Common use of Noncompetition; Non-solicitation Clause in Contracts

Noncompetition; Non-solicitation. (i) Employee acknowledges that the Company is engaged in a highly competitive business on a world-wide scale and that, by virtue of the position in which Employee is employed, his/her engaging in or working for or with any business which is directly competitive with the Company would cause the Company great and irreparable harm. Employee also acknowledges that, by virtue of his/her employment, he has gained or will gain knowledge of the identity, characteristics, and preferences of the Company’s customers, suppliers and other business partners, among other Confidential Information, and that Employee would inevitably have to draw on such Confidential Information if he were to solicit or service the Company’s customers, suppliers and other business partners on behalf of a competing business enterprise. (ii) Employee agrees that “Restricted Business” at any date means the goods, products, and/or services of the type provided, marketed, sold, produced and/or developed by the Company during the twelve (12) month period ending on that date for or concerning commercial all electric vehicles. The “Territory” for the purposes of this Paragraph 5 shall be anywhere in (x) the World, (y) North America and (z) the United States. The parties acknowledge that the geographical limitations contained in (x), (y) and (z) are separate covenants and are reasonable based on the world-wide nature of the Company’s business. (iii) Accordingly, Employee agrees that during Employee’s employment with Company, whether or not under this Agreement, and thereafter for a period of twelve (12) months (the “Noncompetition Period”) he will not within the Territory: (A) directly or indirectly, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing, or control of or be employed by, associated with or in any manner connected with any entity or organization engaged in Restricted Business; (B) directly or indirectly approach, advise, solicit or deal with, in competition with the Company, any entity or organization engaged in Restricted Business; (C) directly or indirectly, for the purpose of competing with the Company: (1) induce or procure or attempt to induce or procure any person who is on, or was during the twelve (12) months preceding, the date of the termination of Employee’s employment with the Company, an officer or key employee of, consultant for or other person under contract to provide services to the Company, to leave his/her/her employment or service with the Company (whether or not that person would commit any breach of his/her or her employment or appointment by reason of leaving the service of the Company); (2) accept into employment or otherwise engage or use the services of any person who is on, or was during the twelve (12) months preceding, the date of the termination of Employee’s employment with the Company, an officer or key employee of, consultant for or other person under contract to provide services to the Company; or (3) induce or procure or attempt to induce or procure any person or entity who is on, or was during the twelve (12) months preceding, the date of the termination of Employee’s employment with the Company, a customer of Company to purchase commercial all electric, hybrid, or alternative fuel trucks from a person or entity other than the Company; (D) provide technical, commercial or professional advice to any business or concern engaged in Restricted Business; (E) interfere or seek to interfere with the supply of any components, materials, goods or services to the Company (or with the terms of any such supply); or (F) disparage the Company, its directors, officers, employees, the Company brand or its products and services.

Noncompetition; Non-solicitation. (i) Employee acknowledges that the Company is and Parent are engaged in a highly competitive business on a world-wide scale and that, by virtue of the position in which Employee is employed, his/her his engaging in or working for or with any business which is directly competitive with the Company or Parent or any other Group Company would cause the Company or Parent or any such Group Company great and irreparable harm. Employee also acknowledges that, by virtue of his/her his employment, he has gained or will gain knowledge of the identity, characteristics, and preferences of the Company’s or Parent’s customers, suppliers and other business partners, among other Confidential Information, and that Employee would inevitably have to draw on such Confidential Information if he were to solicit or service the Company’s or Parent’s or any other Group Company’s customers, suppliers and other business partners on behalf of a competing business enterprise. (ii) Employee agrees that “Restricted Business” at any date means the goods, products, and/or services of the type provided, marketed, sold, produced and/or developed by the Company or Parent or any other Group Company during the twelve (12) month period ending on that date for or concerning commercial all electric vehicles. The “Territory” for the purposes of this Paragraph 5 shall be anywhere in (x) the World, (y) North America and America, (z) the United StatesStates and (a) the United Kingdom. The parties acknowledge that the geographical limitations contained in (x), (y), (z) and (za) are separate covenants and are reasonable based on the world-wide nature of the CompanyGroup’s business. (iii) Accordingly, Employee agrees that during Employee’s employment with Company, whether or not under this Agreement, and thereafter for a period of twelve (12) months (the “Noncompetition Period”) he will not within the Territory: (A) directly or indirectly, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing, or control of or be employed by, associated with or in any manner connected with any entity or organization engaged in Restricted BusinessBusiness in competition with Company, Parent or any other Group Company; (B) directly or indirectly approach, advise, solicit or deal with, in competition with the Company, Parent or any other Group Company, any entity or organization engaged in Restricted Business; (C) directly or indirectly, for the purpose of competing with the Company, Parent or any other Group Company: (1) induce or procure or attempt to induce or procure any person who is on, or was during the twelve (12) months preceding, the date of the termination of Employee’s employment with the Company, an officer or management employee or key employee ofconsultant of Company, consultant for Parent or any other person under contract to provide services to Group Company with whom Employee had material dealings during the twelve (12) months preceding the date of the termination of Employee’s employment with the Company, to leave his/her/her employment or service with the Company, Parent