1007-00006 · Vantage Mobility Systems Corp · Transaction Documents

non-competition-agreement-form.docx DOCUMENT M&A / Corporate

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NON-COMPETITION AND NON-SOLICITATION AGREEMENT

Form of Non-Competition and Non-Solicitation Agreement

This is a blank form/template agreement. The final executed version will be completed separately for each Restricted Party identified below. This form is attached as Exhibit [] to the Stock Purchase Agreement dated as of [__], 2025, by and among Vantage Mobility Systems Corp., PulseLink Telematics, Inc., and the Selling Stockholders party thereto.

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

This Non-Competition and Non-Solicitation Agreement (this "Agreement") is made and entered into as of [___], 2025 (the "Effective Date"),

by and between:

[Insert Name of Restricted Party] (the "Restricted Party"),

[Instructional Note: Insert individual name and address, or entity name, jurisdiction of organization, and principal office address, as applicable. For an individual, include full legal name, residential or business address, city, state, and zip code. For an entity, include full legal entity name, type of entity, jurisdiction of organization, and principal office address.*]

and

Vantage Mobility Systems Corp., a Delaware corporation, with its principal office located at 4800 Innovation Drive, Auburn Hills, MI 48326 ("Buyer").

The Restricted Party and Buyer are each referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Restricted Party is a stockholder of PulseLink Telematics, Inc., a Delaware corporation (the "Company"), with its principal office located at [Insert Company Address], and as of the date hereof, the Restricted Party holds [_] shares of common stock, par value $0.001 per share, of the Company (the "**Common Stock**"), representing approximately [__]% of the [_] shares of Common Stock issued and outstanding as of the date hereof;

[Guidance Note: This form is to be completed and executed separately for each Selling Stockholder holding five percent (5%) or more of the outstanding Common Stock of the Company immediately prior to the closing of the Transaction. Anticipated signatories include each such Selling Stockholder, whether an individual (e.g., a founder, officer, or director of the Company) or an entity (e.g., a venture capital fund, private equity fund, family office vehicle, or other institutional investor). Insert the name, shareholding (number of shares), and percentage ownership for each Restricted Party in the applicable signature version of this Agreement.]

WHEREAS, pursuant to that certain Stock Purchase Agreement, dated as of [___], 2025 (the "**Purchase Agreement**"), by and among Buyer, the Company, the Restricted Party, and the other Selling Stockholders party thereto, Buyer is acquiring one hundred percent (100%) of the issued and outstanding shares of Common Stock of the Company for an aggregate purchase price of $[__], subject to the adjustments and other terms and conditions set forth therein (the "Transaction");

WHEREAS, the Restricted Party acknowledges and agrees that, by virtue of the Restricted Party's ownership interest in the Company and the Restricted Party's position, role, and involvement with the Company and its business operations, the Restricted Party has had access to and is familiar with the Company's confidential and proprietary information, trade secrets, customer and supplier relationships, business methods, technical know-how, product development strategies, pricing structures, and goodwill, and that the restrictive covenants contained in this Agreement are a material inducement to Buyer's willingness to consummate the Transaction and to pay the purchase price set forth in the Purchase Agreement;

WHEREAS, the execution and delivery of this Agreement by the Restricted Party is a condition precedent to the obligation of Buyer to consummate the closing of the Transaction under Article VII of the Purchase Agreement, and the Restricted Party acknowledges that the Restricted Party will receive substantial direct and/or indirect economic benefits from the consummation of the Transaction, including, without limitation, the receipt of the Restricted Party's pro rata share of the aggregate purchase price payable to the Selling Stockholders under the Purchase Agreement;

WHEREAS, [if the Restricted Party is an entity (e.g., a limited partnership, limited liability company, or corporation), include the following:] the Restricted Party is an entity, and the Restricted Party acknowledges and agrees that the covenants and obligations set forth in this Agreement shall bind not only the Restricted Party but also the Restricted Party's Affiliates, partners, members, managers, officers, directors, and all Persons controlled by or under common control with the Restricted Party, and the Restricted Party shall cause all such Persons to comply with the terms and conditions of this Agreement as if each such Person were a direct signatory hereto; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the premises set forth above, the closing of the Transaction, the consideration received and to be received by the Restricted Party under and pursuant to the Purchase Agreement (including the Restricted Party's pro rata share of the purchase price), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties hereby agree as follows:

ARTICLE I — DEFINITIONS

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

"Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, a Person shall be deemed to control another Person if the first Person possesses, directly or indirectly, the power to vote or direct the voting of more than fifty percent (50%) of the outstanding voting securities of such other Person.

"Business" means the design, development, manufacture, assembly, sale, distribution, marketing, licensing, installation, integration, support, maintenance, or servicing of any of the following: (a) embedded telematics hardware, including telematics control units (TCUs), on-board diagnostic (OBD) devices, and related electronic modules for automotive, fleet, commercial vehicle, and connected-vehicle applications; (b) fleet-intelligence analytics software, including software-as-a-service (SaaS) platforms, cloud-based applications, and on-premise solutions for fleet management, vehicle tracking, vehicle data analytics, predictive maintenance, driver behavior monitoring, fuel management, and connected-vehicle data processing; and/or (c) vehicle-to-everything (V2X) data bridge modules, dedicated short-range communication (DSRC) units, cellular vehicle-to-everything (C-V2X) modules, and related connectivity products, protocols, and platforms used for vehicle-to-vehicle (V2V), vehicle-to-infrastructure (V2I), and vehicle-to-network (V2N) communications.

"Buyer Group" means, collectively, Buyer and all of Buyer's Affiliates, including the Company and each of its direct and indirect subsidiaries following the consummation of the Transaction on the Closing Date, and any successor to all or substantially all of the business or assets of Buyer, the Company, or any such subsidiary.

"Closing Date" means the date of the closing of the Transaction, as defined in and determined pursuant to the Purchase Agreement.

"Company" means PulseLink Telematics, Inc., a Delaware corporation.

"Confidential Information" means all non-public, proprietary, or confidential information and data, in whatever form or medium (whether written, oral, electronic, or visual), relating to the Company, its subsidiaries, and/or the Business, that has been disclosed to, obtained by, developed by, or is otherwise known to the Restricted Party, including, without limitation: (a) trade secrets and intellectual property, including inventions, patents, patent applications, copyrights, trademarks, trade names, domain names, know-how, and proprietary methodologies; (b) customer lists, customer contact information, customer purchasing histories, customer preferences, and other customer-related data; (c) supplier and vendor lists, supplier terms, and procurement information; (d) pricing, pricing strategies, cost structures, discount schedules, and margin information; (e) technical data, product designs, product specifications, product roadmaps, engineering drawings, schematics, algorithms, and software source code; (f) financial information, including revenues, expenses, budgets, projections, forecasts, and financial models; (g) business plans, strategic plans, marketing plans, expansion plans, and competitive analyses; (h) employee and personnel data, compensation information, and organizational charts; (i) information regarding pending or threatened litigation, regulatory matters, or governmental investigations; and (j) any other information that the Company or any member of the Buyer Group has taken reasonable steps to maintain as confidential or proprietary.

"Customer" means any Person who (a) is or was a customer, client, account, or counterparty of the Company or any member of the Buyer Group at any time during the two (2)-year period immediately preceding the Effective Date, (b) is a customer, client, account, or counterparty of the Company or any member of the Buyer Group as of the Effective Date, or (c) was the subject of active negotiations, proposals, bids, or solicitations by the Company or any member of the Buyer Group as of the Effective Date or at any time during the six (6)-month period immediately preceding the Effective Date.

"Person" means any individual, corporation, partnership, limited partnership, limited liability company, joint venture, association, trust, estate, unincorporated organization, governmental authority, regulatory body, or other entity of any kind or nature.

"Purchase Agreement" means that certain Stock Purchase Agreement, dated as of [___], 2025, by and among Buyer, the Company, the Restricted Party, and the other Selling Stockholders party thereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

"Restricted Party" means [Insert full legal name of the signing stockholder].

"Restricted Period" means the period commencing on the Closing Date and ending on the second (2nd) anniversary of the Closing Date; provided, however, that the Restricted Period shall be extended as set forth in Section 7.3 hereof in the event of a breach by the Restricted Party of any restrictive covenant contained in this Agreement.

"Restricted Territory" means (a) the United States of America (including all fifty states and the District of Columbia), (b) Canada, (c) Mexico, and (d) any other country, territory, or jurisdiction in which the Company or any member of the Buyer Group (i) conducts business, (ii) markets, sells, distributes, or licenses products or services, (iii) maintains active customer relationships, supplier relationships, or distribution channels, or (iv) has made material expenditures or investments in furtherance of business development, in each case as of the Closing Date.

