, at the option of Landlord, terminate all or any existing subleases or subtenancies, or shall operate as an assignment to Landlord of such subleases or subtenancies. If Tenant is a corporation, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will not at any time hereafter make use capital stock of or disclose or divulge to any person other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; (b) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed publicly traded on a recognized national stock exchange where the total voting rights exercisable at general meetings of the exchange, or is an unincorporated association, limited liability company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companiesor partnership, the Sellertransfer, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor assignment or hypothecation of any securities of any member of the Group; or (c) the use stock or disclosure of any information which can be shown by Seller to be interest in such corporation, association, limited liability company or partnership in the public domain aggregate in excess of fifty-one percent (otherwise than in consequence of any breach by any of 51%) from the Companies, holdings at the Seller, time such entity became Tenant hereunder shall be deemed as a transfer within the meaning and the Warrantor of any provisions of this Agreement)Article; or (d) provided, however, such an event shall not be deemed a transfer hereunder if the carrying out same is a result of services pursuant the death of any of said stockholders, members or partners, occurs among the present stockholders, members or partners, or is effected for bona fide estate planning purposes whereby spouses or children of the present stockholders, members or partners become beneficial owners thereof. ▇▇▇▇▇▇ agrees to reimburse Landlord for Landlord’s reasonable costs and attorneys’ fees incurred in conjunction with the ESA (processing and documentation of any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Businessrequested transfer.

Restrictions. 7.1 The CompaniesNotwithstanding any other provision of this Section 3, the SellerEuramax Group shall not be required to pay any of the Management Fees contemplated by Section 3(a), if and to the extent such payment is expressly prohibited by the provisions of (i) the Indenture dated as of September 25, 1996, as supplemented by the Amended and Restated Supplemental Indenture, dated as of December 14, 1999, by and among Euramax International Limited, certain other subsidiaries of Euramax named therein and Chase Manhattan Bank as Trustee or (ii) the Second Amended and Restated Credit Agreement, dated as of March 15, 2002, among the Company, certain subsidiaries of the Company named therein, the Lenders named therein and BNP Paribas as Agent, as the same may be amended, modified or supplemented, from time to time (the “Facility Agreements”), or any other credit, financing or other agreements or instruments binding upon the Euramax Group or their properties; provided, however, that if, as a result of the operation of any such prohibitions, payments otherwise owed hereunder are not made, such payments shall not be cancelled but rather shall accrue, and shall be payable by the Warrantor further severally undertake Euramax group promptly when, and to the Purchaser that after extent that, the Completion Date: (a) they will not Euramax Group is no longer prohibited from making such payments, together with accrued interest calculated at the Base Rate of interest then charged under the foregoing Second Amended and Restated Credit Agreement from the date such payment was due through the date of payment. No amendment to this Agreement which results or could reasonably be expected to result in the incurrence of any time hereafter make use of or disclose or divulge to any person other than to officers or employees additional liabilities by the Company hereunder shall be effective without the affirmative consent of the Group and/or PACT and companies within independent members of the PACT group companies whose province it is to know the same or for the purposes board of carrying on the Business directors of the Company. This Section 3(e) will not prohibit nor restrict, in any information relating manner, the Euramax Group’s obligation to make the Companies payments specified in Section 3(a) or the subsidiaries other than any information properly available Section 3(b), to the public or disclosed or divulged make reimbursements pursuant to an order of a court of competent jurisdiction or as required Section 3(d), to provide indemnification pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; (b) they will not at any time hereafter in relation to any trade, business or company use a nameSection 6, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and make any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on payments contemplated by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they The Investors covenant that the Securities will be disposed of only pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act or pursuant to an available exemption from, or in a transaction not at subject to, the registration requirements of the Securities Act, and in compliance with applicable state securities laws. In connection with any time hereafter make use transfer of or disclose or divulge to any person Securities other than (i) pursuant to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is an effective registration statement, (ii) to know the same or for the purposes of carrying on the Business of the Company, any information relating (iii) pursuant to Rule 144 (provided that the Investor provides the Company with reasonable assurances (in the form of a seller representation letter) that such Securities, as applicable, may be sold pursuant to such rule) or Rule 144A (as promulgated under the Securities Act), or (iv) in connection with a bona fide pledge as contemplated in Section 4.1(c), the Company may require the transferor to provide to the Companies or Company an opinion of counsel selected by the subsidiaries other than any information properly available transferor, the form and substance of which opinion shall be reasonably satisfactory to the public or disclosed or divulged pursuant Company, to the effect that such transfer does not require registration of such transferred Securities, as applicable, under the Securities Act. Notwithstanding the foregoing, the Company hereby consents to and agrees to register on the books of the Company and with its Transfer Agent, without any such legal opinion, except to the extent that the transfer agent requests such legal opinion, any transfer of Securities, as applicable, by an Investor to an order Affiliate of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake such Investor; provided further that they shall such transfer does not use involve a “sale” within the meaning of Section 2(a)(3) of the Securities Act; and provided, further that such Affiliate does not request any advantages derivable from removal of any existing legends on any certificate evidencing such confidential information for their business or affairs unless agreed otherwise by the Purchaser;Securities, as applicable. (b) they will not at any time hereafter in relation The Investors agree to any tradethe imprinting, business or company use a nameuntil no longer required by this Section 4.1(b), or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by following legend on any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by certificate evidencing any of the CompaniesSecurities: THESE SECURITIES [for Notes, the Sellerinsert: AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF; for Commitment Fee Warrants, and the Warrantor of any provisions of this Agreement); or insert: AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF] HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.THE “SECURITIES

