Common use of Noncompetition Clause in Contracts

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the Company. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee provides no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeExecutive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee Executive has had and will continue to have access to Confidential Information Information, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee Executive would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, (v) the Employee Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates in the course of the EmployeeExecutive’s employment. Accordingly, during the EmployeeExecutive’s employment hereunder and for a period of one year thereaftereighteen (18) months thereafter provided, however, that in the event that the Executive’s is receiving the enhanced benefits pursuant to Section 7(c)(ii) due to the Executive’s termination in connection with a Change in Control, twelve (12) months (the “Restricted Period”), the Employee Executive agrees that the Employee Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiringinternational or domestic maritime transport of petroleum or petroleum-based products, owningincluding but not limited to crude oil and refined petroleum products (the “Business”), leasingin each case in any locale of any country (and including, and/or financing cannabis properties for the avoidance of doubt, shipping through international waters) in which or any other business in from which the Company has engaged or have active plans to engage during conducts business as of the last twenty-four (24) months end of Employee’s employment with the CompanyEmployment Term. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee provides Executive has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which the Employee was engaged immediately prior to the Termination business of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee acknowledges (a) For a period of seven (7) years after the Closing Date (the "Non-Compete Term"), neither Seller nor any of Seller's Affiliates shall directly or indirectly engage or participate in, or provide Merchant acquiring consulting services to, any business which engages in the Merchant Acquiring Business in the Territory (as hereinafter defined). Seller and Seller's Affiliates also shall not, during the Non-Compete Term, market or sell any product that requires or involves an integrated merchant acquiring Credit Card or Debit Card transaction processing function (an "Integrated Product"), unless Seller offers to Purchaser the opportunity to perform the merchant acquiring Credit Card or Debit Card transaction processing services by providing a written notice to Purchaser containing a description of the Integrated Product, after which (i) Purchaser shall have forty five (45) days, or such shorter period (which shall not be unreasonably short) as required under the Employee performs circumstances and designated by Seller, from the receipt of notice from Seller to accept Seller's offer to perform the merchant acquiring Credit Card or Debit Card transaction processing services of a unique nature for in connection with the Company that are irreplaceable, Integrated Product and that the Employee’s performance of (ii) Purchaser shall provide such merchant acquiring Credit Card or Debit Card transaction processing services at rates at least as low as Purchaser provides such services to a competing business will result in irreparable harm similar size customers requiring similar services at similar volumes. If Purchaser fails to accept Seller's offer within the Companydesignated time period, (ii) whether because Purchaser cannot provide competitive pricing, any required functionality or otherwise, Seller shall be entitled to enter into an agreement with another processor to develop, market and sell the Employee has had and will continue Integrated Product notwithstanding any provision of this Article XI. If Purchaser accepts Seller's offer, Seller agrees to have access to Confidential Information whichmarket the Integrated Product with Purchaser performing the merchant acquiring Credit Card or Debit Card functions; provided, however, if discloseda potential customer for the Integrated Product is a Person that is not a customer of Purchaser and has previously engaged another Person to provide transaction processing, would unfairly and inappropriately assist Seller may offer such non-customer an Integrated Product with a third-party transaction processor; provided, further, Seller shall not actively market such Integrated Product with a third-party transaction processor to other parties besides such non-customer in competition against with Integrated Products with Purchaser performing the Company merchant acquiring Credit Card or any of its affiliatesDebit Card functions. Furthermore, (iii) in the course of the Employee’s employment by a competitorSeller shall be entitled to develop, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company market and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, perform or attempt to perform Prohibited Services sell Stand-Alone Products (as defined below) for to merchant transaction processors besides Purchaser, regardless of whether such processors integrate the Stand-Alone Products with such processor's acquiring products and services and then market and sell such integrated products to merchants, provided such integrated products are not marketed or sold by Seller or under Seller's name, marks or brand name. Nothing in this Article XI is intended, or should be construed, to prevent or restrict Seller's ability to develop, market and sell any Competitive Business other product (as defined belowthe "Stand-Alone Products") anywhere within the Restricted Territory (as defined below)that does not involve or require a merchant acquiring Credit Card or Debit Card transaction processing function. For example (and for purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the Company. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee provides no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (billustration only), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) Seller shall not be violated by prevented from developing, marketing and selling the Employee commencing employment with a subsidiaryfollowing products: smart card issuance and processing, division electronic commerce or unit "E-commerce," non-credit card processing, digital certificate authorization, on- line debit point of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee sale technology, pre-paid debit cards and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10closed-loop payment systems.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services in violation of this provision to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, and (viv) the Employee has received generated and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. employment Accordingly, during the Employee’s employment hereunder and for a period of one year thereaftersix (6) months thereafter (the “Noncompete Period”), the Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to engaged in competition with the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any of its subsidiaries or affiliates or in any other material business in which the Company has or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have active plans planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business or otherwise engage during in conduct that interferes or conflicts with the last twenty-four (24) months of Employee’s employment with duties to the CompanyCompany or creates a potential business or fiduciary conflict. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five three percent (53%) of the equity securities or public debt of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatessubsidiaries or affiliates or through a private equity, venture capital or other commingled fund, so long as the Employee provides has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which the Employee was engaged immediately prior to the Termination business of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employmentcorporation. In addition, the provisions of this Section 10(b8(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its subsidiaries or affiliates so long as: (i) as the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its subsidiaries or affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10.

Noncompetition. THIS SECTION 10(a) WILL HAVE NO FORCE OR EFFECT, AND WILL NOT BE DEEMED A PART OF THIS AGREEMENT, DURING ANY AND ALL PERIODS IN WHICH THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN THE STATE OF CALIFORNIA, BUT WILL BECOME IMMEDIATELY EFFECTIVE IF AND TO THE EXTENT THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. The Employee Executive acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) with the Company and its affiliates have substantial relationships Affiliates and their predecessors, the Executive will become familiar with their customers the trade secrets of, and the Employee has had and will continue to have access to these customersother confidential information concerning, (v) the Employee has received and will receive specialized training from the Company and its affiliatesAffiliates and their predecessors, that the Executive’s services will be of special, unique and (vi) the Employee is expected extraordinary value to generate goodwill for the Company and its affiliates Affiliates and that the Company’s ability to accomplish its purposes and to successfully pursue its business plan and compete in the course marketplace depends substantially on the skills and expertise of the Employee’s employmentExecutive. AccordinglyTherefore, and in further consideration of the compensation being paid to the Executive hereunder, the Executive agrees that, during the Employee’s employment Employment Period and for a period of one year thereaftertwelve months following the termination of the Employment Period for any reason (the “Restricted Period”), the Employee agrees that the Employee Executive will notnot directly or indirectly own, whether on the Employee’s own behalf or on behalf manage, control, participate in, consult with, render services for, or in conjunction with any person, firm, partnership, joint venture, association corporation or other manner engage in any business organization, directly or indirectly, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment competing with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes businesses of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the Company. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee provides no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entityAffiliates, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with country where the Company or any its Affiliates conducts business; provided, however, that passive investments amounting to no more than three percent of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in voting equity of a business and the Executive’s other current positions and activities described in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 103 will not be prohibited hereby.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company Group that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the CompanyCompany Group, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliatesGroup, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have Group has substantial relationships with their respective customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliatesGroup, and (vi) the Employee is expected has generated and will continue to generate goodwill for the Company and its affiliates Group in the course of the Employee’s employment. Accordingly, during the Employee’s employment with any Company Group Member and for a period of one (1) year thereafterthereafter (the “Restricted Period”), the Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties competition with any Company Group Member or in any other material business in which any Company Group Member is engaged on the date of termination or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which any Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the CompanyGroup Member conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five two percent (52%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesGroup, so long as the Employee provides has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which the Employee was engaged immediately prior to the Termination business of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee acknowledges agrees that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment term of this Agreement and for a period of one (1) year thereafterafter the last payment from the Company to Employee has been delivered, the Employee agrees that the Employee will not, whether on without the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, perform or attempt to perform Prohibited Services prior written consent of the Company (as defined below) which consent may be withheld for any Competitive Business (as defined below) anywhere reason), provide services, within the Restricted Territory (as defined below). For purposes of this AgreementUnited States and in locations where Company customers are located, “Prohibited Services” are any services that are the same or substantially similar to the services to be provided by Employee provided under this Agreement to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in a business which is substantially similar to the business of acquiringCompany's Business, owning, leasing, and/or financing cannabis properties or any other business in which the Company has engaged or have active plans can reasonably be expected to engage during the last twenty-four (24) months of Employee’s employment compete with the Company's Business. Notwithstanding anything herein which may be construed to the foregoingcontrary, nothing herein Employee shall prohibit be free to use and employ Employee's general skills, know-how and expertise, and to use, disclose and employ any generalized ideas, concepts, know-how, methods, techniques or skills gained or learned during the Employee from (i) being a passive owner course of not more than five percent (5%) of providing the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesservices hereunder, so long as Employee acquires and applies this information without disclosure of any Confidential Information of the Company and without violating the terms of this Section 17. The term of this noncompetition covenant shall be tolled during any period of actual competition by the Employee provides no Prohibited Services and/or any period of litigation required to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in enforce the same capacity in which Employee's obligations under this Agreement. The Company acknowledges that the Employee was engaged immediately prior to the Termination is a part-time employee of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity ofUnited Therapeutics Corporation and Northern Therapeutics Corporation, and the Company agrees that Employee’s role with's work for such companies, such firmas of the Effective Date, corporation or other entity and (b) does not fall within the Board has previously approved in writing scope of services that competes with the Employee’s role with such firm, corporation or other entityCompany's Business; provided however, in the case event the scope of both (a) and (b), prior the services provided by Employee to such companies or the Employee’s termination scope of employment. In additionthe Company's Business change such that the services provided by Employee to such companies or other third parties compete with the Company's Business, the provisions provision of this Section 10(b) shall not Paragraph with respect to noncompetition will apply and may be violated enforced by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10Company.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to engaged in competition with the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any of its subsidiaries or affiliates or in any other material business in which the Company has or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have active plans planned, on or prior to engage during such date, to be engaged in on or after such date, in any locale of any country in which the last twenty-four (24) months of Employee’s employment with the CompanyCompany conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee provides has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which the Employee was engaged immediately prior to the Termination business of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employmentcorporation. In addition, the provisions of this Section 10(b9(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its subsidiaries or affiliates so long as: (i) as the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its subsidiaries or affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeExecutive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee Executive has had and will continue to have access to Confidential Information Information, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee Executive would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, (v) the Employee Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates in the course of the EmployeeExecutive’s employment. Accordingly, during the EmployeeExecutive’s employment hereunder and for a period of one year thereaftertwelve (12) months thereafter (the “Restricted Period”), the Employee Executive agrees that the Employee Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiringinternational or domestic maritime transport of petroleum or petroleum-based products, owningincluding but not limited to crude oil and refined petroleum products (the “Business”), leasingin each case in any locale of any country (and including, and/or financing cannabis properties for the avoidance of doubt, shipping through international waters) in which or any other business in from which the Company has engaged or have active plans to engage during conducts business as of the last twenty-four (24) months end of Employee’s employment with the CompanyEmployment Term. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee provides Executive has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which the Employee was engaged immediately prior to the Termination business of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique an important nature for the Company that are irreplaceableand any of its subsidiaries and controlled affiliates, and that the EmployeeExecutive’s performance of such services to a competing business will may result in irreparable harm to the CompanyCompany and its subsidiaries and controlled affiliates, (ii) Executive is a member of the Employee executive and management personnel of the Company and its subsidiaries and controlled affiliates, (iii) Executive has had and will continue to have access to Confidential Information (as defined below) and trade secrets which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its subsidiaries and controlled affiliates, (iiiiv) in the course of the EmployeeExecutive’s employment by a competitor, the Employee would inevitably Executive could use or disclose such Confidential InformationInformation and trade secrets, (ivv) the Company and its subsidiaries and controlled affiliates have substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its subsidiaries and controlled affiliates in the course of the EmployeeExecutive’s employment. Accordingly, during the Employee’s employment Employment Term and for a 12 months following the Termination Date, or during such longer period of one year thereafter(not to exceed 18 months) that Executive is receiving severance benefits under the Severance Plan or Section 6(c) above, the Employee Executive agrees that the Employee Executive will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, perform own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or attempt otherwise, and whether or not for compensation) or render services to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreementperson, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Companyin whatever form, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business a Competing Business in any locale of acquiring, owning, leasing, and/or financing cannabis properties or any other business country in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the Companyits subsidiaries and controlled affiliates conduct business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five four and ninety nine one hundredths percent (54.99%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries and controlled affiliates, so long as the Employee provides Executive has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which business of such corporation. For purposes of this Agreement, the Employee was term “Competing Business” shall mean (x) any business that (A) is engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, primarily in the case design and/or delivery of both customized software solutions to third party customers and/or (aB) and is engaged primarily in the provision of information technology consulting services to third party customers (b)that, prior to the Employee’s termination of employment. In additionis in each case, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition is competitive with the Company or its Subsidiaries), and/or (y) for the avoidance of doubt, any of its affiliates so long as: the following (i) including any Affiliates thereof, any successor entities thereto and any businesses or divisions divested therefrom): Accenture PLC*, Aricent Inc., Boston Consulting Group*, Deloitte & Touche LLP*, Ciklum ApS, CapGemini SE, CGI Group Inc., Cognizant Technology Solutions Corporation, DXC Technology Company, Elephant Ventures, LLC, EPAM Systems, Inc., Equal Experts Inc., Globant LLC, HCL Technologies Limited, Hexaware Technologies Limited, International Business Machines Corp., Infosys Limited, iSoftStone Holdings Limited, KPMG US LLP*, McKinsey & Company*, Mindtree Limited, NearForm Ltd, Ness Technologies Inc., Persistent Systems Ltd., Perficient, Inc., PricewaterhouseCoopers LLP*, Sapient Corporation, SoftServe, Inc., Symphony Teleca Corporation, Tech Mahindra Limited, RazorFish, LLC, Three Pillar Global, Inc., VanceInfo Technologies Inc., Wipro Limited, Xebia Nederland B.V. For the Employee avoidance of doubt, Competing Business shall not include software product companies that offer customized solutions for such products and such subsidiary, division or unit does are not engage in a business in competition competitive with the Company or any its Subsidiaries with respect to provision of information technology services to third party customers.1 As used herein, “competitive with the Company or its affiliates; and (ii) Subsidiaries” means the Employee informs such entity provision of the restrictions contained in this Section 10same or similar solutions or services of the Company or its Subsidiaries.

