Layer 2 Transport Services at MIX Agreement

Layer 2 Transport Services at MIX Agreement Page 1 of 10

DOCUMENT CODE : MIX-111E VERSION : 1.1 ENGLISH TRANSLATION DEPARTMENT : BOARD OF DIRECTORS STATUS : DEFINITIVE DOCUMENT DATE : 09/09/11 NUMBER OF PAGES : 10 RELEASED BY : JOY MARINO THIS DOCUMENT IS A TRUE BUT UNOFFICIAL TRANSLATION OF THE ITALIAN VERSION WITHOUT ANY LEGAL EFFECTIVENESS. IT DOES NOT REPRESENT A LEGAL VERSION OF THE ORIGINAL ITALIAN DOCUMENT THAT MUST BE SIGNED FOR ADHERING THE SERVICE HEREUNDER DESCRIBED. LIST OF MODIFICATIONS VERSION DATE DESCRIPTION 1.0 10/10/06 ORIGINAL DOCUMENT 1.1 09/09/11 ART. 12.E: SUBSTITUION OF ADDREES S WITH E-MAIL Page 2 of 10

Article 1 Recitals and Annexes...4 Article 2 Scope and Provision of Service Conditions...4 Article 3 Location Premises and MIX obligations...5 Article 4 Requesting Company Obligations...6 Article 5 Access to Premises...6 Article 6 Liability...7 Article 7 Fees and Conditions of Payment...7 Article 8 Term and modification of the Agreement...8 Article 9 Termination of the Agreement...8 Article 10 Confidentiality...8 Article 11 Court of Jurisdiction...9 Article 12 Notices...9 Article 13 Other Provisions...10 Article 14 Annexes...10 Page 3 of 10

Agreement between MIX s.r.l. (hereinafter MIX ), registered offices in Milan, Via Caldera, 21, entered on the Companies Register, Milan no. 97912/2000 Tax and VAT code no. 13036360157 represented by Mr Giuseppe Marino its authorised representative and... (hereinafter the Requesting Company ), registered offices in..., Street..., entered on the Companies Register...no..., Tax and VAT code..., represented by... its authorised representative On the basis of the service characteristics hereunder governed described in the attached documentation, whereas: MIX s.r.l. was incorporated on 27 January 2000 with the main aim of promoting use of the Internet in Italy favouring cooperation and communication among Internet Service Providers; MIX is not an Internet Service Provider, nor does it provide access services to the general public or editorial content on Internet; MIX has set up in Milan the Milan Internet exchange, a neutral interconnection point between ISPs operating in Italy and abroad in order to optimise efficient data exchange among them; the Requesting Company is a telecommunications services operator and the services offered to the public are offered also using electronic equipment installed on Italian territory; MIX has available, as a lessee with the right to sub-let, the non-residential premises in Milan, in Via Caldera, 21, data center (hereinafter the Premises ), with authorisation to house on the Premises electronic and telecommunications equipment for provision of telecommunications services; in order to provide telecommunications services to the public, the Requesting Company is interested in installing its Layer 2 equipment (hereinafter the Equipment ) in the above-mentioned MIX Premises; MIX is willing to allow the Requesting Company to house its Equipment on the Premises and warrants that it is so authorised also under regulations currently in force; now therefore the parties mutually agree as follows: Article 1 Recitals and Annexes The recitals and annexes hereto form an integral part of this Agreement (hereinafter the Agreement ). Article 2 Scope and Provision of Service Conditions Art. 2.a MIX shall allow the Requesting Company under this Agreement to house its Equipment for the provision of services as under Article 4.1 and/or 4.2 of Annex A (hereinafter the Service ), according to the mutually agreed terms and conditions governed by the Agreement and Annexes, in the following premises: Location: Via Caldera, 21 Pal.D/Ala 3/ Ground Floor - 20153 Milan MIX Data Center (the Premises). Art. 2.b - The Requesting Company wishes also to use the services as set forth under 4.3 and under 4.4 of Annex A [YES][NO] Art. 2.c - The Requesting Company wishes moreover to use the services set forth under 4.5 of Annex A [YES][NO] Art. 2.d - The Requesting Company warrants that it has the licenses and permits required to use the Service. Page 4 of 10