"Service Provider" means any Person who is or was an employee, officer, director, independent contractor, consultant, agent, or other service provider of the Company or any member of the Buyer Group at any time during the twelve (12)-month period immediately preceding the Effective Date or who is an employee, officer, director, independent contractor, consultant, agent, or other service provider of the Company or any member of the Buyer Group as of the Effective Date.

Section 1.2 — Interpretation. Unless the context of this Agreement otherwise requires: (a) capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement; (b) the headings of the Articles and Sections of this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement; (c) the word "including" (and words of similar import, such as "include" and "includes") shall mean "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (d) words expressed in the singular number shall include the plural and vice versa, and words expressed in the masculine shall include the feminine and neuter gender and vice versa; (e) the words "herein," "hereof," "hereunder," "hereby," and "hereto," and words of similar import, refer to this Agreement as a whole and not to any particular Section, Article, or other subdivision; (f) references to any Article, Section, Schedule, or Exhibit are to Articles, Sections, Schedules, and Exhibits of and to this Agreement unless otherwise specified; (g) references to any agreement, document, or instrument mean such agreement, document, or instrument as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms; (h) references to any law, statute, rule, or regulation include any amendment, modification, codification, replacement, or re-enactment thereof; and (i) the terms "dollars" and "$" mean United States dollars.

ARTICLE II — NON-COMPETITION COVENANT

Section 2.1 — Non-Competition. During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether alone or in conjunction with any other Person, and whether as principal, agent, partner, member, stockholder, equity holder, owner, investor, joint venturer, officer, director, manager, employee, consultant, advisor, independent contractor, representative, financier, lender, or in any other capacity whatsoever:

(a) engage in, carry on, manage, operate, control, or participate in the ownership, management, operation, or control of any business, venture, or enterprise that competes with the Business within the Restricted Territory;

(b) establish, organize, acquire, invest in, fund, or finance any business, venture, or enterprise that competes with the Business within the Restricted Territory, or that is engaged in the development, manufacture, marketing, sale, distribution, or licensing of products or services that are competitive with or substantially similar to the products or services offered by the Company or any member of the Buyer Group as of the Closing Date;

(c) serve as an officer, director, manager, employee, consultant, advisor, agent, representative, or independent contractor of, or provide any services to, any Person that competes with the Business within the Restricted Territory, or that is engaged in any activity that would constitute the Business if conducted by the Restricted Party;

(d) lend or contribute the Restricted Party's name, reputation, expertise, or knowledge to, or permit the Restricted Party's name, reputation, expertise, or knowledge to be used by, any Person that competes with the Business within the Restricted Territory; or

(e) assist, encourage, facilitate, support, or enable any Person in undertaking any of the activities described in clauses (a) through (d) above, including by providing financial support, strategic advice, introductions to customers, suppliers, or business partners, or access to Confidential Information.

The non-competition covenant set forth in this Section 2.1 shall be in effect for a period of two (2) years following the Closing Date, subject to extension as provided in Section 7.3 hereof.

Section 2.2 — Permitted Activities; Exceptions. Notwithstanding the foregoing restrictions set forth in Section 2.1, nothing in this Article II shall be deemed to prohibit or restrict the Restricted Party from:

(a) Passive Investment Carve-Out. Owning, directly or indirectly, solely as a passive investment, securities of any Person that are listed on a national securities exchange (including the New York Stock Exchange and the Nasdaq Stock Market) or regularly traded in the over-the-counter market, provided that the Restricted Party does not, directly or indirectly, own five percent (5%) or more of any class or series of equity securities of such Person, and provided further that the Restricted Party does not participate in or exercise any control over the management, operations, or business strategy of such Person. For the avoidance of doubt, passive ownership of less than five percent (5%) of any class or series of equity securities of a publicly traded Person shall not, by itself, be deemed to violate the provisions of Section 2.1, regardless of whether such Person competes with the Business within the Restricted Territory.

(b) Pre-Existing Investments. Holding, maintaining, and receiving the economic benefits (including distributions, dividends, and returns of capital) of any investments existing as of the Effective Date and specifically disclosed on Schedule A attached hereto, provided that the Restricted Party does not (i) expand, increase, or add to any such investment (whether through additional capital contributions, acquisitions of additional equity interests, extensions of credit, or otherwise) during the Restricted Period, (ii) assume any active management, operational, or advisory role with respect to the entity in which such investment is held during the Restricted Period that the Restricted Party did not hold prior to the Effective Date, or (iii) use any Confidential Information in connection with any such investment.

(c) Buyer Group Activities. Serving in any capacity with, for, or on behalf of any member of the Buyer Group, including serving as an employee, officer, director, consultant, or advisor of the Company or any member of the Buyer Group, and performing any and all duties associated with such service.

(d) Other Permitted Activities. [Insert placeholder for any additional negotiated carve-outs, if applicable. Examples may include: charitable, educational, or civic activities that are not competitive with the Business; service on the board of directors of non-competitive entities; or other specific activities agreed to by the Parties. If no additional carve-outs are negotiated, this clause (d) may be deleted from the final executed version of this Agreement.]

ARTICLE III — NON-SOLICITATION OF EMPLOYEES AND SERVICE PROVIDERS

Section 3.1 — Employee/Service Provider Non-Solicitation. During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether alone or in conjunction with any other Person, and whether on the Restricted Party's own behalf or on behalf of any other Person:

(a) solicit, recruit, hire, engage, retain, or attempt to solicit, recruit, hire, engage, or retain any Service Provider to leave the employ, service, or engagement of the Company or any member of the Buyer Group, or to accept employment, service, or engagement with any other Person;

(b) induce, encourage, entice, persuade, or attempt to induce, encourage, entice, or persuade any Service Provider to terminate, breach, or otherwise modify any employment, consulting, independent contractor, or other service relationship with the Company or any member of the Buyer Group; or

(c) hire, engage, or retain, or enter into any business arrangement or relationship with, any Person who was a Service Provider at any time during the twelve (12)-month period immediately preceding the date of such hiring, engagement, or arrangement, whether as an employee, independent contractor, consultant, agent, partner, or in any other capacity, for the purpose of performing services that are the same as or similar to those performed by such Person for the Company or any member of the Buyer Group.

Section 3.2 — Exceptions to Employee/Service Provider Non-Solicitation. Notwithstanding the foregoing restrictions set forth in Section 3.1, nothing in this Article III shall be deemed to prohibit the Restricted Party from:

(a) placing or causing to be placed general solicitations of employment or independent contractor services in newspapers, trade journals, professional publications, job boards, the internet, social media platforms, or other media of general circulation that are not specifically directed at or targeted toward any Service Provider or any group of Service Providers, provided that this exception shall not apply if the Restricted Party has actual knowledge that a particular Service Provider is likely to respond to such general solicitation;

(b) responding to unsolicited inquiries for employment or engagement received from any Service Provider, provided that the Restricted Party did not, directly or indirectly, encourage, facilitate, or initiate such inquiry or otherwise take any action designed to prompt such inquiry; or

(c) [Insert placeholder for additional negotiated exceptions, if any. If no additional exceptions are negotiated, this clause (c) may be deleted from the final executed version of this Agreement.]

ARTICLE IV — NON-SOLICITATION OF CUSTOMERS

Section 4.1 — Customer Non-Solicitation. During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether alone or in conjunction with any other Person, and whether on the Restricted Party's own behalf or on behalf of any other Person:

(a) solicit, induce, encourage, or attempt to solicit, induce, or encourage any Customer to cease doing business with, reduce the volume or amount of business conducted with, or otherwise terminate, limit, or adversely modify its commercial relationship with the Company or any member of the Buyer Group;

(b) solicit, divert, take away, or appropriate, or attempt to solicit, divert, take away, or appropriate, the business, revenues, or patronage of any Customer for the purpose of providing products or services that are competitive with or substantially similar to the products or services offered by the Company or any member of the Buyer Group as part of the Business; or

(c) interfere with, disrupt, damage, or attempt to interfere with, disrupt, or damage any existing or prospective business relationship, contract, or arrangement between the Company or any member of the Buyer Group, on the one hand, and any Customer, supplier, vendor, distributor, licensee, licensor, or other business partner, on the other hand.

For the avoidance of doubt, the restrictions set forth in this Section 4.1 shall apply regardless of whether the Customer initiates contact with the Restricted Party or whether the Restricted Party had a pre-existing personal or business relationship with such Customer prior to the Customer's relationship with the Company.