Noncompetition. The Employee Executive expressly acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceableand its Subsidiaries market and sell products globally, and given the Executive’s substantial experience and expertise in the industry including his/her significant exposure, access to, and participation in the development of the Company’s and its Subsidiaries’ strategy, marketing, intellectual property and confidential and proprietary information, his/her business affiliation with any individual or entity that sells or develops products similar to, or that may serve as a substitute for, the EmployeeCompany’s performance or any of such services to a competing business will result in its Subsidiaries’ products, would cause substantial and irreparable harm to the Company’s, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of and/or its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employmentSubsidiaries’ business. Accordingly, during the Employee’s employment and for a period of one year thereafter, the Employee Executive agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s his/her employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the Company. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesSubsidiaries, so long as and for a period after the Employee provides no Prohibited Services termination of his/her employment with the Company and its Subsidiaries equal to such corporation (i) thirty-six (36) months if the Executive’s employment by the Company or a Subsidiary is terminated within a Protection Period or (ii) owningtwelve (12) months if the Executive’s employment by the Company or a Subsidiary is terminated outside of a Protection Period, managingthe Executive shall not, operatingdirectly or indirectly, controllingother than on behalf of the Company or its Subsidiaries, participate or become involved as an owner, partner, member, director, officer, employee, or being employed by consultant, or otherwise enter into any firmbusiness relationship, corporation with any individual or entity anywhere in the world that develops, produces, manufactures, sells, or distributes starch, corn, rice, potato, stevia, strawberry and other agricultural raw materials, oils, sweeteners, starches, concentrates, essences or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated products produced by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long asSubsidiaries or that could be used as a substitute for such products including, but not limited to, Tapioca, Manioc, Yucca or Potato starches; Dextrose, Stevia-based or other high intensity sweeteners, Glucose, Polyols, HFCS, High Meltose syrup, texturants, and Maltodextrin sweeteners; Prebiotics; Omega-3; seed development, emulsifiers, encapsulants, non-synthetic green products, Plant derived calcium and minerals; Inulin fibers, Resins used in adhesives and fragrances, Corn oil, Gluten protein, Caramel Color, fruit concentrates, fruit purees, fruit essences or formulated fruit products, vegetable concentrates, vegetable purees, vegetable essences or formulated vegetable products, hydrocolloid products, systems and blends, and specifically including but not limited to the following entities that manufacture such or similar products: (i) the Employee ADM, Cargill, Bunge, Roquette, and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10Xxxx & Xxxx.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique an important nature for the Company that are irreplaceableCompany, and that the EmployeeExecutive’s performance of such services to a competing business will may result in irreparable harm to the CompanyCompany Group, (ii) Executive is a member of the Employee executive and management personnel of the Company and its subsidiaries and controlled affiliates, (iii) Executive has had and will continue to have access to Confidential Information (as defined below) and trade secrets which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliatesGroup, (iiiiv) in the course of the EmployeeExecutive’s employment by a competitor, the Employee would inevitably Executive could use or disclose such Confidential InformationInformation and trade secrets, (ivv) the members of Company and its affiliates Group have substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates Group in the course of the EmployeeExecutive’s employment. Accordingly, during the Employee’s employment Employment Term and for a 12 months following the Termination Date, or during such longer period of one year thereafter(not to exceed 18 months) that Executive is receiving severance benefits under the Severance Plan or Section 11(c) above, the Employee Executive agrees that the Employee Executive will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, perform own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or attempt otherwise, and whether or not for compensation) or render services to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreementperson, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Companyin whatever form, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business a Competing Business in any locale of acquiring, owning, leasing, and/or financing cannabis properties or any other business country in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the Companyits subsidiaries and controlled affiliates conduct business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five four and ninety nine one hundredths percent (54.99%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesGroup, so long as the Employee provides Executive has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity business of such corporation. For purposes of this Agreement, the term “Competing Business” shall mean (x) any business that (A) is engaged primarily in which the Employee was design and/or delivery of customized software solutions to third party customers and/or (B) is engaged immediately prior primarily in the provision of information technology consulting services to third party customers (that, is in each case, is competitive with the Termination Company Group), and/or (y) for the avoidance of doubt, any of the Employee’s employment hereunderfollowing (including any Affiliates thereof, as long as (a) any successor entities thereto and any businesses or divisions divested therefrom): Accenture PLC*, Aricent Inc., Boston Consulting Group*, Deloitte & Touche LLP*, Ciklum ApS, CapGemini SE, CGI Group Inc., Cognizant Technology Solutions Corporation, DXC Technology Company, Elephant Ventures, LLC, EPAM Systems, Inc., Equal Experts Inc., Globant LLC, HCL Technologies Limited, Hexaware Technologies Limited, International Business Machines Corp., Infosys Limited, iSoftStone Holdings Limited, KPMG US LLP*, McKinsey & Company*, Mindtree Limited, NearForm Ltd, Ness Technologies Inc., Persistent Systems Ltd., Perficient, Inc., PricewaterhouseCoopers LLP*, Sapient Corporation, SoftServe, Inc., Symphony Teleca Corporation, Tech Mahindra Limited, RazorFish, LLC, Three Pillar Global, Inc., VanceInfo Technologies Inc., Wipro Limited, Xebia Nederland B.V. For the Board has been apprised avoidance of the identity ofdoubt, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) Competing Business shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity include software product companies that engages in a business in competition offer customized solutions for such products and are not competitive with the Company or any its Subsidiaries with respect to provision of its affiliates so long as: (i) the Employee and such subsidiaryinformation technology services to third party customers.1 As used herein, division or unit does not engage in a business in competition “competitive with the Company or any of its affiliates; and (ii) Subsidiaries” means the Employee informs such entity provision of the restrictions contained in this Section 10same or similar solutions or services of the Company or its Subsidiaries.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business “Competitive Business” (as defined below) will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of and its affiliates, (iii) in the course of the Employee’s employment by a competitorCompetitive Business, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received generated and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment, (vi) the Company has invested significant time and expense in developing the Confidential Information and goodwill, and (vii) the Company’s operations and the operations upon with the Employee works are nationwide in scope. Accordingly, during the Employee’s employment hereunder and for a period of one year thereaftertwelve (12) months following (x) a termination of the Employee other than for Cause (y) a termination by the Employee for Good Reason or (z) termination of the Employee’s employment as a result of the Company’s non-extension of the Employment Term as provided in Section 1 hereof (each a “Qualifying Termination”), the Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any engaged in a Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the CompanyUnited States. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five two percent (52%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesCompetitive Business, so long as the Employee provides has no Prohibited Services active participation in the business of such corporation. For purposes hereof, the term “Competitive Business” shall mean any net leased real estate investment trust and the term “Employee’s Termination” shall mean the date the Employee ceases to such corporation or (ii) owning, managing, operating, controlling, or being be employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company for whatever reason, whether voluntarily or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10involuntarily.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company Group that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the CompanyCompany Group, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company Group and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company Group and its affiliates, and (vi) the Employee is expected has generated and will continue to generate goodwill for the Company Group and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one year twelve (12) months thereafter, the Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in (i) the fast casual restaurant business in North America that derives at least twenty percent (20%) of acquiring, owning, leasing, and/or financing cannabis properties its revenue from the sale of Mediterranean inspired items or in any other material business in which the Company has Group or any of its affiliates is engaged or have active plans to engage during on the last twenty-four (24) months date of the Employee’s termination of employment with the Companyor in which they have planned, on or prior to such date, to be engaged in on or after such date. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company Group or any of its affiliates, so long as the Employee provides has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which the Employee was engaged immediately prior to the Termination business of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeExecutive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee Executive has had and will continue to have access to Confidential Information Information, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee Executive would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, (v) the Employee Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates in the course of the EmployeeExecutive’s employment. Accordingly, during the EmployeeExecutive’s employment hereunder and for a period of one year thereaftersix (6) months thereafter (the “Restricted Period”), the Employee Executive agrees that the Employee Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiringinternational or domestic maritime transport of petroleum or petroleum-based products, owningincluding but not limited to crude oil and refined petroleum products (the “Business”), leasingin each case in any locale of any country (and including, and/or financing cannabis properties for the avoidance of doubt, shipping through international waters) in which or any other business in from which the Company has engaged or have active plans to engage during conducts business as of the last twenty-four (24) months end of Employee’s employment with the CompanyEmployment Term. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee provides Executive has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which the Employee was engaged immediately prior to the Termination business of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeExecutive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee Executive has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee Executive would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, (v) the Employee Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates in the course of the EmployeeExecutive’s employment. Accordingly, during the EmployeeExecutive’s employment hereunder and for a period of one year two years thereafter, the Employee Executive agrees that the Employee Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to engaged in competition with the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any of its subsidiaries or affiliates or in any other material business in which the Company has or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have active plans planned, on or prior to engage during such date, to be engaged in on or after such date, in any locale of any country in which the last twenty-four (24) months Company conducts business other than with the written consent of Employee’s employment with the Company granted by either the then President and Chief Executive Officer of the Company or the Board of Directors of the Company. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee provides Executive has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which the Employee was engaged immediately prior to the Termination business of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee acknowledges that (a) Seller agrees that, commencing on the Closing Date and until the later of (i) three (3)-years following the Employee performs services of a unique nature for the Company that are irreplaceable, Closing Date and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company valid expiration or any of its affiliates, (iii) in the course termination of the Employee’s employment by a competitorA&R Supply Agreement (including any extensions to the term thereof) (the period when Seller is restricted, the Employee would inevitably use or disclose such Confidential Information“Non-Compete Period”), (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliatesSeller shall not, and (vi) the Employee is expected to generate goodwill for the Company shall cause its Subsidiaries and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organizationcontrolled Affiliates not to, directly or indirectly, perform (i) engage anywhere in the world in any business that competes with the Business as the Business is conducted, or attempt contemplated to perform Prohibited Services be conducted, on the Closing Date (a “Competing Business”); (ii) have an interest in, manage, control, provide financing to or participate in (whether as defined belowan owner, operator, manager, consultant, officer, director, employee, investor, agent, representative or otherwise) for any Competitive Person that engages directly or indirectly in a Competing Business in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee, or consultant; (as defined belowiii) anywhere within intentionally interfere in any material respect with the Restricted Territory business relationships (as defined below). For purposes whether formed prior to or after the date of this Agreement) between the Business and customers, “Prohibited Services” are suppliers, distributors and sales representatives of the Business or (iv) design, supply, distribute, market or manufacture electric motors to any services Competing Business; provided that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the Company. Notwithstanding the foregoing, nothing herein shall prohibit (x) the Employee from acquisition by Seller or any of its Affiliates of a diversified business having not more than ten percent (i10%) being of its sales (based on its latest annual consolidated financial statements) attributable to any business that is a Competing Business other than the Competing Businesses set forth on Section 5.9 of the Disclosure Schedule (the “Specified Businesses”), (y) the acquisition by Seller or any of its Affiliates of a diversified business (other than any Specified Business) having more than ten percent (10%) of its sales (based on its latest annual consolidated financial statements) attributable to any Competing Business; provided that Seller divests such Competing Business or a portion thereof so that the Competing Business represents not more than ten percent (10%) of such diversified business’s sales (based on its latest annual consolidated financial statements), within twelve (12) months following consummation of such acquisition or (z) the acquisition, holding of investments or direct or indirect passive owner ownership by Seller or any of its Affiliates of any voting stock, capital stock or other equity interest of any Person engaged in a Competing Business (other than any Specified Business), so long as such ownership interest represents not more than five percent (5%) of the aggregate voting power or outstanding capital stock or other equity securities interests of such Person. The foregoing shall not, in any way, limit or effect Seller’s ability to perform its obligations under the Transition Services Agreement. This Section 5.9 shall cease to be applicable to any Person at such time as it is no longer a publicly traded corporation engaged in Subsidiary of Seller and shall not apply to any Person that purchases assets, operations or a business that is in competition with the Company from Seller or any one of its affiliatesSubsidiaries, so long as the Employee provides no Prohibited Services to if such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination Person is not a Subsidiary of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, Seller after such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10transaction is consummated.

Noncompetition. THIS SECTION 9(A) SHALL HAVE NO FORCE OR EFFECT, AND SHALL NOT BE DEEMED A PART OF THE AGREEMENT DURING ANY AND ALL PERIODS IN WHICH THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN THE STATE OF CALIFORNIA, BUT SHALL BECOME IMMEDIATELY EFFECTIVE IF AND TO THE EXTENT THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. The Employee Executive acknowledges that (i) in the Employee performs services course of a unique nature for his employment with the Company that are irreplaceableand its Affiliates and their predecessors, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee he has had and will continue to have access to Confidential Information whichbecome familiar with the trade secrets of, if disclosedand other confidential information concerning, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers Affiliates, that the Executive's services will be of special, unique and the Employee has had and will continue extraordinary value to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliatesAffiliates and that the Company's ability to accomplish its purposes and to successfully pursue its business plan and compete in the marketplace depends substantially on the skills and expertise of the Executive. Therefore, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course further consideration of the Employee’s employment. Accordinglycompensation being paid to the Executive hereunder, the Executive agrees that, during the Employee’s employment Employment Period and for a period of one year thereafter, twelve months following the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes Executive's termination of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the CompanyCompany for any reason other than a termination of employment in which Section 8(d) hereof applies (in which case the restrictions set forth in Section 9 of this Agreement shall not apply) (the "Restricted Period"), includinghe shall not directly or indirectly own, without limitationmanage, brokerage or advisory servicescontrol, participate in, consult with, render services for, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means in any person or entity engaged manner engage in the any business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment competing with the Company. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner businesses of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or its Affiliates, in any of country where the Company or its affiliatesAffiliates conducts business; provided, so long as the Employee provides however, that passive investments amounting to no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination more than three percent of the Employee’s employment hereunder, as long as (a) the Board has been apprised voting equity of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) a business shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10prohibited hereby.

Noncompetition. The Employee acknowledges (a) As an inducement to cause Buyer to enter into this Agreement, Seller agrees that during the 36-month period commencing on the Closing Date (i) the Employee performs services of a unique nature for the Company that are irreplaceable“Restricted Period”), and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or neither Seller nor any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organizationSubsidiaries shall engage, directly or indirectly, perform or attempt to perform Prohibited Services (as defined below) for in any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services business that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment competes with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged Business anywhere in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which world as it exists on the Company has engaged or have active plans to engage during the last twenty-four Closing Date (24) months of Employee’s employment with the Company. Notwithstanding the foregoing, a “Competing Business”); provided that nothing herein shall prohibit (x) the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company acquisition by Seller or any of its affiliatesAffiliates of a diversified business having not more than 20% of its sales (based on its latest annual financial statements) attributable to any Competing Business, (y) the acquisition by Seller or any of its Affiliates of a diversified business having more than 20% of its sales (based on its latest annual financial statements) attributable to any Competing Business; provided that Seller shall use its reasonable best efforts to divest such Competing Business or a portion thereof so that the Competing Business represents not more than 20% of such diversified business’s sales (based on its latest annual financial statements), within 12 months following consummation of such acquisition or (z) the acquisition, holding of investments or direct or indirect ownership by Seller or any of its Affiliates of any voting stock, capital stock or other equity interest of any Person engaged in a Competing Business, so long as such ownership interest represents not more than 20% of the Employee provides no Prohibited Services to aggregate voting power or outstanding capital stock or other equity interests of such corporation Person. For the avoidance of doubt and notwithstanding the foregoing, (A) the design, manufacture, sale and/or servicing of any products sold or in production in a line of business other than the Business (ii) owning, managing, operating, controllingas conducted, or being employed as contemplated to be conducted, on the Closing Date) by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company Seller or any of its affiliates so long as: Affiliates shall not be considered a Competing Business and (iB) the Employee and such subsidiaryforegoing shall not, division in any way, limit or unit does not engage effect Seller’s ability to operate a Deferred Business in a business in competition accordance with the Company terms of this Agreement or any of perform its affiliates; and (ii) obligations under the Employee informs such entity of the restrictions contained in this Section 10Transition Services Agreement.

Noncompetition. THIS SECTION 10(a) SHALL HAVE NO FORCE OR EFFECT, AND SHALL NOT BE DEEMED A PART OF THIS AGREEMENT, DURING ANY AND ALL PERIODS IN WHICH THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN THE STATE OF CALIFORNIA, BUT SHALL BECOME IMMEDIATELY EFFECTIVE IF AND TO THE EXTENT THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. The Employee Executive acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s Executive's employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) with the Company and its affiliates have substantial relationships with Affiliates and their customers and predecessors, the Employee Executive has had and will continue to have access to these customersbecome familiar with the trade secrets of, (v) the Employee has received and will receive specialized training from other confidential information concerning, the Company and its affiliatesAffiliates and their predecessors, that the Executive's services will be of special, unique and (vi) the Employee is expected extraordinary value to generate goodwill for the Company and its affiliates Affiliates and that the Company's ability to accomplish its purposes and to successfully pursue its business plan and compete in the course marketplace depends substantially on the skills and expertise of the Employee’s employmentExecutive. AccordinglyTherefore, and in further consideration of the compensation being paid to the Executive hereunder, the Executive agrees that, during the Employee’s employment Employment Period and for a period of one year thereafter, twelve months following the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes Executive's termination of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the CompanyCompany for any reason other than a termination of employment in which Section 9(d) hereof applies (in which case the restrictions set forth in this Section 10 shall not apply) (the "Restricted Period"), includingthe Executive shall not directly or indirectly own, without limitationmanage, brokerage or advisory servicescontrol, participate in, consult with, render services for, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means in any person or entity engaged manner engage in the any business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment competing with the Company. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner businesses of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or its Affiliates, in any of country where the Company or its affiliatesAffiliates conducts business; provided, so long as the Employee provides however, that passive investments amounting to no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination more than three percent of the Employee’s employment hereunder, as long as (a) the Board has been apprised voting equity of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) a business shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10prohibited hereby.