Restrictions. 7.1 The CompaniesShares may not be sold, transferred, exchanged, ------------ assigned, pledged, hypothecated or otherwise encumbered prior to January 2, 1997. If ▇▇▇▇▇'▇ employment with the SellerCompany terminates for any reason prior to January 2, 1997, then ▇▇▇▇▇ shall forfeit all of his right, title and interest in and to the Shares as of the date of employment termination. In order to enforce the restrictions imposed upon the Shares, ▇▇▇▇▇ will, immediately upon receipt of the certificate(s) representing the Shares, deposit such certificate(s), together with stock powers or other instruments of transfer appropriately endorsed in blank, with the Company. Further, such certificate(s) will bear the following legends: "The securities evidenced by this certificate are subject to the terms and conditions (including forfeiture and restrictions against transfer) contained in a Restricted Stock Award Agreement between the registered owner of the shares and XcelleNet, Inc. Release from such terms and conditions shall be made only in accordance with the provisions of such Agreement, copies of which are on file in the office of the Secretary of XcelleNet, Inc. "The securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended, and may not be sold, transferred, assigned, or hypothecated unless (i) there is an effective registration statement under such Act covering such securities, (ii) the transfer is made in compliance with Rule 144 promulgated under such Act, or (iii) the issuer receives an opinion of counsel, reasonably satisfactory to the issuer, stating that such sale, transfer, assignment or hypothecation is exempt from the registration requirements of such Act. "The securities evidenced by this certificate have been issued or sold in reliance on paragraph (13) of Code section 10-5-9 of the Georgia Securities Act of 1973, and may not be sold or transferred except in a transaction which is exempt under such Act or pursuant to an effective registration statement under such Act." After the termination of the restrictions on the Shares, new certificate(s), without the first legend set forth above but retaining the second and third legends, if appropriate, for the Shares will be delivered to ▇▇▇▇▇. ▇▇▇▇▇ agrees that the Company may also endorse any other legends required by applicable federal or state securities laws. Any legend endorsed on a certificate pursuant to this Section 2 and the stop transfer instructions with respect to the Shares shall be removed, as appropriate, and the Warrantor further severally undertake Company shall issue a certificate without such legend to the Purchaser that after holder thereof if the Completion Date: (a) they will not at any time hereafter make use of or disclose or divulge to any person other than to officers or employees sale of the Group and/or PACT Shares is registered under the Securities Act of 1933, as amended (the "Securities Act") and companies within a prospectus meeting the PACT group companies whose province it is to know the same or for the purposes requirements of carrying on the Business Section 10 of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; (b) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which Securities Act is reasonably likely to prejudice the goodwill of the Companies or their subsidiariesavailable. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The CompaniesExcept in connection with (i) a Third Party Offer as provided in Section 2.1 or (ii) a registered Public Offering pursuant to Article IV, the Sellerno Shareholder shall, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will not at sell, pledge, assign, grant a participation interest in, encumber or otherwise transfer or dispose of any time hereafter make use of or disclose or divulge Shares to any person other than to officers or employees Person, whether directly, indirectly, voluntarily, involuntarily, by operation of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Companylaw, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of judicial process or otherwise (a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; (b"Transfer") they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of KMOC, which shall not be unreasonably withheld, except in accordance with one of the Purchaser, for a period of 3 years after Completionfollowing: (a) carry on a. subject to compliance with the provisions of Section 3.2, pursuant to a sale to any one Person or be engaged or interested directly or indirectly group in an amount less than 5% of the outstanding securities of any class of KMOC; PROVIDED, HOWEVER, that the aggregate of such sales made by the Shareholders as a group in any business which one year shall be in competition within Greater China and the USA with the Business not exceed 10% of the Company or its subsidiaries as carried on at the Completion Dateoutstanding securities of any class of KMOC; (b) solicit b. pursuant to a merger, consolidation or entice other business combination involving Waldo, where Waldo is not the surviving entity, or endeavor a sale of all or substantially all of Waldo's assets; PROVIDED, HOWEVER, that the surviving or purchasing entity agrees to solicit or entice away from be bound by the Company or its subsidiaries, any employee, officer, manager or consultant terms of the Company or its subsidiariesthis Agreement; or c. pursuant to a Transfer of Shares by Waldo to a Wholly Owned Subsidiary of Waldo, from a Wholly Owned Subsidiary of Waldo to Waldo or between Wholly Owned Subsidiaries of Waldo (c) deal withany such transferee shall be referred to herein as a "Permitted Transferee"), canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was provided that in the previous 12 monthscase of any such Transfer, a customer, supplier or client Waldo shall have provided KMOC with written notice of such proposed Transfer at least 15 days prior to consummating such Transfer stating the name and address of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the CompaniesPermitted Transferee, the Sellerrelationship between Waldo and the Permitted Transferee, and the Warrantor; or (b) the holding Permitted Transferee shall have executed a copy of this Agreement as a shareholder of KMOC. If any Permitted Transferee to whom Shares have been Transferred pursuant to this Section 3.1 by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller Waldo ceases to be in a Permitted Transferee, such Shares shall be Transferred back to Waldo immediately prior to the public domain (otherwise than in consequence time such Person ceases to be a Permitted Transferee of Waldo. Waldo and such Permitted Transferee shall be jointly and severally liable for any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent Agreement by such agreement); or (e) the Company and its subsidiaries carrying on the BusinessPermitted Transferee.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date:ON TRANSFER ------------------------ (a) they Each Holder agrees that such Holder will not at any time hereafter make use transfer or otherwise reduce such Holder's risks relative to the shares of or disclose or divulge Premiere Common Stock to any person other than to officers or employees be received by each Holder upon consummation of the Group and/or PACT Acquisition until such time as Premiere notifies the Holder that the requirements of ASR 130 and companies within 135 have been met. Each Holder understands that ASR 130 and 135 relate to publication of financial results of post-closing combined operations of Premiere and VoiceCom. Premiere agrees that it will publish such results on or before the PACT group companies whose province Annual Report Filing Date, and that it is will notify the Holders promptly following such publication. Premiere shall be entitled to know the same or for the purposes of carrying place restrictive legends on the Business shares of the Company, any information relating Premiere Common Stock issued to the Companies or the subsidiaries other than any information properly available Shareholders pursuant to the public or disclosed or divulged pursuant Stock Purchase to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and enforce the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;foregoing restrictions. (b) they will not at any time hereafter in relation Prior to any tradeproposed transfer of any Registrable Securities (other than under the circumstances described in Section 3 hereof), business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in Holder thereof shall give written notice to Premiere of its intention to effect such a way as to be capable of or likely to be confused with transfer. Each such notice shall describe the name manner of the Company and shall use all reasonable endeavors to procure that no such name proposed transfer and, if requested by Premiere, shall be used accompanied by any person, firm or company with which it is/they are connected provided an opinion of counsel reasonably satisfactory to Premiere to the effect that the Company and its subsidiaries proposed transfer may be effected without registration under the Securities Act, whereupon such Holder shall be entitled to use transfer the name "Octavian" for Registrable Securities in accordance with the purposes terms of carrying out its notice. Each certificate or instrument transferred as above provided shall bear the Business;legend set forth in Section 2(c), except that such certificate or instrument shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the Securities Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee would be entitled to transfer such Registrable Securities in a public sale without registration under the Securities Act. (c) they will procure that their subsidiaries, holding company Each certificate evidencing Registrable Securities issued to any Holder in connection with the Acquisition (where applicable"Restricted Shares") and any other affiliated companies and their employees will observe shall bear a legend in substantially the restrictions contained in this Clause 7;following form: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES ACTS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE SECURITIES ACTS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE." (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in In the event that any such restriction Restricted Shares shall be found cease to be void but would be valid if some part thereof were deleted or subject to the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing restrictions on transfer set forth in this Clause 7 shall apply to: (a) Agreement, Premiere shall, upon the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings written request of the company concerned as represented Holder thereof, issue to such Holder a new certificate evidencing such Restricted Shares without the legend required by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (bSection 2(c) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Businesshereof endorsed thereon.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will not at No Stockholder shall, voluntarily or involuntarily, directly or indirectly, sell, assign, donate, hypothecate, pledge, encumber, grant a security interest in or in any time hereafter make use of or disclose or divulge to any person other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Companymanner transfer, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; (b) they will not at any time hereafter in relation to any tradeRegistrable Securities, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, or any other right or interest therein, or enter into any transaction which results in the economic equivalent of a transfer of Registrable Securities to any Person (each such part action, a “Transfer”) except pursuant to a Permitted Transfer. (b) From and after the dates hereof, all certificates or parts other instruments representing Registrable Securities held by each Stockholder shall bear legend which shall state: (i) “The sale, transfer, hypothecation, assignment, pledge, encumbrance or other disposition of this share certificate and the shares Preferred Stock represented hereby are restricted by and are subject to all of the terms, conditions and provisions of that certain Stockholders Agreement, dated as are unenforceable of _____________, 2009, by and between General Finance Corporation and the stockholders party thereto, which agreement is on file at the principal offices of General Finance Corporation.” (ii) “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or pursuant to any state securities laws. The securities have been acquired for investment and may not be sold or transferred except in compliance with the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws or pursuant to an exemption therefrom.” (c) Any attempt to transfer any Registrable Security which is not in accordance with this Agreement shall be deleted from null and void and the Company agrees that it will not cause, permit or give any effect to any Transfer of any Registrable Securities to be made on its books and records unless such Transfer is permitted by this clause Agreement and any such deletion shall not affect has been made in accordance with the enforceability of all such parts of this clause as remain not so deletedterms hereof. 7.4 (d) Each Stockholder agrees that it will not effect any Transfer of Registrable Securities unless such Transfer is a Permitted Transfer and is made (i) pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act or pursuant to Rule 144 or Rule 144A promulgated under the Securities Act and (ii) in accordance with all applicable Laws (including, without limitation, all securities laws). (e) The restrictions contained in this clause 7 are considered reasonable by Section 2.1 shall expire on the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings first anniversary of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions date of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will Subject to Section 1.11, each Holder agrees not at to make any time hereafter make use disposition of all or disclose any portion of Shares or divulge to any person other than to officers or employees Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Group and/or PACT Company to be bound by this Section 1.2 and companies within Section 1.13, provided and to the PACT group companies whose province it extent such Sections are then applicable, and (i) there is to know then in effect a registration statement under the same Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or for (ii) such Holder shall have notified the purposes Company of carrying on the Business proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, any information relating such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Companies Company, that such disposition will not require registration under the Securities Act. Notwithstanding the foregoing, no such registration statement or opinion of counsel shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or former or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the subsidiaries other than any information properly available limited liability company, or (C) to the public Holder’s family member or disclosed or divulged pursuant trust for the benefit of an individual Holder, provided in the case of a transfer to an order affiliate and all cases enumerated in clauses (A) – (C) that the transferee is subject to the terms of this Section 1.2 and Section 1.13 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a court of competent jurisdiction or as required pursuant notation on its records and giving instructions to any applicable law or regulation and transfer agent of the Seller and Restricted Securities in order to implement the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;restrictions on transfer established in this Section 1.2. (b) they will not at any time hereafter Each certificate representing Shares or Registrable Securities shall be stamped or otherwise imprinted with legends substantially in relation the following forms (in addition to any tradelegend required under applicable state securities laws, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, Company’s charter documents or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of other agreement between the Company and shall use all reasonable endeavors to procure that no such name shall be used by any personthe Holder thereof): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business;AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) they will procure that their subsidiaries, holding company (where applicable) and The Company shall promptly reissue unlegended certificates at the request of any other affiliated companies and their employees will observe Holder thereof if the restrictions contained in this Clause 7; (d) they Holder shall not do anything which is have obtained an opinion of counsel reasonably likely acceptable to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at to the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from effect that the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause securities proposed to be dealt withdisposed of may lawfully be disposed of without registration, canvassed, solicited qualification or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiarieslegend. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will not at No Stockholder shall, voluntarily or involuntarily, directly or indirectly, sell, assign, donate, hypothecate, pledge, encumber, grant a security interest in or in any time hereafter make use of or disclose or divulge to any person other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Companymanner transfer, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; (b) they will not at any time hereafter in relation to any tradeRegistrable Securities, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, or any other right or interest therein, or enter into any transaction which results in the economic equivalent of a transfer of Registrable Securities to any Person (each such part action, a “Transfer”) except pursuant to a Permitted Transfer. (b) From and after the dates hereof, all certificates or parts other instruments representing Registrable Securities held by each Stockholder shall bear legend which shall state: (i) “The sale, transfer, hypothecation, assignment, pledge, encumbrance or other disposition of this share certificate and the shares Common Stock represented hereby are restricted by and are subject to all of the terms, conditions and provisions of that certain Stockholders Agreement, dated as are unenforceable of October 1, 2008, by and between General Finance Corporation and the stockholders party thereto, which agreement is on file at the principal offices of General Finance Corporation.” (ii) “The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or pursuant to any state securities laws. The securities have been acquired for investment and may not be sold or transferred except in compliance with the registration requirements of the Securities Act of 1933, as amended, and applicable state securities laws or pursuant to an exemption therefrom.” (c) Any attempt to transfer any Registrable Security which is not in accordance with this Agreement shall be deleted from null and void and the Company agrees that it will not cause, permit or give any effect to any Transfer of any Registrable Securities to be made on its books and records unless such Transfer is permitted by this clause Agreement and any such deletion shall not affect has been made in accordance with the enforceability of all such parts of this clause as remain not so deletedterms hereof. 7.4 (d) Each Stockholder agrees that it will not effect any Transfer of Registrable Securities unless such Transfer is a Permitted Transfer and is made (i) pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act or pursuant to Rule 144 or Rule 144A promulgated under the Securities Act and (ii) in accordance with all applicable Laws (including, without limitation, all securities laws). (e) The restrictions contained in this clause 7 are considered reasonable by Section 2.1 shall expire on the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings first anniversary of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions date of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 Each Demand Filing Statement shall be filed as soon as possible but in no event later than 60 days (subject to the last sentence of this Section 2(b)) after the date the GSC Investors make the written request for registration and/or qualification under the preceding paragraph. The CompaniesGSC Investors shall not be permitted to make the written request for registration and/or qualification under the preceding paragraph, or an Underwritten Takedown Request, more than once in any six-month period and no sooner than six months after the completion of any prior demand offering. Without limiting Moore's obligation to effect any Demand Filing or Underwritten Take▇▇▇▇ ▇▇quest pursuant to this Section 2 and to pay for any and all Registration Expenses associated therewith (as provided in Section 5 hereof), a registration and/or qualification or Underwritten Takedown Request requested pursuant to this Section 2 shall not be counted as a Demand Filing Statement for purposes of the first sentence of Section 2(a) if the GSC Investors have not been able to sell at least 50% of the Subject Securities requested to be included in such registration and/or qualification or Underwritten Takedown Request. In addition, a Demand Filing Statement shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective by the SEC and remains effective in compliance with the provisions of the Securities Act or unless a receipt or receipts for a final Canadian Prospectus with respect thereto has been issued by all applicable Canadian Regulatory Authorities and such prospectus remains in compliance with Canadian Securities Laws until the earlier of (x) such time as all of the Subject Securities covered thereby have been disposed of in accordance with such registration statement and/or prospectus and (y) in the case of any Shelf Registration, 2 years (subject to extension at the request of the GSC Investors if all of the Subject Securities covered thereby have not been disposed of in accordance with such Shelf Registration) after the date on which the staff of the SEC has indicated that it is satisfied with the registration statement and all responses to its comments and that it is prepared upon the proper filing of a pricing amendment to declare the registration statement effective, or in the case of a Canadian Shelf, 2 years after the date on which a receipt or receipts for a final Canadian Shelf have been issued by the applicable Canadian Regulatory Authorities, (ii) if, after the registration statement with respect thereto has become effective, or a receipt or receipts for such prospectus have been issued, such registration or prospectus is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental or regulatory agency including a Canadian regulatory authority or court for any reason other than a violation of applicable law by the GSC Investors and has not thereafter become effective or (iii) if, in the case of an underwritten offering, the Sellerconditions to closing specified in the underwriting agreement to which Moore is a party are not satisfied, and other than by reason of any b▇▇▇▇▇ or failure by the Warrantor further severally undertake GSC Investors or any other holder; PROVIDED, that if such demand occurs during a Black Out Period (as defined below) or other period (not to exceed 90 days) during which Moore is prohibited or restricted from filing a registration s▇▇▇▇▇ent or a Canadian Prospectus pursuant to any underwriting or purchase agreement relating to an underwritten Rule 144A offering or registered or qualified public offering of securities in which the GSC Investors were offered piggy-back rights pursuant to Section 3 (a "LOCK UP PERIOD"), Moore shall notify the GSC Investors of the basis therefore an▇ ▇▇▇ll not be required to notify the holders of any Subject Securities of such demand or file such Registration Statement or Canadian Prospectus prior to the Purchaser that after end of the Completion Date: Black Out Period or Lock Up Period, as the case may be, in which event, Moore will file such Registration Statement or Canadian Prospec▇▇▇ no later than the later of (a) they will not at 120 days after the original demand and (B) 60 days after the end of the Black Out Period or Lock Up Period, as the case may be; and PROVIDED, FURTHER, that Moore may postpone the filing of any time hereafter make Registration Statement and/▇▇ ▇▇nadian Prospectus (and, in the case of a Pending Event Suspension Period only, suspend the effectiveness of any registration or qualification, suspend the use of any Prospectus and shall not be required to amend or disclose supplement the Registration Statement, any related Prospectus or divulge to any person document incorporated therein by reference (other than to officers an effective Registration Statement or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to Canadian Prospectus being used in an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; underwritten offering)) (bI) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period not to exceed an aggregate of 3 years after Completion: 75 days hereunder (aa "PENDING EVENT SUSPENSION PERIOD") carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that (1) an event or circumstance occurs and is continuing that has not been publicly disclosed and, if not disclosed in the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented would, in the good faith reasonable judgment of the Board of Directors of Moore (the "BOARD"), result in the Registration Statement, and any ▇▇▇▇▇ed Prospectus, or Canadian Prospectus or any such restriction document containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein, or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (2) in the good faith judgment of the Board, after consultation with its outside securities counsel, Moore has a bona fide business purpose for not then disclosing ▇▇▇ ▇xistence of such event or circumstance or (II) for a period not to exceed an aggregate of 120 days hereunder, in the event that Moore, for its own account or the account of others, has pending or ▇▇ ▇urrently engaged in the process of and proposes to register Common Shares for sale in an underwritten public offering on Form S-1, S-2 or S-3, their successor forms or any other form unde▇ ▇▇▇ ▇▇▇urities Act appropriate for a public offering of such securities of Moore (other than a registration on Form S-8), or in an underwritt▇▇ ▇ublic offering pursuant to a Canadian Prospectus, in each case in an offering in which the GSC Investors have been or will be offered piggy-back rights pursuant to Section 3 (a "PENDING REGISTRATION SUSPENSION PERIOD") and, together with a Pending Event Suspension Period, a "BLACK OUT PERIOD"); PROVIDED, FURTHER, that any period suspended, including the Effectiveness Period, shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held extended by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor number of days in any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent Black Out Period occurring during such agreement); or (e) the Company and its subsidiaries carrying on the BusinessPeriod.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will not at No Equityholder shall sell, assign, pledge, or in any time hereafter make use of manner, transfer any Equity Securities or disclose any right or divulge interest therein, to any person other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or Person (each such action, a "Transfer") except for the purposes of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;Permitted Transfers. (b) they will not at From and after the date hereof, all certificates representing shares of Common Stock held by any Stockholder shall bear a legend which shall state as follows: The shares represented by this certificate are subject to certain restrictions against transfer set forth in an Equityholders Agreement, dated as of February 9, 1998, as may be amended from time hereafter to time. A copy of such Equityholders Agreement has been filed in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name chief executive office of the Company and shall use all reasonable endeavors to procure that no such name shall in the State of Michigan, where the same may be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business;inspected daily during business hours. (c) they will procure that their subsidiariesIn addition to the legend required by Section 2.1(b) above, holding company all certificates representing shares of Common Stock held by any of the Stockholders shall bear a legend which shall state as follows: The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (where applicablethe "Securities Act"), and such shares may not be offered, sold, pledged or otherwise transferred except (1) and pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act or (2) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any other affiliated companies and their employees will observe applicable securities laws of any State of the restrictions contained in this Clause 7;United States. (d) they shall not do anything which is reasonably likely to prejudice Promptly upon the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China execution and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions delivery of this Agreement); or (d) the carrying out , each Stockholder currently holding shares of services pursuant Common Stock shall deliver to the ESA (Secretary of Plastics all certificates then held by such Stockholder representing such shares of Common Stock which do not have such legends affixed thereto as are required by this Section 2.1. Plastics shall cause such legends to be affixed promptly to each of such certificates and any subsequent such agreement); orcertificates to be returned promptly to the registered holder thereof. (e) the The Company and Plastics, agree that it will not cause or permit the Transfer of any Equity Securities to be made on its subsidiaries carrying on books unless the BusinessTransfer is permitted by this Agreement and has been made in accordance with the terms hereof. (f) Each Equityholder agrees that it will not effect any Transfer of Equity Securities unless such Transfer is made (i) pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act and (ii) in accordance with any applicable securities laws of any State of the United States.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will not at Any notice of cancellation or prepayment given by any time hereafter make use of Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or disclose dates upon which the relevant cancellation or divulge to any person other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it prepayment is to know the same or for the purposes of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation be made and the Seller and the Holding Company undertake further amount of that they shall not use any advantages derivable from such confidential information for their business cancellation or affairs unless agreed otherwise by the Purchaser;prepayment. (b) they will not at any time hereafter in relation Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any tradeBreak Costs, business without premium or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business;penalty. (c) they will procure that their subsidiaries, holding company (where applicable) and The Borrower may not reborrow any other affiliated companies and their employees will observe part of the restrictions contained in this Clause 7;Facility which is prepaid. (d) they The Borrower shall not do anything which is reasonably likely to prejudice the goodwill repay or prepay all or any part of the Companies Loan or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent cancel all or any part of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on Commitments except at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such times and in the event manner expressly provided for in this Agreement. (e) No amount of any obligation the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 7, it shall promptly forward a copy of that notice to either the Borrower or obligations being or becoming unenforceable in whole or in partthe affected Lender, such part or parts as are unenforceable shall be deleted from this clause and any such deletion appropriate. (g) Clause 7.4 (Mandatory prepayment of proceeds) shall not affect apply to the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event extent that any such restriction shall be found to be void but it would be valid if some part thereof were deleted or unlawful to do so, provided that the area Borrower has (and it shall ensure that the relevant member(s) of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply Group have) used all reasonable efforts to: (ai) avoid such unlawfulness and, if and to the direct or indirect holding of any securities listed on a recognized stock exchange where extent it is not unlawful to do so, to pay such Net Proceeds into an account which is subject to security, in form and substance satisfactory to the total voting rights exercisable at general meetings Security Agent (acting reasonably), in favor of the company concerned as represented by such holding do not exceed 10 per cent Lenders to secure all of the total voting rights attaching to the securities obligations of the same class as that held by Obligors under the Companies, the Seller, and the WarrantorFinance Documents; orand (bii) facilitate cash movement within the holding by Group (taking into account the Companies, the Seller, and the Warrantor need for cash resources of any securities of any member relevant members of the Group; or (c) to enable an amount equal to the use or disclosure of any information which can be shown by Seller prepayment to be in made, until the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Businessrelevant unlawfulness no longer applies.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will Each Holder agrees not at to make any time hereafter make use disposition of all or disclose or divulge to any person other than to officers or employees portion of the Group and/or PACT Registrable Securities unless and companies within until the PACT group companies whose province it is to know the same or transferee has agreed in writing for the purposes benefit of carrying on the Business Company to be bound by this Section 1.2 and Section 1.14, provided and to the extent such Sections are then applicable, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, any information relating such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Companies Company, that such disposition will not require registration under the Securities Act. Notwithstanding the foregoing, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the subsidiaries other than any information properly available limited liability company, (C) a corporation to its shareholders in accordance with their interests in the corporation, or (D) to the public Holder’s family member or disclosed or divulged pursuant trust for the benefit of an individual Holder, provided in all cases enumerated in clauses (A) – (D) that the transferee is subject to the terms of this Section 1.2 and Section 1.14 as if such transferee were an order of original Holder hereunder. Each Holder consents to the Company making a court of competent jurisdiction or as required pursuant notation on its records and giving instructions to any applicable law or regulation and transfer agent of the Seller and Restricted Securities in order to implement the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;restrictions on transfer established in this Section 1.2. (b) they will not at any time hereafter Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in relation the following forms (in addition to any tradelegend required under applicable state securities laws or the Company’s charter documents): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, business or company use a nameAS AMENDED. SUCH SHARES MAY NOT BE SOLD, or internet domain name including the word or symbolTRANSFERRED, or logo design Octavian and PacificNetOR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business;A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (c) they will procure that their subsidiaries, holding company (where applicable) and The Company shall promptly reissue unlegended certificates at the request of any other affiliated companies and their employees will observe Holder thereof if the restrictions contained in this Clause 7; (d) they Holder shall not do anything which is have obtained an opinion of counsel reasonably likely acceptable to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at to the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from effect that the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause securities proposed to be dealt withdisposed of may lawfully be disposed of without registration, canvassedqualification, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiarieslegend. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The Companiesholder of this Option, the Sellerby acceptance hereof, represents and the Warrantor further severally undertake to the Purchaser that after the Completion Datewarrants as follows: (a) they will This Option and the right to purchase Common Stock hereunder is personal to the holder and shall not at any time hereafter make use of or disclose or divulge be transferred to any person other person, other than by will or the laws of descent and distribution or pursuant to officers a qualified domestic relations order as defined by the Code, or employees Title I of the Group and/or PACT Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or by the rules thereunder. The Option shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and companies within the PACT group companies whose province it is shall not be subject to know the same execution, attachment or for the purposes of carrying on the Business similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Company, Option or of any information relating rights granted hereunder contrary to the Companies provisions of this Section 7, or the subsidiaries other than levy of any information properly available to attachment or similar process upon the public Option or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation such right, shall be null and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;void. (b) they will The holder hereof has been advised and understands that the Option has been issued in reliance upon exemptions from registration under the Securities Act and applicable state statutes; the exercise of the Option and resale of the Option and the Common Stock have not at any time hereafter in relation to any tradebeen registered under the Securities Act or applicable state statutes and must be held and may not be sold, business or company use a nametransferred, or internet domain name including otherwise disposed of for value unless they are subsequently registered under the word Securities Act or symbolan exemption from such registration is available; except as set forth herein, the Corporation is under no obligation to register the Option or logo design Octavian and PacificNetthe Common Stock under the Securities Act or the applicable state statutes; in the absence of such registration, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name sale of the Company Option or the Common Stock may be practicably impossible; the Corporation's registrar and shall use all reasonable endeavors to procure that no such name shall be used by transfer agent will maintain stop-transfer instructions against registration or transfer of the Option and the Common Stock and any personcertificate issued upon exercise of the Option representing the Common Stock will bear on its face a legend in substantially the following form restricting the sale of the Common Stock: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name AS AMENDED (THE "OctavianSECURITIES ACT") AND ARE "RESTRICTED SECURITIES" for the purposes of carrying out the Business;WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT. (c) they will procure Prior to one year from the date the Option has been exercised and the Common Stock fully paid for, the Corporation may refuse to transfer the Common Stock unless the holder thereof provides an opinion of legal counsel reasonably satisfactory to the Corporation or a "no action" letter or interpretive response from the staff of the Securities and Exchange Commission to the effect that their subsidiariesthe transfer is proper; further, holding company (where applicable) unless such opinion letter or response states that the Common Stock are free of any restrictions under the Securities Act, the Corporation may refuse to transfer the Common Stock to any transferee who does not furnish in writing to the Corporation the same representations and agree to the same conditions with respect to such Common Stock as are set forth herein. Notwithstanding any other affiliated companies and their employees will observe of the restrictions contained in this Clause 7;foregoing, the Corporation may refuse to transfer the Common Stock if any circumstances are present reasonably indicating that the transferee's representations are not accurate. (d) they shall not do anything which is reasonably likely After one year but prior to prejudice two years from the goodwill of date the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China incentive Option has been exercised and the USA with Common Stock fully paid for, the Business Corporation may refuse to transfer the Common Stock unless the holder either (i) meets the requirements of the Company or its subsidiaries as carried on at the Completion Date; Subparagraph (b) solicit above; or entice or endeavor (ii) sells such Common Stock in accordance with Rule 144 and furnishes to solicit or entice away the Corporation written assurances of compliance therewith in the form of a copy of the Notice of Form 144 and appropriate letters of compliance from the Company holder of such Common Stock and the securities broker-dealer to or its subsidiaries, any employee, officer, manager or consultant through which such Common Stock are being sold. No opinion of counsel for the holder of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause Common Stock shall be treated as a separate obligation and shall be severally enforceable as such and required respecting sales in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts reliance on Rule 144 pursuant to Clause (ii) of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or Subparagraph (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or. (e) After two years from the Company date that the Option has been exercised and its subsidiaries carrying the Common Stock fully paid for, the Corporation shall, upon the written request of any persons who have held the Common Stock for one year (excluding any tolling period provided for by Rule 144) and who is not, and has not been during the preceding three months, an affiliate of the Corporation, re-issue to such holder in such names and denominations as the holder shall request, one or more certificates for the Common Stock without any restriction whatsoever on their further transfer and cancel any and all stop transfer instructions regarding such Common Stock on the Businessbooks and records of the Corporation.