ARTICLE V — CONFIDENTIALITY

Section 5.1 — Confidentiality Obligations. The Restricted Party acknowledges and agrees that the Confidential Information constitutes valuable and proprietary assets of the Company and the Buyer Group, the development and protection of which have required significant expenditures of time, effort, and resources. The Restricted Party shall not, at any time during or after the Restricted Period (and such obligations shall survive the expiration or termination of this Agreement indefinitely with respect to trade secrets, and for a period of five (5) years following the expiration of the Restricted Period with respect to all other Confidential Information), directly or indirectly:

(a) disclose, reveal, divulge, furnish, publish, make accessible, or communicate any Confidential Information to any Person who is not authorized by the Buyer Group to receive such information;

(b) use, exploit, or otherwise make use of any Confidential Information for any purpose other than (i) as required in the faithful performance of the Restricted Party's duties, if any, to or on behalf of the Buyer Group, or (ii) as expressly authorized in writing by an authorized officer of Buyer; or

(c) remove, copy, reproduce, or retain any documents, records, notebooks, files, data, electronic media, or other materials containing or reflecting Confidential Information from the premises of the Company or any member of the Buyer Group, except as required in the performance of the Restricted Party's duties to the Buyer Group and in accordance with the policies and procedures established by the Buyer Group.

Upon the expiration of the Restricted Period or upon the earlier request of Buyer, the Restricted Party shall promptly return to Buyer or destroy (and certify such destruction in writing) all documents, records, files, data, electronic media, and other materials in the Restricted Party's possession, custody, or control that contain or reflect any Confidential Information, without retaining any copies, summaries, extracts, or derivatives thereof.

Section 5.2 — Exceptions. The obligations set forth in Section 5.1 shall not apply to any information that:

(a) is or becomes generally known to and available for use by the public other than as a result of the Restricted Party's breach of this Agreement or any other duty of confidentiality owed by the Restricted Party to the Company or any member of the Buyer Group;

(b) is required to be disclosed by applicable law, rule, regulation, judicial or administrative order, subpoena, civil investigative demand, or other compulsory legal process, provided that the Restricted Party shall (i) provide Buyer with prompt written notice of such requirement (to the extent legally permissible) so that Buyer may seek a protective order or other appropriate remedy at Buyer's expense, (ii) cooperate with Buyer, at Buyer's expense, in seeking such protective order or other remedy, and (iii) disclose only that portion of the Confidential Information that the Restricted Party is legally compelled to disclose, and shall use commercially reasonable efforts to obtain assurances that any such disclosed information will be accorded confidential treatment; or

(c) is independently developed by the Restricted Party after the Effective Date without the use of, reference to, or reliance upon any Confidential Information, as demonstrated by the Restricted Party's contemporaneous written records.

Section 5.3 — Defend Trade Secrets Act Notice. Pursuant to 18 U.S.C. § 1833(b), the Restricted Party is hereby notified that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (x) files any document containing the trade secret under seal and (y) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement is intended to conflict with or undermine 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such provision.

ARTICLE VI — NON-DISPARAGEMENT

Section 6.1 — Non-Disparagement. During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether in writing, orally, electronically, through social media, or by any other means or medium of communication, make, publish, issue, or cause to be made, published, or issued any disparaging, defamatory, derogatory, or negative statements, comments, or remarks regarding (a) the Company, (b) any member of the Buyer Group, or (c) any of their respective past or present officers, directors, managers, employees, agents, representatives, products, services, business practices, operations, financial condition, or prospects. The foregoing restriction shall apply to communications of any kind, including communications with the press, media, analysts, investors, customers, suppliers, employees, and the general public.

Notwithstanding the foregoing, nothing in this Section 6.1 shall prohibit or restrict the Restricted Party from:

(a) making truthful statements in response to legal process, subpoena, or governmental or regulatory inquiry, investigation, or proceeding, including testimony under oath;

(b) making truthful statements in the ordinary course of performing duties for or on behalf of the Buyer Group, in each case as authorized or directed by an authorized officer of Buyer;

(c) making statements that are protected by applicable law, including statements made in connection with the filing or prosecution of a charge, complaint, or report with any governmental agency or regulatory body; or

(d) communicating with the Restricted Party's personal legal, financial, or tax advisors, provided that such advisors are bound by professional duties of confidentiality.

ARTICLE VII — REMEDIES

Section 7.1 — Acknowledgments. The Restricted Party expressly acknowledges and agrees that:

(a) the restrictive covenants set forth in this Agreement, including the non-competition, non-solicitation, confidentiality, and non-disparagement covenants contained in Articles II through VI, are reasonable and necessary in scope, duration, and geographic extent and are required to protect the legitimate business interests and goodwill of the Buyer Group, including the goodwill of the Company acquired by Buyer through the Transaction, and the substantial investment made by Buyer in connection with the Transaction;

(b) the Restricted Party has received, and will receive, adequate and valuable consideration for entering into this Agreement, including the Restricted Party's pro rata share of the aggregate purchase price payable under the Purchase Agreement, and the indirect economic benefits accruing to the Restricted Party as a result of the consummation of the Transaction;

(c) the Restricted Party's experience, knowledge, skills, and capabilities are such that the enforcement of the restrictive covenants herein will not impose an undue hardship on the Restricted Party and will not prevent the Restricted Party from earning a livelihood;

(d) a breach or threatened breach of any restrictive covenant set forth in this Agreement would cause irreparable injury and harm to the Buyer Group that could not be adequately compensated by an award of monetary damages alone; and

(e) the Restricted Party has had the opportunity to consult with independent legal counsel regarding the terms and conditions of this Agreement and the enforceability of the restrictive covenants contained herein, and the Restricted Party has entered into this Agreement voluntarily and with full knowledge of its terms.

Section 7.2 — Injunctive Relief. In the event of a breach or threatened breach by the Restricted Party of any provision of this Agreement, Buyer and each member of the Buyer Group shall be entitled to seek and obtain, from any court of competent jurisdiction, temporary restraining orders, preliminary injunctions, permanent injunctions, specific performance, and any other equitable relief as may be necessary or appropriate to restrain, prevent, or remedy any such breach or threatened breach, without the necessity of proving actual damages, without the obligation to post any bond or other security (or, if a bond or security is required by applicable law, the Restricted Party agrees that a nominal bond or the minimum amount required by law shall be sufficient), and without any requirement to exhaust administrative remedies or pursue alternative dispute resolution. The right to seek and obtain such equitable remedies shall be in addition to, and not in lieu of, any other rights and remedies available to Buyer and the Buyer Group at law or in equity, including the right to recover monetary damages, lost profits, and attorneys' fees and costs incurred in connection with the enforcement of this Agreement.

Section 7.3 — Extension of Restricted Period. If the Restricted Party violates any restrictive covenant set forth in Article II, Article III, or Article IV of this Agreement, the Restricted Period applicable to such covenant shall be automatically tolled and extended by a period of time equal to the duration of such violation, commencing on the date on which such violation first occurred and ending on the date on which such violation has been fully cured or permanently enjoined, so that Buyer and the Buyer Group shall receive the full benefit of the agreed-upon restricted period. The extension of the Restricted Period pursuant to this Section 7.3 shall be in addition to, and not in lieu of, any other remedies available to Buyer and the Buyer Group under this Agreement or at law or in equity.

Section 7.4 — Judicial Modification. If any court of competent jurisdiction determines that any restrictive covenant set forth in this Agreement is unenforceable by reason of its extending for too long a period of time, over too great a geographic area, or being too broad in the scope of the activity restricted, the Parties expressly agree that such court shall have the power and authority (and is hereby requested by the Parties) to reform, modify, and reduce the duration, geographic scope, or scope of activity of such covenant to the maximum extent that such court determines to be reasonable and enforceable, and to enforce the covenant as so reformed, modified, or reduced. The Restricted Party expressly agrees not to challenge or contest the enforceability of this Agreement or any provision hereof in any judicial, administrative, or other proceeding, and the Restricted Party acknowledges that any such challenge would be inconsistent with the Restricted Party's acknowledgments set forth in Section 7.1 and the consideration received by the Restricted Party in connection with this Agreement and the Transaction.

ARTICLE VIII — REPRESENTATIONS AND WARRANTIES OF THE RESTRICTED PARTY

Section 8.1 — Authority. The Restricted Party represents and warrants to Buyer that the Restricted Party has full legal right, power, capacity, and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by the Restricted Party have been duly and validly authorized by all necessary action on the part of the Restricted Party, and no further action, consent, or approval is required on the part of the Restricted Party or any other Person in connection herewith.

[Instructional Note: If the Restricted Party is an entity (e.g., a limited partnership, limited liability company, or corporation), this Section 8.1 should be expanded to include the following additional representations: (i) the Restricted Party is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (ii) the execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of the Restricted Party's governing body (e.g., general partner, managing member, or board of directors, as applicable); and (iii) the person executing this Agreement on behalf of the Restricted Party has been duly authorized to do so and has the requisite power and authority to bind the Restricted Party.]

Section 8.2 — No Conflicts. The Restricted Party represents and warrants to Buyer that the execution, delivery, and performance of this Agreement by the Restricted Party does not and will not (a) conflict with, violate, or result in a breach or default under any agreement, contract, commitment, obligation, instrument, order, judgment, decree, law, rule, or regulation to which the Restricted Party is a party or by which the Restricted Party or any of the Restricted Party's assets or properties is bound, (b) require any consent, approval, authorization, permit, or filing that has not been obtained or made, or (c) result in the creation or imposition of any lien, encumbrance, or restriction on any of the Restricted Party's assets or properties.