or any other Group Company (whether or not that person would commit any breach of his/her his or her employment or appointment by reason of leaving the service of the Company, Parent or any other Group Company); (2) accept into employment or otherwise engage or use the services of any person who is on, or was during the twelve (12) months preceding, the date of the termination of Employee’s employment with the Company, an officer or management employee or key employee ofconsultant of Company, consultant for Parent or any other person under contract to provide services to Group Company with whom Employee had material dealings during the twelve (12) months preceding the date of the termination of Employee’s employment with the Company; or (3) induce or procure or attempt to induce or procure any person or entity who is on, or was during the twelve (12) months preceding, the date of the termination of Employee’s employment with the Company, a customer of Company, Parent or any other Group Company (and with whom Employee had material dealings during the twelve (12) months preceding the date of the termination of Employee’s employment with Company) to purchase commercial all electric, hybrid, or alternative fuel trucks from a person or entity other than the Company, Parent or any other Group Company; (D) provide technical, commercial or professional advice to any business or concern engaged in Restricted BusinessBusiness in competition with Company, Parent or any other Group Company; (E) interfere or seek to interfere with the supply of any components, materials, goods or services to the Company, Parent or any other Group Company (or with the terms of any such supply)) in relation to which the Employee had material dealings during the twelve (12) months preceding the date of the termination of Employee’s employment with Company; or (F) disparage the Company, its Parent or any other Group Company, or any of their respective directors, officers, employees, the Company Company, Parent or Group brand or its or their products and services. (iv) None of the restrictions in Paragraph 5(a) shall prevent Employee from: (A) holding an investment by way of shares or other securities of not more than 5% of the total issued share capital of any company, whether or not it is listed or dealt in on a recognised stock exchange; (B) being engaged or concerned in any business concern insofar as Employee’s duties or work shall relate solely to geographical areas where the business concern is not in competition with any Restricted Business; or (C) being engaged or concerned in any business concern, provided that Employee’s duties or work shall relate solely to services or activities of a kind with which Employee was not concerned to a material extent in the 12 months prior to the termination of his employment with Company. (v) Employee will, at the request and expense of Company, enter into a separate agreement with any Group Company in which he agrees to be bound by restrictions corresponding to those restrictions in this Paragraph 5(a) (or such of those restrictions as may be appropriate) in relation to that Group Company.

Noncompetition; Non-solicitation. (i) Employee acknowledges that the Company is engaged in a highly competitive business on a world-wide scale and that, by virtue of the position in which Employee is employed, his/her his engaging in or working for or with any business which is directly competitive with the Company would cause the Company great and irreparable harm. Employee also acknowledges that, by virtue of his/her his employment, he has gained or will gain knowledge of the identity, characteristics, and preferences of the Company’s customers, suppliers and other business partners, among other Confidential Information, and that Employee would inevitably have to draw on such Confidential Information if he were to solicit or service the Company’s customers, suppliers and other business partners on behalf of a competing business enterprise. (ii) Employee agrees that “Restricted Business” at any date means the goods, products, and/or services of the type provided, marketed, sold, produced and/or developed by the Company during the twelve (12) month period ending on that date for or concerning commercial all electric vehicles. The “Territory” for the purposes of this Paragraph 5 shall be anywhere in (x) the World, (y) North America and (z) the United States. The parties acknowledge that the geographical limitations contained in (x), (y) and (z) are separate covenants and are reasonable based on the world-wide nature of the Company’s business. (iii) Accordingly, Employee agrees that during Employee’s employment with Company, whether or not under this Agreement, and thereafter for a period of twelve (12) months (the “Noncompetition Period”) he will not within the Territory: (A) directly or indirectly, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing, or control of or be employed by, associated with or in any manner connected with any entity or organization engaged in Restricted Business; (B) directly or indirectly approach, advise, solicit or deal with, in competition with the Company, any entity or organization engaged in Restricted Business; (C) directly or indirectly, for the purpose of competing with the Company: (1) induce or procure or attempt to induce or procure any person who is on, or was during the twelve (12) months preceding, the date of the termination of Employee’s employment with the Company, an officer or key employee of, consultant for or other person under contract to provide services to the Company, to leave his/her/her employment or service with the Company (whether or not that person would commit any breach of his/her his or her employment or appointment by reason of leaving the service of the Company); (2) accept into employment or otherwise engage or use the services of any person who is on, or was during the twelve (12) months preceding, the date of the termination of Employee’s employment with the Company, an officer or key employee of, consultant for or other person under contract to provide services to the Company; or (3) induce or procure or attempt to induce or procure any person or entity who is on, or was during the twelve (12) months preceding, the date of the termination of Employee’s employment with the Company, a customer of Company to purchase commercial all electric, hybrid, or alternative fuel trucks from a person or entity other than the Company; (D) provide technical, commercial or professional advice to any business or concern engaged in Restricted Business; (E) interfere or seek to interfere with the supply of any components, materials, goods or services to the Company (or with the terms of any such supply); or (F) disparage the Company, its directors, officers, employees, the Company brand or its products and services.