Restrictions. 7.1 The CompaniesEach Demand Filing Statement shall be filed as soon as possible but in no event later than 60 days (subject to the last sentence of this Section 2(b)) after the date CLGI makes the written request for registration and/or qualification under the preceding paragraph. CLGI shall not be permitted to make the written request for registration and/or qualification under the preceding paragraph more than once in any six-month period and no sooner than six months after the completion of any prior demand offering. Without limiting ▇▇▇▇▇▇ obligation to effect any Demand Filing pursuant to this Section 2 and to pay for any and all Registration Expenses associated therewith (as provided in Section 5 hereof), a registration and/or qualification requested pursuant to this Section 2 shall not be counted as a Demand Filing Statement for purposes of the first sentence of Section 2(a) if CLGI has not been able to sell at least 50% of the Subject Securities requested to be included in such registration and/or qualification. In addition, a Demand Filing Statement shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective by the SEC and remains effective in compliance with the provisions of the Securities Act or unless a receipt or receipts for a final Canadian Prospectus with respect thereto has been issued by all applicable Canadian Regulatory Authorities and such prospectus remains in compliance with Canadian Securities Laws until the earlier of (x) such time as all of the Subject Securities covered thereby have been disposed of in accordance with such registration statement and/or prospectus and (y) in the case of a U.S. registration statement, with respect to any Shelf Registration, 270 days after the date on which the staff of the SEC has indicated that it is satisfied with the registration statement and all responses to its comments and that it is prepared upon the proper filing of a pricing amendment to declare the registration statement effective, or in the case of a Canadian Shelf, 270 days after the date on which a receipt or receipts for a final Canadian Shelf have been issued by the applicable Canadian Regulatory Authorities, (ii) if, after the registration statement with respect thereto has become effective, or a receipt or receipts for such prospectus have been issued, such registration or prospectus is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental or regulatory agency including a Canadian regulatory authority or court for any reason other than a violation of applicable law by CLGI and has not thereafter become effective or (iii) if, in the case of an underwritten offering, the Sellerconditions to closing specified in the underwriting agreement to which the Company is a party are not satisfied, other than by reason of any breach or failure by CLGI or any other holder; provided, that if such demand occurs during a Black Out Period (as defined below) or other period (not to exceed 90 days) during which ▇▇▇▇▇ is prohibited or restricted from filing a registration statement or a Canadian Prospectus pursuant to any underwriting or purchase agreement relating to an underwritten Rule 144A offering or registered or qualified public offering of securities in which CLGI was offered piggy-back rights pursuant to Section 3 (a "Lock Up Period"), ▇▇▇▇▇ shall notify CLGI of the basis therefore and shall not be required to notify the Warrantor further severally undertake holders of any Subject Securities of such demand or file such Registration Statement or Canadian Prospectus prior to the Purchaser that after end of the Completion Date: Black Out Period or Lock Up Period, as the case may be, in which event, ▇▇▇▇▇ will file such Registration Statement or Canadian Prospectus no later than the later of (a) they will not at 120 days after the original demand and (B) 60 days after the end of the Black Out Period or Lock Up Period, as the case may be; and provided, further, that ▇▇▇▇▇ may postpone the filing of any time hereafter make Registration Statement and/or Canadian Prospectus (and, in the case of a Pending Event Suspension Period only, suspend the effectiveness of any registration or qualification, suspend the use of any Prospectus and shall not be required to amend or disclose supplement the Registration Statement, any related Prospectus or divulge to any person document incorporated therein by reference (other than to officers an effective Registration Statement or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to Canadian Prospectus being used in an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; underwritten offering)) (bI) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period not to exceed an aggregate of 3 years after Completion: 75 days hereunder (aa "Pending Event Suspension Period") carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that (1) an event or circumstance occurs and is continuing that has not been publicly disclosed and, if not disclosed in the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented would, in the good faith reasonable judgment of the Board of Directors of ▇▇▇▇▇ (the "Board"), result in the Registration Statement, and any related Prospectus, or Canadian Prospectus or any such restriction document containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein, or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (2) in the good faith judgment of the Board, after consultation with its outside securities counsel, ▇▇▇▇▇ has a bona fide business purpose for not then disclosing the existence of such event or circumstance or (II) for a period not to exceed an aggregate of 120 days hereunder, in the event that ▇▇▇▇▇, for its own account or the account of others, has pending or is currently engaged in the process of and proposes to register Common Shares for sale in an underwritten public offering on Form ▇-▇, ▇-▇ or S-3, their successor forms or any other form under the Securities Act appropriate for a public offering of such securities of ▇▇▇▇▇ (other than a registration on Form S-8), or in an underwritten public offering pursuant to a Canadian Prospectus, in each case in an offering in which CLGI has been or will be offered piggy-back rights pursuant to Section 3 (a "Pending Registration Suspension Period") and, together with a Pending Event Suspension Period, a "Black Out Period"); provided, further, that any period suspended, including the Effectiveness Period, shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held extended by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor number of days in any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent Black Out Period occurring during such agreement); or (e) the Company and its subsidiaries carrying on the BusinessPeriod.

Restrictions. 7.1 The Companies, the Seller, Optionee hereby represents and the Warrantor further severally undertake warrants to the Purchaser that after the Completion DateCorporation as follows: (a) they will The Option and the right to purchase the Option Shares is personal to the Optionee and shall not at any time hereafter make use of or disclose or divulge be transferred to any person other person, other than by will or the laws of descent and distribution or pursuant to officers a qualified domestic relations order as defined by the Code, or employees Title I of the Group and/or PACT Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or by the rules promulgated under the Code or ERISA. The Option and companies within the PACT group companies whose province it is right to know purchase the same Option Shares shall not be collaterally assigned, pledged or for the purposes hypothecated in any way (whether by operation of carrying on the Business law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Company, Option or of any information relating rights granted under this Agreement contrary to the Companies provisions of this section 5, or the subsidiaries other than levy of any information properly available to attachment or similar process upon the public Option or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation such right, shall be null and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;void. (b) they Notwithstanding anything to the contrary contained in paragraph 5(a), (i) in the event of Optionee's death, Optionee's executor(s), administrator(s) or the person(s) to whom the Optionee's rights under the Option shall pass by will not at any time hereafter in relation or applicable laws of decent and distribution, may exercise, within one year of Optionee's death, the Option to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure extent that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be Optionee was entitled to use exercise the name "Octavian" for Option on the purposes date of carrying out Optionee's death; and (ii) in the Business;event of Optionee's permanent and total disability, Optionee's legally appointed representative(s) may exercise, within one year of Optionee's permanent and total disability, the Option to the extent that Optionee was entitled to exercise the Option on the date of Optionee's permanent and total disability. (c) they will procure that their subsidiaries, holding company Optionee has been advised and understands that: (where applicablei) the Option has been issued in reliance upon an exemption from registration under the Securities Act and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7applicable state statutes; (dii) they shall the Option Shares have not do anything which been registered under the Securities Act or applicable state statutes and must be held and may not be sold, transferred, or otherwise disposed of for value unless the Option Shares are subsequently registered under the Securities Act or an exemption from such registration is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Dateavailable; (biii) solicit the Corporation is under no obligation to register the Option or entice the Option Shares under the Securities Act or endeavor to solicit any applicable state statutes; (iv) the Corporation's registrar and transfer agent will maintain stop-transfer instructions against registration or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant transfer of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, Option Shares and any person who is or was in the previous 12 months, a customer, supplier or client certificate issued upon exercise of the Company or Option representing any Option Shares will bear on its subsidiariesface a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH INTEREST UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF SUCH SECURITIES TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT AND SUCH STATE SECURITIES LAWS. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.”

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will not at any time hereafter make use of or disclose or divulge to any person other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; (b) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior ------------ written consent of either (1) the holders of a majority of the shares of Class B Preferred Stock held by WCAS VII or (2) the holders of a majority of the shares of Class B Preferred Stock held by GTCR; provided that no action which would result in either WCAS VII or GTCR being affected differently in any manner than the other, may be taken unless such action has the prior written consent of the Purchaserholders of a majority of the shares of Class B Preferred Stock held by WCAS VII and the holders of a majority of the shares of Class B Preferred Stock held by GTCR; it being understood that so long as there are two representatives designated by each of WCAS VII and GTCR on the Board of Directors in accordance with the terms of the Stockholders Agreement, for a period of 3 years after Completion: then (a) carry on the consent of the holders of a majority of the shares of Class B Preferred Stock held by WCAS VII shall be deemed to have been given when the unanimous approval of the Directors designated by WCAS VII has been obtained, as evidenced by written minutes or board resolutions and (b) the consent of the holders of a majority of the shares of Class B Preferred Stock held by GTCR shall be engaged deemed to have been given when the unanimous approval of the Directors designated by GTCR has been obtained, as evidenced by written minutes or interested board resolutions; (i) directly or indirectly declare or pay any dividends or make any distributions upon any of its equity securities, other than payments of dividends on, or redemption payments in any business which shall be in competition within Greater China respect of, the Class A Preferred Stock and the USA Class B Preferred Stock pursuant to the Certificate of Incorporation; (ii) except (w) for the exercise of the call with respect to the Springing Shares provided in Section 1.04, (x) for redemptions or purchases of the Class A Preferred Stock or Class B Preferred Stock pursuant to the Certificate of Incorporation of the Company, (y) for repurchases, redemptions or acquisitions of equity securities pursuant to agreements in effect as of the date hereof with the Business Company's employees or directors in effect on the date hereof and (z) in connection with the exercise by the holder of any minority interest in a Subsidiary of its rights under a "put," repurchase or similar arrangement with the Company or any Subsidiary in effect as of the date hereof, directly or indirectly redeem, purchase or otherwise acquire, or permit any Subsidiary to redeem, purchase or otherwise acquire, any of the Company's equity securities (including, without limitation, warrants, options and other rights to acquire equity securities); (iii) except for the issuance of equity securities (x) under any stock option plan or other benefit plan or arrangement approved by the Board of Directors of the Company or its subsidiaries (y) upon the exercise of preemptive rights or warrants authorized as carried on at of the Completion Datedate hereof, authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise), or permit any Subsidiary to authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise) of, (a) any notes or debt securities containing equity features (including, without limitation, any notes or debt securities convertible into or exchangeable for equity securities, issued in connection with the issuance of equity securities or containing profit participation features) or (b) any equity securities (or any securities convertible into or exchangeable for any equity securities) or rights to acquire any equity securities, other than the issuance of equity securities by a Subsidiary to the Company or another Subsidiary; (biv) solicit merge or entice consolidate with any person or endeavor permit any Subsidiary to solicit merge or entice away from consolidate with any person (other than a wholly owned Subsidiary); (v) sell, lease or otherwise dispose of, or permit any Subsidiary to sell, lease or otherwise dispose of, more than 5% of the Company or its subsidiaries, any employee, officer, manager or consultant consolidated assets of the Company and its Subsidiaries (computed on the basis of book value, determined in accordance with generally accepted accounting principles consistently applied, or fair market value, determined by the Board of Directors in its subsidiariesreasonable good faith judgment) in any transaction or series of related transactions (other than sales of inventory in the ordinary course of business); (vi) liquidate, dissolve or effect a recapitalization or reorganization in any form of transaction (including, without limitation, any reorganization in partnership form); (vii) acquire, or permit any Subsidiary to acquire, any interest in any business (whether by a purchase of assets, purchase of stock, merger otherwise), or enter into any joint venture; (viii) enter into, or permit any Subsidiary to enter into, the ownership, active management or operation of any business other than the ownership and operation of businesses engaged as rehabilitation hospitals or specialty. long-term hospitals or engaged in rehabilitation services or contract therapy services or related businesses; (ix) enter into, or permit any Subsidiary to enter into, any transaction with any of its or any Subsidiary's officers, directors, employees or Affiliates or any individual related by blood, marriage or adoption to any such person (a "Relative") or any entity in which any such person or individual owns a beneficial interest (a "Related Entity"), except for normal employment arrangements and benefit programs on reasonable terms and except as otherwise expressly contemplated by this Agreement and the Ancillary Agreements; or (cx) deal withcreate, canvassincur, solicit assume or approach suffer to exist, or cause permit any Subsidiary to be dealt withcreate, canvassedincur, solicited assume or approached for business in competition with suffer to exist, indebtedness exceeding the Business carried on amounts approved therefor by the Company or its subsidiaries at Completion, any person who is or was Board in the previous 12 months, a customer, supplier or client of the Company or its subsidiariesannual budget. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will Tenant shall not at any time hereafter make use of or disclose or divulge consent to any person other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; (b) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, Encumbrance without the prior written consent of the PurchaserLandlord, for a period of 3 years after Completion: which Landlord may grant or withhold in its sole and absolute discretion. (a) carry on b} Tenant shall not enter into, or be engaged or interested directly or indirectly in any business consent to, an Occupancy Transaction, other than an Encumbrance which shall be subject to the provisions in competition within Greater China Section 12.2(a) . without first procuring Landlord's written consent, which Landlord shall not withhold unreasonably ; provided, however, that by way of example and without limitation, the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause parties agree it shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found for Landlord to be void but would be valid withhold its consent if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companiesfollowing situations exist or may exist : (i)The Transferee's contemplated use of the Premises following the proposed Occupancy Transaction conflicts with the Permitted Use set forth in Section 1 . 11 ; (ii) In Landlord's reasonable business judgment, the SellerTransferee lacks sufficient business reputation or experience to operate a successful business of the type and quality permitted under the Lease ; (iii) In Landlord's reasonable business judgment, the present net worth of the Transferee is less than the greater of (i) the collective net worth of Tenant and any and all guarantors as of the Warrantor ▇▇▇▇ hereof or (ii) the collective net worth of Tenant and any provisions and all guarantors as of the ▇▇▇▇ of Tenant's request for consent ; (iv) In Landlord's reasonable business judgment, the percentage rent (if applicable) that Landlord reasonably anticipates receiving from the Transferee would be less than that which Landlord has heretofore received from Tenant ; (v) The proposed Occupancy Transaction would breach any covenant of Landlord respecting radius, location, use or exclusivity in any other lease, financing, financing agreement, or other agreement relating to the Shopping Center ; or (vi) Any guarantor of this Agreement); or (d) the carrying out of services pursuant Lease fails for any reason to confirm in writing, prior to the ESA (and any subsequent effective date of such agreement); or (e) Occupancy Transaction, its continuing liability under said Guaranty following the Company and its subsidiaries carrying on the Business.effective date of such Occupancy Transaction . 12.3