Noncompetition. The Employee acknowledges that Executive agrees that, during the Restricted Period, the Executive shall not be employed by, serve as a consultant to, or otherwise assist or directly or indirectly provide services to a Competitor (as defined below) if (i) the Employee performs services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any of a unique nature for the services that the Executive provided to the Company that are irreplaceableor the Affiliates, and that the Employee’s performance of such services are to a competing business will result be provided with respect to any location in irreparable harm which the Company or an Affiliate had material operations during the twelve (12) month period prior to the CompanyTermination Date, or with respect to any location in which the Company or an Affiliate had devoted material resources to establishing operations during the twelve (12) month period prior to the Termination Date; or (ii) the Employee has trade secrets, Confidential Information, or proprietary information (including, without limitation, confidential or proprietary methods) of the Company and the Affiliates to which the Executive had and will continue access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such secrets or information. For purposes of this paragraph, services provided by others shall be deemed to have access been provided by the Executive to Confidential Information whichCompetitor if the Executive had material supervisory responsibilities with respect to the provision of such services. The term “Competitor” means any enterprise (including a person, if disclosedfirm, business, division, or other unit, whether or not incorporated) during any period in which a material portion of its business is (and during any period in which it intends to enter into business activities that would unfairly and inappropriately assist be) materially competitive in competition against any way with any business in which the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, Affiliates were engaged during the Employee’s employment and for a twelve (12) month period of one year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar prior to the services Employee provided to the Company during the last twenty-four Executive’s Termination Date (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which if the Company has engaged or have active plans devoted material resources to engage entering in such business during the last twenty-four such twelve (2412) months of Employee’s employment with the Companymonth period). Notwithstanding the foregoing, nothing herein the term “Competitor” shall prohibit not include a business of a Competitor if such business would not, as a stand-alone enterprise, constitute a “Competitor” under the Employee from (i) being a passive owner of foregoing definition, provided that Executive does not more than five percent (5%) render any services to, or otherwise assist the portion of the equity securities of a publicly traded corporation engaged in a business that is in competition competes with the Company and its Affiliates. For the avoidance of doubt, the Company’s and Affiliates’ businesses shall include, without limitation, the lines of business set forth in the Company’s periodic reports filed with the Securities and Exchange Commission, provided that nothing in this sentence shall be construed to limit the type of business of the Company and the Affiliates or any of its affiliates, so long as the Employee provides no Prohibited Services restrictions with respect to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation businesses in the future. Any payments or other entity in the same capacity in which the Employee was engaged immediately prior benefits owed to the Termination Executive at time of the Employeeseparation as described herein shall be contingent upon Executive’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition compliance with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10post-employment noncompetition provisions.

Noncompetition. The Employee acknowledges that that: (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, ; (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, ; (iii) in the course of the Employee’s employment by a competitor, the NOTE: PORTIONS OF THIS EXHIBIT INDICATED BY [****] ARE SUBJECT TO A CONFIDENTIAL TREATMENT REQUEST, AND HAVE BEEN OMITTED FROM THIS EXHIBIT. COMPLETE, UNREDACTED COPIES OF THIS EXHIBIT HAVE BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AS PART OF THIS COMPANY’S CONFIDENTIAL TREATMENT REQUEST Employee would inevitably use or disclose such Confidential Information, ; (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, ; (v) the Employee has received and will receive specialized training from the Company and its affiliates, ; and (vi) the Employee is expected has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one year 12 months thereafter, the Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to engaged in competition with the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other of its subsidiaries or affiliates in any material business, any material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned (that has been approved by the Board of Directors), on or prior to such date, to be engaged in on or have active plans to engage during after such date, in any locale of any country in which the last twenty-four (24) months of Employee’s employment with the CompanyCompany conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee provides has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which the Employee was engaged immediately prior to the Termination business of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employmentcorporation. In addition, the provisions of this Section 10(b9(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its subsidiaries or affiliates so long as: (i) as the Employee and such subsidiary, division or unit with which he is employed does not engage in a business in competition with the Company or any of its subsidiaries or affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its Company, Holdco and their respective affiliates, (iiiii) in the course of the Employee’s employment by a competitorCompetitive Business, the Employee would inevitably use or disclose such Confidential Information, (iviii) the Company Company, Holdco and its their respective affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, and (viv) the Employee has received generated and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected continue to generate goodwill for the Company Company, Holdco and its their respective affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one year thereaftertwelve (12) months following a termination of the Employee’s employment for any reason other than a Qualifying Termination, the Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any engaged in a Competitive Business (as defined below) anywhere within on the Restricted Territory (as defined below). For purposes date of this Agreement, “Prohibited Services” are any services that are the same termination or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has or Holdco or their respective affiliates have planned, on or prior to such date, to be engaged in on or have active plans to engage during after such date, in any locale of any country in which the last twenty-four (24) months of Employee’s employment with the CompanyCompany or Holdco conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five two percent (52%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesCompetitive Business, so long as the Employee provides has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which business of such corporation. For purposes hereof, the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, term “Competitive Business” shall mean any business involved in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10triple net real estate investment trust industry.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business “Competitive Business” (as defined below) will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of and its affiliates, (iii) in the course of the Employee’s employment by a competitorCompetitive Business, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received generated and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment, (vi) the Company has invested significant time and expense in developing the Confidential Information and goodwill, and (vii) the Company’s operations and the operations upon with the Employee works are nationwide in scope. Accordingly, during the Employee’s employment hereunder and for a period of one year thereaftertwenty-four (24) months following (x) a termination of the Employee other than for Cause (y) a termination by the Employee for Good Reason or (z) termination of the Employee’s employment as a result of the Company’s non-extension of the Employment Term as provided in Section 1 hereof (each a “Qualifying Termination”), the Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any engaged in a Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the CompanyUnited States. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five two percent (52%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesCompetitive Business, so long as the Employee provides has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which the Employee was engaged immediately prior to the Termination business of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employmentcorporation. In additionFor purposes hereof, the provisions of this Section 10(b) term “Competitive Business” shall not be violated by the Employee commencing employment with a subsidiary, division or unit of mean any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10.net leased real estate LA\3177966.6

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and (A) if the Employee’s employment and the Employment Term are terminated by the Company for Cause or by the Employee without Good Reason, for a period of one (1) year thereafter, or (B) if the Employee’s employment and the Employment Term are terminated by the Company other than for Cause or by the Employee for Good Reason, for a period of six (6) months thereafter, the Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to (i) any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes with a class of this Agreementsecurities listed on a national securities exchange, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties owning and leasing agricultural real estate or in any other material business in which the Company has or any of its affiliates is engaged on the termination date or in which they have active plans planned, on or prior to engage during such date, to be engaged in on or after such date, in any locale of any country in which the last twenty-four Company conducts business or (24ii) months any person, firm, corporation or other entity, in whatever form, with assets under management or committed capital in excess of Employee’s employment with $50,000,000, engaged in the Companybusiness of owning and leasing agricultural real estate or in any other material business in which the Company or any of its affiliates is engaged on the termination date or in which they have planned, on or prior to such date, to be engaged in on or after such date, in any locale of any country in which the Company conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee provides has no Prohibited Services to active participation in the business of such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) as the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10.

Noncompetition. The Employee acknowledges that that: (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, ; (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, ; (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, ; (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, ; (v) the Employee has received and will receive specialized training from the Company and its affiliates, ; and (vi) the Employee is expected has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one year 12 months thereafter, the Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to engaged in competition with the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other of its subsidiaries or affiliates in any material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned (that has been approved by the Board of Directors), on or prior to such date, to be engaged in on or have active plans to engage during after such date, in any locale of any country in which the last twenty-four (24) months of Employee’s employment with the CompanyCompany conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee provides has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which the Employee was engaged immediately prior to the Termination business of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employmentcorporation. In addition, the provisions of this Section 10(b9(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its subsidiaries or affiliates so long as: (i) as the Employee and such subsidiary, division or unit with which he is employed does not engage in a business in competition with the Company or any of its subsidiaries or affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10.

Noncompetition. The Employee acknowledges that (i) the Employee performs has performed valuable services of a unique nature for the Company that are irreplaceableand will perform valuable services for the Company, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, and (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment or service with the Company (including any such period after the Employment Term) and for a period of one year twelve (12) months thereafter, regardless of the reason for the termination of such employment or service and whether such termination is at the Employee’s or the Company’s initiative, the Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiringBusiness, owning, leasing, and/or financing cannabis properties anywhere in the United States or in any other business locale in which the Company is engaged in the Business or has actively planned, on or prior to the termination of the Employment Term, to be engaged in on or have active plans to engage during after such date (the last twenty-four (24) months of Employee’s employment with the Company“Restricted Territory”). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesCompany, so long as the Employee provides has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity business of such corporation. For purposes hereof, the meaning of the term “Business” means any business in which the Employee was Company is engaged immediately prior in during the Employment Term (or has actively planned to engage in) at the Termination time of the termination of the Employee’s employment hereunder, employment. Employee explicitly acknowledges and agrees that as long as (a) the Board has been apprised of the identity ofEffective Date the Business includes marketing, distributing, selling and the Employee’s role with, such firm, corporation or other entity installing photovoltaic solar energy generation products and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) related products and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10services.

Noncompetition. THIS SECTION 10(a) SHALL HAVE NO FORCE OR EFFECT, AND SHALL NOT BE DEEMED A PART OF THIS AGREEMENT, DURING ANY AND ALL PERIODS IN WHICH THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN THE STATE OF CALIFORNIA, BUT SHALL BECOME IMMEDIATELY EFFECTIVE IF AND TO THE EXTENT THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. The Employee Executive acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) with the Company and its affiliates have substantial relationships with Affiliates and their customers and predecessors, the Employee Executive has had and will continue to have access to these customersbecome familiar with the trade secrets of, (v) the Employee has received and will receive specialized training from other confidential information concerning, the Company and its affiliatesAffiliates and their predecessors, that the Executive’s services will be of special, unique and (vi) the Employee is expected extraordinary value to generate goodwill for the Company and its affiliates Affiliates and that the Company’s ability to accomplish its purposes and to successfully pursue its business plan and compete in the course marketplace depends substantially on the skills and expertise of the Employee’s employmentExecutive. AccordinglyTherefore, and in further consideration of the compensation being paid to the Executive hereunder, the Executive agrees that, during the Employee’s employment Combined Employment Period and for a period of one year thereaftertwelve months following the termination of the Combined Employment Period for any reason other than a termination of employment in which Section 9(d) applies (in which case the restrictions set forth in this Section 10 shall not apply following the Employment Period) (the “Restricted Period”), the Employee agrees that the Employee will notExecutive shall not directly or indirectly own, whether on the Employee’s own behalf or on behalf manage, control, participate in, consult with, render services for, or in conjunction with any person, firm, partnership, joint venture, association corporation or other manner engage in any business organization, directly or indirectly, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment competing with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes businesses of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the Company. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or its Affiliates, in any of country where the Company or its affiliatesAffiliates conducts business; provided, so long as the Employee provides however, that passive investments amounting to no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination more than three percent of the Employee’s employment hereunder, as long as (a) the Board has been apprised voting equity of the identity of, a business and the EmployeeExecutive’s role with, such firm, corporation or other entity current positions and (b) the Board has previously approved activities described in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) 3 shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10prohibited hereby.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business “Competitive Business” (as defined below) will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of and its affiliates, (iii) in the course of the Employee’s employment by a competitorCompetitive Business during the non-compete period set forth herein, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received generated and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment, (vi) the Company has invested significant time and expense in developing the Confidential Information and goodwill, and (vii) the Company’s operations and the operations upon with the Employee works are nationwide in scope. Accordingly, during the Employee’s employment hereunder and for a period of one year thereaftertwelve (12) months following a termination of the Employee’s employment for any reason, the Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any engaged in a Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the CompanyUnited States. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five two percent (52%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesCompetitive Business, so long as the Employee provides has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which business of such corporation. For purposes hereof, the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, term “Competitive Business” shall mean any business involved in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business net leased real estate investment industry in competition with the Company or any of its affiliates so long as: (i) and the term “Employee’s Termination” shall mean the date the Employee and such subsidiary, division or unit does not engage in a business in competition with ceases to be employed by the Company for whatever reason, whether voluntarily or any of its affiliates; and involuntarily. (ii) the Employee informs such entity of the restrictions contained in this Section 10.c)

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique an important nature for the Company that are irreplaceableand any of its subsidiaries and controlled affiliates, and that the EmployeeExecutive’s performance of such services to a competing business will may result in irreparable harm to the CompanyCompany and its subsidiaries and controlled affiliates, (ii) Executive is a member of the Employee executive and management personnel of the Company and its subsidiaries and controlled affiliates, (iii) Executive has had and will continue to have access to Confidential Information (as defined below) and trade secrets which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its subsidiaries and controlled affiliates, (iiiiv) in the course of the EmployeeExecutive’s employment by a competitor, the Employee would inevitably Executive could use or disclose such Confidential InformationInformation and trade secrets, (ivv) the Company and its subsidiaries and controlled affiliates have substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its subsidiaries and controlled affiliates in the course of the EmployeeExecutive’s employment. Accordingly, during the Employee’s employment Employment Term and for a 12 months following the Termination Date, or during such longer period of one year thereafter(not to exceed 18 months) that Executive is receiving severance benefits under the Severance Plan or Section 6(c) above, the Employee Executive agrees that the Employee Executive will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, perform own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or attempt otherwise, and whether or not for compensation) or render services to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreementperson, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Companyin whatever form, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business a Competing Business in any locale of acquiring, owning, leasing, and/or financing cannabis properties or any other business country in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the Companyits subsidiaries and controlled affiliates conduct business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five four and ninety nine one hundredths percent (54.99%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries and controlled affiliates, so long as the Employee provides Executive has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity business of such corporation. For purposes of this Agreement, the term “Competing Business” shall mean (x) any business that (A) is engaged primarily in which the Employee was design and/or delivery of customized software solutions to third party customers and/or (B) is engaged immediately prior primarily in the provision of information technology consulting services to the Termination of the Employee’s employment hereunder, as long as third party customers (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entitythat, in the case of both (a) and (b)each case, prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition is competitive with the Company or its Subsidiaries), and/or (y) for the avoidance of doubt, any of its affiliates so long as: the following (i) including any Affiliates thereof, any successor entities thereto and any businesses or divisions divested therefrom): Accenture PLC*, Aricent Inc., Boston Consulting Group*, Deloitte & Touche LLP*, Ciklum ApS, CapGemini SE, CGI Group Inc., Cognizant Technology Solutions Corporation, DXC Technology Company, Elephant Ventures, LLC, EPAM Systems, Inc., Equal Experts Inc., Globant LLC, HCL Technologies Limited, Hexaware Technologies Limited, International Business Machines Corp., Infosys Limited, iSoftStone Holdings Limited, KPMG US LLP*, McKinsey & Company*, Mindtree Limited, NearForm Ltd, Ness Technologies Inc., Persistent Systems Ltd., Perficient, Inc., PricewaterhouseCoopers LLP*, Sapient Corporation, SoftServe, Inc., Symphony Teleca Corporation, Tech Mahindra Limited, RazorFish, LLC, Three Pillar Global, Inc., VanceInfo Technologies Inc., Wipro Limited, Xebia Nederland B.V.1 For the Employee avoidance of doubt, Competing Business shall not include software product companies that offer customized solutions for such products and such subsidiary, division or unit does are not engage in a business in competition competitive with the Company or any its Subsidiaries with respect to provision of information technology services to third party customers. As used herein, “competitive with the Company or its affiliates; and (ii) Subsidiaries” means the Employee informs such entity provision of the restrictions contained in this Section 10same or similar solutions or services of the Company or its Subsidiaries.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to engaged in competition with the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any of its subsidiaries or affiliates in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which the Company’s board has considered, on or prior to such date, to have the Company or any of its subsidiaries or affiliates become engaged in on or have active plans to engage after such date, in Oklahoma and the Texas Panhandle, and any basin or area in which the Company’s Board has actively considered having the Company operate during the last twenty-four (24) months of Employee’s employment with the CompanyEmployment Term. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee provides has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which the Employee was engaged immediately prior to the Termination business of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employmentcorporation. In addition, the provisions of this Section 10(b‎11(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its subsidiaries or affiliates so long as: (i) as the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its subsidiaries or affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10.