Section 8.3 — Enforceability. The Restricted Party represents and warrants to Buyer that this Agreement constitutes the legal, valid, and binding obligation of the Restricted Party, enforceable against the Restricted Party in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws of general application affecting the rights of creditors and (b) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

ARTICLE IX — GENERAL PROVISIONS

Section 9.1 — Governing Law. This Agreement and all claims, disputes, controversies, and causes of action (whether in contract, tort, or otherwise) arising out of or relating to this Agreement or the negotiation, execution, or performance of this Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules, provisions, or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 9.2 — Jurisdiction and Venue. Each of the Parties hereby irrevocably and unconditionally submits, for itself and its properties and assets, to the exclusive jurisdiction of (a) the Court of Chancery of the State of Delaware, or (b) if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the United States District Court for the District of Delaware or any state court of the State of Delaware sitting in Wilmington, Delaware, and any appellate court from any thereof, in any suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each Party hereby agrees that all claims in respect of any such suit, action, or proceeding shall be heard and determined in such courts. Each Party hereby (i) irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, in any such suit, action, or proceeding, any claim that it is not personally subject to the jurisdiction of the above-named courts, that such suit, action, or proceeding is improper or inconvenient, or that the venue thereof is improper, (ii) agrees that it shall not bring any suit, action, or proceeding arising out of or relating to this Agreement in any court other than the above-named courts, and (iii) irrevocably consents to service of process in the manner provided for notices in Section 9.8. Nothing in this Section 9.2 shall affect the right of any Party to serve legal process in any other manner permitted by applicable law.

Section 9.3 — Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, COUNTERCLAIM, OR CROSS-CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A SUIT, ACTION, OR PROCEEDING, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 9.3.

Section 9.4 — Entire Agreement. This Agreement, together with the Purchase Agreement and the other agreements, documents, instruments, schedules, and exhibits delivered in connection therewith (including any confidentiality agreements, employment agreements, or other ancillary agreements executed in connection with the Transaction), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, warranties, agreements, understandings, and commitments of the Parties, whether written or oral, with respect to the subject matter hereof. There are no representations, warranties, covenants, agreements, or conditions with respect to the subject matter hereof other than as expressly set forth in this Agreement.

Section 9.5 — Amendments and Waivers. No amendment, modification, supplement, restatement, or waiver of any provision of this Agreement shall be valid or effective unless made in a written instrument duly executed by the Party against whom enforcement of such amendment, modification, supplement, restatement, or waiver is sought. No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege hereunder. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies otherwise provided by law.

Section 9.6 — Severability. If any provision of this Agreement is held to be invalid, illegal, void, or unenforceable in any respect by any court of competent jurisdiction or governmental authority, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired in any way thereby, and such remaining provisions shall continue in full force and effect. The Parties shall negotiate in good faith to replace any provision that is held to be invalid, illegal, void, or unenforceable with a valid and enforceable provision that, to the maximum extent practicable, achieves the original intent and economic effect of the invalid or unenforceable provision. Without limiting the foregoing, in the event that any restrictive covenant set forth in this Agreement is held to be unenforceable, the provisions of Section 7.4 regarding judicial modification shall apply.

Section 9.7 — Assignment. The Restricted Party may not assign, delegate, or otherwise transfer this Agreement or any rights, interests, or obligations hereunder, in whole or in part, whether voluntarily, involuntarily, or by operation of law, without the prior written consent of Buyer, and any attempted assignment, delegation, or transfer without such consent shall be null and void and of no force or effect. Buyer may assign this Agreement, in whole or in part, without the consent of the Restricted Party, to (a) any Affiliate of Buyer, (b) any successor to all or substantially all of the business or assets of Buyer or the Company, whether by merger, consolidation, reorganization, acquisition, sale of assets, or otherwise, or (c) any Person that acquires all or substantially all of the equity interests in Buyer or the Company. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, permitted successors, and permitted assigns.

Section 9.8 — Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand or personal delivery, (b) on the next business day following deposit with a nationally recognized overnight courier service (with tracking capability) for next-business-day delivery, charges prepaid, or (c) on the third (3rd) business day following deposit in the United States mail, by certified or registered mail, return receipt requested, postage prepaid, in each case addressed to the intended recipient at the following addresses (or at such other address as a Party may specify by written notice given in accordance with this Section 9.8):

If to Buyer:

Vantage Mobility Systems Corp. 4800 Innovation Drive Auburn Hills, MI 48326

Attention: General Counsel

Email: [Insert email address]

With a copy (which shall not constitute notice) to:

[Insert Buyer's outside counsel firm name] [Insert address]

Attention: [Insert lead partner name]

Email: [Insert email address]

If to the Restricted Party:

[Insert Restricted Party name] [Insert Restricted Party address]

Email: [Insert email address]

With a copy (which shall not constitute notice) to:

[Insert Sellers' counsel firm name, if applicable] [Insert address]

Attention: [Insert lead partner name]

Email: [Insert email address]

Section 9.9 — No Third-Party Beneficiaries. Except for the members of the Buyer Group (each of which is an intended third-party beneficiary of this Agreement and shall be entitled to enforce the terms and provisions hereof as if it were a direct party hereto), no Person other than the Parties hereto shall have any rights, interests, or remedies under or by reason of this Agreement, and nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the Parties and the members of the Buyer Group) any rights, interests, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

Section 9.10 — Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile transmission or by electronic transmission in portable document format (.pdf) or any other electronic format shall be deemed to be, and shall be equally effective as, delivery of an original executed counterpart of this Agreement. The words "execution," "signed," "signature," "delivery," and words of like import in or relating to this Agreement shall be deemed to include electronic signatures, deliveries, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature, physical delivery thereof, or the use of a paper-based recordkeeping system, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and the Uniform Electronic Transactions Act, as adopted by the State of Delaware.

Section 9.11 — Construction. The Parties acknowledge and agree that each Party and its respective legal counsel have reviewed, negotiated, and participated jointly in the drafting of this Agreement, and that in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

Section 9.12 — Relationship to Purchase Agreement. This Agreement is being entered into by the Restricted Party pursuant to, and as a condition to the closing of, the Transaction under the Purchase Agreement. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Purchase Agreement with respect to the subject matter hereof (including the scope, duration, or enforceability of any non-competition, non-solicitation, confidentiality, or non-disparagement covenant), the terms and provisions of this Agreement shall control and govern. Notwithstanding the foregoing, this Agreement is not intended to, and shall not be construed to, limit, modify, or supersede any of the representations, warranties, covenants, or indemnification obligations of the Restricted Party or any other Selling Stockholder under the Purchase Agreement, except to the extent expressly provided herein.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed this Non-Competition and Non-Solicitation Agreement as of the date first written above.

RESTRICTED PARTY (INDIVIDUAL FORM):

[Use this signature block if the Restricted Party is an individual.]

________________________________________

Name: [Insert name of individual Restricted Party]

Date: ________

RESTRICTED PARTY (ENTITY FORM):

[Use this signature block if the Restricted Party is an entity. Delete the individual form above if this form is used, and vice versa.]

[INSERT ENTITY NAME]

By: ________

Name: [Insert name of authorized signatory]

Title: [Insert title of authorized signatory]

Date: ________

BUYER:

VANTAGE MOBILITY SYSTEMS CORP.

By: ________

Name: [Insert name of authorized officer]

Title: [Insert title — e.g., Chief Executive Officer, Chief Financial Officer, or General Counsel]

Date: ________

SCHEDULE A

PRE-EXISTING INVESTMENTS

(Referenced in Section 2.2(b))

[Instructional Note: List below any pre-existing investments held by the Restricted Party as of the Effective Date in entities that may be deemed competitive with the Business, which are permitted under Section 2.2(b) of the Agreement. Include all relevant details, including the name of the entity, the nature and type of the investment, the percentage ownership or equity interest held, and a brief description of the entity's business activities. If the Restricted Party does not hold any such pre-existing investments, state "None." This Schedule A must be completed and attached to each executed version of the Agreement for each Restricted Party.]

[If no pre-existing investments exist, delete the table above and insert the following:]

None.