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will Each Holder agrees not at to make any time hereafter make use disposition of all or disclose or divulge to any person other than to officers or employees portion of the Group and/or PACT Registrable Securities unless and companies within until the PACT group companies whose province it is to know the same or transferee has agreed in writing for the purposes benefit of carrying on the Business Company to be bound by this Section 1.2 and Section 1.3, provided and to the extent such Sections are then applicable, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, any information relating such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Companies Company, that such disposition will not require registration under the Securities Act. Notwithstanding the foregoing, no such registration statement or opinion of counsel shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the subsidiaries other than any information properly available limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, or (D) to the public Holder’s family member or disclosed or divulged pursuant trust for the benefit of an individual Holder, provided in the case of a transfer to an order affiliate and all cases enumerated in clauses (A) – (D) that the transferee is subject to the terms of this Section 1.2 and Section 1.3 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a court of competent jurisdiction or as required pursuant notation on its records and giving instructions to any applicable law or regulation and transfer agent of the Seller and Restricted Securities in order to implement the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;restrictions on transfer established in this Section 1.2. (b) they will not at any time hereafter Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in relation the following forms (in addition to any tradelegend required under applicable state securities laws, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, Company’s charter documents or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of other agreement between the Company and shall use all reasonable endeavors to procure that no such name shall be used by any personthe Holder thereof): THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business;AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) they will procure that their subsidiaries, holding company (where applicable) and The Company shall promptly reissue unlegended certificates at the request of any other affiliated companies and their employees will observe Holder thereof if the restrictions contained in this Clause 7; (d) they Holder shall not do anything which is have obtained an opinion of counsel reasonably likely acceptable to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at to the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from effect that the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause securities proposed to be dealt withdisposed of may lawfully be disposed of without registration, canvassed, solicited qualification or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiarieslegend. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will Tenant shall not Transfer this Lease or the Premises without first obtaining the Landlord's prior written consent thereto, which consent may not be unreasonably withheld by Landlord. In the event that Tenant proposes any Transfer, Tenant shall notify Landlord in writing at any time hereafter make use of or disclose or divulge least thirty (30) days before the date on which the Transfer is to any person other than to officers or employees be effective and, as included with such notice, furnish Landlord with (i) the name of the Group and/or PACT and companies within entity receiving such Transfer (the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business "Transferee"), (ii) a detailed description of the Companybusiness of the Transferee, (iii) audited financial statements of the Transferee, (iii) all written agreements governing the Transfer, (iv) any other information relating reasonably requested by the Landlord with respect to the Companies Transfer or the subsidiaries Transferee, and (v) a reasonable fee not to exceed $2,500 to compensate Landlord for legal fees, costs of administration and other than any expenses to be incurred in connection with the review and processing of such documentation. Landlord shall respond to Tenant's request for approval or disapproval of the Transfer within 10 business days after Landlord receives the request and all documents and information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;above. (b) they will not at In the event Tenant (i) merges or consolidates with one of its subsidiaries or affiliates, (ii) merges with any time hereafter in relation to any trade, business or company use a nameother company, or internet domain name including the word or symbol(iii) sells substantially all of its assets, (iv) pledges this Lease as part of its corporate financing, or logo design Octavian (v) sells shares of its stock on any recognized securities exchange and PacificNetthe resulting entity reaffirms all of the Tenant's obligations under this Lease and owns at least 50% of the stock of the resulting entity, or any similar word then the Landlord's consent to the Transfer shall not be required; provided, however, that Tenant shall notify Landlord of the Transfer within thirty (30) days and symbol in such a way as to be capable of or likely to be confused provide Landlord with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any personinformation described in items (i), firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicableii) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (diii) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiariesSection (A). 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The CompaniesNotwithstanding the foregoing, a Stockholder will not be required to comply with Section 3(b) in connection with any proposed Sale of the Seller, and Company (the Warrantor further severally undertake to the Purchaser that after the Completion Date“Proposed Sale”) unless: (ai) they will any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Capital Stock (and, if applicable, Convertible Securities), including but not at any time hereafter make use limited to representations and warranties that (A) the Stockholder holds all right, title and interest in and to the Capital Stock (and, if applicable, Convertible Securities) such Stockholder purports to hold, free and clear of or disclose or divulge to any person other than to officers or employees all liens and encumbrances, (B) the obligations of the Group and/or PACT Stockholder in connection with the transaction have been duly authorized, if applicable, (C) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and companies within delivered to the PACT group companies whose province it is acquirer and are enforceable against the Stockholder in accordance with their respective terms, and (D) neither the execution and delivery by the Stockholder of documents to know be entered into in connection with the same or for transaction, nor the purposes of carrying on the Business performance of the CompanyStockholder’s obligations thereunder, will cause a breach or violation of the terms of any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable agreement, law or regulation and the Seller and the Holding Company undertake further that they shall not use judgment, order or decree of any advantages derivable from such confidential information for their business court or affairs unless agreed otherwise by the Purchasergovernmental agency; (bii) they will the Stockholder shall not at be liable for the inaccuracy of any time hereafter representation or warranty made by any other Person in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused connection with the name Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow or holdback established to cover breaches of representations, warranties and covenants of the Company and shall use all reasonable endeavors to procure that no such name shall be used as well as breaches by any personstockholder of any of identical representations, firm or company with which it is/they are connected warranties and covenants provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Businessby all stockholders); (ciii) they will procure that their subsidiariesthe liability for indemnification, holding company (where applicable) if any, of such Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other affiliated companies Person (except to the extent that funds may be paid out of an escrow or holdback established to cover breach of representations, warranties and their employees will observe covenants of the restrictions contained Company as well as breach by any stockholder of any of identical representations, warranties and covenants provided by all stockholders), and is pro rata in this Clause 7proportion to the amount of consideration paid to such Stockholder in connection with such Proposed Sale (in accordance with the provisions of the Certificate); (div) they liability shall not do anything which is reasonably likely be limited to prejudice such Stockholder’s applicable share (determined based on the goodwill respective proceeds payable to each Stockholder in connection with such Proposed Sale in accordance with the provisions of the Companies or their subsidiaries. 7.2 The Holding Company undertakes Certificate) of a negotiated aggregate indemnification amount that it will notapplies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such Proposed Sale, without the prior written consent except with respect to claims related to fraud by such Stockholder of breaches of the Purchaserrepresentations listed in Section 3(c)(i), the liability for a period of 3 years after Completion:which need not be limited as to such Stockholder; and (av) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and upon the USA with the Business consummation of the Company Proposed Sale, (A) each Stockholder will receive the same form of consideration for their class or its subsidiaries series of Capital Stock as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business is received by other Stockholders in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities respect of the same class or series of Capital Stock, (B) each Stockholder will receive the amount of consideration per share of such class or series of Capital Stock as that held is received by other Stockholders in respect of shares of the Companiessame class or series of Capital Stock, (C) with respect to any Sale of Control for which the Initiating Stockholders and acquiror approve in writing the purchase of the Convertible Securities, each Stockholder will receive the same amount of consideration per Convertible Security as is received by other Stockholders in respect of the same Convertible Security with the same exercise/conversion price, and (D) unless the holders of at least 66 2/3% of the then outstanding Capital Stock elect otherwise by written notice given to the Company at least five days prior to the effective date of any such Proposed Sale, the Selleraggregate consideration receivable by all holders of Capital Stock shall be allocated among the holders of Capital Stock (and, and if applicable, Convertible Securities on a net as-exercised/as-converted basis) on the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor basis of any securities liquidation preferences to which the holders of any member each respective series and classes of Capital Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Group; or (cProposed Sale is a Deemed Liquidation Event) in accordance with the use or disclosure of any information which can be shown by Seller to be Certificate in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant effect immediately prior to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the BusinessProposed Sale.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will not at any time hereafter make use No Shareholder shall, voluntarily or involuntarily, by operation of law or disclose otherwise, directly or divulge to any person other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Companyindirectly, sell, assign, donate, gift, pledge, hypothecate, any information relating to the Companies right or the subsidiaries other than any information properly available to the public option with respect to, dispose of, encumber or disclosed grant a security interest in, dispose of, grant a participation or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; (b) they will not at any time hereafter in relation to any trade, business or company use a namebeneficial interest in, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will notmanner, without the prior written consent of the Purchasertransfer any Equity Securities, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part with or parts as are unenforceable shall be deleted from this clause and without consideration, or any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but other right or interest therein, or enter into any transaction which results in the event economic equivalent of a transfer to any Person, including any derivative transaction that any such restriction shall be found to be void but would be valid if some part thereof were deleted or has the area effect of operation or changing materially the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid economic benefits, risks and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by associated with ownership (each such holding do not exceed 10 per cent of the total voting rights attaching action, a “Transfer”) except pursuant to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; ora Permitted Transfer. (b) From and after the holding date hereof, all certificates or other instruments representing Equity Securities held by each Shareholder and all certificates or other instruments issued in exchange for or upon the CompaniesTransfer of any Equity Securities shall bear a legend which shall state: “The securities represented by this certificate are subject to and have the benefit of a Shareholders’ Agreement, dated as of [ ], as the Sellersame may be amended from time to time, pursuant to the terms of which such securities are subject to certain restrictions and conditions on transfer. Such Shareholders’ Agreement also provides for various other limitations and obligations, and the Warrantor of any securities of any member all of the Group; orterms thereof are incorporated by reference herein. A copy of such Shareholders’ Agreement has been filed in the chief executive office of ITC Investments where the same may be inspected daily during business hours.” (c) In addition to the use legend required by Section 2.1(b) above, all certificates or disclosure other instruments representing Equity Securities held by each Shareholder and all certificates or other instruments issued in exchange for or upon the Transfer of any information Equity Securities shall bear a legend which can shall state: “The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or any other securities law, and such securities may not be shown by Seller offered, sold, pledged or otherwise transferred except (1) pursuant to be an exemption from, or in a transaction not subject to, the public domain registration requirements under the Securities Act or (otherwise than 2) pursuant to an effective registration statement under the Securities Act, in consequence each case in accordance with any applicable securities laws of any breach by any State of the Companies, United States of America.” Notwithstanding the Seller, and the Warrantor of any foregoing provisions of this AgreementSection 2.1(c); or, the legend required by this Section 2.1(c) shall be removed from any such certificates representing Equity Securities upon the request of any Shareholder to ITC Investments, accompanied by an opinion of counsel reasonably satisfactory to ITC Investments that such Equity Securities may be freely transferred at any time without registration thereof under the Securities Act and that such legend may be removed. (d) Any attempt to Transfer any Equity Security which is not in accordance with this Agreement shall be null and void and ITC Investments agrees that it will not cause, permit or give any effect to any Transfer of any Equity Securities to be made on its books and records unless such Transfer is permitted by this Agreement and has been made in accordance with the carrying out of services pursuant to the ESA (and any subsequent such agreement); orterms hereof. (e) Each Shareholder agrees that it will not effect any Transfer of Equity Securities unless such Transfer is a Permitted Transfer and is made (i) pursuant to an exemption from the Company registration requirements of the Securities Act or pursuant to an effective registration statement under the Securities Act, (ii) in accordance with all Applicable Laws (including, all securities laws), and (iii) upon the receipt by ITC Investments, its Affiliates, such Shareholder, and the proposed transferee (as applicable) of all Consents and making by each of them (as applicable) of all Filings necessary to effect such Transfer and all such Consents and Filings being in full force and effect and not the subject to appeal, all terminations or expirations of applicable waiting periods imposed by any Governmental Entity with respect to the Transfer having occurred, and no such Consent containing any conditions or other requirements that are adverse to ITC Investments or its Affiliates in any material respect. All costs and expenses reasonably incurred by ITC Investments and its subsidiaries carrying Affiliates in accordance with the foregoing shall be paid in cash by or on behalf of the transferring Shareholder as a condition to the relevant Transfer. (f) Each Shareholder hereby acknowledges and agrees that the scope of the restrictions set forth in this Section 2.1 are reasonable in nature and serve to protect the legitimate interests of ITC Investments. (g) For the avoidance of doubt, the foreclosure by any Person of a direct or indirect interest in the Equity Securities shall be subject to such Transfer being a Permitted Transfer, including through the prior compliance by the Shareholder with Section 2.3. Any foreclosure by any Person on the Businessequity interests of a Shareholder or its direct or indirect parents without prior compliance with Section 2.3 shall be subject to Section 2.7.

Restrictions. 7.1 The CompaniesIn addition to any other restrictions on the Transfer of Equity Securities contained in this Agreement, the Seller, and the Warrantor further severally undertake notwithstanding anything in this Agreement to the Purchaser that after the Completion Date: (a) they will not at contrary, no Transfer of any time hereafter make use of Equity Security shall be made if such Transfer would violate then applicable Law, including U.S. federal or disclose state securities Laws or divulge to any person other than to officers or employees rules and regulations of the Group and/or PACT and companies within SEC, any state securities commission or any other applicable securities Laws of a Governmental Entity (including those outside the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business jurisdiction of the CompanyU.S.) with jurisdiction over such Transfer or have the effect of rendering unavailable any exemption under applicable Law relied upon for a prior Transfer of such Equity Securities. In furtherance of the foregoing, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged Membership Interests are Transferable only pursuant to an order of a court of competent jurisdiction (i) public offerings registered under the Securities Act, (ii) Rule 144 or as required pursuant to any applicable law or regulation and Rule 144A under the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; Securities Act (b) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol rules then in force) if such a way as to be capable rule is available, (iii) any other available exemption from the registration requirements of or likely to be confused with the name Section 5 of the Company Securities Act and shall use all reasonable endeavors (iv) other legally available means of Transfer permitted by this Agreement. If any Member proposes to procure that Transfer any Membership Interests pursuant to Rule 144A under the Securities Act, then as an additional condition to such Transfer, the Transferee must execute and deliver to NGR Management the Rule 144A certificate in form and substance as attached hereto as Exhibit D. Notwithstanding any other provision of this Agreement, no such name Transfer of a Membership Interest shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, permitted without the prior written consent of the Purchaser, for a period of 3 years after Completion: Board if such Transfer (aA) carry on would cause all or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business portion of the Company or its subsidiaries as carried on assets of NGR Management to constitute “plan assets” for purposes of ERISA, (B) would cause NGR Management to be required to register the Membership Interests under the Securities Exchange Act unless, at the Completion Date; (btime of such Transfer, NGR Management is already subject to reporting obligations under Section 13 or Section 15(d) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company Securities Exchange Act, or its subsidiaries; or (cC) deal with, canvass, solicit or approach or cause is to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on a Competitor (as determined by the Company or Board in its subsidiaries at Completionsole, any person who is or was in the previous 12 monthsbut good faith, a customer, supplier or client of the Company or its subsidiariesdiscretion). 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The Companies[This Section 3 shall only apply if the Restricted Shares are subject to forfeiture and otherwise shall be deleted but marked “Intentionally Omitted.”] To the extent that the Restricted Shares remain subject to restrictions set forth in this Section 3, such restrictions shall lapse in the Sellerevent of a Change in Control, as defined and the Warrantor further severally undertake subject to the Purchaser that after conditions set forth in the Completion Date:Plan. (a) they Except as provided in Sections 2(c) and 3(b), if the Participant's employment with or other service to the Corporation or a Subsidiary terminates during the Restriction Period, then effective upon the date of termination, all Restricted Shares which are not vested shall automatic-ally be forfeited to the Corporation. Employment or other service will not at any time hereafter make use of or disclose or divulge be deemed to any person other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or have terminated for the purposes of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order this purpose by reason of a court leave of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise absence approved by the Purchaser;Committee. (b) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including If the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused Participant retires from active service with the name Corporation or a Subsidiary under the terms of the Company and shall use Kaman Corporation Employees' Pension Plan during the Restriction Period, effective upon retirement the Restricted Shares which are not vested will automatically be forfeited to the Corporation; except that, the Committee may, in its sole discretion, allow all reasonable endeavors restrictions set forth in this Section 3 to procure that no such name lapse in their entirety with respect to the Restricted Shares which thereupon shall be used by any personvested. If the restrictions are allowed to lapse, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" certificates for the purposes of carrying out the Business;vested shares will be delivered in accordance with section 2(b). (c) they None of the Restricted Shares, nor the Participant's interest in any of the Restricted Shares, may be encumbered, sold, assigned, transferred, pledged or otherwise disposed of at any time during the Restriction Period. In the event of any such action, all then Restricted Shares shall automatically be forfeited to the Corporation effective upon the date of such event. The Participant will procure that their subsidiariesrepay to the Corporation all dividends, holding company (where applicable) and any other affiliated companies and their employees will observe if any, paid on or after the restrictions contained in this Clause 7;date of the event with respect to the forfeited shares. (d) they shall not do anything which is reasonably likely If the Participant at any time forfeits Restricted Shares pursuant to prejudice this Agreement, the goodwill certificate or certificates for such Restricted Shares will be delivered by the Custodian to the Corporation. All of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China Participant's rights to and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was interest in the previous 12 months, a customer, supplier or client Restricted Shares shall terminate upon forfeiture without payment of the Company or its subsidiariesconsideration. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) The Participant shall sign and deliver to the Company Corporation the stock powers attached hereto relating to the Restricted Shares. If Restricted Shares are forfeited under this Agreement, the Corporation shall direct the Transfer Agent and its subsidiaries carrying Registrar of the Corporation's Common Stock to make appropriate entries upon their records showing the cancellation of the certificate or certificates for the Restricted Shares and to return the shares represented thereby to the Corporation. The stock power gives the Custodian the authority to take any action necessary to affect the transfer of shares to the Corporation. The stock power or powers will be returned to the Participant upon expiration of the applicable Installment Restriction Period. (f) The Committee shall make all determinations in connection with this Agreement, including determinations as to whether an event has occurred resulting in the forfeiture of or lapse of restrictions on Restricted Shares and all such determinations of the BusinessCommittee shall be final and conclusive.

Restrictions. 7.1 The CompaniesCompany shall not, nor shall it permit any of its Subsidiaries to, nor shall they instruct, authorize or permit any director, officer or employee of the SellerCompany or any of its Subsidiaries or any investment banker, and financial advisor, attorney, accountant or other advisor or representative of the Warrantor further severally undertake Company or any of its Subsidiaries to the Purchaser that after the Completion Datetake any action to, directly or indirectly, through another Person or method: (a) they will not at solicit, initiate, facilitate or encourage (including by furnishing information) any time hereafter make use of or disclose or divulge to any person other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Company, any information relating to the Companies Takeover Proposal or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; (b) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event making of any obligation proposal that constitutes or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on constitute a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the WarrantorTakeover Proposal; or (b) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any nonpublic information relating to the holding Company or any of its Subsidiaries or afford access to the properties, books or records of the Company or any of its Subsidiaries to any Person (other than Parent, Merger Sub and their respective officers, directors, employees, agents and advisors) regarding a Takeover Proposal; provided, however, that at any time prior to the time that the Company Stockholder Approval is obtained, if the Board of Directors of the Company receives an unsolicited bona fide proposal from a Third Party regarding an actual or potential Takeover Proposal and determines in good faith that such proposal is, or is reasonably expected by the CompaniesBoard of Directors of the Company to result in, a Superior Proposal, and if no breach of this Section 5.2.1 has occurred, the SellerCompany may, after and the Warrantor of any securities of any member of the Group; orsubject to giving Parent and Merger Sub at least four Business Days advance written notice: (ci) the use or disclosure of any furnish information which can be shown by Seller with respect to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on Subsidiaries to the BusinessThird Party making such Takeover Proposal (and its representatives) pursuant to a confidentiality agreement that is identical in all material respects to and materially no less favorable to the Company than the Confidentiality Agreement and participate in discussions or negotiations with the Third Party making such Takeover Proposal (and its representatives) regarding such Takeover Proposal; and (ii) enter into a binding written agreement providing for the implementation of a Superior Proposal if the Company, following the approval of the Superior Proposal by the Board of Directors of the Company and after compliance with the provisions of this Section 5.2 and Section 6.2.3, elects to terminate this Agreement pursuant to Section 8.1(f).

