Business Activities. Since its organization, BRPA has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the BRPA Charter Documents, there is no agreement, commitment, exclusive license, judgment, injunction, order, or decree binding upon BRPA or to which BRPA is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of BRPA, any acquisition of property by BRPA, or the conduct of business by BRPA. Since its organization, Merger Sub has not conducted any business activities other than in connection with this Agreement. In addition, none of BRPA or Merger Sub or any of their respective Subsidiaries or Associates has an interest of five percent (5%) or greater in an entity that operate in the same industries as or compete with the Company or any of its Subsidiaries. For purposes of this Section 3.13, “Associate” is defined pursuant to 16 C.F.R. § 801.1(d)(2).

Prohibited Activities. Without the Company’s prior written consent, for a period of one (1) year from the Effective Date, Abrams shall not # solicit, directly or indirectly, or cause to be solicited the employment of or employ any person who is now employed by Company (or whose activities are dedicated to the Company); or # offer or sell product in direct competition with any product currently offered by the Company up until the Effective Date, directly or indirectly, or solicit any current customer of the Company, the result of which is that the Company’s business with such customer is harmed. The Parties agree that a product shall be deemed to be currently offered provided such products generate a minimum of $10,000 in revenues during the twelve months prior to the Effective Date.

Competitive Activities. For purposes of the Agreement, to which this [Exhibit B] is attached, “Competitive Activities” means any activities relating to products or services of the same or similar type as the products or services # which were or are sold (or, pursuant to an existing business plan, will be sold) to paying customers of the Company or any Related Company, and # for which you have any direct or indirect responsibility or any involvement to plan, develop, manage, market, sell, oversee, support, implement or perform, or had any such responsibility or involvement within your most recent 24 months of employment with the Company or any Related Company. Notwithstanding the previous sentence, an activity shall not be treated as a Competitive Activity if the geographic marketing area of such same or similar products or services does not overlap with the geographic marketing area for the applicable products and services of the Company or any Related Company.

Trading Activities. Neither the Buyer nor its affiliates has an open short position (or other hedging or similar transactions) in the common stock of the Company and the Buyer agree that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions with respect to the common stock of the Company.

Consultant agrees that in consideration for the Company’s promise to provide Consultant with Confidential Information and trade secrets of the Company and its affiliates, in addition to other consideration provided herein, Consultant will not, beginning on the date of this Agreement and ending December 31, 2018, directly or indirectly, contact or solicit vendors, suppliers, customers or clients of the Company or its affiliates with whom Consultant had direct or indirect contact or about whom Consultant received proprietary, confidential or otherwise non-public information for the purposes of providing services relating to the provision of cementing and acidizing services (the “Business”), or interfere with or disrupt or attempt to disrupt the relationship, contractual or otherwise, between the Company or any of its affiliates and any vendor, supplier, customer or client of the Company or any of its affiliates or in any way encourage them to terminate or otherwise alter their relationship with the Company or any affiliate. Consultant further agrees that beginning on the date of this Agreement and ending on December 31, 2018, Consultant shall not, directly or indirectly, provide any products or services related to the Business or the Company’s or its affiliates’ customers and clients, or prospective customers and clients, nor utilize the contacts, goodwill and rapport Consultant established with any customers and clients to take away or divert business or income away from the Company or its affiliates to other persons or entities. For purposes of this Section 9, “customers and clients” shall mean and include those customers, clients and prospective customers and clients who contacted or were contacted by the Company or its affiliates to do business with the Company or its affiliates.

Restricted Activities. Restricted Activities shall mean and include all of the following:

Permitted Activities. Subject to Section 5(a) and Section 10, no provision of this Agreement shall prohibit # Employee’s continued consulting positions, officer positions, board memberships and service with board committees and/or investments in the entities listed on [Schedule 1] attached hereto (the “Scheduled Entities”) provided that # Employee’s role or amount of time spent with respect to any of the Scheduled Entities does not expand or increase from that in effect on April 1, 2017, and # the nature and scope of the services and/or products provided by the Scheduled Entities does not change from that in effect on April 1, 2017, or # such other activities as may be approved by the Board at any time after the Commencement Date (collectively, the “Permitted Activities”).

“Commercialization” or “Commercialize” means engaging in any and all activities directed to marketing, promoting, conducting post-Regulatory Approval studies, distributing, offering for sale, selling, importing, exporting or exploiting a product.

Specific details have not been released, but this agreement gives Zai Lab’s veteran team exclusive rights to lead future development of the products through clinical development, regulatory activities, and commercialization globally.

“Segregate” means, with respect to an Alternative Product, to use diligent efforts to segregate the research, development, manufacture and commercialization activities relating to such Alternative Product from Research, Development, Manufacture and Commercialization with respect to any Research Candidates, Development Candidates or Products under this Agreement, including using diligent efforts to ensure that: # no personnel involved in performing the research, development, manufacture or commercialization of such Alternative Product have ​ relating to the Research, Development, Manufacture or Commercialization of any Research Candidates, Development Candidates or Products (provided that ​ may ​ regarding the Research, Development, Manufacture and Commercialization of any Research Candidates, Development Candidates or Products in connection with ​); and # no personnel involved in performing the Research, Development, Manufacture or Commercialization of any Research Candidates, Development Candidates or Products have access to ​ relating to the research, development, manufacture or commercialization of such Alternative Product (provided that ​ may ​ regarding the research, development, manufacture and commercialization of such Alternative Product in connection with ​).