Name of Entity	Nature of Investment	Percentage Ownership	Description of Business
[Insert entity name]	[Insert type — e.g., limited partnership interest, LLC membership interest, common stock, preferred stock, convertible note]	[Insert percentage — e.g., 3.5%]	[Insert brief description of entity's business activities]
[Insert entity name]	[Insert type]	[Insert percentage]	[Insert brief description]
[Insert entity name]	[Insert type]	[Insert percentage]	[Insert brief description]

NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Form of Non-Competition and Non-Solicitation Agreement
This is a blank form/template agreement. The final executed version will be completed separately for each Restricted Party identified below. This form is attached as Exhibit [] to the Stock Purchase Agreement dated as of [__], 2025, by and among Vantage Mobility Systems Corp., PulseLink Telematics, Inc., and the Selling Stockholders party thereto.
NON-COMPETITION AND NON-SOLICITATION AGREEMENT
This Non-Competition and Non-Solicitation Agreement (this "Agreement") is made and entered into as of [___], 2025 (the "Effective Date"),
by and between:
[Insert Name of Restricted Party] (the "Restricted Party"),
[Instructional Note: Insert individual name and address, or entity name, jurisdiction of organization, and principal office address, as applicable. For an individual, include full legal name, residential or business address, city, state, and zip code. For an entity, include full legal entity name, type of entity, jurisdiction of organization, and principal office address.*]
and
Vantage Mobility Systems Corp., a Delaware corporation, with its principal office located at 4800 Innovation Drive, Auburn Hills, MI 48326 ("Buyer").
The Restricted Party and Buyer are each referred to herein as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, the Restricted Party is a stockholder of PulseLink Telematics, Inc., a Delaware corporation (the "Company"), with its principal office located at [Insert Company Address], and as of the date hereof, the Restricted Party holds [_] shares of common stock, par value $0.001 per share, of the Company (the "**Common Stock**"), representing approximately [__]% of the [_] shares of Common Stock issued and outstanding as of the date hereof;
[Guidance Note: This form is to be completed and executed separately for each Selling Stockholder holding five percent (5%) or more of the outstanding Common Stock of the Company immediately prior to the closing of the Transaction. Anticipated signatories include each such Selling Stockholder, whether an individual (e.g., a founder, officer, or director of the Company) or an entity (e.g., a venture capital fund, private equity fund, family office vehicle, or other institutional investor). Insert the name, shareholding (number of shares), and percentage ownership for each Restricted Party in the applicable signature version of this Agreement.]
WHEREAS, pursuant to that certain Stock Purchase Agreement, dated as of [___], 2025 (the "**Purchase Agreement**"), by and among Buyer, the Company, the Restricted Party, and the other Selling Stockholders party thereto, Buyer is acquiring one hundred percent (100%) of the issued and outstanding shares of Common Stock of the Company for an aggregate purchase price of $[__], subject to the adjustments and other terms and conditions set forth therein (the "Transaction");
WHEREAS, the Restricted Party acknowledges and agrees that, by virtue of the Restricted Party's ownership interest in the Company and the Restricted Party's position, role, and involvement with the Company and its business operations, the Restricted Party has had access to and is familiar with the Company's confidential and proprietary information, trade secrets, customer and supplier relationships, business methods, technical know-how, product development strategies, pricing structures, and goodwill, and that the restrictive covenants contained in this Agreement are a material inducement to Buyer's willingness to consummate the Transaction and to pay the purchase price set forth in the Purchase Agreement;
WHEREAS, the execution and delivery of this Agreement by the Restricted Party is a condition precedent to the obligation of Buyer to consummate the closing of the Transaction under Article VII of the Purchase Agreement, and the Restricted Party acknowledges that the Restricted Party will receive substantial direct and/or indirect economic benefits from the consummation of the Transaction, including, without limitation, the receipt of the Restricted Party's pro rata share of the aggregate purchase price payable to the Selling Stockholders under the Purchase Agreement;
WHEREAS, [if the Restricted Party is an entity (e.g., a limited partnership, limited liability company, or corporation), include the following:] the Restricted Party is an entity, and the Restricted Party acknowledges and agrees that the covenants and obligations set forth in this Agreement shall bind not only the Restricted Party but also the Restricted Party's Affiliates, partners, members, managers, officers, directors, and all Persons controlled by or under common control with the Restricted Party, and the Restricted Party shall cause all such Persons to comply with the terms and conditions of this Agreement as if each such Person were a direct signatory hereto; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the premises set forth above, the closing of the Transaction, the consideration received and to be received by the Restricted Party under and pursuant to the Purchase Agreement (including the Restricted Party's pro rata share of the purchase price), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties hereby agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:
"Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, a Person shall be deemed to control another Person if the first Person possesses, directly or indirectly, the power to vote or direct the voting of more than fifty percent (50%) of the outstanding voting securities of such other Person.
"Business" means the design, development, manufacture, assembly, sale, distribution, marketing, licensing, installation, integration, support, maintenance, or servicing of any of the following: (a) embedded telematics hardware, including telematics control units (TCUs), on-board diagnostic (OBD) devices, and related electronic modules for automotive, fleet, commercial vehicle, and connected-vehicle applications; (b) fleet-intelligence analytics software, including software-as-a-service (SaaS) platforms, cloud-based applications, and on-premise solutions for fleet management, vehicle tracking, vehicle data analytics, predictive maintenance, driver behavior monitoring, fuel management, and connected-vehicle data processing; and/or (c) vehicle-to-everything (V2X) data bridge modules, dedicated short-range communication (DSRC) units, cellular vehicle-to-everything (C-V2X) modules, and related connectivity products, protocols, and platforms used for vehicle-to-vehicle (V2V), vehicle-to-infrastructure (V2I), and vehicle-to-network (V2N) communications.
"Buyer Group" means, collectively, Buyer and all of Buyer's Affiliates, including the Company and each of its direct and indirect subsidiaries following the consummation of the Transaction on the Closing Date, and any successor to all or substantially all of the business or assets of Buyer, the Company, or any such subsidiary.
"Closing Date" means the date of the closing of the Transaction, as defined in and determined pursuant to the Purchase Agreement.
"Company" means PulseLink Telematics, Inc., a Delaware corporation.
"Confidential Information" means all non-public, proprietary, or confidential information and data, in whatever form or medium (whether written, oral, electronic, or visual), relating to the Company, its subsidiaries, and/or the Business, that has been disclosed to, obtained by, developed by, or is otherwise known to the Restricted Party, including, without limitation: (a) trade secrets and intellectual property, including inventions, patents, patent applications, copyrights, trademarks, trade names, domain names, know-how, and proprietary methodologies; (b) customer lists, customer contact information, customer purchasing histories, customer preferences, and other customer-related data; (c) supplier and vendor lists, supplier terms, and procurement information; (d) pricing, pricing strategies, cost structures, discount schedules, and margin information; (e) technical data, product designs, product specifications, product roadmaps, engineering drawings, schematics, algorithms, and software source code; (f) financial information, including revenues, expenses, budgets, projections, forecasts, and financial models; (g) business plans, strategic plans, marketing plans, expansion plans, and competitive analyses; (h) employee and personnel data, compensation information, and organizational charts; (i) information regarding pending or threatened litigation, regulatory matters, or governmental investigations; and (j) any other information that the Company or any member of the Buyer Group has taken reasonable steps to maintain as confidential or proprietary.
"Customer" means any Person who (a) is or was a customer, client, account, or counterparty of the Company or any member of the Buyer Group at any time during the two (2)-year period immediately preceding the Effective Date, (b) is a customer, client, account, or counterparty of the Company or any member of the Buyer Group as of the Effective Date, or (c) was the subject of active negotiations, proposals, bids, or solicitations by the Company or any member of the Buyer Group as of the Effective Date or at any time during the six (6)-month period immediately preceding the Effective Date.
"Person" means any individual, corporation, partnership, limited partnership, limited liability company, joint venture, association, trust, estate, unincorporated organization, governmental authority, regulatory body, or other entity of any kind or nature.
"Purchase Agreement" means that certain Stock Purchase Agreement, dated as of [___], 2025, by and among Buyer, the Company, the Restricted Party, and the other Selling Stockholders party thereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Restricted Party" means [Insert full legal name of the signing stockholder].
"Restricted Period" means the period commencing on the Closing Date and ending on the second (2nd) anniversary of the Closing Date; provided, however, that the Restricted Period shall be extended as set forth in Section 7.3 hereof in the event of a breach by the Restricted Party of any restrictive covenant contained in this Agreement.
"Restricted Territory" means (a) the United States of America (including all fifty states and the District of Columbia), (b) Canada, (c) Mexico, and (d) any other country, territory, or jurisdiction in which the Company or any member of the Buyer Group (i) conducts business, (ii) markets, sells, distributes, or licenses products or services, (iii) maintains active customer relationships, supplier relationships, or distribution channels, or (iv) has made material expenditures or investments in furtherance of business development, in each case as of the Closing Date.
"Service Provider" means any Person who is or was an employee, officer, director, independent contractor, consultant, agent, or other service provider of the Company or any member of the Buyer Group at any time during the twelve (12)-month period immediately preceding the Effective Date or who is an employee, officer, director, independent contractor, consultant, agent, or other service provider of the Company or any member of the Buyer Group as of the Effective Date.