Restrictions. 7.1 The Companiesholder of this Option, the Sellerby acceptance hereof, represents and the Warrantor further severally undertake to the Purchaser that after the Completion Datewarrants as follows: (a) they will This Option and the right to purchase Shares hereunder is personal to the holder and shall not at any time hereafter make use of or disclose or divulge be transferred to any person other person, other than (i) by will or the laws of descent and distribution, or (ii) pursuant to officers a qualified domestic relations order as defined by the Code, or employees Title I of the Group and/or PACT Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or by the rules thereunder. This Option shall not be collaterally assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and companies within the PACT group companies whose province it is shall not be subject to know the same execution, attachment or for the purposes of carrying on the Business similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Company, Option or of any information relating rights granted hereunder contrary to the Companies provisions of this Section 7, or the subsidiaries other than levy of any information properly available to attachment or similar process upon the public Option or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation such right, shall be null and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;void. (b) they will The holder hereof has been advised and understands that the Option has been issued in reliance upon exemptions from registration under the Securities Act and applicable state statutes; the Shares have not at any time hereafter in relation to any tradebeen registered under the Securities Act or applicable state statutes and must be held and may not be sold, business or company use a nametransferred, or internet domain name including otherwise disposed of for value unless they are subsequently registered under the word Securities Act or symbolan exemption from such registration is available, except as set forth herein; the Corporation is under no obligation to register the Option or logo design Octavian and PacificNetthe Shares under the Securities Act or the applicable state statutes; in the absence of such registration, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name sale of the Company and shall use all reasonable endeavors to procure that no such name shall Shares may be used by any personpracticably impossible; the Shares will bear on its face a legend in substantially the following form restricting the sale of the Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business;AS AMENDED (THE “SECURITIES ACT”) AND ARE “RESTRICTED SECURITIES” WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN A STOCK OPTION AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE RECORDS OF THE CORPORATION. (c) they will procure that their subsidiariesRegardless of whether the offering and sale of Shares have been registered under the Securities Act or have been registered or qualified under the securities laws of any state, holding company the Corporation at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (where applicableincluding the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) and if, in the judgment of the Corporation, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act, the securities laws of any state or any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiarieslaw. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they Except as provided in Section 2(c) and 3(b), if the Participant’s employment with the Corporation or a Subsidiary terminates during the Restriction Period, then effective upon the date of termination all then Restricted Shares shall automatically be forfeited to the Corporation. Employment will not at any time hereafter make use of or disclose or divulge be deemed to any person other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or have terminated for the purposes of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order this purpose by reason of a court leave of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise absence approved by the Purchaser;Committee. (b) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including If the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused Participant retires from active service with the name Corporation or a Subsidiary under the terms of the Company and shall use Lydall, Inc. Defined Benefit Pension Plan during the Restriction Period, effective upon retirement the then Restricted Shares will automatically be forfeited to the Corporation; except that, the Committee may, in its sole discretion, allow all reasonable endeavors restrictions set forth in this Section 3 to procure that no such name shall be used by any personlapse in their entirety with respect to the then Restricted Shares. If the restrictions are allowed to lapse, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" certificates for the purposes of carrying out Restricted Shares will be delivered to the Business;Participant in accordance with section 2(b). (c) they will procure that their subsidiariesNone of the Restricted Shares, holding company nor the Participant’s interest in any of the Restricted Shares, may be encumbered, sold, assigned, transferred, pledged or otherwise disposed of at any time during the Restricted Period. In the event of any such action, all then Restricted Shares (where applicableand all Retained Distributions with respect thereto) and any other affiliated companies and their employees will observe shall automatically be forfeited to the restrictions contained in this Clause 7;Corporation effective upon the date of such event. (d) they shall not do anything which is reasonably likely If the Participant at any time forfeits Restricted Shares pursuant to prejudice this Agreement, the goodwill certificate or certificates for such Restricted Shares will be delivered by the Custodian to the Corporation. All of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China Participant’s rights to and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was interest in the previous 12 months, a customer, supplier or client Restricted Shares shall terminate upon forfeiture without payment of the Company or its subsidiariesconsideration. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) The Participant shall sign and deliver to the Company Corporation the stock powers attached hereto relating to the Restricted Shares (in accordance with Section 1(b) hereof). If Restricted Shares are forfeited under this Agreement, the Corporation shall direct the Transfer Agent and its subsidiaries carrying Registrar of the Corporation’s Common Stock to make appropriate entries upon their records showing the cancellation of the certificate or certificates for the Restricted Shares and to return the shares represented thereby to the Corporation’s treasury. The stock power gives the Custodian the authority to take any action necessary to effect the transfer of shares to the Corporation. The stock power or powers will be returned to the Participant upon expiration of the applicable Installment Restriction Period. (f) The Committee shall make all determinations in connection with this Agreement, including determinations as to whether an event has occurred resulting in the forfeiture of or lapse of restrictions on Restricted Shares and all such determinations of the BusinessCommittee shall be final and conclusive.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will not at any time hereafter make use of or disclose or divulge The Merger Shares are to any person other than to officers or employees be issued in transactions exempt from the registration requirements of the Group and/or PACT Securities Act. Purchaser’s reliance upon these exemptions is predicated in part upon Seller’s and companies within each Owner’s representation and agreement that the PACT group companies whose province it is to know Merger Shares will be acquired for the same Owner’s own account and not with a view to, or for resale in connection with, any distribution or public offering. The Merger Shares may not be transferred or resold without (i) registration under the purposes of carrying on Securities Act and compliance with applicable state securities laws, or (ii) an exemption from the Business registration requirements of the CompanySecurities Act and applicable state securities laws. Upon compliance with the requirements of this paragraph (a) and paragraph (b) of this Section 2.3, any information relating each Owner that is a limited liability company may transfer the Merger Shares, or its right to receive Merger Shares, to the Companies owner or owners of the subsidiaries other than any information properly available equity interests in such limited liability company, provided that such transferees shall be subject to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;restrictions set forth in this Section 2.3. (b) they will not at Each Owner shall deliver to Purchaser a representation letter and investor questionnaire in customary form that is reasonably acceptable to Purchaser (the “Representation Letter and Investor Questionnaire”) which shall include without limitation, representations that the Owner can bear the economic risk of its investment in the Merger Shares and, together with any time hereafter “purchaser representative,” has such knowledge and experience in relation to any trade, financial and business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way matters as to be capable of or likely evaluating the risks of an investment in the Merger Shares. Each Owner and its advisors, if any, has been provided and had the opportunity to be confused review all of Purchaser’s documents filed with the name Commission and have had access to additional materials relating to the business, finances and operations of the Company Purchaser and shall use all reasonable endeavors the opportunity to procure ask questions and receive answers concerning the terms and conditions of the offering. Each Owner acknowledges that no such name shall be used by he or it has consulted with his or its own consultant for any personlegal, firm financial or company with which it is/they are connected provided that the Company and tax advice relevant to his or its subsidiaries shall be entitled decision to use the name "Octavian" exchange its respective interests for the purposes Merger Shares and that Purchaser has not provided any legal, financial or tax advice with respect to such decision. Each Owner understands that prior to the effectiveness of carrying out the Business;registration statement contemplated by Section 9.10, the Merger Shares will be “restricted securities” under the Securities Act, which may be resold without registration under the Securities Act in only limited circumstances. Each Owner understands the resale limitations on the Merger Shares imposed by the Securities Act. Purchaser may, unless a registration statement is in effect covering such Merger Shares, place stop transfer orders with its transfer agent with respect to such certificates in accordance with Federal securities laws of the United States. (c) they will procure that their subsidiariesThe certificates representing the Merger Shares initially shall bear the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, holding company AS AMENDED (where applicableTHE “ACT”) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7;AND ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR DISPOSED OF, IN WHOLE OR IN PART, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by Once any of the CompaniesMerger Shares cease to be subject to the restrictions set forth above, the SellerOwners may sell, and transfer or trade the Warrantor Merger Shares without restriction. At any time thereafter, at the request of any provisions of this Agreement); or (d) Owner, the carrying out of services pursuant legend referred to the ESA (and any subsequent above shall promptly be removed from such agreement); or (e) the Company and its subsidiaries carrying on the BusinessOwner’s stock certificates.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will Each Holder agrees not at to make any time hereafter make use disposition of all or disclose or divulge to any person other than to officers or employees portion of the Group and/or PACT Registrable Securities unless and companies within until the PACT group companies whose province it is to know the same or transferee has agreed in writing for the purposes benefit of carrying on the Business Company to be bound by this Section 1.2 and Section 1.12, provided and to the extent such Sections are then applicable, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, any information relating such Holder shall have furnished the Company either with (x) an opinion of counsel, reasonably satisfactory to the Companies or Company, that such disposition will not require registration under the subsidiaries other than any information properly available Securities Act, (y) a “no action” letter from the SEC to the public effect that the proposed sale, pledge, or disclosed transfer of such Registrable Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto, or divulged pursuant (z) such other evidence reasonably satisfactory to the Company that the proposed dispositions may be effected without registration under the Securities Act. Notwithstanding the foregoing, no such registration statement, opinion of counsel, “no action” letter or other evidence shall be necessary for a transfer by a Holder which is (A) a partnership to its partners or former partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the limited liability company, (C) a corporation to its shareholders in accordance with their interests in the corporation or to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Holder, (D) in the case of Beacon, to an order Affiliate, or (E) to the Holder’s family member or trust for the benefit of an individual Holder, provided in all cases enumerated in clauses (A) – (E) that the transferee is subject to the terms of this Section 1.2 and Section 1.12 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a court of competent jurisdiction or as required pursuant notation on its records and giving instructions to any applicable law or regulation and transfer agent of the Seller and Restricted Securities in order to implement the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;restrictions on transfer established in this Section 1.2. (b) they will not at any time hereafter Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in relation the following forms (in addition to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation legend required under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted applicable state securities laws or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effectiveCompany’s charter documents): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD, TRANSFERRED, OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the BusinessA COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.”

Restrictions. 7.1 The CompaniesCBI and SC agree to hold their respective JVC Interest from the Effective Date to CBI's exercise of the Buyout Option, the Sellersubject to this Section 6. CBI and SC further agree not to transfer, and the Warrantor further severally undertake to the Purchaser that after the Completion Datesell, assign, hypothecate or in any way alienate any of such Holder's Shares or any right or interest therein except as provided below: (a) they will not at any time hereafter make use of or disclose or divulge to any person other than to officers or employees of Before the Group and/or PACT and companies within the PACT group companies whose province it CBI Buyout Option is to know the same or for the purposes of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged exercised pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; (b) they will not at any time hereafter in relation to any tradeSection 5, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name neither Holder shall be used by any person, firm or company with which it is/they are connected provided that the Company and permitted to so transfer its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, Shares without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date;other Holder. (b) solicit or entice or endeavor After the CBI Buyout Option is exercised pursuant to solicit or entice away from Section 5, either Holder may transfer such Holder's Shares; provided that the Company or its subsidiaries, any employee, officer, manager or consultant non-offering Holder shall have the right to purchase all (but not less than all) of the Company or its subsidiaries; orShares offered by the offering Holder ("Right of First Refusal"), which right shall be exercisable by written notice ("Right of First Refusal Notice") to the offering Holder not later than the expiration of 30 days after delivery of the offering Holder's written notice of intention to sell. The price and terms for the non-offering Holder shall be the price and terms stated in the offering Holder's Right of First Refusal Notice. (c) deal withIf the non-offering Holder does not exercise its Right of First Refusal on the offered Shares within such 30-day period in Section 6.1(b) above, canvassthe offering Holder may within 60 days after expiration of such Right of First Refusal, solicit sell or approach transfer its Shares to a transferee or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was transferees named in the previous 12 monthsRight of First Refusal Notice; provided that (i) such sale or transfer is not at a lower price or on terms more favorable to the transferee or transferees than those specified in the Right of First Refusal Notice; (ii) prior to such sale or transfer, a customer, supplier such transferee or client transferees agree in writing to become bound by all obligations of the Company or its subsidiaries. 7.3 Each and every obligation transferor under this clause shall be treated as a separate obligation Agreement; and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and (iii) any such deletion sale or transfer shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found serve to be void but would be valid if some part thereof were deleted excuse or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by terminate any of the Companies, obligations of the Seller, and transferor either hereunder or under a related agreement to which the Warrantor of any provisions of this Agreement); ortransferor is a party if such related agreement does not provide for such excuse or termination upon such transfer. (d) the carrying out The restrictions and other provisions of services pursuant this Section 6 shall apply to the ESA (and any subsequent such agreement); orShares acquired by a Holder. (e) The instruments representing the Company Shares shall bear a legend stating that such Shares are not transferable without the Board's prior written approval. SC and its subsidiaries carrying on CBI agree to cause the BusinessBoard not to consent to any transfer of any Shares made other than in accordance with this Section 6.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will Each Holder agrees not at to make any time hereafter make use disposition of all or disclose or divulge to any person other than to officers or employees portion of the Group and/or PACT Registrable Securities unless and companies within until the PACT group companies whose province it is to know the same or transferee has agreed in writing for the purposes benefit of carrying on the Business Company to be bound by the terms of this Agreement, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, any information relating such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Companies Company, that such disposition will not require registration under the Securities Act; provided, however, that no opinion of counsel shall be required with regard to dispositions pursuant to Rule 144(k) of the Securities Act. Notwithstanding the foregoing, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the subsidiaries other than any information properly available limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, or (D) to the public Holder’s family member or disclosed or divulged pursuant trust for the benefit of an individual Holder, provided in all cases enumerated in clauses (A) — (D) that the transferee has agreed in writing for the benefit of the Company to be bound by the terms of this Agreement as if such transferee were an order of original Holder hereunder. Each Holder consents to the Company making a court of competent jurisdiction or as required pursuant notation on its records and giving instructions to any applicable law or regulation and transfer agent of the Seller and Restricted Securities in order to implement the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;restrictions on transfer established in this Section 1.2. (b) they will not at any time hereafter Each certificate representing the Registrable Securities shall be stamped or otherwise imprinted with legends substantially in relation the following forms (in addition to any tradelegend required under applicable state securities laws or the Company’s charter documents): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, business or company use a nameAS AMENDED, or internet domain name including the word or symbolOR ANY STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD, or logo design Octavian and PacificNetTRANSFERRED, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any personOR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business;A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (c) they will procure that their subsidiaries, holding company (where applicable) and The Company shall promptly reissue unle gended certificates at the request of any other affiliated companies and their employees will observe Holder thereof if the restrictions contained in this Clause 7; (d) they Holder shall not do anything which is have obtained an opinion of counsel reasonably likely acceptable to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at to the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from effect that the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause securities proposed to be dealt withdisposed of may lawfully be disposed of without registration, canvassedqualification, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiarieslegend. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will not at any time hereafter make use No Shareholder shall, voluntarily or involuntarily, by operation of law or disclose otherwise, directly or divulge to any person other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Companyindirectly, sell, assign, donate, gift, pledge, hypothecate, any information relating to the Companies right or the subsidiaries other than any information properly available to the public option with respect to, dispose of, encumber or disclosed grant a security interest in, dispose of, grant a participation or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; (b) they will not at any time hereafter in relation to any trade, business or company use a namebeneficial interest in, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will notmanner, without the prior written consent of the Purchasertransfer any Equity Securities, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part with or parts as are unenforceable shall be deleted from this clause and without consideration, or any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but other right or interest therein, or enter into any transaction which results in the event economic equivalent of a transfer to any Person, including any derivative transaction that any such restriction shall be found to be void but would be valid if some part thereof were deleted or has the area effect of operation or changing materially the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid economic benefits, risks and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by associated with ownership (each such holding do not exceed 10 per cent of the total voting rights attaching action, a “Transfer”) except pursuant to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; ora Permitted Transfer. (b) From and after the holding date hereof, all certificates or other instruments representing Equity Securities held by each Shareholder and all certificates or other instruments issued in exchange for or upon the CompaniesTransfer of any Equity Securities shall bear a legend which shall state: “The securities represented by this certificate are subject to and have the benefit of a Shareholders’ Agreement, dated as of October 14, 2016, as the Sellersame may be amended from time to time, pursuant to the terms of which such securities are subject to certain restrictions and conditions on transfer. Such Shareholders’ Agreement also provides for various other limitations and obligations, and the Warrantor of any securities of any member all of the Group; orterms thereof are incorporated by reference herein. A copy of such Shareholders’ Agreement has been filed in the chief executive office of ITC Investments where the same may be inspected daily during business hours.” (c) In addition to the use legend required by Section 2.1(b) above, all certificates or disclosure other instruments representing Equity Securities held by each Shareholder and all certificates or other instruments issued in exchange for or upon the Transfer of any information Equity Securities shall bear a legend which can shall state: “The securities represented by this certificate have not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or any other securities law, and such securities may not be shown by Seller offered, sold, pledged or otherwise transferred except (1) pursuant to be an exemption from, or in a transaction not subject to, the public domain registration requirements under the Securities Act or (otherwise than 2) pursuant to an effective registration statement under the Securities Act, in consequence each case in accordance with any applicable securities laws of any breach by any State of the Companies, United States of America.” Notwithstanding the Seller, and the Warrantor of any foregoing provisions of this AgreementSection 2.1(c); or, the legend required by this Section 2.1(c) shall be removed from any such certificates representing Equity Securities upon the request of any Shareholder to ITC Investments, accompanied by an opinion of counsel reasonably satisfactory to ITC Investments that such Equity Securities may be freely transferred at any time without registration thereof under the Securities Act and that such legend may be removed. (d) Any attempt to Transfer any Equity Security which is not in accordance with this Agreement shall be null and void and ITC Investments agrees that it will not cause, permit or give any effect to any Transfer of any Equity Securities to be made on its books and records unless such Transfer is permitted by this Agreement and has been made in accordance with the carrying out of services pursuant to the ESA (and any subsequent such agreement); orterms hereof. (e) Each Shareholder agrees that it will not effect any Transfer of Equity Securities unless such Transfer is a Permitted Transfer and is made (i) pursuant to an exemption from the Company registration requirements of the Securities Act or pursuant to an effective registration statement under the Securities Act, (ii) in accordance with all Applicable Laws (including, all securities laws), and (iii) upon the receipt by ITC Investments, its Affiliates, such Shareholder, and the proposed transferee (as applicable) of all Consents and making by each of them (as applicable) of all Filings necessary to effect such Transfer and all such Consents and Filings being in full force and effect and not the subject to appeal, all terminations or expirations of applicable waiting periods imposed by any Governmental Entity with respect to the Transfer having occurred, and no such Consent containing any conditions or other requirements that are adverse to ITC Investments or its Affiliates in any material respect. All costs and expenses reasonably incurred by ITC Investments and its subsidiaries carrying Affiliates in accordance with the foregoing shall be paid in cash by or on behalf of the transferring Shareholder as a condition to the relevant Transfer. (f) Each Shareholder hereby acknowledges and agrees that the scope of the restrictions set forth in this Section 2.1 are reasonable in nature and serve to protect the legitimate interests of ITC Investments. (g) For the avoidance of doubt, the foreclosure by any Person of a direct or indirect interest in the Equity Securities shall be subject to such Transfer being a Permitted Transfer, including through the prior compliance by the Shareholder with Section 2.3. Any foreclosure by any Person on the Businessequity interests of a Shareholder or its direct or indirect parents without prior compliance with Section 2.3 shall be subject to Section 2.7.