Noncompetition; Non-solicitation. (ia) Employee Executive acknowledges that the Company is engaged in a highly competitive business on a world-wide scale and that, by virtue of the position in which Employee is employed, his/her engaging in or working for or with any business which is directly competitive with the Company would cause the Company great and irreparable harm. Employee also acknowledges that, by virtue of his/her employment, he has gained or will gain knowledge of the identity, characteristics, and preferences of the Company’s customers, suppliers and other business partners, among other Confidential Information, and that Employee would inevitably have to draw on such Confidential Information if he were to solicit or service the Company’s customers, suppliers and other business partners on behalf of a competing business enterprise. (ii) Employee agrees that “Restricted Business” at any date means the goods, products, and/or services of the type provided, marketed, sold, produced and/or developed by the Company during the twelve (12) month period ending on that date for or concerning commercial all electric vehicles. The “Territory” for the purposes of this Paragraph 5 shall be anywhere in (x) the World, (y) North America and (z) the United States. The parties acknowledge that the geographical limitations contained in (x), (y) and (z) are separate covenants and are reasonable based on the world-wide nature of the Company’s business. business and that access to the Company’s confidential records and proprietary information renders Executive special and unique within the Company’s industries. In addition to the protection of confidential records and proprietary information covered in Section 5.2, the provisions set forth in this Section 5.1 are necessary in order to protect the goodwill of the Company and the relationships developed by the Company with employees, customers and suppliers. In consideration of the amounts that may hereafter be paid to Executive pursuant to this Agreement (iii) Accordinglyincluding, Employee without limitation, Sections 3 and 4), Executive agrees that during Employee’s employment the Term (including any extensions thereof) and during the Covered Time (as defined in Section 5.1(e)), Executive, alone or with Companyothers, whether or not under this Agreementwill not, and thereafter for a period of twelve (12) months (the “Noncompetition Period”) he will not within the Territory: (A) directly or indirectly, on behalf of a Competing Business (defined below), perform job duties of the type conducted, authorized, offered, or provided by Executive within two (2) years prior to the date of termination of Executive’s employment. Executive acknowledges that Company has gaming and lottery customers in almost every single state as well as numerous countries throughout the world and Executive has global responsibilities. Therefore, this restriction covers any geographic area where the Company does business. For purposes of this Section 5, “Competing Business” shall mean any business or operations that competes with the Company: (i) related to (A) design, development, manufacturing, production, sales, leasing, licensing, provisioning, operational or management activities (as the case may be) related to the (1) lottery industry, (2) the land-based gaming industry, (3) the interactive gaming industry, and (4) the social gaming industry; or (B) in which the Company is then or was within the previous 12 months engaged, or in which the Company, to Executive’s knowledge, contemplates to engage in during the Term or invest inthe Covered Time, own, manage, operate, finance, control (ii) in which Executive was engaged or participate involved on behalf of the Company or with respect to which Executive has obtained proprietary or confidential information; and (iii) which were conducted anywhere in the ownership, management, operation, financing, or control of or be employed by, associated with United States or in any manner connected other geographic area in which such business was conducted or the Company contemplates conducting such business. Notwithstanding the foregoing, it is understood and agreed that Executive may have a beneficial ownership of not more than one (1) percent of the outstanding shares of a corporation with capital stock listed on any national or regional securities exchange or quoted in the daily listing of over-the-counter market securities and in which Executive does not undertake a management, operational, or advisory role. (b) In further consideration of the amounts that may hereafter be paid to Executive pursuant to this Agreement (including, without limitation, Sections 3 and 4), Executive agrees that, during the Term (including any extensions thereof) and during the Covered Time, Executive shall not, directly or indirectly: (i) solicit or attempt to induce any of the employees, agents, consultants or representatives of the Company to terminate his, her, or its relationship with the Company; (ii) solicit or attempt to induce any of the employees, agents, consultants or representatives of the Company to become employees, agents, consultants or representatives of any other person or entity; or (iii) solicit or attempt to induce any customer, vendor or distributor of the Company to curtail or cancel any business with the Company; or (iv) hire any person who, to Executive’s actual knowledge, is, or was within 180 days prior to such hiring, an employee of the Company. Sections (i) and (ii) are limited to employees, agents, consultants and representatives with whom Executive had material contact for the purpose of performing Executive’s job duties or about whom Executive obtained confidential information during Executive’s employment. Section (iii) is limited to customers, vendors and distributors with whom Executive had material contact for the purpose of performing his job duties, or about whom Executive obtained confidential information during his employment. (c) During the Term (including any extensions thereof) and during the Covered Time, Executive agrees that upon the earlier of Executive’s (i) negotiating with any entity Competitor (as defined below) concerning the possible employment of Executive by the Competitor, (ii) responding to (other than for the purpose of declining) an offer of employment from a Competitor, or organization engaged in Restricted Business; (iii) becoming employed by a Competitor, (A) Executive will provide copies of Section 5 of this Agreement to the Competitor, and (B) directly in the case of any circumstance described in (iii) above occurring during the Covered Time, and in the case of any circumstance described in (i) or indirectly approach(ii) above occurring during the Term or during the Covered Time, adviseExecutive will promptly provide notice to the Company of such circumstances. Executive further agrees that the Company may provide notice to a Competitor of Executive’s obligations under this Agreement. For purposes of this Agreement, solicit “Competitor” shall mean any person or deal with, in competition with entity (other than the Company, any entity its subsidiaries or organization engaged in Restricted Business; (Caffiliates) that engages, directly or indirectly, for in the purpose of competing with the Company: (1) induce United States or procure or attempt to induce or procure any person who is on, or was during the twelve (12) months preceding, the date of the termination of Employee’s employment with the Company, an officer or key employee of, consultant for or other person under contract to provide services to the Company, to leave his/her/her employment or service with the Company (whether or not that person would commit geographic area in any breach of his/her or her employment or appointment by reason of leaving the service of the Company); (2) accept into employment or otherwise engage or use the services of any person who is on, or was during the twelve (12) months preceding, the date of the termination of Employee’s employment with the Company, an officer or key employee of, consultant for or other person under contract to provide services to the Company; or (3) induce or procure or attempt to induce or procure any person or entity who is on, or was during the twelve (12) months preceding, the date of the termination of Employee’s employment with the Company, a customer of Company to purchase commercial all electric, hybrid, or alternative fuel trucks from a person or entity other than the Company; (D) provide technical, commercial or professional advice to any business or concern engaged in Restricted Competing Business; (E) interfere or seek to interfere with the supply of any components, materials, goods or services to the Company (or with the terms of any such supply); or (F) disparage the Company, its directors, officers, employees, the Company brand or its products and services.