Noncompetition. THIS SECTION 9(a) SHALL HAVE NO FORCE OR EFFECT, AND SHALL NOT BE DEEMED A PART OF THIS AGREEMENT, DURING ANY AND ALL PERIODS IN WHICH THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN THE STATE OF CALIFORNIA, BUT SHALL BECOME IMMEDIATELY EFFECTIVE IF AND TO THE EXTENT THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. The Employee Executive acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s Executive's employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) with the Company and its affiliates have substantial relationships with Affiliates and their customers and predecessors, the Employee Executive has had and will continue to have access to these customersbecome familiar with the trade secrets of, (v) the Employee has received and will receive specialized training from other confidential information concerning, the Company and its affiliatesAffiliates and their predecessors, that the Executive's services will be of special, unique and (vi) the Employee is expected extraordinary value to generate goodwill for the Company and its affiliates Affiliates and that the Company's ability to accomplish its purposes and to successfully pursue its business plan and compete in the course marketplace depends substantially on the skills and expertise of the Employee’s employmentExecutive. AccordinglyTherefore, and in further consideration of the compensation being paid to the Executive hereunder, the Executive agrees that, during the Employee’s employment Employment Period and for a period of one year thereafter, twelve months following the Employee agrees that Executive's termination of employment with the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, perform or attempt to perform Prohibited Services (as defined below) Company for any Competitive Business reason other than a termination of employment in which Section 8(d) applies (as defined belowin which case the restrictions set forth in Sections 9(a) anywhere within and (b) shall not apply following the Restricted Territory (as defined below). For purposes Executive's termination of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company) (the "Restricted Period"), includingthe Executive shall not directly or indirectly own, without limitationmanage, brokerage or advisory servicescontrol, participate in, consult with, render services for, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means in any person or entity engaged manner engage in the any business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment competing with the Company. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner businesses of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or its Affiliates, in any of country where the Company or its affiliatesAffiliates conducts business; provided, so long as the Employee provides however, that passive investments amounting to no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination more than three percent of the Employee’s employment hereunder, as long as (a) the Board has been apprised voting equity of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) a business shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10prohibited hereby.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceablenot easily quantified, and that the EmployeeExecutive’s performance of such services to a competing business will would result in irreparable harm to the Company, (ii) the Employee Executive has had and and, during the Employment Term will continue to have access to Confidential Information Information, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee Executive would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee Executive has had and will continue to have during the Employment Term access to these customers, (v) the Employee Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates in the course of the EmployeeExecutive’s employment. Accordingly, during the EmployeeExecutive’s employment hereunder and for a period of one year two (2) years thereafter, the Employee Executive agrees that the Employee Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business design, distribution, marketing or manufacturing of acquiringtabletop, owningstorage or food preparation products for the consumer and foodservice markets, leasingwith operations in the United States, and/or financing cannabis properties Canada, Mexico, Latin America, Africa, Europe and Asia, the design, distribution, marketing or manufacturing of bakeware, beverageware, serveware, storageware, flatware, dinnerware, crystal, buffetware, hollowware, premium spirit bottles, cookware, gadgets, candle, floral glass containers, and other similar houseware or kitchen products, or in any other material business in which the Company has or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have active plans planned, on or prior to engage during the last twenty-four (24) months of Employee’s employment with the Companysuch date, to be engaged in on or after such date. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five two percent (52%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee provides Executive has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which the Employee was engaged immediately prior to the Termination business of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeExecutive’s performance of such services to a for any competing business will Business could result in irreparable harm to the Company, (ii) the Employee Executive has had and will continue to have access to Confidential Information Information, which, if disclosed, would could unfairly and inappropriately assist in competition against the Company or any of its affiliatesGroup, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee would inevitably Executive might likely use or disclose such Confidential Information, (iv) the Company and its affiliates have Group has substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, and (v) the Employee Executive has received generated and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected continue to generate goodwill for the Company and its affiliates Group in the course of the EmployeeExecutive’s employment. Accordingly, during the EmployeeExecutive’s employment hereunder and for a period of one year thereaftertwelve (12) months thereafter (the “Restricted Period”), the Employee Executive agrees that that, the Employee Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other entity, in whatever form, with respect to any business organization, directly involving the international maritime transportation of petroleum or indirectly, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twentypetroleum-four (24) months of Employee’s employment with the Company, based products involving crude oil including, without limitationfor the avoidance of doubt, brokerage any refined products resulting from crude oil (but excluding any bunkering services) (the “Business”), in each case in any maritime locale of any country (and limited, for the avoidance of doubt, to shipping through international waters) in which or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in from which the Company has engaged or have active plans to engage during conducts business as of the last twenty-four (24) months end of Employee’s employment with the CompanyEmployment Term. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company Group, or from investing, as a passive investor, in any of its affiliatesprivate equity and hedge funds or similar investment vehicles, in each case so long as the Employee provides Executive in such connection has no Prohibited Services to such corporation active participation in the business of an operating entity directly engaged in the Business other than what is permitted hereunder. For the avoidance of doubt, and consistent with Section 1(b), nothing herein shall preclude Executive from engaging in any dry bulk transportation, container ship transportation, bunkering services of any kind, chemical transportation (including, without limit, clean products not derived from crude oil) or (ii) owning, managing, operating, controllingover-land or non-international water transportation, or being employed by in any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior business activities specifically allowed pursuant to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (bSection 1(b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10.

Noncompetition. The Employee In further consideration of the compensation to be paid to Executive hereunder, she acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in during the course of the Employee’s her employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) with the Company and its affiliates have substantial relationships Affiliates (including, without limitation, any predecessors thereof) she has become familiar with, and during the course of her employment with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliatesAffiliates she will become familiar with, EHC’s and its Subsidiaries’ trade secrets and with other Confidential Information. Executive acknowledges that her services shall be of special, unique and extraordinary value to EHC and its Subsidiaries and that EHC’s and its Subsidiaries’ ability to accomplish their purposes and to successfully pursue their business plan and compete in the marketplace depends substantially on the skills and expertise of Executive. Therefore, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course further consideration of the Employee’s employment. Accordinglycompensation being paid to Executive hereunder, she agrees that, during the Employee’s employment and for a period of one year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, perform or attempt to perform Prohibited Services Noncompete Period (as defined below), she shall not directly or indirectly engage, whether as an owner, general partner, member, officer, employee, consultant, director, stockholder or otherwise (other than passive ownership of less than ten percent (10%) for of any Competitive Business (as defined below) anywhere class of securities of an entity, without otherwise participating in or advising on the activities of such entity), any business of which the primary activity is the provision of products or services within the Restricted Territory (as defined below). For purposes ) that, as of this Agreementthe Date of Termination, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four competitive with (24i) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiringoperating or managing inpatient rehabilitation, owninghome health or hospice services within the Restricted Territory, leasing, and/or financing cannabis properties or (ii) any other business line of EHC or its Subsidiaries that has generated revenue in which excess of $500,000 (the Company has engaged or have active plans to engage “Revenue Threshold”) during the last twenty-four twelve months prior to the Date of Termination (24each, an “EHC Competitive Business”); provided that (y) months revenues generated by business lines that are not substantially related shall not be aggregated for purposes of Employee’s employment with determining whether any EHC Competitive Business has met the Company. Notwithstanding the foregoingRevenue Threshold; and (z) EHC shall, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) within 30 days of the equity securities Date of Termination, provide Executive with, and certify the accuracy of, a publicly traded corporation engaged in a business that schedule identifying each EHC Competitive Business. The “Noncompete Period” shall mean the period during which she is in competition with the Company employed by EHC or any of its affiliatesSubsidiaries and the period beginning on the Date of Termination and ending on the later of 12 months from the Date of Termination and April 1, 2022. “Restricted Territory” shall mean any state or territory of the United States in which EHC or any of its Subsidiaries is located or operates, or is in the process of actively planning to conduct or conducting operations, as of the Date of Termination. Notwithstanding the foregoing provisions of this Section 3(a), this Agreement shall not preclude or limit Executive’s activities relating to (i) Executive’s provision of services to Homecare Homebase, LLC as an officer or chairman in a manner consistent with those positions, so long as the Employee provides no Prohibited Services Executive’s time commitment to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity services is no greater than the time commitment in the same capacity in which the Employee was engaged effect immediately prior to the Termination Effective Date, (ii) any activities approved by the written consent of the Employee’s employment hereunderBoard after the Effective Date or (iii) any other Board Roles; provided, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, that in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: clauses (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) such activities do not materially interfere with Executive’s duties and responsibilities to the Employee informs such entity Company and its Subsidiaries. Executive acknowledges that the geographic boundaries, scope of prohibited activities and the restrictions contained in this Section 10time duration are reasonable and are no broader than are necessary to protect legitimate business interests.

Noncompetition. The Employee acknowledges that that: (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, ; (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, ; (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably may use or disclose such Confidential Information, ; (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, ; (v) the Employee has received and will receive specialized training from the Company and its affiliates, ; and (vi) the Employee is expected has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one year 12 months thereafter, the Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to engaged in competition with the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other of its subsidiaries or affiliates in any material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have planned (that has been approved by the Board of Directors), on or prior to such date, to be engaged in on or have active plans to engage during after such date, in any locale of any country in which the last twenty-four Company conducts business (24) months of Employee’s employment with hereinafter, the Company“Noncompete Restrictions”). Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee provides has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which the Employee was engaged immediately prior to the Termination business of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employmentcorporation. In addition, the provisions of this Section 10(b9(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its subsidiaries or affiliates so long as: (i) as the Employee and such subsidiary, division or unit with which he is employed does not engage in a business in competition with the Company or any of its subsidiaries or affiliates; and (ii) the Employee informs such entity of the restrictions contained . Notwithstanding anything in this Section 109(b) or this Agreement to the contrary, these Noncompete Restrictions shall not apply to any termination by Employee for Good Reason or by the Company without Cause on or before August 31, 2020.

Noncompetition. The Employee acknowledges that during the course of Employee’s affiliation with the Company Group (i) the Employee performs services of a unique nature for the Company Group that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the CompanyCompany Group, (ii) the Employee has had and will continue to have access to Confidential Information trade secrets and other confidential information of the Company Group, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliatesGroup, (iii) in the course of the Employee’s employment or affiliation by a competitor, the Employee would inevitably use or disclose such Confidential Informationtrade secrets and confidential information, (iv) the Company and its affiliates have Group has substantial relationships with their customers customers, strategic partners, the health insurance providers with whom they enter into agreements, patients and patient referral sources (including, but not limited to any health care professional, consultant and any similar type referral sources, collectively, the “Referral Sources”) and Employee has had and will continue to have access to these customerscustomers and Referral Sources, (v) the Employee has received and will receive specialized training from the Company and its affiliatesGroup, and (vi) the Employee is expected to generate goodwill for acquiring an equity interest in the Company and its affiliates in the course of the Employee’s employmentconnection with his/her entering into this Agreement. Accordingly, during the Employee’s employment with the Company Group and for a period of one year twelve (12) months thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, perform own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or attempt otherwise, and whether or not for compensation) or render services to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within Opportunity in any county in the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services United States that are the same or substantially similar to the services Employee provided to the Company during Group where the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory servicesCompany is operating, or services that require Employee has a pending letter of intent or other similar agreement to use or disclose Confidential Informationcommence operations. For purposes of this Agreement, A “Competitive BusinessOpportunity” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has engaged or have active plans primary purpose is to engage during in primary care medicine or the last twenty-four creation and maintenance of an integrated healthcare network of providers which ‎receives or is intended to receive a substantial portion (24) months i.e., in excess of Employee’s employment with the Company. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (525%) of the equity securities its revenue ‎through at-risk Medicare Advantage reimbursements or percentage of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee provides no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10premium payments.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business “Competitive Business” (as defined below) will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of and its affiliates, (iii) in the course of the Employee’s employment by a competitorCompetitive Business, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, and (v) the Employee has received generated and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one year twenty-four (24) months thereafter, the Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any engaged in a Competitive Business (as defined below) anywhere within on the Restricted Territory (as defined below). For purposes date of this Agreement, “Prohibited Services” are any services that are the same termination or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has or its affiliates have planned, on or prior to such date, to be engaged in on or have active plans to engage during after such date, in any locale of any country in which the last twenty-four (24) months of Employee’s employment with the CompanyCompany conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five two percent (52%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesCompetitive Business, so long as the Employee provides has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which business of such corporation. For purposes hereof, the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, term “Competitive Business” shall mean any business involved in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10triple net real estate investment trust industry.

Noncompetition. The Employee Participant acknowledges that (i) the Employee Participant performs services of a unique nature for the Company and its Affiliates that are irreplaceable, and that the EmployeeParticipant’s performance of such services to a competing business will result in irreparable harm to the CompanyCompany and its Affiliates, (ii) the Employee Participant is a member of the executive and management personnel of the Company and its Affiliates, (iii) the Participant has had and will continue to have access to Confidential Information (as defined below) and trade secrets which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliatesAffiliates, (iiiiv) in the course of the EmployeeParticipant’s employment by a competitor, the Employee Participant would inevitably use or disclose such Confidential InformationInformation and trade secrets, (ivv) the Company and its affiliates Affiliates have substantial relationships with their customers and the Employee Participant has had and will continue to have access to these customers, (vvi) the Employee Participant has received and will receive specialized training from the Company and its affiliatesAffiliates, and (vivii) the Employee is expected Participant has generated and will continue to generate goodwill for the Company and its affiliates Affiliates in the course of the EmployeeParticipant’s employment. Accordingly, during the EmployeeParticipant’s employment with the Company or any of its subsidiaries and for a period of one (1) year thereafter, the Employee Participant agrees that the Employee Participant will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, perform own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or attempt otherwise, and whether or not for compensation) or render services to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere Person, in whatever form, that derives a significant amount of its earnings or free cash flow from non-utility-owned merchant power production operations within the Restricted Territory (PJM Interconnection as defined below). For purposes of the date of this Agreement, Agreement (a “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Competing Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the Company”). Notwithstanding the foregoing, nothing herein shall prohibit the Employee Participant from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesAffiliates, so long as the Employee provides Participant has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which the Employee was engaged immediately prior to the Termination business of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employmentcorporation. In addition, the provisions of this Section 10(b8(a) shall not be violated by the Employee Participant commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates Competing Business so long as: as (i) the Employee Participant and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and Affiliates or (ii) the Employee informs Participant or such entity subsidiary, division or unit engages in a business that is in competition with the Company or any of its Affiliates but the restrictions contained Participant is not employed in this Section 10the same or a similar role as the role in which the Participant filled with the Company or any of its Affiliates.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business “Competitive Business” (as defined below) will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of and its affiliates, (iii) in the course of the Employee’s employment by a competitorCompetitive Business, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received generated and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment, (vi) the Company has invested significant time and expense in developing the Confidential Information and goodwill, and (vii) the Company’s operations and the operations upon with the Employee works are nationwide in scope. Accordingly, during the Employee’s employment hereunder and for a period of one year thereaftertwelve (12) months following a termination of the Employee’s employment for any reason other than a termination of employment by the Company (x) other than for Cause, (y) by the Employee for Good Reason or (z) as a result of the Company’s non-extension of the Employment Term as provided in Section 1 hereof, the Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any engaged in a Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the CompanyUnited States. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five two percent (52%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesCompetitive Business, so long as the Employee provides has no Prohibited Services active participation in the business of such corporation. For purposes hereof, the term “Competitive Business” shall mean any business involved in the net leased real estate investment industry and the term “Employee’s Termination” shall mean the date the Employee ceases to such corporation or (ii) owning, managing, operating, controlling, or being be employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company for whatever reason, whether voluntarily or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10involuntarily.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceable, irreplaceable and that the EmployeeExecutive’s performance of such services to a competing business will result in irreparable harm to the Company, ; (ii) the Employee Executive has had and will continue to have access to Confidential Information Information, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, subsidiaries; (iii) in the course of the Employee’s employment by a competitor, the Employee Executive would inevitably use or disclose such Confidential Information, ; (iv) the Company and its affiliates subsidiaries have substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, ; (v) the Employee Executive has received and will receive specialized training from the Company and its affiliates, subsidiaries; and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates subsidiaries in the course of the Employee’s employment. Accordingly, during the Employee’s employment Employment Term and for a period of one year thereafterthereafter (the “Restricted Period”), the Employee Executive agrees that the Employee Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other entity, in whatever form, engaged in any business organization, directly or indirectly, perform or attempt activities related to perform Prohibited Services (as defined below) for any Competitive the Business (as defined below) anywhere within the Restricted Territory in any basins, counties or parishes (as defined below). For purposes including De Xxxx, Natchitoches, Red River, Sabine and Xxxxxxx parishes) of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business country in which the Company has engaged or have active plans to engage during conducts the last twenty-four (24) months of Employee’s employment with the CompanyBusiness. Notwithstanding the foregoing, nothing herein shall prohibit prohibits the Employee Executive from (i) being a passive owner of not more than five percent (5%) 1% of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatessubsidiaries, so long as the Employee provides Executive has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity business of such corporation. Notwithstanding anything contained in the this Agreement or any agreement to which the Employee was engaged immediately prior to Executive is a party or by which the Termination of the Employee’s employment hereunderExecutive may be bound, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not will be violated by the Employee commencing employment limited to comply with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (iRule 5.06(a) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in Texas Disciplinary Rules of Professional Conduct or other similar applicable law or ethical or professional rules or restrictions. For purposes of this Section 10agreement, “Business” means the business related to oil and gas exploration and development.