Restrictions. 7.1 The CompaniesON By signing this Agreement, you agree not to sell any RESALE AND Restricted Stock before the Sellerrestrictions lapse or HEDGE sell any shares acquired under this award at a time TRANSACTIONS when applicable laws, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will not at regulations or Company or underwriter trading policies prohibit sale. In particular, in connection with any time hereafter make use underwritten public offering by PG&E Corporation of or disclose or divulge to any person other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged its equity securities pursuant to an order effective registration statement filed under the Securities Act of a court 1933, you shall not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or agree to engage in any of competent jurisdiction or as required pursuant the foregoing transactions with respect to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; (b) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in shares acquired under this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, award without the prior written consent of the PurchaserPG&E Corporation or its underwriters, for a such period of 3 years time after Completion: (a) carry on the effective date of such registration statement as may be requested by PG&E Corporation or be engaged the underwriters. If the sale of shares acquired under this award is not registered under the Securities Act of 1933, but an exemption is available which requires an investment or interested directly other representation and warranty, you shall represent and agree that the Shares being acquired are being acquired for investment, and not with a view to the sale or indirectly distribution thereof, and shall make such other representations and warranties as are deemed necessary or appropriate by PG&E Corporation and its counsel. By your acceptance of the award, you agree that while the Restricted Stock is subject to restrictions, you will not enter into a corresponding hedging transaction relating to PG&E Corporation's stock nor engage in any business short sale of PG&E Corporation's stock. This prohibition shall not apply to transactions effected through PG&E Corporation's benefit plans that provide an opportunity to invest in Company stock or which shall provide compensation based on the price of Company stock. NO RETENTION This Agreement is not an employment agreement and RIGHTS does not give you the right to be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; retained by PG&E Corporation (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries). Except as otherwise provided in an applicable employment agreement, any employee, officer, manager or consultant of the Company (or any of its subsidiaries; or (c) deal with, canvass, solicit or approach or cause reserves the right to be dealt with, canvassed, solicited or approached terminate your employment at any time and for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiariesreason. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will During the Term, and to the extent that ------------ Executive submits his resignation in accordance with Section 3(a), thereafter for a two (2) year period (the "Restriction Period"), Executive agrees that, without the prior express written approval from ADS' Board of Directors, he shall not compete with ADS and its affiliates by directly or indirectly engaging in the Business or by engaging in any business comparable to that of ADS or its affiliates, either directly or indirectly, as an individual, partner, member, corporation, limited liability company, limited liability partnership, officer of a corporation or in any other capacity whatsoever at any time hereafter make use of location at which ADS ----------------------------- or disclose or divulge to its affiliates conducts business and/or provides any person other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;services. --- (b) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure Executive acknowledges that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7;Section 10 of this Agreement, in view of the nature of the activities in which ADS and its affiliates are engaged, are reasonable and necessary in order to protect the legitimate interests of ADS and its affiliates, and that any violation thereof would result in irreparable injuries to ADS and/or its affiliate(s), as the case may be. Executive, therefore, acknowledges that, in the event of the violation of any of these restrictions, ADS shall be entitled to obtain from any Court of competent jurisdiction preliminary and permanent injunctive relief, as well as attorneys fees and costs, damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative, and in addition to any other rights or remedies to which ADS may be entitled. (c) Executive agrees that the restrictions contained in this Section 10 of this Agreement are an essential element of Executive's compensation that Executive is granted hereunder and, but for Executive's agreement to comply with such restrictions, ADS would not have entered into this Agreement. (d) they If any of the restrictions set forth in this Section 10 should, for any reason, be adjudged invalid or unreasonable in any proceeding, then the validity or enforceability of the remainder of such restrictions shall not do anything which be adversely affected. If the Restriction Period or the area specified in this Section 10 of this Agreement shall be adjudged unreasonable in any proceeding, then the Restriction Period shall be reduced by such number of months, or the area shall be reduced by the elimination of such portion thereof or both, so that such restrictions may be enforced in such area and for such period of time as is reasonably likely adjudged to prejudice the goodwill be reasonable. If Executive violates any of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by Section 10, the parties but Restriction Period shall not run in favor of Executive from the event that time of commencement of any such restriction violation until such time as such violation shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented cured by such holding do not exceed 10 per cent of the total voting rights attaching Executive to the securities satisfaction of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); orADS. (e) the Company and its subsidiaries carrying on the BusinessTHE TERMS OF THIS SECTION 10 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. EXECUTIVE ACKNOWLEDGES THAT HE CAN BE GAINFULLY EMPLOYED AND STILL COMPLY WITH THE TERMS OF THIS SECTION 10 AND THAT IT IS NOT UNDULY INCONVENIENT TO HIM.

Restrictions. 7.1 The CompaniesEach Demand Filing Statement shall be filed as soon as possible but in no event later than 60 days (subject to the last sentence of this Section 2(b)) after the date CLGI makes the written request for registration and/or qualification under the preceding paragraph. CLGI shall not be permitted to make the written request for registration and/or qualification under the preceding paragraph more than once in any six-month period and no sooner than six months after the completion of any prior demand offering. Without limiting ▇▇▇▇▇'▇ obligation to effect any Demand Filing pursuant to this Section 2 and to pay for any and all Registration Expenses associated therewith (as provided in Section 5 hereof), a registration and/or qualification requested pursuant to this Section 2 shall not be counted as a Demand Filing Statement for purposes of the first sentence of Section 2(a) if CLGI has not been able to sell at least 50% of the Subject Securities requested to be included in such registration and/or qualification. In addition, a Demand Filing Statement shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective by the SEC and remains effective in compliance with the provisions of the Securities Act or unless a receipt or receipts for a final Canadian Prospectus with respect thereto has been issued by all applicable Canadian Regulatory Authorities and such prospectus remains in compliance with Canadian Securities Laws until the earlier of (x) such time as all of the Subject Securities covered thereby have been disposed of in accordance with such registration statement and/or prospectus and (y) in the case of a U.S. registration statement, with respect to any Shelf Registration, 270 days after the date on which the staff of the SEC has indicated that it is satisfied with the registration statement and all responses to its comments and that it is prepared upon the proper filing of a pricing amendment to declare the registration statement effective, or in the case of a Canadian Shelf, 270 days after the date on which a receipt or receipts for a final Canadian Shelf have been issued by the applicable Canadian Regulatory Authorities, (ii) if, after the registration statement with respect thereto has become effective, or a receipt or receipts for such prospectus have been issued, such registration or prospectus is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental or regulatory agency including a Canadian regulatory authority or court for any reason other than a violation of applicable law by CLGI and has not thereafter become effective or (iii) if, in the case of an underwritten offering, the Sellerconditions to closing specified in the underwriting agreement to which the Company is a party are not satisfied, other than by reason of any breach or failure by CLGI or any other holder; PROVIDED, that if such demand occurs during a Black Out Period (as defined below) or other period (not to exceed 90 days) during which ▇▇▇▇▇ is prohibited or restricted from filing a registration statement or a Canadian Prospectus pursuant to any underwriting or purchase agreement relating to an underwritten Rule 144A offering or registered or qualified public offering of securities in which CLGI was offered piggy-back rights pursuant to Section 3 (a "LOCK UP PERIOD"), ▇▇▇▇▇ shall notify CLGI of the basis therefore and shall not be required to notify the Warrantor further severally undertake holders of any Subject Securities of such demand or file such Registration Statement or Canadian Prospectus prior to the Purchaser that after end of the Completion Date: Black Out Period or Lock Up Period, as the case may be, in which event, ▇▇▇▇▇ will file such Registration Statement or Canadian Prospectus no later than the later of (a) they will not at 120 days after the original demand and (B) 60 days after the end of the Black Out Period or Lock Up Period, as the case may be; and PROVIDED, FURTHER, that ▇▇▇▇▇ may postpone the filing of any time hereafter make Registration Statement and/or Canadian Prospectus (and, in the case of a Pending Event Suspension Period only, suspend the effectiveness of any registration or qualification, suspend the use of any Prospectus and shall not be required to amend or disclose supplement the Registration Statement, any related Prospectus or divulge to any person document incorporated therein by reference (other than to officers an effective Registration Statement or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to Canadian Prospectus being used in an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; underwritten offering)) (bI) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period not to exceed an aggregate of 3 years after Completion: 75 days hereunder (aa "PENDING EVENT SUSPENSION PERIOD") carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that (1) an event or circumstance occurs and is continuing that has not been publicly disclosed and, if not disclosed in the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented would, in the good faith reasonable judgment of the Board of Directors of ▇▇▇▇▇ (the "Board"), result in the Registration Statement, and any related Prospectus, or Canadian Prospectus or any such restriction document containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein, or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (2) in the good faith judgment of the Board, after consultation with its outside securities counsel, ▇▇▇▇▇ has a bona fide business purpose for not then disclosing the existence of such event or circumstance or (II) for a period not to exceed an aggregate of 120 days hereunder, in the event that ▇▇▇▇▇, for its own account or the account of others, has pending or is currently engaged in the process of and proposes to register Common Shares for sale in an underwritten public offering on Form ▇-▇, ▇-▇ or S-3, their successor forms or any other form under the Securities Act appropriate for a public offering of such securities of ▇▇▇▇▇ (other than a registration on Form S-8), or in an underwritten public offering pursuant to a Canadian Prospectus, in each case in an offering in which CLGI has been or will be offered piggy-back rights pursuant to Section 3 (a "PENDING REGISTRATION SUSPENSION PERIOD") and, together with a Pending Event Suspension Period, a "BLACK OUT PERIOD"); PROVIDED, FURTHER, that any period suspended, including the Effectiveness Period, shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held extended by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor number of days in any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent Black Out Period occurring during such agreement); or (e) the Company and its subsidiaries carrying on the BusinessPeriod.

Restrictions. 7.1 The Companiesholder of this Option, the Sellerby acceptance hereof, represents and the Warrantor further severally undertake to the Purchaser that after the Completion Datewarrants as follows: (a) they will This Option and the right to purchase Shares hereunder is personal to the holder and shall not at any time hereafter make use of or disclose or divulge be transferred to any person other person, other than (i) by will or the laws of descent and distribution, or (ii) pursuant to officers a qualified domestic relations order as defined by the Code, or employees Title I of the Group and/or PACT Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or by the rules thereunder. This Option shall not be collaterally assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and companies within the PACT group companies whose province it is shall not be subject to know the same execution, attachment or for the purposes of carrying on the Business similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Company, Option or of any information relating rights granted hereunder contrary to the Companies provisions of this Paragraph 7, or the subsidiaries other than levy of any information properly available to attachment or similar process upon the public Option or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation such right, shall be null and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;void. (b) they will The holder hereof has been advised and understands that the Option has been issued in reliance upon exemptions from registration under the Securities Act and applicable state statutes; the Shares have not at any time hereafter in relation to any tradebeen registered under the Securities Act or applicable state statutes and must be held and may not be sold, business or company use a nametransferred, or internet domain name including otherwise disposed of for value unless they are subsequently registered under the word Securities Act or symbolan exemption from such registration is available, except as set forth herein; the Corporation is under no obligation to register the Option or logo design Octavian and PacificNetthe Shares under the Securities Act or the applicable state statutes; in the absence of such registration, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name sale of the Company and shall use all reasonable endeavors to procure that no such name shall Shares may be used by any personpracticably impossible; the Shares will bear on its face a legend in substantially the following form restricting the sale of the Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN A STOCK OPTION AGREEMENT, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business;A COPY OF WHICH IS ON FILE WITH THE RECORDS OF THE CORPORATION. (c) they will procure that their subsidiariesRegardless of whether the offering and sale of Shares have been registered under the Securities Act or have been registered or qualified under the securities laws of any state, holding company the Corporation at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (where applicableincluding the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) and if, in the judgment of the Corporation, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act, the securities laws of any state or any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiarieslaw. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The Companies, the Seller, Restricted Shares are restricted and the Warrantor further severally undertake subject to forfeiture in accordance with and subject to the Purchaser that after the Completion Datefollowing provisions: (a) they Except as provided in Sections 2(b), (c) and (d), if the Participant’s employment with or other service to the Company or a Subsidiary terminates during the Restriction Period, including, for the avoidance of doubt, during the Notice Period, then effective upon the date of termination, all Restricted Shares which are not vested shall automatically be forfeited to the Company. Employment or other service will not at any time hereafter make use of or disclose or divulge be deemed to any person other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or have terminated for the purposes of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order this purpose by reason of a court leave of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise absence approved by the Purchaser;Committee. (b) they will not None of the Restricted Shares, nor the Participant’s interest in any of the Restricted Shares, may be encumbered, sold, assigned, transferred, pledged or otherwise disposed of at any time hereafter in relation during the Restriction Period. In the event of any such action, all then Restricted Shares shall automatically be forfeited to any tradethe Company effective upon the date of such event. The Participant will repay to the Company all dividends, business if any, paid on or company use a name, or internet domain name including after the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name date of the Company and shall use all reasonable endeavors event with respect to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business;forfeited Shares. (c) they will procure that their subsidiariesIf the Participant at any time forfeits Restricted Shares pursuant to this Agreement, holding company (where applicable) the Custodian is authorized to cause such forfeited Shares to be cancelled and any other affiliated companies transferred to the Company. All of the Participant’s rights to and their employees will observe interest in the restrictions contained in this Clause 7;Restricted Shares shall terminate upon forfeiture without payment of consideration. (d) they If Restricted Shares are forfeited under this Agreement, the Custodian shall not do anything which is reasonably likely direct the Transfer Agent to prejudice make appropriate entries upon its records showing the goodwill cancellation of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without Restricted Shares and to return the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching Shares to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); orCompany. (e) The Committee shall make all determinations in connection with this Agreement, including determinations as to whether an event has occurred resulting in the Company forfeiture of or lapse of restrictions on Restricted Shares and its subsidiaries carrying on all such determinations of the BusinessCommittee shall be final and conclusive.