Art. 2.e - The Requesting Company shall supply to MIX upon signature of the Agreement, as a requirement for provision of Service: a document showing the routing of its bundles of fibres on the campus, clearly indicating the terminal points in detail (Building, Wing, Floor); a description of the base configuration of the type of equipment which is to be installed in the MIX data room complete with electrical and incoming flow specifications; a declaration that it holds the necessary insurance cover for fire, theft and third party liability for the Equipment. Art. 2.f Acceptance to the MIX data room is subject to the approval of the MIX Technical Committee and will be notified to the MIX Board of Directors who exclusively holds the power to intervene in decisions taken by the Technical Committee, and it is reserved exclusively to operators among whose aims are, specifically, the sale of Layer 2 transportation service to MIX clients. The Requesting Company, therefore, in order to obtain provision of the Service, undertakes to provide access to any MIX client who should request it, conditional on a client solvency guarantee as provided for by the requesting company's generally applied business practices. Article 3 Location Premises and MIX obligations Art. 3.a With regard to the MIX room, MIX warrants: a. that it has Premises available as a lessee with the right to sub-let and house in the Premises electronic and telecommunications equipment for provision of telecommunications services; b. that it has fulfilled all obligations under Legislative Decree no. 626/94, and subsequent additions and modifications, in the matter of Security in the Work-Place, and also under DPR 19/3/1956, no.303 and subsequent additions and modifications, in the matter of hygiene and that it is in compliance with all the competent ASL [Local Health Authority] regulations; c. that it is functional for the purpose and that it will safeguard such functionality; d. that it has taken out adequate insurance cover for third-party liability; e. that it has adequate security measures in place to prevent unauthorised access. f. that it will set up a dedicated area inside its own standard 19 racks for the installation of the Requesting Company's Equipment for the base configuration as set forth in Annex A g. that it will prepare ducts for the passage of fibre from the entrance to the MIX Premises to the Requesting Company's Equipment; h. that it will prepare ducts for the passage of fibre or copper circuit from the racks housing the Requesting Company's Equipment to the racks housing the respective clients, where present; i. that it will set up a double power supply dedicated to the Requesting Company's Equipment for the base configuration as set forth in Annex A j. that it will guarantee a continuous 220V AC power supply through the use of a generator set and UPS. Art. 3.b - MIX shall not modify the routing of circuits which will be installed by the Requesting Company, if not agreed by mutual agreement. Art. 3.c - No later than 15 days from the signature date of the Agreement, MIX shall meet the Requesting Company in order to: a. define the electrical and physical size necessary for the installation of the Requesting Company s Equipment; b. define the installation dates for the Requesting Company's Equipment; Art. 3.d - Based on the characteristics of the Premises the Requesting Company will have available the physical space and the power supply as defined in Annex A. The use of the space may be expanded by mutual agreement, upon request from the Requesting Company, following prompt evaluation and decision by MIX. Page 5 of 10

Article 4 Requesting Company Obligations Art. 4.a Under the Agreement, the Requesting Company shall: a. identify each individual component housed by MIX via appropriate labelling so as to give clear indication of ownership; b. arrange supply and installation of its Equipment inside the racks owned by MIX; c. provide fire, theft and third-party liability insurance cover for the Equipment installed in the MIX Premises; d. take care of the Equipment configuration, maintenance and upgrade for granting a correct operations towards the MIX peering LAN; e. give notice to MIX, as and when necessary, of the names of those persons authorised to access the MIX Premises for work on the Equipment; f. supply MIX with details (for identification) of each installed circuit; and furthermore: g. supply MIX with data related to the bandwidth capacity of the connections to the MIX peering LAN for the provisioning of the Service; h. not apply overbooking policies on the circuits interconnecting its backbone towards the MIX; i. arrange supply, laying and certification of fibre which runs from the entrance to the Premises to its own Equipment; j. supply optical or copper interconnection between its Equipment and the MIX re-transmission box present in MIX racks housing the Equipment; k. supply optical or copper interconnection between its Equipment and the common customers ISP s routers if they are present at the MIX Premises; l. arrange supply, laying and certification of its own connection circuits to other operators housed in MIX. Art. 4.b Equipment and associated cabling are and remain the property of the Requesting Company (or its lessors). Art. 4.c The Requesting Company s Equipment will be interconnected to the MIX switches as defined in Annex A Art. 4.d During the access to the Premises for operations relating to the Equipment, the Requesting Company shall observe the security requirements set for the Premises as advised by MIX. Art. 4.e The Requesting Company shall fulfil the obligation to pay the agreed fees within the terms and according to the conditions set forth under Article 7. Art. 4.f - The Requesting Company shall not assign the Agreement without prior express written consent from MIX. Article 5 Access to Premises Art. 5.a Access to the MIX data room, to the Equipment and installations will be granted only to personnel authorised by the Requesting Company according to the times and provisions as under Annex A. Art. 5.b In any event access to the data room will occur exclusively in the presence of MIX personnel or MIX authorised personnel. Art. 5.c Access to the data room will be granted for the following operations: installation of Equipment; maintenance operations on data transmission lines; maintenance operations on the Equipment; any other operations necessary to ensure Equipment functionality. Page 6 of 10