Noncompetition. The Employee In consideration for the Signing Bonus referenced above in Section 6(d), Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company Cue that are irreplaceable, and that the EmployeeExecutive’s performance of such services to a competing business will shall result in irreparable harm to the CompanyCue, (ii) Executive is a member of the Employee management personnel of Cue, (iii) Executive has had and will continue to have access to Confidential Information and trade secrets which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliatesCue, (iiiiv) in the course of the EmployeeExecutive’s employment by a competitor, the Employee Executive would inevitably use or disclose such Confidential InformationInformation and trade secrets, (ivv) the Company and its affiliates have Cue has substantial relationships with their its customers and the Employee Executive has had and will continue to have access to these customers, (vvi) the Employee Executive has received and will receive specialized experience and training from the Company and its affiliates, Cue and (vivii) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates Cue in the course of the EmployeeExecutive’s employment. Accordingly, during the EmployeeExecutive’s employment with Cue or its Affiliates and for a period of one year thereafter12 months thereafter except in the case of (i) Executive’s termination by the Company without Cause, (ii) the Employee agrees that the Employee will Company’s non-renewal of Executive’s employment agreement or (iii) Executive’s inclusion in a Company reduction in force or layoff, in which case this Section 10(b) shall not apply, Executive shall not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, perform own, manage, operate, control, be employed by or attempt render services to perform Prohibited Services (whether as defined belowan employee, consultant, independent contractor or otherwise, and whether or not for compensation, in each case in the capacity or any substantially similar capacity that Executive rendered services to Cue or its Affiliates) for any Competitive person or entity, in whatever form, that is substantially similar to or competes with the Business (as defined below) anywhere within in any jurisdiction in which Executive performed services or had a material presence or influence on behalf of the Restricted Territory (as defined below)Company. For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business development of acquiring, owning, leasing, drug candidates utilizing Fc-fusion proteins that incorporate peptide-HLA complexes along with different activating and/or financing cannabis properties or any other business in which the Company has engaged or have active plans inhibitory signals to engage during the last twentytarget antigen-four (24) months of Employee’s employment with the Companyspecific T cells. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (ix) being a passive owner of not more than five percent (5%) 1% of the equity securities shares of a publicly publicly-traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee provides no Prohibited Services to such corporation Business or (iiy) owning, managing, operating, controlling, or being becoming employed by any firmor rendering services to (as an independent contractor, corporation consultant or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (aotherwise) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any an entity that engages in a the Business as long as Executive has no direct involvement in the business in competition with the Company unit or any division of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity that engages in the Business and the revenues such entity receives from the Business represent in the aggregate less than 10% of the restrictions contained in this Section 10revenue of such entity.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeExecutive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee Executive has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee Executive would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, (v) the Employee Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates in the course of the EmployeeExecutive’s employment. Accordingly, during the EmployeeExecutive’s employment hereunder and for a period of one year two years thereafter, the Employee Executive agrees that the Employee Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to engaged in competition with the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any of its subsidiaries or affiliates or in any other material business in which the Company has or any of its subsidiaries or affiliates is engaged on the date of termination or in which they have active plans planned, on or prior to engage during such date, to be engaged in on or after such date, in any locale of any country in which the last twenty-four (24) months of Employee’s employment with the CompanyCompany conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee provides Executive has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which the Employee was engaged immediately prior to the Termination business of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeExecutive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee Executive has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee Executive would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, (v) the Employee Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates in the course of the EmployeeExecutive’s employment. Accordingly, during the EmployeeExecutive’s employment hereunder and for a period of one year thereafterthe Restricted Period (as defined below), the Employee Executive agrees that the Employee Executive will not, whether on the Employee’s own behalf or on behalf or not engage in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, perform or attempt to perform Prohibited Services Competitive Activities (as defined below) for in any Competitive Business basin or location in which the Company or its subsidiaries (a) owns any Hydrocarbon Interests (as defined below) anywhere within or has demonstrable plans to commence any activities or direct or indirect investment in Hydrocarbon Interests as of the Restricted Territory Effective Date, or (b) after the Effective Date and before the earlier of a Change-in-Control (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business Plan) and the Executive’s termination of acquiringemployment, owning, leasing, and/or financing cannabis properties acquires or otherwise makes any other business direct or indirect investment in which the Company any Hydrocarbon Interests or has engaged or have active demonstrable plans to engage during the last twenty-four (24) months of Employee’s employment with the Companycommence any activities or direct or indirect investment in Hydrocarbon Interests. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee provides Executive has no Prohibited Services to active participation in the business of such corporation corporation, or owning a passive investment in any mutual, private equity or hedge fund or similar pooled investment vehicle. For the purposes of this Agreement, (A) “Competitive Activities” shall mean owning any material interest in (other than through passive limited partnership interests in investment funds), participating in (whether as a director, officer, employee, member, or partner), consulting with, or rendering services for (including as an employee), or otherwise engaging in any business or enterprise whose primary business purpose or activity is (I) the acquisition, ownership, operation, finance, maintenance, exploration, production and development of Hydrocarbon Interests or (iiII) owning, managing, operating, controlling, or being employed by any firm, corporation the sale or other entity in the same capacity in which the Employee was engaged immediately prior disposition of such Hydrocarbon Interests, (B) “Hydrocarbon Interests” shall mean all non-cost bearing oil and gas properties, mineral properties, mineral servitudes and/or mineral rights of any kind (including overriding royalty and royalty interests, net profits interests, oil payment interests, production payment interests and other types of mineral interests), including any rights to the Termination acquire any of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity foregoing and (bC) “Restricted Period” means the Board has previously approved in writing period beginning on the EmployeeExecutive’s role with such firm, corporation or other entity, in the case last day of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) and ending on the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10first anniversary thereof.

Noncompetition. The Employee acknowledges agrees that during the term of his or her employment with Employer, and for a period of twelve (12) months (the "Post-Employment Period") following the termination of such employment (except as provided below), Employee shall not (a) solicit, attempt to divert or divert the business of any customer of Employer; or (b) engage in any activity, directly or indirectly (whether as an employee, owner, consultant, agent or otherwise), involving: (i) the Employee performs provision of program management and/or network deployment services (including, without limitation, site acquisition, construction, or construction management services) of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Companytype generally offered by Employer, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against provision of radio frequency engineering services of the Company or any of its affiliatestype generally offered by Employer, (iii) in the course management, construction or leasing of the Employee’s employment by a competitortelecommunications towers, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and provision of outsourcing services in the Employee has had and telecommunications industry of the type offered by Employer. The foregoing restriction shall be limited as follows: (a) it will continue apply only to have access to these customersthe extent that the prohibited activities are undertaken within the same geographical area that Employer markets or provides competing services, (vb) the Employee has received and will receive specialized training shall be released from such restriction in the event his employment is terminated by the Company other than for "cause," as that term is defined in Section 1.2 of that certain Redemption Agreement between Koll Telecommunication Services, L.L.C., Castle Rock Telecommunicatxxxx Co., L.L.C., and its affiliatesLCC International, Inc., dated as of June 29, 1998, and (vic) it will not apply if the Employee is expected to generate goodwill voluntarily terminates his employment with Employer; provided, however, that the foregoing restriction shall remain in effect for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twentyPost-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the Company. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, Employment Period so long as the Employer continues to pay Employee's salary and benefits after the Employee provides no Prohibited Services ceases to such corporation or (ii) owning, managing, operating, controlling, or being be employed by any firmthe Employer; provided, corporation or other entity however, that in the same capacity in which the event Employer should elect to discontinue paying Employee's salary and benefits pursuant to this clause (c), Employer shall give Employee was engaged immediately notice of such discontinuance no later than sixty days prior to the Termination effective time of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10discontinuance.

Noncompetition. The Employee acknowledges that (i) the Employee performs services members of the FGX Group engage in a unique nature for the Company that are irreplaceablecompetitive business, and that the Employee’s performance services and responsibilities are unique in character and are of such services to a competing business will result in irreparable harm particular significance to the Companymembers of the FGX Group, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by position with the Company will place him in a competitorposition of confidence and trust with the customers, suppliers, employees of and investors in the FGX Group. The Employee consequently agrees that it is reasonable and necessary for the protection of the members of the FGX Group and its goodwill and business that the Employee would inevitably use or disclose such Confidential Information, (iv) makes the Company and its affiliates have substantial relationships with their customers and the commitments set forth herein. The Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, therefore agrees that during the Employee’s employment Term and for a period of one year thereaftereighteen (18) months thereafter (the “Noncompete Period”), the Employee agrees that the Employee he will notnot as an individual proprietor, whether on the Employee’s own behalf or on behalf or in conjunction with any personpartner, firmshareholder, partnershipofficer, director, employee, consultant, independent contractor, agent, joint ventureventurer, association corporation investor or other business organizationlender, directly or indirectly, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) engage anywhere within in the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged United States in the business of acquiringproviding services relating to the sale or distribution of jewelry, owningsunglasses, leasing, and/or financing cannabis properties reading glasses or any of their accessories or in any other business engaged in which by any member of the Company has engaged or have active plans to engage during FGX Group while the last twenty-four (24) months of Employee’s employment with Employee was employed by the Company. Notwithstanding ; provided, however, that the foregoing, nothing herein shall prohibit beneficial ownership by the Employee from (i) being a passive owner of not more less than five percent (5%) of the shares of common stock of any other corporation having a class of equity securities actively traded on a national securities exchange or over-the-counter market shall not be deemed, in and of a publicly traded corporation engaged in a business that is in competition with itself, to violate the Company or any prohibitions of its affiliatesthis Section 12. Notwithstanding the foregoing, for so long as the Employee provides no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination a majority of the Employee’s employment hereunder, as long as (a) the Board has been apprised issued and outstanding capital stock of the identity ofCompany is owned directly or indirectly by Berggruen Holdings, and the Employee’s role with, such firm, corporation Inc. or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation one or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any more of its affiliates so long as: or a representative of Berggruen Holdings, Inc. or one or more of its affiliates is on the Board (ior any entity owning a majority of the issued and outstanding shares of the Company, whether directly or indirectly) the Company shall have the right to extend the Noncompete Period for an additional six (6) months for a total of twenty-four (24) months (the “Noncompete Extension”) by delivering to Employee and written notice of such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity decision prior to termination of the restrictions contained in this Section 10original eighteen (18) month Noncompete Period.

Noncompetition. The Employee Participant acknowledges that (i) the Employee Participant performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeParticipant’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee Participant has had and will continue to have access to Confidential Information Information, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliatesSubsidiaries or Affiliates, (iii) in the course of the EmployeeParticipant’s employment by a competitor, the Employee Participant would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates Subsidiaries and Affiliates have substantial relationships with their customers and the Employee Participant has had and will continue to have access to these customers, (v) the Employee Participant has received and will receive specialized training from the Company and its affiliatesSubsidiaries and Affiliates, and (vi) the Employee is expected Participant has generated and will continue to generate goodwill for the Company and its affiliates Subsidiaries and Affiliates in the course of the EmployeeParticipant’s employment. Accordingly, during the EmployeeParticipant’s employment with the Company or any of its Subsidiaries or Affiliates and for a period of one year eighteen (18) months thereafter, provided, however, that in the Employee event the Participant receives enhanced benefits pursuant to his employment agreement with the Company due to the termination of his employment in connection with a Change in Control, twelve (12) months (the “Restricted Period”), the Participant agrees that the Employee Participant will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiringinternational or domestic maritime transport of petroleum or petroleum-based products, owningincluding but not limited to crude oil and refined petroleum products (the “Business”), leasingin each case in any locale of any country (and including, and/or financing cannabis properties for the avoidance of doubt, shipping through international waters) in which or any other business in from which the Company has engaged or have active plans to engage during conducts business as of the last twenty-four (24) months end of Employeethe Participant’s employment with the Companyemployment. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Participant from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesSubsidiaries or Affiliates, so long as the Employee provides Participant has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which the Employee was engaged immediately prior to the Termination business of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeExecutive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee Executive has had and will continue to have access to Confidential Information confidential information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliatesSubsidiaries (for purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries), (iii) in the course of Company and its Subsidiaries have substantial relationships with their customers, and the Employee’s employment by a competitor, Executive will have access to these customers during the Employee would inevitably use or disclose such Confidential InformationEmployment Period, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee Executive has had generated and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates Subsidiaries in the course of the EmployeeExecutive’s employment. Accordingly, during the EmployeeExecutive’s employment hereunder and for a period of one year two (2) years thereafter, the Employee Executive agrees that the Employee Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity materially engaged in the competitive business of acquiringselling or distributing the following products manufactured by third parties (x) printing and specialty papers, owning(y) packaging supplies and equipment, leasingor (z) as it relates to printing and specialty papers, and/or financing cannabis properties industrial and commercial maintenance supplies or graphic imaging supplies and equipment (collectively, the “Restricted Business”), in any other business locale of any country in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the Companyconducts such business. Notwithstanding the foregoing, nothing the Company agrees that customers and suppliers of the Company are not deemed to be competitive with the Company merely based upon such status. The Company also agrees that the Executive is not otherwise restricted by the foregoing after the Employment Term to the extent that the Restricted Business is incidental to the business engaged in by such firm, corporation or entity (e.g., Amazon) and the Executive is not directly involved in the Restricted Business of such firm, corporation, or entity. Nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesSubsidiaries, so long as the Employee provides Executive has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which the Employee was engaged immediately prior to the Termination business of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company Group that are irreplaceable, and that the EmployeeExecutive’s performance of such services to a competing business will result in irreparable harm to the CompanyCompany Group, (ii) the Employee Executive has had and will continue to have access to Confidential Information trade secrets and other confidential information of the Company Group, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliatesGroup, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee Executive would inevitably use or disclose such trade secrets and Confidential Information, (iv) the Company and its affiliates have Group has substantial relationships with their its customers and the Employee Executive has had and will continue to have access to these customers, (v) the Employee Executive has received and will receive specialized training from the Company and its affiliatesGroup, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates Group in the course of the EmployeeExecutive’s employment. Accordingly, during the Employee’s employment Employment Term and for a period of one (1) year thereafter, the Employee Executive agrees that the Employee Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to engaged in competition with the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged Group in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other material business in which the Company has Group is engaged on the date of termination or in which they have active plans planned (provided Executive was aware of such plan), on or prior to engage during such date, to be engaged in on or after such date, in any locale of any country in which the last twenty-four (24) months of Employee’s employment with the CompanyCompany Group conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesGroup, so long as the Employee provides Executive has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which the Employee was engaged immediately prior to the Termination business of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, such corporation. The Company and the Employee’s role withExecutive acknowledge and agree that, such firm, corporation or other entity and (bA) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of notwithstanding the restrictions contained in this Section 109(b), (1) Executive shall not be prohibited from accepting employment with any agency of the United States government (provided that, for the avoidance of doubt, the restrictions contained in this Section 9(b) shall be deemed to prohibit Executive during the Restricted Period from participation, directly or indirectly, on behalf of the U.S. Air Force or the National Security Administration (or, for the avoidance of doubt, any other potential future employer) in any program in which any member of the Company Group was engaged, or planned to engage, during the Employment Term), and (2) neither the investments made as of the date hereof by Executive in convertible promissory notes issued by Xxxx.Xx Inc., a Delaware corporation (“Anno”), nor the conversion of any such note listed into equity interests of Anno pursuant to the terms of such note, shall be deemed to violate this Section 9(b); provided that Executive (x) shall hold such note or equity interests received as a result of any such conversion in a purely passive manner, (y) shall not have any role, directly or indirectly, in the day-to-day operations or decision-making of Anno, and (z) shall at no time during the Employment Term and for a period of one (1) year thereafter possess, directly or indirectly, individually or in the aggregate with any other Seller(s) (as defined in the Purchase Agreement), the power to direct or cause the direction of the management, operation or policies of Anno, whether through the ownership of voting securities, by contract or otherwise, and (B) in the event Executive desires to engage in an activity that falls within the scope of this Section 9(b), or with respect to which it is unclear whether such activity falls within the scope of this Section 9(b), the Executive may request the Company’s prior written consent to such activity and, if the Company, in its sole and absolute discretion, consents in writing to the Executive’s requested activity, the Executive may undertake such activity to the extent of the Company’s consent and will not be deemed to have violated this Section 9(b) on account thereof.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential *Portions of this exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed. Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, that is, in whatever form, either directly or indirectlyindirectly through its affiliates, perform engaged, or attempt seeking to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreementacquire a controlling interest in another person, “Prohibited Services” are any services firm corporation or entity that are the same or substantially similar to the services Employee provided to is engaged, in competition with the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any of its subsidiaries or in any other material business in which the Company has or any of its subsidiaries is engaged or have active plans to engage during on the last twenty-four (24) months date of Employee’s employment with termination, in any locale of any country in which the CompanyCompany conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee provides has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which the Employee was engaged immediately prior to the Termination business of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employmentcorporation. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates subsidiaries so long as: (i) as the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10subsidiaries.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeExecutive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee Executive has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee Executive would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, (v) the Employee Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates in the course of the EmployeeExecutive’s employment. Accordingly, during the EmployeeExecutive’s employment hereunder and for a period of one year thereafterthe Restricted Period (as defined below), the Employee Executive agrees that the Employee Executive will not, whether on the Employee’s own behalf or on behalf or not engage in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, perform or attempt to perform Prohibited Services Competitive Activities (as defined below) for in any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same basin or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged location in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the CompanyNorth America. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee provides Executive has no Prohibited Services to active participation in the business of such corporation corporation, or owning a passive investment in any mutual, private equity or hedge fund or similar pooled investment vehicle. For the purposes of this Agreement, (A) “Competitive Activities” shall mean owning any material interest in, participating in (whether as a director, officer, employee, member, or partner), consulting with, or rendering services for (including as an employee), or otherwise engaging in any business or enterprise whose primary business purpose or activity is (I) the acquisition, ownership, operation, finance, maintenance, exploration, production and development of Hydrocarbon Interests or (iiII) owning, managing, operating, controlling, or being employed by any firm, corporation the sale or other entity in disposition of such Hydrocarbon Interests, (B) “Hydrocarbon Interests” shall mean all non-cost bearing oil and gas properties, mineral properties, mineral servitudes and/or mineral rights of any kind (including overriding royalty and royalty interests, net profits interests, oil payment interests, production payment interests and other types of mineral interests), including any rights to acquire any of the same capacity in which foregoing and (C) “Restricted Period” means the Employee was engaged immediately period beginning on the Executive’s last day of employment with the Company and ending (I) on the second anniversary thereof, if such termination of employment occurs prior to the Termination expiration of the Employee’s employment hereunderInitial Term and (II) on the first anniversary thereof, as long as (a) if such termination occurs upon or after the Board has been apprised expiration of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10Initial Term.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company Group that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the CompanyCompany Group, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company Group and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company Group and its affiliates, and (vi) the Employee is expected has generated and will continue to generate goodwill for the Company Group and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one year twenty four (24) months thereafter, the Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the fast casual restaurant business in North America that derives at least twenty percent (20%) of acquiring, owning, leasing, and/or financing cannabis properties its revenue from the sale of (i) Mediterranean inspired items or (ii) any other business in which category of items (e.g., Mexican, Hamburger, Pizza) that represents at least 20% of the Company has engaged or have active plans to engage during Group’s and its affiliates’ revenue on the last twenty-four (24) months date of the Employee’s employment with the Companytermination of employment. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company Group or any of its affiliates, so long as the Employee provides has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which the Employee was engaged immediately prior to the Termination business of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique an important nature for the Company that are irreplaceableand any of its subsidiaries and controlled affiliates, and that the EmployeeExecutive’s performance of such services to a competing business will may result in irreparable harm to the CompanyCompany and its subsidiaries and controlled affiliates, (ii) Executive is a member of the Employee executive and management personnel of the Company and its subsidiaries and controlled affiliates, (iii) Executive has had and will continue to have access to Confidential Information (as defined below) and trade secrets which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its subsidiaries and controlled affiliates, (iiiiv) in the course of the EmployeeExecutive’s employment by a competitor, the Employee would inevitably Executive could use or disclose such Confidential InformationInformation and trade secrets, (ivv) the Company and its subsidiaries and controlled affiliates have substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its subsidiaries and controlled affiliates in the course of the EmployeeExecutive’s employment. Accordingly, during the Employee’s employment Employment Term and for a 12 months following the Termination Date, or during such longer period of one year thereafter(not to exceed 18 months) that Executive is receiving severance benefits under the Severance Plan or Section 6(c) above, the Employee Executive agrees that the Employee Executive will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, perform own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or attempt otherwise, and whether or not for compensation) or render services to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreementperson, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Companyin whatever form, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business a Competing Business in any locale of acquiring, owning, leasing, and/or financing cannabis properties or any other business country in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the Companyits subsidiaries and controlled affiliates conduct business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five four and ninety nine one hundredths percent (54.99%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries and controlled affiliates, so long as the Employee provides Executive has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which business of such corporation. For purposes of this Agreement, the Employee was term “Competing Business” shall mean (x) any business that (A) is engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, primarily in the case design and/or delivery of both customized software solutions to third party customers and/or (aB) and is engaged primarily in the provision of information technology consulting services to third party customers (b)that, prior to the Employee’s termination of employment. In additionis in each case, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition is competitive with the Company or its Subsidiaries), and/or (y) for the avoidance of doubt, any of its affiliates so long as: the following (i) including any Affiliates thereof, any successor entities thereto and any businesses or divisions divested therefrom): Accenture PLC*, Aricent Inc., Boston Consulting Group*, Deloitte & Touche LLP*, Ciklum ApS, CapGemini SE, CGI Group Inc., Cognizant Technology Solutions Corporation, DXC Technology Company, Elephant Ventures, LLC, EPAM Systems, Inc., Equal Experts Inc., Globant LLC, HCL Technologies Limited, Hexaware Technologies Limited, International Business Machines Corp., Infosys Limited, iSoftStone Holdings Limited, KPMG US LLP*, McKinsey & Company*, Mindtree Limited, NearForm Ltd, Ness Technologies Inc., Persistent Systems Ltd., Perficient, Inc., PricewaterhouseCoopers LLP*, Sapient Corporation, SoftServe, Inc., Symphony Teleca Corporation, Tech Mahindra Limited, RazorFish, LLC, Three Pillar Global, Inc., VanceInfo Technologies Inc., Wipro Limited, Xebia Nederland B.V.1 For the Employee avoidance of doubt, Competing Business shall not include software product companies that offer customized solutions for such products and such subsidiary, division or unit does are not engage in a business in competition competitive with the Company or any its Subsidiaries with respect to provision of information technology services to third party customers. As used herein, “competitive with the Company or its affiliates; and (ii) Subsidiaries” means the Employee informs such entity provision of the restrictions contained in this Section 10same or similar solutions or services of the Company or its Subsidiaries.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of and its affiliates, (iiiii) in the course of the Employee’s employment by a competitorCompetitive Business, the Employee would inevitably use or disclose such Confidential Information, (iviii) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, and (viv) the Employee has received generated and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one year thereaftertwelve (12) months following a termination of the Employee’s employment for any reason other than a Qualifying Termination, the Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any engaged in a Competitive Business (as defined below) anywhere within on the Restricted Territory (as defined below). For purposes date of this Agreement, “Prohibited Services” are any services that are the same termination or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has or its affiliates have planned, on or prior to such date, to be engaged in on or have active plans to engage during after such date, in any locale of any country in which the last twenty-four (24) months of Employee’s employment with the CompanyCompany conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five two percent (52%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesCompetitive Business, so long as the Employee provides has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which business of such corporation. For purposes hereof, the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, term “Competitive Business” shall mean any business involved in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10triple net real estate investment trust industry.