Restrictions. 7.1 The CompaniesOptionee, the Sellerby acceptance hereof, represents and the Warrantor further severally undertake to the Purchaser that after the Completion Datewarrants as follows: (a) they will The Option and the right to purchase Shares hereunder is personal to the Optionee and shall not at any time hereafter make use of or disclose or divulge be transferred to any person other person, other than (i) by will or the laws of descent and distribution, or (ii) pursuant to officers a domestic relations order. This Option shall not be collaterally assigned, pledged or employees hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Group and/or PACT Option or of any rights granted hereunder contrary to the provisions of this Section 11, or the levy of any attachment or similar process upon the Option or such right, shall be null and companies within void. Notwithstanding the PACT group companies whose province it is foregoing, the Optionee may, with approval by the Board and in a form satisfactory to know the same or for Corporation, designate a third party who, in the purposes of carrying on the Business event of the Companydeath of the Optionee, any information relating shall thereafter be entitled to exercise the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;Option. (b) they will not at any time hereafter in relation to any tradeThe Optionee has been advised and understands that the Option and the resulting Shares issuable upon its exercise, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as is intended to be capable registered on a Registration Statement on Form S-8, resulting in the securities issuable hereunder being registered under the Securities Act of 1933, as amended (the “Securities Act”). However, in the absence of such registration, the Optionee has been advised and understands that the Option has been issued in reliance upon exemptions from registration under the Securities Act and applicable state statutes; the Shares have not been registered under the Securities Act or likely applicable state statutes and must be held and may not be sold, transferred or otherwise disposed of for value unless they are subsequently registered under the Securities Act or an exemption from such registration is available, except as set forth herein; the Corporation is under no obligation to be confused with register the name Option or the Shares under the Securities Act or the applicable state statutes; in the absence of such registration, the sale of the Company and shall use all reasonable endeavors to procure that no such name shall Shares may be used by practicably impossible; the Shares will bear a legend (on any personcertificate or book entry) in substantially the following form restricting the sale of the Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR BOOK ENTRY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business;AS AMENDED (THE “SECURITIES ACT”) AND ARE “RESTRICTED SECURITIES” WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN A STOCK OPTION AGREEMENT, A COPY OF WHICH IS ON FILE WITH THE RECORDS OF THE CORPORATION. (c) they will procure that their subsidiariesRegardless of whether the offering and sale of Shares have been registered under the Securities Act or have been registered or qualified under the securities laws of any state, holding company the Corporation at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (where applicableincluding the placement of appropriate legends on stock certificates or the imposition of stop-transfer instructions) and (“Restricted Stock”) if, in the judgment of the Corporation, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act, the securities laws of any state or any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiarieslaw. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion DatePlacement Agent agrees: (a) they will not at Not to solicit any time hereafter make use of offer to buy from or disclose or divulge offer to sell to any person any Preferred Shares unless (i) (A) the Placement Agent or one of its affiliates has a substantive, pre-existing relationship with such person and (B) the Placement Agent shall reasonably believe that at such time such person and each other than person for whom such person is acting are institutional "accredited investors" within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D with respect to officers or employees the Preferred Shares, have sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business purchase of the CompanyPreferred Shares and are able and prepared to bear the economic risk of investing in and holding the Preferred Shares and (ii) the Placement Agent shall reasonably believe that any purchase of Preferred Shares by such person will be for its own account, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of and not with a court of competent jurisdiction or as required pursuant view to any applicable law public resale or regulation and distribution thereof (any person meeting the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaserrequirements of this Section 2(a) is referred to herein as a "Prospective Investor"); (b) they will Not to offer or sell Preferred Shares by means of any form of general solicitation or advertising, including, but not at limited to, (i) any time hereafter advertisement, article, notice or other communication published in relation to any tradenewspaper, business magazine or company use a namesimilar medium or broadcast over television or radio, or internet domain name including the word (ii) any seminar or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used meeting whose attendees have been invited by any person, firm general solicitation or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Businessgeneral advertising; (c) they will procure that their subsidiaries, holding company Not to solicit any offer to buy or to offer to sell Preferred Shares to any Prospective Investor unless the Placement Agent has sent to such Prospective Investor a copy of a preliminary Offering Circular or the Offering Circular and not to confirm a sale of any series of Preferred Shares with a purchaser of the Preferred Shares of such series without first or simultaneously delivering an Offering Circular relating to such series of Preferred Shares (where applicable) and any other affiliated companies and their employees will observe amendment or supplement thereto that the restrictions contained in this Clause 7;Fund shall have furnished to the Placement Agent prior to the date of such confirmation of sale); and (d) they shall not do anything which is reasonably likely Not to prejudice sell Preferred Shares to any Prospective Investor, unless the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will notPlacement Agent has received a Purchaser's Letter, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was substantially in the previous 12 monthsform of Exhibit A attached hereto, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented signed by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the BusinessProspective Investor.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will Each Holder agrees not at to make any time hereafter make use disposition of all or disclose or divulge to any person other than to officers or employees portion of the Group and/or PACT Registrable Securities unless and companies within until the PACT group companies whose province it is to know the same or transferee has agreed in writing for the purposes benefit of carrying on the Business Company to be bound by this Section 1.2 and Section 1.13, provided and to the extent such Sections are then applicable, and (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement, or (ii) such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and, if reasonably requested by the Company, any information relating such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Companies Company, that such disposition will not require registration under the Securities Act. It is agreed that the Company will not require opinions of counsel for standard Rule 144 transactions. Notwithstanding the foregoing, no such registration statement or opinion of counsel shall be necessary for a transfer to an affiliate of a Holder or by a Holder which is (A) a partnership to its partners or retired partners in accordance with partnership interests, (B) a limited liability company to its members or former members in accordance with their interest in the subsidiaries other than any information properly available limited liability company, (C) a corporation to its stockholders in accordance with their interests in the corporation, or (D) an individual to the public Holder’s family member or disclosed or divulged pursuant trust for the benefit of such individual Holder, provided in the case of a transfer to an order affiliate and all cases enumerated in clauses (A) — (D) that the transferee is subject to the terms of this Section 1.2 and Section 1.13 as if such transferee were an original Holder hereunder. Each Holder consents to the Company making a court of competent jurisdiction or as required pursuant notation on its records and giving instructions to any applicable law or regulation and transfer agent of the Seller and Restricted Securities in order to implement the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;restrictions on transfer established in this Section 1.2. (b) they will not at any time hereafter Each certificate representing Registrable Securities shall be stamped or otherwise imprinted with legends substantially in relation the following forms (in addition to any tradelegend required under applicable state securities laws or the Company’s charter documents): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, business or company use a nameAS AMENDED. SUCH SHARES MAY NOT BE SOLD, or internet domain name including the word or symbolTRANSFERRED, or logo design Octavian and PacificNetOR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business;A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. (c) they will procure that their subsidiaries, holding company (where applicable) and The Company shall promptly reissue unlegended certificates at the request of any other affiliated companies and their employees will observe Holder thereof if the restrictions contained in this Clause 7; (d) they Holder shall not do anything which is have obtained an opinion of counsel reasonably likely acceptable to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at to the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from effect that the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause securities proposed to be dealt withdisposed of may lawfully be disposed of without registration, canvassed, solicited qualification or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiarieslegend. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 Each Demand Filing Statement shall be filed as soon as possible but in no event later than 60 days (subject to the last sentence of this Section 2(b)) after the date the GSC Investors make the written request for registration and/or qualification under the preceding paragraph. The CompaniesGSC Investors shall not be permitted to make the written request for registration and/or qualification under the preceding paragraph, or an Underwritten Takedown Request, more than once in any six-month period and no sooner than six months after the completion of any prior demand offering. Without limiting Moore's obligation to effect any Demand Filing or Underwritten Tak▇▇▇▇▇ ▇equest pursuant to this Section 2 and to pay for any and all Registration Expenses associated therewith (as provided in Section 5 hereof), a registration and/or qualification or Underwritten Takedown Request requested pursuant to this Section 2 shall not be counted as a Demand Filing Statement for purposes of the first sentence of Section 2(a) if the GSC Investors have not been able to sell at least 50% of the Subject Securities requested to be included in such registration and/or qualification or Underwritten Takedown Request. In addition, a Demand Filing Statement shall not be deemed to have been effected (i) unless a registration statement with respect thereto has been declared effective by the SEC and remains effective in compliance with the provisions of the Securities Act or unless a receipt or receipts for a final Canadian Prospectus with respect thereto has been issued by all applicable Canadian Regulatory Authorities and such prospectus remains in compliance with Canadian Securities Laws until the earlier of (x) such time as all of the Subject Securities covered thereby have been disposed of in accordance with such registration statement and/or prospectus and (y) in the case of any Shelf Registration, 2 years (subject to extension at the request of the GSC Investors if all of the Subject Securities covered thereby have not been disposed of in accordance with such Shelf Registration) after the date on which the staff of the SEC has indicated that it is satisfied with the registration statement and all responses to its comments and that it is prepared upon the proper filing of a pricing amendment to declare the registration statement effective, or in the case of a Canadian Shelf, 2 years after the date on which a receipt or receipts for a final Canadian Shelf have been issued by the applicable Canadian Regulatory Authorities, (ii) if, after the registration statement with respect thereto has become effective, or a receipt or receipts for such prospectus have been issued, such registration or prospectus is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental or regulatory agency including a Canadian regulatory authority or court for any reason other than a violation of applicable law by the GSC Investors and has not thereafter become effective or (iii) if, in the case of an underwritten offering, the Sellerconditions to closing specified in the underwriting agreement to which Moore is a party are not satisfied, other than by reason of any b▇▇▇▇▇ or failure by the GSC Investors or any other holder; provided, that if such demand occurs during a Black Out Period (as defined below) or other period (not to exceed 90 days) during which Moore is prohibited or restricted from filing a registration ▇▇▇▇▇ment or a Canadian Prospectus pursuant to any underwriting or purchase agreement relating to an underwritten Rule 144A offering or registered or qualified public offering of securities in which the GSC Investors were offered piggy-back rights pursuant to Section 3 (a "Lock Up Period"), Moore shall notify the GSC Investors of the basis therefore and s▇▇▇▇ not be required to notify the Warrantor further severally undertake holders of any Subject Securities of such demand or file such Registration Statement or Canadian Prospectus prior to the Purchaser that after end of the Completion Date: Black Out Period or Lock Up Period, as the case may be, in which event, Moore will file such Registration Statement or Canadian Prospec▇▇▇ ▇o later than the later of (a) they will not at 120 days after the original demand and (B) 60 days after the end of the Black Out Period or Lock Up Period, as the case may be; and provided, further, that Moore may postpone the filing of any time hereafter make Registration Statement and/or ▇▇▇▇dian Prospectus (and, in the case of a Pending Event Suspension Period only, suspend the effectiveness of any registration or qualification, suspend the use of any Prospectus and shall not be required to amend or disclose supplement the Registration Statement, any related Prospectus or divulge to any person document incorporated therein by reference (other than to officers an effective Registration Statement or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to Canadian Prospectus being used in an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; underwritten offering)) (bI) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period not to exceed an aggregate of 3 years after Completion: 75 days hereunder (aa "Pending Event Suspension Period") carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that (1) an event or circumstance occurs and is continuing that has not been publicly disclosed and, if not disclosed in the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented would, in the good faith reasonable judgment of the Board of Directors of Moore (the "Board"), result in the Registration Statement, and an▇ ▇▇lated Prospectus, or Canadian Prospectus or any such restriction document containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein, or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (2) in the good faith judgment of the Board, after consultation with its outside securities counsel, Moore has a bona fide business purpose for not then disclosing th▇ ▇▇▇stence of such event or circumstance or (II) for a period not to exceed an aggregate of 120 days hereunder, in the event that Moore, for its own account or the account of others, has pendi▇▇ ▇▇ is currently engaged in the process of and proposes to register Common Shares for sale in an underwritten public offering on Form S-1, S-2 or S-3, their successor forms or any other form under ▇▇▇ ▇▇▇urities Act appropriate for a public offering of such securities of Moore (other than a registration on Form S-8), or in an underwritt▇▇ ▇ublic offering pursuant to a Canadian Prospectus, in each case in an offering in which the GSC Investors have been or will be offered piggy-back rights pursuant to Section 3 (a "Pending Registration Suspension Period") and, together with a Pending Event Suspension Period, a "Black Out Period"); provided, further, that any period suspended, including the Effectiveness Period, shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held extended by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor number of days in any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent Black Out Period occurring during such agreement); or (e) the Company and its subsidiaries carrying on the BusinessPeriod.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will The Investor hereby agrees not at to sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or by operation of law, but excluding by way of merger or consolidation) any time hereafter make use of or disclose or divulge to any person other than to officers or employees interest in the Registrable Securities unless and until the transferee has agreed in writing for the benefit of the Group and/or PACT Company to be bound by this Section 8.1 and companies within Section 8.12, provided and to the PACT group companies whose province it extent such Sections are then applicable, and (i) there is to know then in effect a registration statement under the same Securities Act covering such proposed transfer and such transfer is made in accordance with such registration statement, or for (ii) the purposes Investor shall have notified the Company of carrying on the Business proposed transfer and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed transfer, and, if reasonably requested by the Company, any information relating such Investor shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Companies or Company, that such transfer will not require registration under the subsidiaries other than any information properly available Securities Act. Each Investor consents to the public or disclosed or divulged pursuant to an order of Company making a court of competent jurisdiction or as required pursuant notation on its records and giving instructions to any applicable law or regulation and transfer agent of the Seller and Restricted Securities in order to implement the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;restrictions on transfer established in this Section 8.1. (b) they will not at any time hereafter Each certificate representing Registrable Securities and each certificate issued in relation exchange for or upon the transfer of Registrable Securities shall be stamped or otherwise imprinted with legends substantially in the following forms (in addition to any tradelegend required under applicable state securities laws or the Company’s charter documents): “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, business or company use a nameAS AMENDED OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD, or internet domain name including the word or symbolTRANSFERRED, or logo design Octavian and PacificNetOR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED AS A RESULT OF AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR LAWS.” “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THAT CERTAIN INVESTOR RIGHTS AGREEMENT, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any personDATED AS OF SEPTEMBER 12, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business;2006, BY AND BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.” (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe The Company shall promptly reissue unlegended certificates at the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill request of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without Investor holding such certificate if the prior written consent Investor shall have obtained an opinion of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of counsel reasonably acceptable to the Company or its subsidiaries as carried on at to the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from effect that the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause securities proposed to be dealt withdisposed of may lawfully be disposed of without registration, canvassedqualification, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services legend pursuant to the ESA subsection (and any subsequent such agreement); or (ek) the Company and its subsidiaries carrying on the Businessof Rule 144.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will not at any time hereafter make use In the event that the Participant's employment with the Corporation or one of or disclose or divulge to any person other than to officers or employees of its Participating Subsidiaries terminates during the Group and/or PACT and companies within period in which the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the Company, any information relating restrictions set forth in paragraph 6 apply to the Companies Restricted Shares (the "Restricted Period"), due to voluntary resignation from the Corporation and its Participating Subsidiaries by the Participant or termination for Cause, such Restricted Shares shall be forfeited to the Corporation or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;appropriate Participating Subsidiary. (b) they will not None of the Restricted Shares, nor the Participant's interest in any of the Restricted Shares, may be sold, assigned, transferred, pledged or otherwise disposed of or encumbered at any time hereafter in relation during the Restriction Period applicable to any tradeinstallment of Restricted Shares. In the event of any such action, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable installment of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name Restricted Shares shall be used by any person, firm forfeited to the Corporation or company with which it is/they are connected provided that the Company and its subsidiaries appropriate Participating Subsidiary upon delivery to the Participant of notice of forfeiture. Such forfeiture shall be entitled effective upon such event, and the Participant agrees to use repay to the name "Octavian" for Corporation all dividends, if any, paid after such event with respect to the purposes of carrying out the Business;forfeited shares. (c) they If the Participant at any time forfeits any or all of the Restricted Shares pursuant to this Agreement, the Participant agrees that the certificate or certificates for such Restricted Shares will procure that their subsidiaries, holding company (where applicable) be delivered by the Custodian to the Corporation or the appropriate Participating Subsidiary. All of the Participant's rights to and any other affiliated companies and their employees will observe interest in the restrictions contained in this Clause 7;Restricted Shares shall terminate upon forfeiture without payment of consideration. (d) they shall not do anything which is reasonably likely to prejudice The Participant recognizes that under the goodwill provisions of Section 83(b) of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will notInternal Revenue Code of 1986, without as amended, the prior written consent of Participant has the Purchaserright to elect to include in gross income, for a period the taxable year in which the Restricted Shares are granted, the fair market value of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on such Restricted Shares at the Completion Date; time of transfer into the Participant's name (b) solicit or entice or endeavor determined without regard to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, restrictions set forth in this Agreement) rather than include in gross income the Sellerfuture value of such Restricted Shares at such time as the restrictions may lapse. The Participant agrees to waive the right to make such an election, and if such an election is made, all Restricted Shares issued in the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant Participant's name shall be forfeited to the ESA (and any subsequent such agreement); orCorporation or the appropriate Participating Subsidiary. (e) The Participant agrees to sign and deliver to the Company Corporation an acceptance and its subsidiaries carrying stock power relating to the Restricted Shares, and acknowledges and agrees that if any or all of the Restricted Shares are forfeited hereunder at any time during the Restriction Period, the Corporation shall direct the Transfer Agent and Registrar of the Corporation's common stock to make appropriate entries upon the records showing the cancellation of the certificate or certificates for such Restricted Shares and to return the Restricted Shares to the Corporation. Such acceptance and stock power will be returned to the Participant upon the lapse of restrictions on all installments of Restricted Shares. Execution of the Businessacceptance and stock power by the Participant constitutes acceptance of the Restricted Shares upon the terms and conditions contained in this Agreement and acceptance of and agreement to the terms and conditions of this Agreement. (f) Determination as to whether an event has occurred resulting in the forfeiture of or lapse of restrictions on Restricted Shares, in accordance with this Agreement, shall be made by the Compensation and Organization Committee according to the terms of the 1991 Program and all determinations of the Committee shall be final and conclusive.

Restrictions. 7.1 The Companies, Each Berkshire Fund agrees that if it should resell or otherwise transfer the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion DateShares it will do so only: (a) they will not at any time hereafter make use of or disclose or divulge to any person other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or for the purposes of carrying on the Business of the CompanyPRG, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction affiliate thereof, or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaserspecified in Section 4.10 hereof; (b) they will not at to an accredited investor, including to another Berkshire Fund or any time hereafter in relation affiliate thereof, that, prior to any tradethe transfer, business or company use furnishes to PRG a namesigned letter containing representations and agreements relating to the restrictions on transfer of the Shares reasonably acceptable to PRG and, if PRG requests, an opinion of counsel reasonably acceptable to PRG to the effect that the transfer is being made pursuant to an exemption from, or internet domain name including in a transaction not subject to, the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name registration requirements of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the BusinessSecurities Act; (c) they will procure pursuant to another available exemption from registration provided under the Securities Act, if available, provided that their subsidiaries, holding company (where applicable) the representations and any other affiliated companies agreements and their employees will observe the restrictions contained opinion described in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiariesabove are delivered, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on if requested by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement)PRG; or (d) the carrying out of services pursuant to a registration statement which has been declared effective under the ESA (Securities Act and which continues to be effective at the time of such transfer. Each Berkshire Fund agrees that it will give each person to whom it transfers such Shares notice of any subsequent restrictions on transfer of such agreement); or (e) Shares, if then applicable. Each Berkshire Fund acknowledges that PRG will rely upon the Company truth and accuracy of the foregoing acknowledgements, representations, warranties and agreements and agrees that if any of the acknowledgements, representations, warranties and agreements deemed to have been made by it by its subsidiaries carrying on purchase of the BusinessShares are no longer accurate, it shall promptly notify PRG. Each Berkshire Fund acknowledges that none of PRG, the Sellers or any person representing PRG or the Sellers has made any representation to it with respect to PRG or the offering or sale of any Shares, other than the information contained in the Offering Documents, which Offering Documents have been delivered to it and upon which it is making its investment decision with respect to the Shares.

Restrictions. 7.1 The Companies, the Seller, Each such Selling Stockholder severally covenants and the Warrantor further severally undertake to the Purchaser agrees that after the Completion Date: (ai) they it will not at offer or sell any time hereafter make use Resale Securities under the Resale Registration Statement until it has acknowledged receipt of or disclose or divulge to any person other than to officers or employees copies of the Group and/or PACT Resale Prospectus as then amended or supplemented as contemplated by Section 3.1 and companies within notice from Raven that the PACT group companies whose province it is to know Resale Registration Statement and any post-effective amendments thereto have become effective; (ii) upon receipt of any notice from Raven contemplated by Section 3.1 or the same or for the purposes receipt of carrying on the Business a notice from Raven of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to happening of an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; (b) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated event as a separate obligation and shall be severally enforceable as such and in the event result of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: which (a) the direct Resale Registration Statement contains an untrue statement of a material fact or indirect holding of any securities listed on omits to state a recognized stock exchange where material fact necessary in order to make the total voting rights exercisable at general meetings of the company concerned as represented by such holding do statements therein not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or misleading or (b) the holding Resale Prospectus contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, the Selling Stockholders shall not offer or sell any Resale Securities pursuant to the Resale Registration Statement until the Selling Stockholders receive copies of a supplemented or amended Resale Prospectus and receive notice that any post-effective amendment has become effective, and, if so directed by Raven, each Selling Stockholder will deliver to Raven (at the expense of Raven) all copies in its possession, other than permanent file copies then in such Selling Stockholder's possession, of the Resale Prospectus as amended or supplemented at the time of receipt of such notice; (iii) the Selling Stockholders and any of its beneficial owners, officers, directors or affiliates, if any, will comply with the provisions of Regulation M promulgated by the CompaniesSEC as applicable to them in connection with sales of Resale Securities pursuant to the Resale Registration Statement; (iv) each Selling Stockholder and any of its beneficial owners, officers, directors or affiliates, if any, will comply with the Seller, and the Warrantor of any securities of any member prospectus delivery requirements of the GroupSecurities Act as applicable to them in connection with sales of Resale Securities pursuant to the Resale Registration Statement; or and (cv) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by each Selling Stockholder and any of its beneficial owners, officers, directors or affiliates, if any, will enter into such written agreements as Raven shall reasonably request to ensure compliance with clause (iv) and (v) above. Notwithstanding any provision in this Rights Agreement to the Companiescontrary, Raven shall have no obligation under or pursuant to Section 2 or Section 3 of this Rights Agreement with respect to any Selling Stockholder who violates the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the BusinessSection 3.2.