Noncompetition; Non-solicitation. (i) Employee acknowledges that the Company is engaged in a highly competitive business on a world-wide scale and that, by virtue of the position in which Employee is employed, his/her engaging in or working for or with any business which is directly competitive with the Company would cause the Company great and irreparable harm. Employee also acknowledges that, by virtue of his/her employment, he has gained or will gain knowledge of the identity, characteristics, and preferences of the Company’s 's customers, suppliers and other business partners, among other Confidential Information, and that Employee would inevitably have to draw on such Confidential Information if he were to solicit or service the Company’s 's customers, suppliers and other business partners on behalf of a competing business enterprise. (ii) Employee agrees that “"Restricted Business” " at any date means the goods, products, and/or services of the type provided, marketed, sold, produced and/or developed by the Company during the twelve (12) month period ending on that date for or concerning commercial all electric vehiclesthe development and commercialization of glucose monitoring devices or any technology or software that measures or monitors glucose levels. The “"Territory” " for the purposes of this Paragraph 5 shall be anywhere in (x) the World, (y) North America and (z) the United States. The parties acknowledge that the geographical limitations contained in (x), (y) and (z) are separate covenants and are reasonable based on the world-wide nature of the Company’s business. (iii) Accordingly, Employee agrees that during Employee’s 's employment with Company, whether or not under this Agreement, and thereafter for a period of twelve (12) months (the “"Noncompetition Period”) "), he will not within the Territory: (A) directly or indirectly, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing, or control of or be employed by, associated with or in any manner connected with any entity or organization engaged in Restricted Business; (B) directly or indirectly approach, advise, solicit or deal with, in competition with the Company, any entity or organization engaged in Restricted Business; (C) provide technical, commercial or professional advice to any business or concern engaged in Restricted Business; or (D) interfere or seek to interfere with the supply of any components, materials, goods or services to the Company (or with the terms of any such supply). (iv) Employee agrees that during Employee's employment with Company, whether or not under this Agreement, and thereafter for a period of twenty-four (24) months, he will not within the Territory, directly or indirectly, for the purpose of competing with the Company: (1A) induce or procure or attempt to induce or procure any person who is on, or was during the twelve twenty-four (1224) months preceding, the date of the termination of Employee’s 's employment with the Company, an officer or key employee of, consultant for or other person under contract to provide services to the Company, to leave his/her/her employment or service with the Company (whether or not that person would commit any breach of his/her or her employment or appointment by reason of leaving the service of the Company);; or (2B) accept into employment or otherwise engage or use the services of any person who is on, or was during the twelve twenty-four (1224) months preceding, the date of the termination of Employee’s 's employment with the Company, an officer or key employee of, consultant for or other person under contract to provide services to the Company; or. (3v) induce or procure or attempt to induce or procure any person or entity who is on, or was Employee agrees that during the twelve (12) months preceding, the date of the termination of Employee’s 's employment with the CompanyCompany and for all time thereafter, a customer of Company to purchase commercial all electric, hybrid, or alternative fuel trucks from a person or entity other than the Company; (D) provide technical, commercial or professional advice to any business or concern engaged in Restricted Business; (E) interfere or seek to interfere with the supply of any components, materials, goods or services to the Company (or with the terms of any such supply); or (F) he will not disparage the Company, its directors, officers, employees, the Company brand or its products and services.