Noncompetition. The Employee acknowledges that (a) Each of the Seller and the Foundation agrees that, for a period of five (5) years following the Initial Closing Date, neither the Seller nor the Foundation may engage, either directly or indirectly, in owning, managing, operating, joining, controlling, being retained as a contractor or consultant by or on behalf of, or participating in any manner in the ownership, management, operation or control of or to be connected in any manner with any Person which in any way, directly or indirectly, is engaged in any activity which is directly or indirectly competitive with the Buyer or any of its Affiliates, except (i) the Employee performs services for making, acquiring, servicing, holding and financing of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the CompanyPrivate Loans, (ii) the Employee has had and will continue as otherwise permitted or required pursuant to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliatesthis Agreement, (iii) in the course of event that the Employee’s employment by a competitor, Seller and/or the Employee would inevitably use Foundation are required or disclose such Confidential Information, permitted to retain or repurchase any FFELP Loan or (iv) in the Company event that it is necessary or advisable for the Foundation to purchase and hold any FFELP Loan incidental to the Foundation’s charitable mission, but in any event neither the Foundation nor any of its affiliates have substantial relationships with their customers and Affiliates shall hold or beneficially own FFELP Loans or interests therein having an aggregate outstanding principal balance in excess of $1.0 billion; provided, however, that any FFELP Loans that the Employee has had and will continue Foundation or any of its Affiliates are required to have access repurchase pursuant to these customersthe terms of the Loan Purchase Agreements shall not be included in the $1.0 billion cap. Without limiting the generality of the foregoing, (v) neither the Employee has received and will receive specialized training from Seller nor the Company and its affiliatesFoundation shall, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course each of the Employee’s employment. AccordinglySeller and Foundation shall cause their then current officers, during directors, employees, and agents not to take any of the Employee’s employment following actions on behalf of the Seller or the Foundation (it being understood that such officers, directors, employees and for a period of one year thereafter, the Employee agrees that the Employee will not, whether agents shall not be restricted from taking any such action on the Employee’s their own behalf or on behalf of any entity other than the Seller or Foundation): contact any borrower, school or lender in conjunction with order to originate, acquire, hold, service or finance any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below)FFELP Loan. For purposes of this Agreement, “Prohibited Services” are any services The parties acknowledge that are the same or substantially similar a breach hereof will cause irreparable injury to the services Employee provided Buyer and that monetary damage would not provide an adequate remedy for such breach, and therefore the Buyer may elect to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of have this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the Company. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee provides no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed Section 9.6 specifically enforced by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employmentcourt having equity jurisdiction. In addition, the provisions event either the Seller or the Foundation fails in any manner to observe the requirements of this Section 10(b) 9.6, the Buyer shall be entitled to enforce such provisions through any remedy provided by Law, including but not limited to injunctive relief, and pursue such other remedies for relief which may be violated by the Employee commencing employment with a subsidiary, division available pursuant to Law or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10Agreement.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeExecutive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee Executive has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee Executive would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, (v) the Employee Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates in the course of the EmployeeExecutive’s employment. Accordingly, during the EmployeeExecutive’s employment hereunder and for a period of one year thereafterthe Restricted Period (as defined below), the Employee Executive agrees that the Employee Executive will not, whether on the Employee’s own behalf or on behalf or not engage in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, perform or attempt to perform Prohibited Services Competitive Activities (as defined below) for in any Competitive Business basin or location in which the Company or any of its subsidiaries owns any Hydrocarbon Interests (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are or otherwise makes any services that are the same direct or substantially similar indirect investment in any Hydrocarbon Interests or has demonstrable plans to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage commence any activities or advisory services, direct or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged indirect investment in the business of acquiring, owning, leasing, and/or financing cannabis properties Hydrocarbon Interests or any Competitive Activities in any other business basin or location in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the CompanyNorth America. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee provides Executive has no Prohibited Services active participation in the business of such corporation, or owning a passive investment in any mutual, private equity or hedge fund or similar pooled investment vehicle. For the purposes of this Agreement, (A) “Competitive Activities” shall mean owning any interest in, participating in (whether as a director, officer, employee, member, or partner), consulting with, rendering services for (including as an employee), or in any manner engaging in any business or enterprise involving or related to (I) the acquisition, ownership, operation, finance, maintenance, exploration, production and development of Hydrocarbon Interests, (II) the production and sale of oil, gas and other hydrocarbons produced from such corporation Hydrocarbon Interests, (III) the sale or other disposition of such Hydrocarbon Interests or (iiIV) owning, managing, operating, controlling, any upstream business or being employed by any firm, corporation activities or oil or gas marketing activities or other entity in energy-related activities; (B) “Hydrocarbon Interests” shall mean (I) all oil, gas and/or mineral leases, oil, gas or mineral properties, mineral servitudes and/or mineral rights of any kind (including fee mineral interests, lease interests, farmout interests, overriding royalty and royalty interests, net profits interests, oil payment interests, production payment interests and other types of mineral interests), including any rights to acquire any of the same capacity in which foregoing and (II) all oil and gas gathering, treating, compression, storage, processing and handling assets of any kind, including all rigs, platforms, pipelines, xxxxx, wellhead equipment, pumping units, flowlines, tanks, injection facilities, compression facilities, gathering systems, processing facilities and other related equipment or materials of any kind; and (C) “Restricted Period” means the Employee was engaged immediately period beginning on the Executive’s last day of employment with the Company and ending (I) on the second anniversary thereof, if such termination of employment occurs prior to the Termination expiration of the Employee’s employment hereunderInitial Term and (II) on the first anniversary thereof, as long as (a) if such termination occurs upon or after the Board has been apprised expiration of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10Initial Term.

Noncompetition. The Employee acknowledges that From and after the Effective Date and continuing for the longer of (i) 12 months following the Employee performs services expiration or termination of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, this Agreement or (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course remainder of the Employee’s employment by a competitorTerm of this Agreement, Executive shall not without the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course prior written consent of the Employee’s employment. AccordinglyBoard (w) become employed by, during the Employee’s employment and for a period of one year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organizationundertake to work for, directly or indirectly, perform whether as an advisor, principal, agent, partner, officer, director, employee, shareholder, associate, or attempt consultant of or to, any person, partnership, corporation, or other business entity which is a Major Competitor of Employer in the business of offering, promoting, or syndicating to perform Prohibited Services any person, including developers, investors, or project sponsors, low income housing tax credits under Section 42 of the Internal Revenue Code or the business of offering, promoting, or providing financing for multifamily properties to any person, including the developers, sponsors, and owners of such properties, (as defined belowx) solicit any employee of Employer to change employment, (y) solicit for the purpose of offering, providing, or syndicating low-income housing tax credits or offering or providing multifamily debt financing, any Competitive Business client, customer, or investor of Employer or any of its subsidiaries that closed (as defined belowin any capacity) anywhere within a tax credit or debt financing transaction with Employer or any of its subsidiaries during the Restricted Territory thirty-six (as defined below). For purposes 36) months preceding Executive's termination, or (z) disclose proprietary or confidential information of the Employer or its subsidiaries, including without limitation, tax, deal structuring, pricing, customer, client, revenue, expense, or other similar information; provided, however, if Employer terminates Executive without cause under Section 6(a)(i) of this Agreement, “Prohibited Services” are any services that are or the same or substantially similar to the services Employee provided to the Company during the last twenty-four Executive resigns for good reason under Section 6(b), clause (242) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreementparagraph (a) shall not apply. As used herein "Major Competitor" shall mean Charter Mac and its Affiliates, “Competitive Business” means GMAC and its Affiliates, and any other person or entity engaged in the whose primary business of acquiring, owning, leasing, and/or lines include providing multifamily debt financing cannabis properties or any other business in which the Company has engaged or have active plans to engage during the last twentylow-four (24) months of Employee’s employment with the Company. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the income housing tax credit equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee provides no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination developers, sponsors and owners of such properties, unless the Employee’s employment hereunder, as long as net worth of such person or entity (aif privately held) or the Board has been apprised market capitalization of the identity of, and the Employee’s role with, such firm, corporation or other entity and company (bif publicly held) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10is less than $200 Million.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one year thereafter, the Employee Executive agrees that the Employee he will not, whether on the Employee’s own behalf or on behalf or not engage in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, perform or attempt to perform Prohibited Services Competition (as defined below) for any Competitive Business (as defined below) anywhere while he is employed by the Company. In the event that the Executive engages in Competition within the Restricted Territory (as defined below). For purposes five-year period immediately following the termination of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s his employment with the CompanyCompany for any reason, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the Company. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of his Initial Option shall be immediately forfeited to the extent not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee provides no Prohibited Services to such corporation or previously exercised and (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as he shall forfeit (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entityor, in the case of both (a) and (b), prior payment to the Employee’s termination Executive, shall repay together with interest at the "applicable federal rate", determined in accordance with Section 1274(d) of employmentthe Internal Revenue Code or any successor provision thereto) a pro rata portion of the severance payment provided for in Section 5(c)(i). In additionSuch pro rata portion shall be based upon (x) the number of days remaining between the first day on which the Executive engages in Competition and the fifth anniversary of his last day of employment by the Company, divided by (y) 1826. The Company's sole remedy for the provisions breach of this Section 10(bfollowing his termination of employment shall be as set forth in the preceding two sentences. The Executive shall be deemed to be engaging in "Competition" if he directly or indirectly, owns, manages, operates, controls or participates in the ownership, management, operation or control of or is connected as an officer, employee, partner, director, consultant or otherwise with, or has any financial interest in, any business engaged in the financial services business (a "Competing Business") shall not be violated in any state in which the Company or its subsidiaries or affiliates now or hereafter operate a commercial banking or other material financial services business which is a material part of such business and is in material competition with the business conducted by the Employee commencing Company at the time of the termination of his employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: subsidiaries or affiliates. Notwithstanding the foregoing sentence, the Executive shall not be deemed to be engaging in Competition under the circumstances described in the foregoing sentence if the Executive (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with own or control the Company or any of its affiliates; and Competing Business, (ii) does not serve as a director or a consultant to the Employee informs Competing Business, and (iii) does not have any management or operational responsibility for the Competing Business in any such entity state. Ownership for personal investment purposes only of less than 2% of the restrictions contained in this Section 10voting stock of any publicly held corporation shall not constitute a violation hereof.