Section 1.2 — Interpretation. Unless the context of this Agreement otherwise requires: (a) capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement; (b) the headings of the Articles and Sections of this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement; (c) the word "including" (and words of similar import, such as "include" and "includes") shall mean "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it; (d) words expressed in the singular number shall include the plural and vice versa, and words expressed in the masculine shall include the feminine and neuter gender and vice versa; (e) the words "herein," "hereof," "hereunder," "hereby," and "hereto," and words of similar import, refer to this Agreement as a whole and not to any particular Section, Article, or other subdivision; (f) references to any Article, Section, Schedule, or Exhibit are to Articles, Sections, Schedules, and Exhibits of and to this Agreement unless otherwise specified; (g) references to any agreement, document, or instrument mean such agreement, document, or instrument as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms; (h) references to any law, statute, rule, or regulation include any amendment, modification, codification, replacement, or re-enactment thereof; and (i) the terms "dollars" and "$" mean United States dollars.
ARTICLE II — NON-COMPETITION COVENANT
Section 2.1 — Non-Competition. During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether alone or in conjunction with any other Person, and whether as principal, agent, partner, member, stockholder, equity holder, owner, investor, joint venturer, officer, director, manager, employee, consultant, advisor, independent contractor, representative, financier, lender, or in any other capacity whatsoever:
(a) engage in, carry on, manage, operate, control, or participate in the ownership, management, operation, or control of any business, venture, or enterprise that competes with the Business within the Restricted Territory;
(b) establish, organize, acquire, invest in, fund, or finance any business, venture, or enterprise that competes with the Business within the Restricted Territory, or that is engaged in the development, manufacture, marketing, sale, distribution, or licensing of products or services that are competitive with or substantially similar to the products or services offered by the Company or any member of the Buyer Group as of the Closing Date;
(c) serve as an officer, director, manager, employee, consultant, advisor, agent, representative, or independent contractor of, or provide any services to, any Person that competes with the Business within the Restricted Territory, or that is engaged in any activity that would constitute the Business if conducted by the Restricted Party;
(d) lend or contribute the Restricted Party's name, reputation, expertise, or knowledge to, or permit the Restricted Party's name, reputation, expertise, or knowledge to be used by, any Person that competes with the Business within the Restricted Territory; or
(e) assist, encourage, facilitate, support, or enable any Person in undertaking any of the activities described in clauses (a) through (d) above, including by providing financial support, strategic advice, introductions to customers, suppliers, or business partners, or access to Confidential Information.
The non-competition covenant set forth in this Section 2.1 shall be in effect for a period of two (2) years following the Closing Date, subject to extension as provided in Section 7.3 hereof.
Section 2.2 — Permitted Activities; Exceptions. Notwithstanding the foregoing restrictions set forth in Section 2.1, nothing in this Article II shall be deemed to prohibit or restrict the Restricted Party from:
(a) Passive Investment Carve-Out. Owning, directly or indirectly, solely as a passive investment, securities of any Person that are listed on a national securities exchange (including the New York Stock Exchange and the Nasdaq Stock Market) or regularly traded in the over-the-counter market, provided that the Restricted Party does not, directly or indirectly, own five percent (5%) or more of any class or series of equity securities of such Person, and provided further that the Restricted Party does not participate in or exercise any control over the management, operations, or business strategy of such Person. For the avoidance of doubt, passive ownership of less than five percent (5%) of any class or series of equity securities of a publicly traded Person shall not, by itself, be deemed to violate the provisions of Section 2.1, regardless of whether such Person competes with the Business within the Restricted Territory.
(b) Pre-Existing Investments. Holding, maintaining, and receiving the economic benefits (including distributions, dividends, and returns of capital) of any investments existing as of the Effective Date and specifically disclosed on Schedule A attached hereto, provided that the Restricted Party does not (i) expand, increase, or add to any such investment (whether through additional capital contributions, acquisitions of additional equity interests, extensions of credit, or otherwise) during the Restricted Period, (ii) assume any active management, operational, or advisory role with respect to the entity in which such investment is held during the Restricted Period that the Restricted Party did not hold prior to the Effective Date, or (iii) use any Confidential Information in connection with any such investment.
(c) Buyer Group Activities. Serving in any capacity with, for, or on behalf of any member of the Buyer Group, including serving as an employee, officer, director, consultant, or advisor of the Company or any member of the Buyer Group, and performing any and all duties associated with such service.
(d) Other Permitted Activities. [Insert placeholder for any additional negotiated carve-outs, if applicable. Examples may include: charitable, educational, or civic activities that are not competitive with the Business; service on the board of directors of non-competitive entities; or other specific activities agreed to by the Parties. If no additional carve-outs are negotiated, this clause (d) may be deleted from the final executed version of this Agreement.]
ARTICLE III — NON-SOLICITATION OF EMPLOYEES AND SERVICE PROVIDERS
Section 3.1 — Employee/Service Provider Non-Solicitation. During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether alone or in conjunction with any other Person, and whether on the Restricted Party's own behalf or on behalf of any other Person:
(a) solicit, recruit, hire, engage, retain, or attempt to solicit, recruit, hire, engage, or retain any Service Provider to leave the employ, service, or engagement of the Company or any member of the Buyer Group, or to accept employment, service, or engagement with any other Person;
(b) induce, encourage, entice, persuade, or attempt to induce, encourage, entice, or persuade any Service Provider to terminate, breach, or otherwise modify any employment, consulting, independent contractor, or other service relationship with the Company or any member of the Buyer Group; or
(c) hire, engage, or retain, or enter into any business arrangement or relationship with, any Person who was a Service Provider at any time during the twelve (12)-month period immediately preceding the date of such hiring, engagement, or arrangement, whether as an employee, independent contractor, consultant, agent, partner, or in any other capacity, for the purpose of performing services that are the same as or similar to those performed by such Person for the Company or any member of the Buyer Group.
Section 3.2 — Exceptions to Employee/Service Provider Non-Solicitation. Notwithstanding the foregoing restrictions set forth in Section 3.1, nothing in this Article III shall be deemed to prohibit the Restricted Party from:
(a) placing or causing to be placed general solicitations of employment or independent contractor services in newspapers, trade journals, professional publications, job boards, the internet, social media platforms, or other media of general circulation that are not specifically directed at or targeted toward any Service Provider or any group of Service Providers, provided that this exception shall not apply if the Restricted Party has actual knowledge that a particular Service Provider is likely to respond to such general solicitation;
(b) responding to unsolicited inquiries for employment or engagement received from any Service Provider, provided that the Restricted Party did not, directly or indirectly, encourage, facilitate, or initiate such inquiry or otherwise take any action designed to prompt such inquiry; or
(c) [Insert placeholder for additional negotiated exceptions, if any. If no additional exceptions are negotiated, this clause (c) may be deleted from the final executed version of this Agreement.]
ARTICLE IV — NON-SOLICITATION OF CUSTOMERS
Section 4.1 — Customer Non-Solicitation. During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether alone or in conjunction with any other Person, and whether on the Restricted Party's own behalf or on behalf of any other Person:
(a) solicit, induce, encourage, or attempt to solicit, induce, or encourage any Customer to cease doing business with, reduce the volume or amount of business conducted with, or otherwise terminate, limit, or adversely modify its commercial relationship with the Company or any member of the Buyer Group;
(b) solicit, divert, take away, or appropriate, or attempt to solicit, divert, take away, or appropriate, the business, revenues, or patronage of any Customer for the purpose of providing products or services that are competitive with or substantially similar to the products or services offered by the Company or any member of the Buyer Group as part of the Business; or
(c) interfere with, disrupt, damage, or attempt to interfere with, disrupt, or damage any existing or prospective business relationship, contract, or arrangement between the Company or any member of the Buyer Group, on the one hand, and any Customer, supplier, vendor, distributor, licensee, licensor, or other business partner, on the other hand.
For the avoidance of doubt, the restrictions set forth in this Section 4.1 shall apply regardless of whether the Customer initiates contact with the Restricted Party or whether the Restricted Party had a pre-existing personal or business relationship with such Customer prior to the Customer's relationship with the Company.
ARTICLE V — CONFIDENTIALITY
Section 5.1 — Confidentiality Obligations. The Restricted Party acknowledges and agrees that the Confidential Information constitutes valuable and proprietary assets of the Company and the Buyer Group, the development and protection of which have required significant expenditures of time, effort, and resources. The Restricted Party shall not, at any time during or after the Restricted Period (and such obligations shall survive the expiration or termination of this Agreement indefinitely with respect to trade secrets, and for a period of five (5) years following the expiration of the Restricted Period with respect to all other Confidential Information), directly or indirectly:
(a) disclose, reveal, divulge, furnish, publish, make accessible, or communicate any Confidential Information to any Person who is not authorized by the Buyer Group to receive such information;