Noncompetition; Non-solicitation. (i) Employee Executive acknowledges that the Company is engaged in a highly competitive business on a world-wide scale and that, by virtue of the position in which Employee Executive is employed, his/her his engaging in or working for or with any business which is directly competitive with the Company would cause the Company great and irreparable harm. Employee Executive also acknowledges that, by virtue of his/her employment, he has gained or will gain knowledge of the identity, characteristics, and preferences of the Company’s customers, suppliers and other business partners, among other Confidential Information, and that Employee Executive would inevitably have to draw on such Confidential Information if he were to solicit or service the Company’s customers, suppliers and other business partners on behalf of a competing business enterprise. (ii) Employee Executive agrees that “Restricted Business” at any date means the goods, products, and/or services of the type provided, marketed, sold, produced and/or developed by the Company during the twelve (12) month period ending on that date for or concerning commercial all electric vehiclesthe development and commercialization of glucose monitoring devices or any technology or software that measures or monitors glucose levels. The “Territory” for the purposes of this Paragraph 5 Section 7 shall be anywhere in (x) the World, (y) North America and (z) the United States. The parties acknowledge that the geographical limitations contained in (x), (y) and (z) are separate covenants and are reasonable based on the world-wide nature of the Company’s business. (iii) Accordingly, Employee Executive agrees that during EmployeeExecutive’s employment with Company, whether or not under this Agreement, and thereafter for a period of twelve (12) months (the “Noncompetition Period”) ), he will not within the Territory: (A) directly or indirectly, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing, or control of or be employed by, associated with or in any manner connected with any entity or organization engaged in Restricted Business; (B) directly or indirectly approach, advise, solicit or deal with, in competition with the Company, any entity or organization engaged in Restricted Business; (C) provide technical, commercial or professional advice to any business or concern engaged in Restricted Business; or (D) interfere or seek to interfere with the supply of any components, materials, goods or services to the Company (or with the terms of any such supply). (iv) Executive agrees that during Executive’s employment with Company, whether or not under this Agreement, and thereafter for a period of twenty-four (24) months, he will not within the Territory, directly or indirectly, for the purpose of competing with the Company: (1A) induce or procure or attempt to induce or procure any person who is on, or was during the twelve twenty-four (1224) months preceding, the date of the termination of EmployeeExecutive’s employment with the Company, an officer or key employee of, consultant for or other person under contract to provide services to the Company, to leave his/her/her employment or service with the Company (whether or not that person would commit any breach of his/her or her employment or appointment by reason of leaving the service of the Company);; or (2B) accept into employment or otherwise engage or use the services of any person who is on, or was during the twelve twenty-four (1224) months preceding, the date of the termination of EmployeeExecutive’s employment with the Company, an officer or key employee of, consultant for or other person under contract to provide services to the Company; or. (3v) induce or procure or attempt to induce or procure any person or entity who is on, or was Executive agrees that during the twelve (12) months preceding, the date of the termination of EmployeeExecutive’s employment with the CompanyCompany and for all time thereafter, a customer of Company to purchase commercial all electric, hybrid, or alternative fuel trucks from a person or entity other than the Company; (D) provide technical, commercial or professional advice to any business or concern engaged in Restricted Business; (E) interfere or seek to interfere with the supply of any components, materials, goods or services to the Company (or with the terms of any such supply); or (F) he will not disparage the Company, its directors, officers, employees, the Company brand or its products and services.