Noncompetition. The Employee acknowledges that Raytheon agrees, on behalf of Raytheon and the Affiliates of Raytheon (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitorexcluding independently trusteed benefit plans, the Employee would inevitably use or disclose such Confidential Information"Raytheon Group"), (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and that for a period of one year thereafterthree (3) years after the date hereof (the "Restricted Period"), no member of the Employee agrees that the Employee Raytheon Group will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, engage directly or indirectly, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment indirectly in competition with the Company, includingwhether individually or as a consultant, without limitationpartner, brokerage owner or advisory servicesstockholder of an Entity, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties selling silicon semiconductor devices manufactured or any other business in which sold by the Semiconductor Division Business or the Company has engaged or have active plans to engage during (the last twenty-four (24) months of Employee’s employment with the Company"Restricted Business"). Notwithstanding the foregoing, nothing herein shall prohibit any member of the Employee Raytheon Group from (a) owning, directly or indirectly, less than ten percent (10%) of any class of securities listed on a national securities exchange or traded publicly in the over-the-counter market, (b) directly or indirectly acquiring a business which engages in the Restricted Business if such business is twenty percent (20%) or less (measured by net revenues) of a larger business acquired by a member of the Raytheon Group, provided that Raytheon shall not make any Raytheon Licensed IP available to such business, (c) acquiring a business which engages in the Restricted Business if such business is more than twenty percent (20%) but less than fifty percent (50%) (measured by net revenues) of a larger business acquired by a member of the Raytheon Group, provided that (i) being a passive owner of not more than five percent (5%) such member of the equity securities of a publicly traded corporation engaged in a Raytheon Group places such competitive business that is in competition with for sale promptly after its acquisition and uses commercially reasonable efforts to complete such sale within the Company or any of its affiliates, so long as the Employee provides no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; Restricted Period and (ii) the Employee informs Raytheon shall not make any Raytheon Licensed IP available to such entity business, (d) continuing to produce and sell those products now being produced and sold by members of the restrictions contained Raytheon Group (including within the foregoing all products that were under development as of the date hereof), except those silicon semiconductor devices that have substantially similar specifications to those manufactured by the Company, and (e) continuing any business acquired in this Section 10connection with Raytheon's acquisition of the defense industry businesses of Texas Instruments Incorporated and Xxxxxx Electronics Corporation.

Noncompetition. The Employee acknowledges (a)The Executive recognizes and understands that (i) in performing the Employee performs services responsibilities of a unique nature for the Company that are irreplaceablehis employment, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee he has had and will continue to have access occupy a position of fiduciary trust and confidence, pursuant to Confidential Information whichwhich he has and will continue to develop and acquire experience and knowledge with respect to the Company's business. It is the expressed intent and agreement of the Executive and the Company that such knowledge and experience shall be used exclusively in the furtherance of the interests of the Company and not in any manner which would be detrimental to the Company's interests. The Executive therefore agrees that so long as he is employed by or receiving compensation from the Company and/or any of the other Lynton Companies, and (i) for a period of one (1) year following the termination of this Agreement if disclosedterminated for cause pursuant to Section 6(b) hereof, would unfairly or (ii) for a period of one (1) year following the expiration of the Term if prior thereto the Company has made a Renewal Offer (as defined below) to the Executive and inappropriately the Executive has failed to accept the Renewal Offer within thirty (30) days thereof, the Executive will not be employed by, work for, advise, consult with, serve or assist in competition against any way, directly or indirectly, any party whose business is competitive with the activities or business of the Company or any of its affiliatesthe other Lynton Companies within the States of Connecticut, (iii) New Jersey, New York or Pennsylvania, anywhere within the United Kingdom, or any other states or jurisdictions in which the course Company or any of the Employee’s employment by a competitor, the Employee would inevitably use other Lynton Companies may then operate or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and transact business. The Executive agrees further that he will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordinglynot, during the Employee’s employment and for a period of one year thereafterapplicable periods referred to above, the Employee agrees that the Employee will not, whether on the Employee’s own behalf purchase or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organizationotherwise acquire, directly or indirectly, perform any interest of any kind in any such business which is competitive with that of the Company or attempt any of the other Lynton Companies. The foregoing restrictions on competition by the Executive shall be operative for the benefit of the Company and the other Lynton Companies and of any business owned or controlled by the Company or the other Lynton Companies, or any successor or assign of any of the foregoing. In the event that the provisions of this Section 7 should ever be deemed to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within exceed the Restricted Territory (as defined below)time or geographic limitations permitted by applicable laws, then such provisions shall be reformed to the maximum time or geographic limitations permitted by applicable laws. For purposes of this Agreementhereof, “Prohibited Services” are any services that are the same or substantially similar a "Renewal Offer" shall be deemed to have occurred if at least sixty (60) days prior to the services Employee expiration of the Term, the Company offers to renew this Agreement on similar terms as provided herein for a minimum period of eighteen (18) months at compensation at least equal to the Company during the last twenty-four (24compensation provided under Section 4(a) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the Companyhereof. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business it is specifically understood that is in competition with the Company or any of its affiliates, so long as the Employee provides has no Prohibited Services obligation to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior make a Renewal Offer to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10Executive.

Noncompetition. The Employee In consideration for the Option referenced above in Section 5, Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company Cue that are irreplaceable, and that the EmployeeExecutive’s performance of such services to a competing business will shall result in irreparable harm to the CompanyCue, (ii) Executive is a member of the Employee management personnel of Cue, (iii) Executive has had and will continue to have access to Confidential Information and trade secrets which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliatesCue, (iiiiv) in the course of the EmployeeExecutive’s employment by a competitor, the Employee Executive would inevitably use or disclose such Confidential InformationInformation and trade secrets, (ivv) the Company and its affiliates have Cue has substantial relationships with their its customers and the Employee Executive has had and will continue to have access to these customers, (vvi) the Employee Executive has received and will receive specialized experience and training from the Company and its affiliates, Cue and (vivii) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates Cue in the course of the EmployeeExecutive’s employment. Accordingly, during the EmployeeExecutive’s employment with Cue or its Affiliates and for a period of one year thereafter12 months thereafter except in the case of (i) Executive’s termination by the Company without Cause or (ii) Executive’s inclusion in a Company reduction in force or layoff, the Employee agrees that the Employee will in which case this Section 10(b) shall not apply, Executive shall not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, perform own, manage, operate, control, be employed by or attempt render services to perform Prohibited Services (whether as defined belowan employee, consultant, independent contractor or otherwise, and whether or not for compensation, in each case in the capacity or any substantially similar capacity that Executive rendered services to Cue or its Affiliates) for any Competitive person or entity, in whatever form, that is substantially similar to or competes with the Business (as defined below) anywhere within in any jurisdiction in which Executive performed services or had a material presence or influence on behalf of the Restricted Territory (as defined below)Company. For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business development of acquiring, owning, leasing, drug candidates utilizing Fc-fusion proteins that incorporate peptide-HLA complexes along with different activating and/or financing cannabis properties or any other business in which the Company has engaged or have active plans inhibitory signals to engage during the last twentytarget antigen-four (24) months of Employee’s employment with the Companyspecific T cells. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (ix) being a passive owner of not more than five percent (5%) 1% of the equity securities shares of a publicly publicly-traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee provides no Prohibited Services to such corporation Business or (iiy) owning, managing, operating, controlling, or being becoming employed by any firmor rendering services to (as an independent contractor, corporation consultant or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (aotherwise) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any an entity that engages in a the Business as long as Executive has no direct involvement in the business in competition with the Company unit or any division of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity that engages in the Business and the revenues such entity receives from the Business represent in the aggregate less than 10% of the restrictions contained in this Section 10revenue of such entity.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeExecutive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee Executive has had and will continue to have access to Confidential Information confidential information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliatesSubsidiaries (for purposes of this Agreement, “Subsidiaries” shall mean any corporation or other entity of which the securities or other ownership interests having the voting power to elect a majority of the board of directors or other governing body are, at the time of determination, owned by the Company, directly or through one or more Subsidiaries), (iii) in the course of Company and its Subsidiaries have substantial relationships with their customers, and the Employee’s employment by a competitor, Executive will have access to these customers during the Employee would inevitably use or disclose such Confidential InformationEmployment Period, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee Executive has had generated and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates Subsidiaries in the course of the EmployeeExecutive’s employment. Accordingly, during the EmployeeExecutive’s employment hereunder and for a period of one year two (2) years thereafter, the Employee Executive agrees that the Employee Executive will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity materially engaged in the competitive business of acquiringselling or distributing the following products manufactured by third parties (x) printing and specialty papers, owning(y) packaging supplies and equipment, leasingor (z) as it relates to printing and specialty papers, and/or financing cannabis properties industrial and commercial maintenance supplies or graphic imaging supplies and equipment (collectively, the “Restricted Business”), in any other business locale of any country in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the Companyconducts such business. Notwithstanding the foregoing, nothing the Company agrees that customers and suppliers of the Company are not deemed to be competitive with the Company merely based upon such status. The Company also agrees that the Executive is not otherwise restricted by the foregoing after the Employment Term to the extent that the Restricted Business is incidental to the business engaged in by such firm, corporation or entity (e..g., Amazon) and the Executive is not directly involved in the Restricted Business of such firm, corporation, or entity. Nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesSubsidiaries, so long as the Employee provides Executive has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which the Employee was engaged immediately prior to the Termination business of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company Group that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the CompanyCompany Group, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company Group and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company Group and its affiliates, and (vi) the Employee is expected has generated and will continue to generate goodwill for the Company Group and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one year twenty four (24) months thereafter, the Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as EXHIBIT 10.1 an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in (i) the fast casual restaurant business in North America that derives at least twenty percent (20%) of acquiring, owning, leasing, and/or financing cannabis properties its revenue from the sale of Mediterranean inspired items or in any other material business in which the Company has Group or any of its affiliates is engaged or have active plans to engage during on the last twenty-four (24) months date of the Employee’s termination of employment with the Companyor in which they have planned, on or prior to such date, to be engaged in on or after such date. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company Group or any of its affiliates, so long as the Employee provides has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which the Employee was engaged immediately prior to the Termination business of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for For a period of one year thereafterfive (5) years after the date of this Agreement (the “Restricted Period”), the Employee agrees that the Employee will Seller shall not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organizationand Seller shall cause its Subsidiaries not to, directly or indirectly, perform own, manage, control, operate or attempt engage in, in any manner, any aspect of the Divested Business anywhere in the United States or serve as a distributor, dealer, reseller or sales representative with respect to perform Prohibited Services carry deck cranes or boom trucks, in each case, with a capacity of 20 tons or less (as defined below) for any Competitive Business (as defined below) anywhere within collectively, the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Divested Competitive Business” means ”) including owning any person or security in any entity engaged in the business Divested Competitive Business; provided, however, that, the foregoing shall not prohibit the ownership of acquiring, owning, leasing, and/or financing cannabis properties less than 5.0% of the securities of any corporation or any other business in which the Company has engaged or have active plans to engage during the last twentyentity that is listed 27861141 4846-four (24) months of Employee’s employment with the Company3647-0232.10 on a national securities exchange. Notwithstanding the foregoing, nothing herein in this Section 1 shall prohibit the Employee Seller or its Subsidiaries from (ia) being acquiring for purposes of leasing, leasing, and then disposing of such previously leased, carry deck cranes and boom trucks, in each case, with a passive owner capacity of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company 20 tons or any of its affiliatesless, so long as neither Seller nor any of its Subsidiaries serve as a distributor, dealer, reseller or sales representative with respect thereto (the Employee provides no Prohibited Services “Specified Permitted Divested Business”), (b) continuing to such corporation or engage in its business (iiother than a Divested Competitive Business) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately as conducted prior to the Termination of the Employee’s employment hereunderdate hereof, as or (c) directly or indirectly (x) acquiring an entity that operates a Divested Competitive Business so long as such entity has not, on average over the past three years (a) determined based on the Board has been apprised three most recent available annual financial statements of such entity), derived more than 25% of its annual gross revenue from operating the identity of, and Divested Competitive Business (the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a“Seller After Acquired Business”) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(by) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee operating and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity disposing of the restrictions contained in this Section 10Divested Competitive Business of the Seller After Acquired Business; provided that Seller and its Subsidiaries shall dispose or otherwise cease their operation of the Divested Competitive Business (other than the Specified Permitted Divested Business) of the Seller After Acquired Business within eighteen (18) months of the date of the acquisition of the Seller After Acquired Business.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business “Competitive Business” (as defined below) will result in irreparable harm to the CompanyCompany and Holdco, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its Company, Holdco and their respective affiliates, (iii) in the course of the Employee’s employment by a competitorCompetitive Business, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company Company, Holdco and its their respective affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, and (v) the Employee has received generated and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected continue to generate goodwill for the Company Company, Holdco and its their respective affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one year twelve (12) months thereafter, the Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any engaged in a Competitive Business (as defined below) anywhere within on the Restricted Territory (as defined below). For purposes date of this Agreement, “Prohibited Services” are any services that are the same termination or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has or Holdco or their respective affiliates have planned, on or prior to such date, to be engaged in on or have active plans to engage during after such date, in any locale of any country in which the last twenty-four (24) months of Employee’s employment with the CompanyCompany or Holdco conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five two percent (52%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesCompetitive Business, so long as the Employee provides has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which business of such corporation. For purposes hereof, the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, term “Competitive Business” shall mean any business involved in the case triple net real estate investment trust industry within the United States of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10America.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company Group that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the CompanyCompany Group, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company Group or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company Group and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company Group and its affiliates, and (vi) the Employee is expected has generated and will continue to generate goodwill for the Company Group and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one year twenty four (24) months thereafter, the Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in (i) the fast casual restaurant business in North America that derives at least twenty percent (20%) of acquiring, owning, leasing, and/or financing cannabis properties its revenue from the sale of Mediterranean inspired items or in any other material business in which the Company has Group or any of its affiliates is engaged or have active plans to engage during on the last twenty-four (24) months date of the Employee’s termination of employment with the Companyor in which they have planned, on or prior to such date, to be engaged in on or after such date. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company Group or any of its affiliates, so long as the Employee provides has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which the Employee was engaged immediately prior to the Termination business of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. Seller agrees, for itself and its successors, assigns and any entity which it controls, that during the period commencing on the Closing Date and ending on the three year anniversary of the Closing Date, in consideration of the purchase of the Acquired Assets by Buyer hereunder, (i) prior to Seller's proposed spinoff of the measurement organization (the "Measurement Organization") of Seller into a separate company ("Newco"), the Measurement Organization shall not use the HP Business Intellectual Property licensed back to it under Article 3 of the Technology Transfer Agreement to compete in the digital broadcast video server business and (ii) subsequent to the spinoff of Newco, Newco shall not use the HP Business Intellectual Property licensed back to it under the Technology Transfer Agreement to compete in the digital broadcast video server business. The Employee acknowledges parties acknowledge that (i) prior to the Employee performs services spinoff of a unique nature for Newco, the Company that are irreplaceableremainder of Seller (other than the Measurement Organization), and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) after the Employee has had and will continue to have access to Confidential Information whichspinoff of Newco, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employmentHPCo. Accordingly, during the Employee’s employment and for a period of one year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, perform or attempt to perform Prohibited Services (as defined belowin the Technology Transfer Agreement) has no rights to use the HP Business Intellectual Property after the Closing Date for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreementpurpose, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment including competing with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the Company. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee provides no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employmentBuyer. In addition, Seller agrees, for itself and its successors, assigns and any entity which it controls, that, in consideration of the provisions purchase of this Section 10(b) the Acquired Assets by Buyer hereunder, it shall not, on or prior to the date which is 21 months after the Closing Date, solicit any of the Key Employees who have been hired by Buyer for purposes of obtaining their employment services provided, however, that the foregoing shall not be violated by the prohibit Seller from hiring any such Key Employee, if such hiring (x) results exclusively from such Key Employee's affirmative response to a general recruitment effort carried out through a public solicitation or a general solicitation, (y) is of a Key Employee commencing whose employment with a subsidiary, division Buyer has been terminated by Buyer or unit (z) results from such Key Employee's initiatives in seeking employment with Seller in the absence of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10solicitation by Seller.