(b) use, exploit, or otherwise make use of any Confidential Information for any purpose other than (i) as required in the faithful performance of the Restricted Party's duties, if any, to or on behalf of the Buyer Group, or (ii) as expressly authorized in writing by an authorized officer of Buyer; or
(c) remove, copy, reproduce, or retain any documents, records, notebooks, files, data, electronic media, or other materials containing or reflecting Confidential Information from the premises of the Company or any member of the Buyer Group, except as required in the performance of the Restricted Party's duties to the Buyer Group and in accordance with the policies and procedures established by the Buyer Group.
Upon the expiration of the Restricted Period or upon the earlier request of Buyer, the Restricted Party shall promptly return to Buyer or destroy (and certify such destruction in writing) all documents, records, files, data, electronic media, and other materials in the Restricted Party's possession, custody, or control that contain or reflect any Confidential Information, without retaining any copies, summaries, extracts, or derivatives thereof.
Section 5.2 — Exceptions. The obligations set forth in Section 5.1 shall not apply to any information that:
(a) is or becomes generally known to and available for use by the public other than as a result of the Restricted Party's breach of this Agreement or any other duty of confidentiality owed by the Restricted Party to the Company or any member of the Buyer Group;
(b) is required to be disclosed by applicable law, rule, regulation, judicial or administrative order, subpoena, civil investigative demand, or other compulsory legal process, provided that the Restricted Party shall (i) provide Buyer with prompt written notice of such requirement (to the extent legally permissible) so that Buyer may seek a protective order or other appropriate remedy at Buyer's expense, (ii) cooperate with Buyer, at Buyer's expense, in seeking such protective order or other remedy, and (iii) disclose only that portion of the Confidential Information that the Restricted Party is legally compelled to disclose, and shall use commercially reasonable efforts to obtain assurances that any such disclosed information will be accorded confidential treatment; or
(c) is independently developed by the Restricted Party after the Effective Date without the use of, reference to, or reliance upon any Confidential Information, as demonstrated by the Restricted Party's contemporaneous written records.
Section 5.3 — Defend Trade Secrets Act Notice. Pursuant to 18 U.S.C. § 1833(b), the Restricted Party is hereby notified that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (x) files any document containing the trade secret under seal and (y) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement is intended to conflict with or undermine 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such provision.
ARTICLE VI — NON-DISPARAGEMENT
Section 6.1 — Non-Disparagement. During the Restricted Period, the Restricted Party shall not, directly or indirectly, whether in writing, orally, electronically, through social media, or by any other means or medium of communication, make, publish, issue, or cause to be made, published, or issued any disparaging, defamatory, derogatory, or negative statements, comments, or remarks regarding (a) the Company, (b) any member of the Buyer Group, or (c) any of their respective past or present officers, directors, managers, employees, agents, representatives, products, services, business practices, operations, financial condition, or prospects. The foregoing restriction shall apply to communications of any kind, including communications with the press, media, analysts, investors, customers, suppliers, employees, and the general public.
Notwithstanding the foregoing, nothing in this Section 6.1 shall prohibit or restrict the Restricted Party from:
(a) making truthful statements in response to legal process, subpoena, or governmental or regulatory inquiry, investigation, or proceeding, including testimony under oath;
(b) making truthful statements in the ordinary course of performing duties for or on behalf of the Buyer Group, in each case as authorized or directed by an authorized officer of Buyer;
(c) making statements that are protected by applicable law, including statements made in connection with the filing or prosecution of a charge, complaint, or report with any governmental agency or regulatory body; or
(d) communicating with the Restricted Party's personal legal, financial, or tax advisors, provided that such advisors are bound by professional duties of confidentiality.
ARTICLE VII — REMEDIES
Section 7.1 — Acknowledgments. The Restricted Party expressly acknowledges and agrees that:
(a) the restrictive covenants set forth in this Agreement, including the non-competition, non-solicitation, confidentiality, and non-disparagement covenants contained in Articles II through VI, are reasonable and necessary in scope, duration, and geographic extent and are required to protect the legitimate business interests and goodwill of the Buyer Group, including the goodwill of the Company acquired by Buyer through the Transaction, and the substantial investment made by Buyer in connection with the Transaction;
(b) the Restricted Party has received, and will receive, adequate and valuable consideration for entering into this Agreement, including the Restricted Party's pro rata share of the aggregate purchase price payable under the Purchase Agreement, and the indirect economic benefits accruing to the Restricted Party as a result of the consummation of the Transaction;
(c) the Restricted Party's experience, knowledge, skills, and capabilities are such that the enforcement of the restrictive covenants herein will not impose an undue hardship on the Restricted Party and will not prevent the Restricted Party from earning a livelihood;
(d) a breach or threatened breach of any restrictive covenant set forth in this Agreement would cause irreparable injury and harm to the Buyer Group that could not be adequately compensated by an award of monetary damages alone; and
(e) the Restricted Party has had the opportunity to consult with independent legal counsel regarding the terms and conditions of this Agreement and the enforceability of the restrictive covenants contained herein, and the Restricted Party has entered into this Agreement voluntarily and with full knowledge of its terms.
Section 7.2 — Injunctive Relief. In the event of a breach or threatened breach by the Restricted Party of any provision of this Agreement, Buyer and each member of the Buyer Group shall be entitled to seek and obtain, from any court of competent jurisdiction, temporary restraining orders, preliminary injunctions, permanent injunctions, specific performance, and any other equitable relief as may be necessary or appropriate to restrain, prevent, or remedy any such breach or threatened breach, without the necessity of proving actual damages, without the obligation to post any bond or other security (or, if a bond or security is required by applicable law, the Restricted Party agrees that a nominal bond or the minimum amount required by law shall be sufficient), and without any requirement to exhaust administrative remedies or pursue alternative dispute resolution. The right to seek and obtain such equitable remedies shall be in addition to, and not in lieu of, any other rights and remedies available to Buyer and the Buyer Group at law or in equity, including the right to recover monetary damages, lost profits, and attorneys' fees and costs incurred in connection with the enforcement of this Agreement.
Section 7.3 — Extension of Restricted Period. If the Restricted Party violates any restrictive covenant set forth in Article II, Article III, or Article IV of this Agreement, the Restricted Period applicable to such covenant shall be automatically tolled and extended by a period of time equal to the duration of such violation, commencing on the date on which such violation first occurred and ending on the date on which such violation has been fully cured or permanently enjoined, so that Buyer and the Buyer Group shall receive the full benefit of the agreed-upon restricted period. The extension of the Restricted Period pursuant to this Section 7.3 shall be in addition to, and not in lieu of, any other remedies available to Buyer and the Buyer Group under this Agreement or at law or in equity.
Section 7.4 — Judicial Modification. If any court of competent jurisdiction determines that any restrictive covenant set forth in this Agreement is unenforceable by reason of its extending for too long a period of time, over too great a geographic area, or being too broad in the scope of the activity restricted, the Parties expressly agree that such court shall have the power and authority (and is hereby requested by the Parties) to reform, modify, and reduce the duration, geographic scope, or scope of activity of such covenant to the maximum extent that such court determines to be reasonable and enforceable, and to enforce the covenant as so reformed, modified, or reduced. The Restricted Party expressly agrees not to challenge or contest the enforceability of this Agreement or any provision hereof in any judicial, administrative, or other proceeding, and the Restricted Party acknowledges that any such challenge would be inconsistent with the Restricted Party's acknowledgments set forth in Section 7.1 and the consideration received by the Restricted Party in connection with this Agreement and the Transaction.
ARTICLE VIII — REPRESENTATIONS AND WARRANTIES OF THE RESTRICTED PARTY
Section 8.1 — Authority. The Restricted Party represents and warrants to Buyer that the Restricted Party has full legal right, power, capacity, and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by the Restricted Party have been duly and validly authorized by all necessary action on the part of the Restricted Party, and no further action, consent, or approval is required on the part of the Restricted Party or any other Person in connection herewith.
[Instructional Note: If the Restricted Party is an entity (e.g., a limited partnership, limited liability company, or corporation), this Section 8.1 should be expanded to include the following additional representations: (i) the Restricted Party is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (ii) the execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on the part of the Restricted Party's governing body (e.g., general partner, managing member, or board of directors, as applicable); and (iii) the person executing this Agreement on behalf of the Restricted Party has been duly authorized to do so and has the requisite power and authority to bind the Restricted Party.]
Section 8.2 — No Conflicts. The Restricted Party represents and warrants to Buyer that the execution, delivery, and performance of this Agreement by the Restricted Party does not and will not (a) conflict with, violate, or result in a breach or default under any agreement, contract, commitment, obligation, instrument, order, judgment, decree, law, rule, or regulation to which the Restricted Party is a party or by which the Restricted Party or any of the Restricted Party's assets or properties is bound, (b) require any consent, approval, authorization, permit, or filing that has not been obtained or made, or (c) result in the creation or imposition of any lien, encumbrance, or restriction on any of the Restricted Party's assets or properties.