Article 6 Liability Art. 6.a The Requesting Company shall defend and hold harmless the MIX from all damage arising through negligence, error or omission caused by its plant or its personnel, or by its third party agents, to employees and/or property of the other Party or to employees and/or property of already housed third parties and shall relieve the other Party of all related liability and expenses. Art. 6.b MIX shall be responsible for any damage caused by its installations or its personnel or by its third party agents to employees and/or property of the other Party just in case of damages caused with fraudolent intention by its personnel. Art. 6.c - MIX is relieved of all liability for consequences arising from interruptions, failures, malfunctioning and in any event from poor service attributable to electric power suppliers and in any case arising from unforeseen and/or unpredictable events, force majeure events, or for all events which are beyond MIX control. Art. 6.d MIX is not in any event involved in any negotiation between the Requesting Company and its client for the supply of access circuitry to MIX. Art. 6.e MIX is not in any event involved in any negotiation between the Requesting Company and any other operator located in its data room for the supply of interconnection circuitry between apparatus of different operators. Article 7 Fees and Conditions of Payment Art. 7.a For the basic configuration (U0) the Requesting Company shall pay to MIX the sums under Chapter 3 of Annex B Art. 7.b In the event of extensions to the basic configuration the Requesting Company shall pay the sums related to the parameter Un defined under Chapter 3 of Annex B. Art. 7.c In the case of provision of the services under Article 2.b and described under paragraphs 4.3 and 4.4 of Annex A, in addition to the charges above-mentioned, the charge related to parameter Cn defined under Chapter 3 of Annex B will be applied. Art. 7.d In the case of provision of the service under Article 2.c and described under Article 4.5 of Annex A, in addition to the charges above-mentioned, the charge related to parameter H24 defined under Chapter 3 of Annex B will be applied. Art. 7.e As regards conditions of payment, the charges related to parameter U0, Un, and H24 are to be considered annual fees; the charges related to parameters Cn, are to be considered annual charges. Fees are payed in two half-yearly instalments. For the first invoice, fees will be payed for the period covering the time of delivery of the service to the expiration of the semester; billing for following semesters will be half-yearly. Annual charges will be invoiced on delivery of service and independently of the initial period of provision of service. Art. 7.f The afore-mentioned sums are net of VAT and shall be paid within 60 (sixty) days from the invoice date as follows: bank transfer using the account details shown on the invoices. Art. 7.g In the case of failure to pay within the term under 7.f, MIX reserves the right to suspend the Service, with 30 (thirty) days' prior written notice by registered post with return receipt requested. Such a notice of suspension of Page 7 of 10

service will be sent also to common clients and the Requesting Company hereby consents to such notice being given. Article 8 Term and modification of the Agreement Art. 8.a - This Agreement shall be effective from the signature date to 31st December of the same year and shall tacitly renew itself annually unless terminated by prior written notice of 90 (ninety) days before the expiry date, notice to be sent by registered post with return receipt requested. Art. 8.b - The MIX will notify to the Requesting Company any modification to the Agreement and/or its Annexes within 60 days by the date the modifications become effective. The modification will be considered tacitly accepted by the Requesting Company unless otherwise communicated to the MIX by written notice of 30 days after the date of the modifications communication, notice to be sent by registered post with return receipt request. Art. 8.c Any modification to the Agreement requested by the Requesting Company shall be effective only if mutually agreed in writing by the authorised representatives of the Parties. Article 9 Termination of the Agreement Art. 9.a MIX may take the Agreement to be effectively terminated by giving written notice by registered post with return receipt requested to the Requesting Company of the wish to take advantage of this express termination clause save for payment of damages, in the event that the Requesting Company should not fulfil its obligations under this Agreement and, in particular, in cases of: tampering with the rack and/or equipment housed in it and/or third-party plant housed by MIX or belonging to MIX; failure to pay fees within the mutually agreed terms and conditions; failure to fulfil the obligation to provide access to any MIX client requesting such access, except where provided for under 2.f for untrustworthy clients; in the event that the Agreement be assigned without prior written consent expressed by MIX; and furthermore: in the event that the Requesting Company become part of a merger, a division, a company transfer, or transfer of a company division, a leasing of the company, or that control should be taken over except where the party taking over the legal obligations of the Requesting Company should respond in MIX's view to the formal and technical requirements under the Agreement for the provision of the Service, so that such a party shall be understood to be taking over the obligations under this Agreement; in the event that the Requesting Company be subject to legal proceedings. Art. 9.b In the event that the Agreement be terminated for any reason, the Equipment and machinery shall be removed by the Requesting Company within 60 (sixty) days from the date of assignment; MIX shall be responsible for the safe-keeping of the above -mentioned Equipment until collection of the Equipment by the Requesting Company and, in any event, for no longer than 60 (sixty) days from the date of termination. Article 10 Confidentiality Art. 10.a Neither Party shall divulge or in any way make available to third parties confidential information news documentation or information directly or indirectly connected with the work carried out, the organisation, operations and/or specific know-how of the other Party in its possession for whatever reason, except for such news or information which is or becomes public knowledge, which should rightfully have been brought to the knowledge of the other Party by third-parties for a sound reason, in this case, in any event requesting authorisation from the other party, or which is to be used by the Party to protect its own interests before judicial or other competent authorities. Art. 10.b Neither Party shall duplicate or reproduce the documentation of the other Party except for such documentation as is necessary for the provision of the services under this Agreement. Page 8 of 10