Noncompetition; Non-solicitation. (ia) Employee Executive acknowledges that the Company is engaged in a highly competitive business on a world-wide scale and that, by virtue of the position in which Employee is employed, his/her engaging in or working for or with any business which is directly competitive with the Company would cause the Company great and irreparable harm. Employee also acknowledges that, by virtue of his/her employment, he has gained or will gain knowledge of the identity, characteristics, and preferences of the Company’s customers, suppliers and other business partners, among other Confidential Information, and that Employee would inevitably have to draw on such Confidential Information if he were to solicit or service the Company’s customers, suppliers and other business partners on behalf of a competing business enterprise. (ii) Employee agrees that “Restricted Business” at any date means the goods, products, and/or services of the type provided, marketed, sold, produced and/or developed by the Company during the twelve (12) month period ending on that date for or concerning commercial all electric vehicles. The “Territory” for the purposes of this Paragraph 5 shall be anywhere in (x) the World, (y) North America and (z) the United States. The parties acknowledge that the geographical limitations contained in (x), (y) and (z) are separate covenants and are reasonable based on the world-wide nature of the Company’s business. business and that access to the Company’s confidential records and proprietary information renders Executive special and unique within the Company’s industry. In consideration of the amounts that may hereafter be paid to Executive pursuant to this Agreement (iii) Accordinglyincluding, Employee without limitation, Sections 3 and 4 hereof), Executive agrees that during Employee’s employment the Term (including any extensions thereof) and during the Covered Time (as defined in Section 5.1(e) hereof), Executive, alone or with Companyothers, whether or not under this Agreementwill not, and thereafter for a period of twelve (12) months (the “Noncompetition Period”) he will not within the Territory: (A) directly or indirectly, engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or invest inotherwise) in any Competing Business (including but not limited to those named in Attachment C hereto). For purposes of this Section 5, own“Competing Business” shall mean any business: (i) involving design and production of instant lottery tickets and the management of related marketing and distribution programs; manufacture, managesale, operateoperation or management of on-line lottery systems (Lotto-type games), financevideo gaming, control including fixed odds or participate server-based betting terminals and video lottery terminals; development and commercialization of licensed and other proprietary game entertainment for all lottery product channels; provision of wagering (whether pari-mutuel (pooled) or otherwise) or venue management services for racetracks and off-track betting facilities; production of prepaid cellular phone cards; or any other business in which the ownership, management, operation, financing, Company or control of its affiliates is then or be employed by, associated with was within the previous six (6) months engaged or in any manner connected with any entity or organization engaged in Restricted Business; (B) directly or indirectly approach, advise, solicit or deal with, in competition with the Company, any entity or organization engaged in Restricted Business; (C) directly or indirectly, for the purpose of competing with the Company: (1) induce or procure or attempt to induce or procure any person who is on, or was during the twelve (12) months preceding, the date of the termination of Employee’s employment with the Company, an officer or key employee of, consultant for or other person under contract to provide services to which the Company, to leave his/her/her employment Executive’s knowledge, intends to engage during the Term or service with the Covered Time; (ii) in which Executive was engaged or involved (whether in an executive or supervisory capacity or otherwise) on behalf of the Company or with respect to which Executive has obtained proprietary or confidential information; and (whether iii) which was conducted anywhere in the United States or not that person would commit in any breach of his/her other geographic area in which such business was conducted or her employment or appointment planned to be conducted by reason of leaving the service of the Company); (2) accept into employment or otherwise engage or use the services of any person who is on, or was during the twelve (12) months preceding, the date of the termination of Employee’s employment with the Company, an officer or key employee of, consultant for or other person under contract to provide services to the Company; or (3) induce or procure or attempt to induce or procure any person or entity who is on, or was during the twelve (12) months preceding, the date of the termination of Employee’s employment with the Company, a customer of Company to purchase commercial all electric, hybrid, or alternative fuel trucks from a person or entity other than the Company; (D) provide technical, commercial or professional advice to any business or concern engaged in Restricted Business; (E) interfere or seek to interfere with the supply of any components, materials, goods or services to the Company (or with the terms of any such supply); or (F) disparage the Company, its directors, officers, employees, the Company brand or its products and services.