Section 8.3 — Enforceability. The Restricted Party represents and warrants to Buyer that this Agreement constitutes the legal, valid, and binding obligation of the Restricted Party, enforceable against the Restricted Party in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws of general application affecting the rights of creditors and (b) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
ARTICLE IX — GENERAL PROVISIONS
Section 9.1 — Governing Law. This Agreement and all claims, disputes, controversies, and causes of action (whether in contract, tort, or otherwise) arising out of or relating to this Agreement or the negotiation, execution, or performance of this Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules, provisions, or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Section 9.2 — Jurisdiction and Venue. Each of the Parties hereby irrevocably and unconditionally submits, for itself and its properties and assets, to the exclusive jurisdiction of (a) the Court of Chancery of the State of Delaware, or (b) if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the United States District Court for the District of Delaware or any state court of the State of Delaware sitting in Wilmington, Delaware, and any appellate court from any thereof, in any suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each Party hereby agrees that all claims in respect of any such suit, action, or proceeding shall be heard and determined in such courts. Each Party hereby (i) irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, in any such suit, action, or proceeding, any claim that it is not personally subject to the jurisdiction of the above-named courts, that such suit, action, or proceeding is improper or inconvenient, or that the venue thereof is improper, (ii) agrees that it shall not bring any suit, action, or proceeding arising out of or relating to this Agreement in any court other than the above-named courts, and (iii) irrevocably consents to service of process in the manner provided for notices in Section 9.8. Nothing in this Section 9.2 shall affect the right of any Party to serve legal process in any other manner permitted by applicable law.
Section 9.3 — Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, COUNTERCLAIM, OR CROSS-CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A SUIT, ACTION, OR PROCEEDING, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 9.3.
Section 9.4 — Entire Agreement. This Agreement, together with the Purchase Agreement and the other agreements, documents, instruments, schedules, and exhibits delivered in connection therewith (including any confidentiality agreements, employment agreements, or other ancillary agreements executed in connection with the Transaction), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, warranties, agreements, understandings, and commitments of the Parties, whether written or oral, with respect to the subject matter hereof. There are no representations, warranties, covenants, agreements, or conditions with respect to the subject matter hereof other than as expressly set forth in this Agreement.
Section 9.5 — Amendments and Waivers. No amendment, modification, supplement, restatement, or waiver of any provision of this Agreement shall be valid or effective unless made in a written instrument duly executed by the Party against whom enforcement of such amendment, modification, supplement, restatement, or waiver is sought. No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege hereunder. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies otherwise provided by law.
Section 9.6 — Severability. If any provision of this Agreement is held to be invalid, illegal, void, or unenforceable in any respect by any court of competent jurisdiction or governmental authority, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired in any way thereby, and such remaining provisions shall continue in full force and effect. The Parties shall negotiate in good faith to replace any provision that is held to be invalid, illegal, void, or unenforceable with a valid and enforceable provision that, to the maximum extent practicable, achieves the original intent and economic effect of the invalid or unenforceable provision. Without limiting the foregoing, in the event that any restrictive covenant set forth in this Agreement is held to be unenforceable, the provisions of Section 7.4 regarding judicial modification shall apply.
Section 9.7 — Assignment. The Restricted Party may not assign, delegate, or otherwise transfer this Agreement or any rights, interests, or obligations hereunder, in whole or in part, whether voluntarily, involuntarily, or by operation of law, without the prior written consent of Buyer, and any attempted assignment, delegation, or transfer without such consent shall be null and void and of no force or effect. Buyer may assign this Agreement, in whole or in part, without the consent of the Restricted Party, to (a) any Affiliate of Buyer, (b) any successor to all or substantially all of the business or assets of Buyer or the Company, whether by merger, consolidation, reorganization, acquisition, sale of assets, or otherwise, or (c) any Person that acquires all or substantially all of the equity interests in Buyer or the Company. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, permitted successors, and permitted assigns.
Section 9.8 — Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand or personal delivery, (b) on the next business day following deposit with a nationally recognized overnight courier service (with tracking capability) for next-business-day delivery, charges prepaid, or (c) on the third (3rd) business day following deposit in the United States mail, by certified or registered mail, return receipt requested, postage prepaid, in each case addressed to the intended recipient at the following addresses (or at such other address as a Party may specify by written notice given in accordance with this Section 9.8):
If to Buyer:
Vantage Mobility Systems Corp. 4800 Innovation Drive Auburn Hills, MI 48326
Attention: General Counsel
Email: [Insert email address]
With a copy (which shall not constitute notice) to:
[Insert Buyer's outside counsel firm name] [Insert address]
Attention: [Insert lead partner name]
Email: [Insert email address]
If to the Restricted Party:
[Insert Restricted Party name] [Insert Restricted Party address]
Email: [Insert email address]
With a copy (which shall not constitute notice) to:
[Insert Sellers' counsel firm name, if applicable] [Insert address]
Attention: [Insert lead partner name]
Email: [Insert email address]
Section 9.9 — No Third-Party Beneficiaries. Except for the members of the Buyer Group (each of which is an intended third-party beneficiary of this Agreement and shall be entitled to enforce the terms and provisions hereof as if it were a direct party hereto), no Person other than the Parties hereto shall have any rights, interests, or remedies under or by reason of this Agreement, and nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the Parties and the members of the Buyer Group) any rights, interests, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.
Section 9.10 — Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile transmission or by electronic transmission in portable document format (.pdf) or any other electronic format shall be deemed to be, and shall be equally effective as, delivery of an original executed counterpart of this Agreement. The words "execution," "signed," "signature," "delivery," and words of like import in or relating to this Agreement shall be deemed to include electronic signatures, deliveries, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature, physical delivery thereof, or the use of a paper-based recordkeeping system, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and the Uniform Electronic Transactions Act, as adopted by the State of Delaware.
Section 9.11 — Construction. The Parties acknowledge and agree that each Party and its respective legal counsel have reviewed, negotiated, and participated jointly in the drafting of this Agreement, and that in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.
Section 9.12 — Relationship to Purchase Agreement. This Agreement is being entered into by the Restricted Party pursuant to, and as a condition to the closing of, the Transaction under the Purchase Agreement. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Purchase Agreement with respect to the subject matter hereof (including the scope, duration, or enforceability of any non-competition, non-solicitation, confidentiality, or non-disparagement covenant), the terms and provisions of this Agreement shall control and govern. Notwithstanding the foregoing, this Agreement is not intended to, and shall not be construed to, limit, modify, or supersede any of the representations, warranties, covenants, or indemnification obligations of the Restricted Party or any other Selling Stockholder under the Purchase Agreement, except to the extent expressly provided herein.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties have executed this Non-Competition and Non-Solicitation Agreement as of the date first written above.
RESTRICTED PARTY (INDIVIDUAL FORM):
[Use this signature block if the Restricted Party is an individual.]
________________________________________
Name: [Insert name of individual Restricted Party]
Date: ________
RESTRICTED PARTY (ENTITY FORM):
[Use this signature block if the Restricted Party is an entity. Delete the individual form above if this form is used, and vice versa.]
[INSERT ENTITY NAME]
By: ________
Name: [Insert name of authorized signatory]
Title: [Insert title of authorized signatory]
Date: ________
BUYER:
VANTAGE MOBILITY SYSTEMS CORP.
By: ________
Name: [Insert name of authorized officer]
Title: [Insert title — e.g., Chief Executive Officer, Chief Financial Officer, or General Counsel]
Date: ________
SCHEDULE A
PRE-EXISTING INVESTMENTS
(Referenced in Section 2.2(b))
[Instructional Note: List below any pre-existing investments held by the Restricted Party as of the Effective Date in entities that may be deemed competitive with the Business, which are permitted under Section 2.2(b) of the Agreement. Include all relevant details, including the name of the entity, the nature and type of the investment, the percentage ownership or equity interest held, and a brief description of the entity's business activities. If the Restricted Party does not hold any such pre-existing investments, state "None." This Schedule A must be completed and attached to each executed version of the Agreement for each Restricted Party.]
[If no pre-existing investments exist, delete the table above and insert the following:]
None.
Name of Entity | Nature of Investment | Percentage Ownership | Description of Business
[Insert entity name] | [Insert type — e.g., limited partnership interest, LLC membership interest, common stock, preferred stock, convertible note] | [Insert percentage — e.g., 3.5%] | [Insert brief description of entity's business activities]
[Insert entity name] | [Insert type] | [Insert percentage] | [Insert brief description]
[Insert entity name] | [Insert type] | [Insert percentage] | [Insert brief description]

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

NON-COMPETITION AND NON-SOLICITATION AGREEMENT

RECITALS

RESTRICTED PARTY (INDIVIDUAL FORM):

RESTRICTED PARTY (ENTITY FORM):

VANTAGE MOBILITY SYSTEMS CORP.

SCHEDULE A

PRE-EXISTING INVESTMENTS

Record

Parties

Dates

Amounts