Art. 10.c Confidentiality requirements shall hold for a period of 5 (five) years after expiry of the Agreement. Art. 10.f - The Requesting Company declares that it has been informed by MIX pursuant to art. 10 of law no.675 of 31st December 1996, and subsequent modifications that the personal data handed over to MIX for drawing-up and performance of the Agreement and for the provision of the Service will be handled manually and electronically in conformity with appropriate data security and protection measures for the above-mentioned aims and also for performance and fulfilment of the obligations under the Agreement, and for those aims pursued under State Law and EU Regulations and Community Law, and that the Requesting Company has provided its consent for such purposes. Article 11 Court of Jurisdiction Any dispute arising between the Parties out of or relating to the Agreement shall be resolved by the Court of Milan, as competent court, exclusively notwithstanding any other competing court. Article 12 Notices Art. 12.a All notices or other communication hereunder from the Requesting Company relating to legal or administrative matters are to be addressed as follows: MIX Sr.L., for the attention of Segreteria Generale Via Caldera 21, 20153 Milano (Italy) Telephone: +39 02 40915701 Fax: +39 02 40915693 e-mail: sg@mix-it.net Art. 12.b All notices or other communication hereunder from the Requesting Company concerning the Equipment or anomalies concerning it are to be addressed as follows: MIX Sr.L., For the attention of MIX-NOC Telephone: +39 02 40915701 Mobile: + 39 348 4512708 Fax: +39 02 40915693 e-mail: noc@mix-it.net Art. 12.c All notices or other communication hereunder from MIX relating to legal and contractual matters are to be addressed as follows: Name and Surname:... Address :... Telephone:... Fax:... e-mail:... Art. 12.d All notices or other communication hereunder from MIX relating to administrative matters are to be addressed as follows: Name and Surname:... Address :... Telephone:... Fax:... e-mail:... Page 9 of 10

Art. 12.e The MIX invoices will be addressed as follows: Attention of:... e-mail :... Telephone:... Fax:... Art. 12.f All notices or other communication hereunder from MIX concerning the Equipment or anomalies concerning it are to be addressed as follows: Name and Surname:... Address :... Telephone:... Fax:... e-mail:... Article 13 Other Provisions Art. 13.a This Agreement supersedes all prior oral or written agreement between the parties with respect to the subject-matter and scope hereof. Art.13.b This Agreement is written and stipulated in Italian. Any translation of the Agreement in any other language shall to be considered as an unofficial translation made for courtesy and lacking in any legal effectiveness Article 14 Annexes The following Annexes are hereby incorporated into the Agreement: Annex A - Technical and Organisational Specifications [MIX-112e] Annex B Fees [MIX-113e] Annex C Data Protection Rules [MIX-107] Place and date, MIX S.r.l.... The President The Authorised Representative Ing. Giuseppe Marino... Pursuant to Arts. 1341 and 1342 of the Civil Code, the Requesting Company hereby declares that it has seen and is aware of and also specifically approves in writing the following Articles and sub-articles: Article 2 Scope Provision of Service Conditions : sub-article 2.f; Article 4 Requesting Company Obligations : sub-article 4.a.c, sub-article 4.e; Article 6 Liability : sub-article 6.a, sub-article 6.b, sub-article 6.c; Article 7 Fees and Conditions of Payment : sub- Article 7.f, sub-article 7.g; Article 8 Term of Agreement : sub-article 8.a, sub-article 8.b, sub-article 8.c; Article 9 Termination of the Agreement : sub-article 9.a, sub-article 9.b; Article 11 Court of Jurisdiction ; Article 13 Other provisions sub-article 13.a Place and date... The Authorised Representative... Page 10 of 10