Noncompetition; Non-solicitation. (i) Employee acknowledges that the Company is engaged in a highly competitive business on a world-wide scale and that, by virtue of the position in which Employee is employed, his/her his engaging in or working for or with any business which is directly competitive with the Company would cause the Company great and irreparable harm. Employee also acknowledges that, by virtue of his/her his employment, he has gained or will gain knowledge of the identity, characteristics, and preferences of the Company’s customers, suppliers and other business partnersclients, among other Confidential Information, and that Employee would inevitably have to draw on such Confidential Information if he were to solicit or service the Company’s customers, suppliers and other business partners clients on behalf of a competing business enterprise. (ii) Employee agrees that “Restricted Business” at any date means the goods, products, products and/or services of the type provided, marketed, sold, produced and/or developed by the Company during the twelve (12) 12 month period ending on that date for or concerning commercial all electric vehiclesdate. The “Territory” for the purposes of this Paragraph 5 shall be anywhere in (x) the World, (y) North America and (z) the United States. The parties acknowledge that the geographical limitations contained in (x), (y) and (z) are separate covenants and are reasonable based on the world-wide nature of the Company’s business. (iii) Accordingly, Employee agrees that during Employee’s employment with Company, whether or not under this Agreement, and thereafter for a period of twelve (12) months (the “Noncompetition Period”) he will not within the Territory: (A) directly or indirectly, engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing, or control of or be employed by, associated with or in any manner connected with any entity or organization engaged in doing Restricted Business; (B) directly or indirectly approach, advise, solicit or deal with, in competition with the Company, any entity or organization engaged in Restricted Business; (C) directly or indirectly, for the purpose of competing with the Company: (1) induce or procure or attempt to induce or procure any person who is on, on the Relevant Date or was during the twelve (12) period of 12 months precedingpreceding the Relevant Date, the date of the termination of Employee’s employment with the Company, an officer or a key employee of, or consultant for of or other person under contract to provide of services to the Company, Company to leave his/her/her employment or service with the Company (whether or not that person would commit any breach of his/her his or her employment or appointment by reason of leaving the service of the Company); (2) accept into employment or otherwise engage or use the services of any person who is onon the Relevant Date, or was during the twelve (12) period of 12 months preceding, preceding the date of the termination of Employee’s employment with the CompanyRelevant Date, an officer employee or key employee of, consultant for of or other person under contract to provide of services to the Company; or (3) induce or procure or attempt to induce or procure any person or entity who is on, or was during the twelve (12) months preceding, the date of the termination of Employee’s employment with the Company, a customer of Company to purchase commercial all electric, hybrid, or alternative fuel trucks from a person or entity other than the Company; (D) provide technical, commercial or professional advice to any business or concern engaged in Restricted Business;, (E) interfere or seek to interfere with the supply continuance of supplies to the Company (or terms relating to supplies) of any components, materials, goods or services to the Company (or with the terms of any such supply); or (F) disparage the Company, its directors, officers, employees, the Company brand or its products and services.