Restrictions. 7.1 The Companiesholder of this Option, the Sellerby acceptance hereof, represents and the Warrantor further severally undertake to the Purchaser that after the Completion Datewarrants as follows: (a) they will This Option and the right to purchase Common Stock hereunder is personal to the holder and shall not at any time hereafter make use of or disclose or divulge be transferred to any person other person, other than by will or the laws of descent and distribution or pursuant to officers a qualified domestic relations order as defined by the Code, or employees Title I of the Group and/or PACT Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or by the rules thereunder. The Option shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and companies within the PACT group companies whose province it is shall not be subject to know the same execution, attachment or for the purposes of carrying on the Business similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Company, Option or of any information relating rights granted hereunder contrary to the Companies provisions of this Section 7, or the subsidiaries other than levy of any information properly available to attachment or similar process upon the public Option or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation such right, shall be null and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;void. (b) they will The holder hereof has been advised and understands that the Option has been issued in reliance upon exemptions from registration under the Securities Act and applicable state statutes; the exercise of the Option and resale of the Option and the Common Stock have not at any time hereafter in relation to any tradebeen registered under the Securities Act or applicable state statutes and must be held and may not be sold, business or company use a nametransferred, or internet domain name including otherwise disposed of for value unless they are subsequently registered under the word Securities Act or symbolan exemption from such registration is available; except as set forth herein, the Corporation is under no obligation to register the Option or logo design Octavian and PacificNetthe Common Stock under the Securities Act or the applicable state statutes; in the absence of such registration, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name sale of the Company Option or the Common Stock may be practicably impossible; the Corporation's registrar and shall use all reasonable endeavors to procure that no such name shall be used by transfer agent will maintain stop-transfer instructions against registration or transfer of the Option and the Common Stock and any personcertificate issued upon exercise of the Option representing the Common Stock will bear on its face a legend in substantially the following form restricting the sale of the Common Stock: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name AS AMENDED (THE "OctavianSECURITIES ACT") AND ARE "RESTRICTED SECURITIES" for the purposes of carrying out the Business;WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT. (c) they will procure Prior to one year from the date the Option has been exercised and the Common Stock fully paid for, the Corporation may refuse to transfer the Common Stock unless the holder thereof provides an opinion of legal counsel reasonably satisfactory to the Corporation or a "no action" letter or interpretive response from the staff of the Securities and Exchange Commission to the effect that their subsidiariesthe transfer is proper; further, holding company (where applicable) unless such opinion letter or response states that the Common Stock are free of any restrictions under the Securities Act, the Corporation may refuse to transfer the Common Stock to any transferee who does not furnish in writing to the Corporation the same representations and agree to the same conditions with respect to such Common Stock as are set forth herein. Notwithstanding any other affiliated companies and their employees will observe of the restrictions contained in this Clause 7;foregoing, the Corporation may refuse to transfer the Common Stock if any circumstances are present reasonably indicating that the transferee's representations are not accurate. (d) they shall not do anything which is reasonably likely After one year but prior to prejudice two years from the goodwill of date the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China incentive Option has been exercised and the USA with Common Stock fully paid for, the Business Corporation may refuse to transfer the Common Stock unless the holder either (i) meets the requirements of the Company or its subsidiaries as carried on at the Completion Date; Subparagraph (b) solicit above; or entice or endeavor (ii) sells such Common Stock in accordance with Rule 144 and furnishes to solicit or entice away the Corporation written assurances of compliance therewith in the form of a copy of the Notice of Form 144 and appropriate letters of compliance from the Company holder of such Common Stock and the securities broker-dealer to or its subsidiaries, any employee, officer, manager or consultant through which such Common Stock are being sold. No opinion of counsel for the holder of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause Common Stock shall be treated as a separate obligation and shall be severally enforceable as such and required respecting sales in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts reliance on Rule 144 pursuant to Clause (ii) of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or Subparagraph (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or. (e) After two years from the Company date of the Option has been exercised and its subsidiaries carrying the Common Stock fully paid for, the Corporation shall, upon the written request of any persons who have held the Common Stock for one year (excluding any tolling period provided for by Rule 144) and who is not, and has not been during the preceding three months, an affiliate of the Corporation, re-issue to such holder in such names and denominations as the holder shall request, one or more certificates for the Common Stock without any restriction whatsoever on their further transfer and cancel any and all stop transfer instructions regarding such Common Stock on the Businessbooks and records of the Corporation.

Restrictions. 7.1 The CompaniesWithout Buyer's prior written approval, until the SellerClosing Date, Seller shall not, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: shall not cause or permit any Acquired Aether Entity to, (a) they will dispose of, Encumber, sell, convey, assign or otherwise transfer any of the Purchased Assets or any of the AAE Purchased Assets that are used in the Business, except for Inventory and supplies in the ordinary course of business consistent with past practice, (b) enter into any new, or amend any existing, severance Contract, deferred compensation or arrangements, plans or programs for the benefit of the Employees or future Employees of the Business or any of the Acquired Aether Entities or grant any such Persons an increase in employee compensation other than in the ordinary course of business or pursuant to a promotion consistent with past practice and except that this clause (b) shall not at any time hereafter make use of or disclose or divulge be applicable to any person other than Person who elects not to officers or employees of become a Transferred Employee, (c) incur any capital expenditures for the Group and/or PACT and companies within the PACT group companies whose province it is to know the same Business or for the purposes benefit of carrying on the Business any of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; (b) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNetAcquired Aether Entities, or any similar word and symbol obligations or Liabilities in such a way as to be capable respect thereof, except for those incurred in the ordinary course of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any personBusiness, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill pay Liabilities of the Companies Business other than in the ordinary course of business consistent with past practice, (e) delay or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without postpone the prior written consent payment of Accounts Payable or other Liabilities of the PurchaserBusiness other than in the ordinary course of business consistent with past practice, for a period of 3 years after Completion: (af) carry on or be engaged or interested directly or indirectly incur any Liability (other than Liabilities incurred in any business which shall be in competition within Greater China and the USA with the Business ordinary course of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiariesBusiness, any employeeconsistent with past practice, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was which in the previous 12 monthsaggregate will not be material to the Business), a customer(g) waive, supplier release or client cancel any Claims against third parties or debts owing to Seller or any Acquired Aether Entity, (h) authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of the Company options, warrants, convertible or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event exchangeable securities, commitments, subscriptions, rights to purchase or otherwise) any shares of any obligation Acquired Aether Entities' capital stock or obligations being any other securities or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by amend any of the Companies, the Seller, and the Warrantor terms of any such securities; (i) terminate, modify, amend, waive or otherwise alter or change any of the terms or provisions of this Agreement)any Material Contract or create any default under the terms of any Material Contract; or and (dj) the carrying out of services pursuant to the ESA (and enter into any subsequent such agreement); or (e) the Company and its subsidiaries carrying Contract which if in existence on the Businessdate hereof would have constituted a Material Contract or a Real Property Lease.

Restrictions. 7.1 The Companies, the SellerThis Option, and the Warrantor further severally undertake Option Shares or any other security issuable upon exercise of this Option may not be assigned, transferred, sold, or otherwise disposed of unless (i) there is in effect a registration statement under the Securities Act of 1933, as amended (the “Act”) covering such sale, transfer, or other disposition or (ii) the Holder furnishes to the Purchaser that after the Completion Date: (a) they will not at any time hereafter make use Company an opinion of or disclose or divulge counsel, reasonably acceptable to any person other than to officers or employees of the Group and/or PACT and companies within the PACT group companies whose province it is to know the same or counsel for the purposes of carrying on the Business of the Company, any information relating to the Companies effect that the proposed sale, transfer, or other disposition may be effected without registration under the subsidiaries Act, as well as such other than any information properly available documentation incident to such sale, transfer, or other disposition as the public or disclosed or divulged pursuant Company’s counsel shall reasonably request. Any Option Shares issued upon the exercise of this Option shall bear substantially the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AND WITH RESPECT TO THE SHARES OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT THAT IS THEN APPLICABLE TO THE SHARES, AS TO WHICH A PRIOR OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER OR TRANSFER AGENT MAY BE REQUIRED.” The Company shall register this Option, upon records to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise be maintained by the Purchaser; Company or on behalf of the Company for that purpose (b) they will not at any time hereafter the “Option Register”), in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the record Holder hereof from time to time. The Company may deem and shall use treat the registered Holder of this Option as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all reasonable endeavors other purposes, absent actual written notice to procure that no such name shall be used by any personthe contrary from the Holder. Upon thirty (30) days’ prior written notice to the Holder, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled may appoint an Option agent (the “Option Agent”) to use maintain the name "Octavian" Option Register. Either the transfer agent for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7; (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to a third party may be dealt with, canvassed, solicited or approached for business in competition with the Business carried on appointed by the Company or its subsidiaries as the Option Agent, at Completion, any person who is or was in the previous 12 months, a customer, supplier or client Company’s sole discretion. The Company shall remain responsible for the contents of the Company or its subsidiariesOption Register, notwithstanding the appointment of an Option Agent. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.

Restrictions. 7.1 The CompaniesNotwithstanding the sale of the Intellectual Property to ------------ IYI, both IYI and YSI understand and agree that the Sellerownership rights in and to the Intellectual Property transferred to IYI by this Agreement shall be subject at all times to, and limited by the Warrantor further severally undertake to the Purchaser that after the Completion Datefollowing restrictions: (a) they will All rights of IYI in and to the Intellectual Property (and all improvements, and enhancements thereto) shall terminate, and revert back to YSI, immediately upon the occurrence of any of the following events: (i) a voluntary or involuntary petition or action under Title 11 of the United States Code is filed by or against IYI, provided that so long as IYI retains control of all of its assets and there is no intent by any party to sell any of the Intellectual Property, the reversion right shall not apply, or (ii) IYI makes a general assignment for the benefit of its creditors. Accordingly, from and after the occurrence of any of the events listed in this paragraph 4(a), IYI shall have no further rights in or to, including the right to use, the Intellectual Property (or the improvements or enhancements thereto), but all rights in and to the Intellectual Property (and all improvements and enhancements thereto) shall thereafter be the rights of YSI. (b) IYI agrees to hold the Intellectual Property in confidence and to protect the value of the Intellectual Property in any way reasonably necessary in order to sustain such value. (c) It is understood and agreed by the parties that any products and services created by IYI in the course of its business are the exclusive property of IYI, and IYI may sell, convey, give, donate or otherwise transfer or disclose or license or grant any other permission to use such products and services at any time to any person or entity, regardless of whether or not such person directly or indirectly competes with YSI, and regardless of whether such products contain or are based upon any part of the Intellectual Property. It is further understood and agreed by the parties that IYI may create intellectual property in the same field or on the same topic as the Intellectual Property, and IYI may sell, convey, give, donate or otherwise transfer or disclose or license or grant any other permission to use such intellectual property at any time to any person or entity, regardless of whether or not such person directly or indirectly competes with YSI. Notwithstanding the foregoing, without the written consent of YSI, IYI shall not at any time hereafter make use of sell, convey, give, donate or otherwise transfer or disclose the Intellectual Property, or divulge any portion thereof, or any enhancements or modifications thereto, or any rights associated therewith, including any license or other permission to use the Intellectual Property or any portion thereof, to any person or entity (including without limitation any subcontractor of IYI) other than to officers or employees (i) a disclosure of the Group and/or PACT Intellectual Property to any employee or other agent, including any subcontractor, of IYI to whom such disclosure is necessary in connection with the business of IYI permitted by this Agreement, (ii) any transfer or disclosure to YSI or any subsidiary of YSI, or (iii) any transfer to any party in connection with the sale by IYI of its business as a whole, if and companies within only if, the PACT group companies whose province it is purchaser thereof purchases the Intellectual Property, or portion thereof, subject to know the same or for the purposes of carrying on the Business all of the Company, any information relating to the Companies or the subsidiaries other than any information properly available to the public or disclosed or divulged pursuant to an order terms and conditions of a court of competent jurisdiction or as required pursuant to any applicable law or regulation this Agreement and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser; (b) they will not at any time hereafter in relation to any trade, business or company use a name, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business; (c) they will procure that their subsidiaries, holding company (where applicable) and any other affiliated companies and their employees will observe the restrictions contained in this Clause 7;License Agreement. (d) they shall not do anything which is reasonably likely to prejudice the goodwill of the Companies or their subsidiaries. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in In the event that IYI attempts to make a sale, conveyance, gift, donation, lease, license or other transfer or disclosure in violation of paragraph 4(c), all rights of IYI in and to the Intellectual Property (including any improvements or enhancements thereto) shall immediately terminate and revert back to YSI, and IYI shall have no further rights in or to, including the right to use, the Intellectual Property (or the improvements or enhancements thereto), but all rights in and to the Intellectual Property (and all improvements and enhancements thereto) shall thereafter be the rights of YSI; provided, however, that upon discovery of any such restriction violation, YSI shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings promptly notify IYI of the company concerned as represented violation or alleged violation, and IYI shall have the opportunity to cure such violation by (i) canceling any agreement to sell, convey, gift, donate, lease, license or other transfer or disclosure; (ii) obtaining the complete recovery of all Intellectual Property so transferred or disclosed; and (iii) obtaining an agreement, enforceable by YSI, from the party to whom transferred or disclosed, not to use or disclose such holding do not exceed 10 per cent of the total voting rights attaching Intellectual Property, all to the securities reasonable satisfaction of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the BusinessYSI.

Restrictions. 7.1 The Companies, the Seller, and the Warrantor further severally undertake to the Purchaser that after the Completion Date: (a) they will The Shares may only be disposed of in compliance with state and federal securities laws. The Purchaser agrees that the Shares may not at any time hereafter make use of be sold or disclose or divulge to any person transferred, other than pursuant to officers or employees an effective registration statement, unless the Company is furnished with an opinion of the Group and/or PACT and companies within the PACT group companies whose province it is counsel reasonably acceptable to know the same or for the purposes of carrying on the Business of the Company, any information relating the form and substance of which opinion shall be reasonably satisfactory to the Companies Company, stating that such sale or transfer is exempt from the subsidiaries other than any information properly available to registration requirements of the public or disclosed or divulged pursuant to an order of a court of competent jurisdiction or as required pursuant to any applicable law or regulation and the Seller and the Holding Company undertake further that they shall not use any advantages derivable from such confidential information for their business or affairs unless agreed otherwise by the Purchaser;Securities Act. (b) they will not at The Purchaser understands that any time hereafter certificates representing the Shares shall bear a legend substantially in relation to any tradethe following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, business or company use a nameAS AMENDED. SUCH SECURITIES MAY NOT BE SOLD, or internet domain name including the word or symbol, or logo design Octavian and PacificNet, or any similar word and symbol in such a way as to be capable of or likely to be confused with the name of the Company and shall use all reasonable endeavors to procure that no such name shall be used by any person, firm or company with which it is/they are connected provided that the Company and its subsidiaries shall be entitled to use the name "Octavian" for the purposes of carrying out the Business;PLEDGED OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. (c) they will procure The foregoing legend shall be removed from the certificate evidencing the Shares and the Company shall, or shall cause the Transfer Agent to, issue, no later than five Business Days after receipt of a request from the Purchaser, a certificate or certificates evidencing all or a portion of the Shares, as requested by the Purchaser, without such legend if: (i) such Shares have been resold under an effective registration statement under the Securities Act, (ii) such Shares have been transferred in compliance with Rule 144, (iii) all of such Shares are eligible for resale pursuant to Rule 144 under the Securities Act without restriction, or (iv) the Purchaser shall have provided the Company with an opinion of counsel reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, stating that their subsidiaries, holding company (where applicable) such Shares may lawfully be transferred without registration under the Securities Act and any other affiliated companies that the foregoing legend may be removed following such transfer. The restrictions on transfer and their employees will observe the restrictions sale of Shares contained in this Clause 7; (d) they Section 4.1 shall not do anything terminate with respect to any Shares for which is reasonably likely to prejudice the goodwill of the Companies or their subsidiariesa certificate has been issued without such legend. 7.2 The Holding Company undertakes that it will not, without the prior written consent of the Purchaser, for a period of 3 years after Completion: (a) carry on or be engaged or interested directly or indirectly in any business which shall be in competition within Greater China and the USA with the Business of the Company or its subsidiaries as carried on at the Completion Date; (b) solicit or entice or endeavor to solicit or entice away from the Company or its subsidiaries, any employee, officer, manager or consultant of the Company or its subsidiaries; or (c) deal with, canvass, solicit or approach or cause to be dealt with, canvassed, solicited or approached for business in competition with the Business carried on by the Company or its subsidiaries at Completion, any person who is or was in the previous 12 months, a customer, supplier or client of the Company or its subsidiaries. 7.3 Each and every obligation under this clause shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts as are unenforceable shall be deleted from this clause and any such deletion shall not affect the enforceability of all such parts of this clause as remain not so deleted. 7.4 The restrictions contained in this clause 7 are considered reasonable by the parties but in the event that any such restriction shall be found to be void but would be valid if some part thereof were deleted or the area of operation or the period of application reduced such restriction shall apply with such modification as may be necessary to make it valid and effective. 7.5 Nothing in this Clause 7 shall apply to: (a) the direct or indirect holding of any securities listed on a recognized stock exchange where the total voting rights exercisable at general meetings of the company concerned as represented by such holding do not exceed 10 per cent of the total voting rights attaching to the securities of the same class as that held by the Companies, the Seller, and the Warrantor; or (b) the holding by the Companies, the Seller, and the Warrantor of any securities of any member of the Group; or (c) the use or disclosure of any information which can be shown by Seller to be in the public domain (otherwise than in consequence of any breach by any of the Companies, the Seller, and the Warrantor of any provisions of this Agreement); or (d) the carrying out of services pursuant to the ESA (and any subsequent such agreement); or (e) the Company and its subsidiaries carrying on the Business.