Noncompetition; Non-solicitation. (ia) Employee Executive acknowledges that the Company is engaged in a highly competitive business on a world-wide scale and that, by virtue of the position in which Employee is employed, his/her engaging in or working for or with any business which is directly competitive with the Company would cause the Company great and irreparable harm. Employee also acknowledges that, by virtue of his/her employment, he has gained or will gain knowledge of the identity, characteristics, and preferences of the Company’s customers, suppliers and other business partners, among other Confidential Information, and that Employee would inevitably have to draw on such Confidential Information if he were to solicit or service the Company’s customers, suppliers and other business partners on behalf of a competing business enterprise. (ii) Employee agrees that “Restricted Business” at any date means the goods, products, and/or services of the type provided, marketed, sold, produced and/or developed by the Company during the twelve (12) month period ending on that date for or concerning commercial all electric vehicles. The “Territory” for the purposes of this Paragraph 5 shall be anywhere in (x) the World, (y) North America and (z) the United States. The parties acknowledge that the geographical limitations contained in (x), (y) and (z) are separate covenants and are reasonable based on the world-wide nature of the Company’s business. business and that access to the Company’s confidential records and proprietary information renders Executive special and unique within the Company’s industry. In consideration of the amounts that may hereafter be paid to Executive pursuant to this Agreement (iii) Accordinglyincluding, Employee without limitation, Sections 3 and 4 hereof), Executive agrees that during Employee’s employment the Term (including any extensions thereof) and during the Covered Time (as defined in Section 5.1(e) hereof), Executive, alone or with Companyothers, whether or not under this Agreementwill not, and thereafter for a period of twelve (12) months (the “Noncompetition Period”) he will not within the Territory: (A) directly or indirectly, engage (as owner, investor, partner, stockholder, employer, employee, consultant, advisor, director or invest inotherwise) in any Competing Business. For purposes of this Section 5, own“Competing Business” shall mean any business: (i) involving: the design and production of instant lottery tickets and/or the management of related marketing and distribution programs; the manufacture, managesale, operateoperation or management of on-line lottery systems (draw games), financevideo gaming, control including fixed odds or participate server-based betting terminals and video lottery terminals; the development and commercialization of licensed and other proprietary game entertainment for any lottery product channels; the provision of wagering (whether pari-mutuel (pooled) or otherwise) or venue management services for racetracks and off-track betting facilities; the production and sale of prepaid cellular phone cards; and/or any other business in which the Company or its subsidiaries is then or was within the previous nine (9) months engaged in at the time of Executive’s termination; (ii) in which Executive was engaged or involved (whether in an executive or supervisory capacity or otherwise) on behalf of the Company and with respect to which Executive has obtained proprietary or confidential Company information; and (iii) that is conducted anywhere in the ownership, management, operation, financing, or control of or be employed by, associated with United States or in any manner connected with other geographic area in which any entity business of the Company or organization engaged in Restricted Business; its subsidiaries described under clause (Bi) directly above is then (or indirectly approachwas within the previous nine (9) months) conducted at the time of Executive’s termination; provided, advisethat, solicit for purposes of this Section 5, the business conducted by the Company or deal withits subsidiaries includes, in competition with the Companywithout limitation, any entity business of the Company or organization engaged in Restricted Business; (C) directly its subsidiaries conducted through joint ventures or indirectlystrategic investments that are accounted for under the equity method of accounting; provided, further, that, for the purpose avoidance of competing with doubt, a business is not a “Competing Business” for purposes of this Section 5 unless it falls within each of clauses (i), (ii) and (iii) above. Without limiting the Company: (1other restrictions in this Section 5, nothing in this Section 5.1(a) induce is intended to preclude the unknowing ownership or procure trading by Executive of securities in a Competing Business through a mutual fund or attempt being an investment banker at a firm that represents Competing Business interests. Moreover, the acquisition of up to induce or procure any person who is on2% of the outstanding equity, debt securities, or was during the twelve (12) months precedingother equity interests or any person, the date of the termination of Employee’s employment with the Companycorporation, an officer or key employee ofpartnership, consultant for or other person under contract to provide services to the Companybusiness entity for passive investment purposes shall not, to leave his/her/her employment or service with the Company (whether or not that person would commit any breach in and of his/her or her employment or appointment by reason of leaving the service of the Company); (2) accept into employment or otherwise engage or use the services of any person who is onitself, or was during the twelve (12) months preceding, the date of the termination of Employee’s employment with the Company, an officer or key employee of, consultant for or other person under contract to provide services to the Company; or (3) induce or procure or attempt to induce or procure any person or entity who is on, or was during the twelve (12) months preceding, the date of the termination of Employee’s employment with the Company, be construed as engaging in a customer of Company to purchase commercial all electric, hybrid, or alternative fuel trucks from a person or entity other than the Company; (D) provide technical, commercial or professional advice to any business or concern engaged in Restricted Competing Business; (E) interfere or seek to interfere with the supply of any components, materials, goods or services to the Company (or with the terms of any such supply); or (F) disparage the Company, its directors, officers, employees, the Company brand or its products and services.