Noncompetition. THIS SECTION 10(a) WILL HAVE NO FORCE OR EFFECT, AND WILL NOT BE DEEMED A PART OF THIS AGREEMENT, DURING ANY AND ALL PERIODS IN WHICH THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN THE STATE OF CALIFORNIA, BUT WILL BECOME IMMEDIATELY EFFECTIVE IF AND TO THE EXTENT THE EXECUTIVE PERFORMS SERVICES AS AN EMPLOYEE OF THE COMPANY PRINCIPALLY IN A JURISDICTION OTHER THAN THE STATE OF CALIFORNIA. The Employee Executive acknowledges that (i) the Employee performs services his initial and principal place of a unique nature for the Company that are irreplaceableemployment is Austin, Texas, and therefore, this section 10 (a) is in force and effect on the Effective Date. The Executive further acknowledges that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) with the Company and its affiliates have substantial relationships with Affiliates and their customers and predecessors, the Employee Executive has had and will continue to have access to these customersbecome familiar with the trade secrets of, (v) the Employee has received and will receive specialized training from other confidential information concerning, the Company and its affiliatesAffiliates and their predecessors, that the Executive’s services will be of special, unique and (vi) the Employee is expected extraordinary value to generate goodwill for the Company and its affiliates Affiliates and that the Company’s ability to accomplish its purposes and to successfully pursue its business plan and compete in the course marketplace depends substantially on the skills and expertise of the Employee’s employmentExecutive. AccordinglyTherefore, and in further consideration of the compensation being paid to the Executive hereunder, the Executive agrees that, during the Employee’s employment Employment Period and for a period of one year thereaftertwelve months following the termination of the Employment Period for any reason (the “Restricted Period”), the Employee agrees that the Employee Executive will notnot directly or indirectly own, whether on the Employee’s own behalf or on behalf manage, control, participate in, consult with, render services for, or in conjunction with any person, firm, partnership, joint venture, association corporation or other manner engage in any business organization, directly or indirectly, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment competing with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes businesses of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the Company. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee provides no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entityAffiliates, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with country where the Company or any its Affiliates conducts business; provided, however, that passive investments amounting to no more than three percent of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in voting equity of a business and the Executive’s other current positions and activities described in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 103 will not be prohibited hereby.

Noncompetition. The Employee In further consideration of the issuance of Executive Securities to Executive hereunder, Executive hereby acknowledges that (i) during the Employee performs services course of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against Executive's employment with the Company or any of its affiliatesSubsidiaries Executive shall become familiar, and/or during Executive's employment with NewQuest, LLC, a Texas limited liability company (iii) in "NQLLC"), or any of its Subsidiaries Executive has become familiar with the course of the Employee’s employment by a competitorCompany's, the Employee would inevitably use or disclose such and its Subsidiaries' trade secrets and with other Confidential Information, (iv) Information concerning the Company and its affiliates predecessors and Subsidiaries and that Executive's services have substantial relationships with their customers been and the Employee has had and will shall continue to have access be of special, unique and extraordinary value to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliatesSubsidiaries, including NQLLC, and (vi) the Employee is expected to generate goodwill for therefore Executive hereby agrees that, while employed by the Company and or any of its affiliates in the course of the Employee’s employment. AccordinglySubsidiaries, during the Employee’s employment and for a period of one year thereaftereighteen months after Executive's of Termination (the "Noncompete Period"), the Employee agrees that the Employee will notExecutive shall not directly or indirectly own any interest in, whether on the Employee’s own behalf manage, control, participate in, consult with, render services for, be employed in an executive, managerial or on behalf administrative capacity by, or in conjunction any manner engage in any business competing with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes businesses of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company or its Subsidiaries, as such businesses exist prior to Executive's Date of Termination, or, as of Executive's Date of Termination, are contemplated to exist during the last twentytwelve-four month period following Executive's Date of Termination (24) months of Employee’s employment with the Company"Restricted Business"), including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means within any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business geographical area in which the Company has engaged or have active plans any of its Subsidiaries engage or plan to engage during the last twenty-four (24) months of Employee’s employment with the Companyin such businesses. Notwithstanding the foregoing, nothing Nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five percent (5%) 2% of the equity securities outstanding stock of any class of a corporation which is publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatestraded, so long as Executive has no active participation in the Employee provides no Prohibited Services to business of such corporation or (ii) owningbecoming employed, managingengaged, operating, controlling, associated or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment otherwise participating with a subsidiary, separately managed division or unit Subsidiary of any entity a competitive business that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company Restricted Business (provided that services are provided only to such division or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10Subsidiary).

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business “Competitive Business” (as defined below) will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of and its affiliates, (iii) in the course of the Employee’s employment by a competitorCompetitive Business, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, and (v) the Employee has received generated and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one year twelve (12) months thereafter, the Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any engaged in a Competitive Business (as defined below) anywhere within on the Restricted Territory (as defined below). For purposes date of this Agreement, “Prohibited Services” are any services that are the same termination or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has or its affiliates have planned, on or prior to such date, to be engaged in on or have active plans to engage during after such date, in any locale of any country in which the last twenty-four (24) months of Employee’s employment with the CompanyCompany conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five two percent (52%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesCompetitive Business, so long as the Employee provides has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which business of such corporation. For purposes hereof, the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, term “Competitive Business” shall mean any business involved in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10triple net real estate investment trust industry.

Noncompetition. The Employee acknowledges that (i) the Employee performs services members of the FGX Group engage in a unique nature for the Company that are irreplaceablecompetitive business, and that the Employee’s performance services and responsibilities are unique in character and are of such services to a competing business will result in irreparable harm particular significance to the Companymembers of the FGX Group, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by position with the Company will place him in a competitorposition of confidence and trust with the customers, suppliers, employees of and investors in the FGX Group. The Employee consequently agrees that it is reasonable and necessary for the protection of the members of the FGX Group and its goodwill and business that the Employee would inevitably use or disclose such Confidential Information, (iv) makes the Company and its affiliates have substantial relationships with their customers and the commitments set forth herein. The Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, therefore agrees that during the Employee’s employment Term and for a period of one year thereaftereighteen (18) months thereafter (the “Noncompete Period”), the Employee agrees that the Employee he will notnot as an individual proprietor, whether on the Employee’s own behalf or on behalf or in conjunction with any personpartner, firmshareholder, partnershipofficer, director, employee, consultant, independent contractor, agent, joint ventureventurer, association corporation investor or other business organizationlender, directly or indirectly, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) engage anywhere within in the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged United States in the business of acquiringproviding services relating to the sale or distribution of jewelry, owningsunglasses, leasing, and/or financing cannabis properties reading glasses or any of their accessories or in any other business engaged in which by any member of the Company has engaged or have active plans to engage during FGX Group while the last twenty-four (24) months of Employee’s employment with Employee was employed by the Company. Notwithstanding ; provided, however, that the foregoing, nothing herein shall prohibit beneficial ownership by the Employee from (i) being a passive owner of not more less than five percent (5%) of the shares of common stock of any other corporation having a class of equity securities actively traded on a national securities exchange or over-the-counter market shall not be deemed, in and of a publicly traded corporation engaged in a business that is in competition with itself, to violate the Company or any prohibitions of its affiliatesthis Section 12. Notwithstanding the foregoing, for so long as the Employee provides no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination a majority of the Employee’s employment hereunder, as long as (a) the Board has been apprised issued and outstanding capital stock of the identity ofCompany is owned directly or indirectly by Berggruen Holdings, and the Employee’s role with, such firm, corporation Inc. or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation one or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any more of its affiliates so long as: or a representative of Berggruen Holdings, Inc. or one or more of its affiliates is on the Board (ior any entity owning a majority of the issued and outstanding shares of the Company, whether directly or indirectly) the Company shall have the right to extend the Noncompete Period for an additional six (6) months for a total of twenty-four (24) months (the “Noncompete Extension”) by delivering to Employee and written notice of such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity decision prior to termination of the restrictions contained in this Section 10original eighteen (18) month Noncompete Period. 13.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one (1) year thereafter, the Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to engaged in competition with the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any of its subsidiaries or affiliates in any other material business in which the Company or any of its subsidiaries or affiliates is engaged on the date of termination or in which the Company’s board has considered, on or prior to such date, to have the Company or any of its subsidiaries or affiliates become engaged in on or have active plans to engage after such date, in Oklahoma and the Texas Panhandle, and any basin or area in which the Company’s Board has actively considered having the Company operate during the last twenty-four (24) months of Employee’s employment with the CompanyEmployment Term. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee provides has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which the Employee was engaged immediately prior to the Termination business of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employmentcorporation. In addition, the provisions of this Section 10(b11(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its subsidiaries or affiliates so long as: (i) as the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its subsidiaries or affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10.

Noncompetition. The Employee Participant acknowledges that (i) the Employee Participant performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeParticipant’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee Participant has had and will continue to have access to Confidential Information Information, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliatesSubsidiaries or Affiliates, (iii) in the course of the EmployeeParticipant’s employment by a competitor, the Employee Participant would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates Subsidiaries and Affiliates have substantial relationships with their customers and the Employee Participant has had and will continue to have access to these customers, (v) the Employee Participant has received and will receive specialized training from the Company and its affiliatesSubsidiaries and Affiliates, and (vi) the Employee is expected Participant has generated and will continue to generate goodwill for the Company and its affiliates Subsidiaries and Affiliates in the course of the EmployeeParticipant’s employment. Accordingly, during the EmployeeParticipant’s employment with the Company or any of its Subsidiaries or Affiliates and for a period of one year thereaftersix (6) months thereafter (the “Restricted Period”), the Employee Participant agrees that the Employee Participant will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiringinternational or domestic maritime transport of petroleum or petroleum-based products, owningincluding but not limited to crude oil and refined petroleum products (the “Business”), leasingin each case in any locale of any country (and including, and/or financing cannabis properties for the avoidance of doubt, shipping through international waters) in which or any other business in from which the Company has engaged or have active plans to engage during conducts business as of the last twenty-four (24) months end of Employeethe Participant’s employment with the Companyemployment. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Participant from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesSubsidiaries or Affiliates, so long as the Employee provides Participant has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which the Employee was engaged immediately prior to the Termination business of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business “Competitive Business” (as defined below) will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of and its affiliates, (iii) in the course of the Employee’s employment by a competitorCompetitive Business, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received generated and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment, (vi) the Company has invested significant time and expense in developing the Confidential Information and goodwill, and (vii) the Company’s operations and the operations upon with the Employee works are nationwide in scope. Accordingly, during the Employee’s employment hereunder and for a period of one year thereaftertwelve (12) months following a termination of the Employee’s employment for any reason other than a termination of employment by the Company (x) other than for Cause, (y) by the Employee for Good Reason or (z) as a result of the Company’s non-extension of the Employment Term as provided in Section 1 hereof, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreementown, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Companymanage, includingoperate, without limitationcontrol, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the Company. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee provides no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being be employed by any firm(whether as an employee, corporation consultant, independent contractor or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity ofotherwise, and the Employee’s role withwhether or not for compensation) or render services to any person, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10.whatever

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected has generated and will continue to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one year twelve (12) months thereafter, the Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services engaged in (as defined belowi) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to competition with the Company during the last twenty-four (24) months or any of Employee’s employment with the Company, including, without limitation, brokerage its subsidiaries or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged affiliates in the business of acquiring, owning, leasing, and/or financing cannabis properties United States or (ii) any other material business in which the Company has or any of its subsidiaries or affiliates is engaged on the Termination Date or in which they have active plans planned, on or prior to engage during such date to be engaged in on or after such date (by formal presentation of such planned business to the last twenty-four (24Board and the Board having not rejected such planned business) months of Employee’s employment with in the CompanyUnited States. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five two percent (52%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee provides has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which the Employee was engaged immediately prior to the Termination business of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee acknowledges that (i) During the Employee performs services term of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company my employment or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) consulting relationship with the Company and its affiliates have substantial relationships for eighteen months following the termination of my relationship with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliatesfor any reason, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one year thereafter, the Employee agrees that the Employee I will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, perform manage, engage in, operate, control, work for, consult with, render services to or attempt to perform Prohibited Services (as defined below) for maintain any interest in, or participate in the ownership, management, operation or control of, any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential InformationBusiness. For purposes of this Agreement, “Competitive Business” means any person or entity engaged which is engaged, or is preparing to engage, in the business discovery, development or commercialization of acquiringbiopharmaceuticals for prevention of migraines (“Migraine Products”) anywhere in the Restricted Territory, owningincluding, leasingby way of example and without limitation, and/or financing cannabis properties Amgen, Novartis, Teva and Xxx Xxxxx. For purposes of this Agreement, “Restricted Territory” means the United States, Europe or any other business country in which the Company, during my employment, discovers, develops or commercializes, or has plans to discover, develop or commercialize, Migraine Products, it being understood that, as of the date of this Agreement, the Company has engaged or have active current plans to engage during commercialize Migraine Products throughout the last twenty-four (24) months of Employee’s employment with the CompanyUnited States and Europe. Notwithstanding the foregoing, nothing herein in this Section 10 shall prohibit me from (a) working for, consulting with, or rendering services to, a Competitive Business that does not primarily engage in the Employee discovery, development or commercialization of Migraine Products and which engages in other lines of business that are separate, distinct and divisible from Migraine Products; provided, however, that I must not (i) being serve as a passive owner director or officer of the Competitive Business, (ii) have any role in or oversight of its Migraine Products business, or provide any services, Proprietary Information or advice with respect to Migraine Products, and/or (iii) attend meetings where Migraine Products are discussed; or (b) owning or investing in publicly traded securities, so long as my aggregate holdings do not more than five exceed one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee provides no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity outstanding interest in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10applicable issuer.

Noncompetition. The Employee acknowledges that (i) that, in addition to his access to and possession of Confidential Information, during the Employee performs services of a unique nature for the Company that are irreplaceable, Term he will acquire valuable experience and special training regarding LifeCare’s business and that the Employee’s performance knowledge, experience, and training he will acquire would enable him to injure LifeCare if he were to engage in any business that is competitive with the business of such services to a competing business will result LifeCare. LifeCare agrees, in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course consideration of the Employee’s employment by a competitoracceptance of the restrictions set forth in this Agreement, to grant the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customerstrade secret and other Confidential Information of LifeCare and to LifeCare’s valuable business relations and goodwill. Therefore, Employee shall not, at any time during the Term and for the twelve (v12) consecutive months immediately after the Employee has received and will receive specialized training from Termination Date, directly or indirectly (as an employee, employer, consultant, agent, principal, partner, shareholder, officer, director, or manager or in any other individual or representative capacity), engage, invest, or participate in (i) any long-term acute care hospital business that is in direct competition with the Company and business of LifeCare within a thirty (30) mile radius of any long-term acute care hospital facility operated by LifeCare or its affiliates, and subsidiaries or operating entities, or (viii) within 30 miles of any other healthcare business operated by LifeCare at the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months time of Employee’s employment with the CompanyTermination Date. (Employee shall not be prohibited, includinghowever, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, from owning, leasing, and/or financing cannabis properties or any other business in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the Company. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being as a passive owner of not more investor, less than five percent (5%) of the equity securities of a publicly traded stock of any corporation engaged in a business competitive with that is in competition with of LifeCare.) Employee represents that the Company or any of its affiliates, so long as the Employee provides no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination enforcement of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained restriction in this Section 107 would not be unduly burdensome to Employee and that, in order to induce LifeCare to enter into this Agreement (which contains various benefits to Employee and obligations of LifeCare with respect to Employee’s employment), Employee is willing and able to compete after the Termination Date in other geographical areas not prohibited by this Section 7. The Parties agree that the restrictions in this Section 7 regarding scope of activity, duration, and geographic area are reasonable; however, if any court should determine that any of those restrictions is unenforceable, that restriction shall not thereby be terminated, but shall be deemed amended to the extent required to render it enforceable.

Noncompetition. The Employee acknowledges Sellers recognize that (i) Buyer's decision to enter into this Agreement is induced primarily because of the Employee performs services covenants and assurances made by Sellers in this Agreement; that Sellers' covenant not to compete is necessary to ensure the continuation of a unique nature for the Company that are irreplaceable, business and the reputation of Buyer; and that the Employee’s performance of such services irrevocable harm and damage will be done to a competing business will result Buyer if Sellers compete with Buyer within certain specified areas. Therefore, in irreparable harm to the Company, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course consideration of the Employee’s employment by a competitorpromises of Buyer in this Agreement, Sellers covenant and agree that during the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course term of the Employee’s employment. AccordinglyManagement Services Agreement, during the Employee’s employment and for a period of one (1) year thereafterafter the termination or expiration of the Management Services Agreement, Sellers, through Existing Practice or individually, shall not directly or indirectly own, manage, operate, control, or be otherwise associated with, participate in the Employee agrees that management or control of, be employed by, consult with, lend funds to, lend Sellers' or Existing Practice's name to, receive any remuneration from or maintain any interest whatsoever in any enterprise (i) having to do with the Employee will notprovision, whether on distribution, marketing, promotion, or advertising of any type of management or administrative services or products to third parties in competition with the Employee’s own behalf Buyer within Xxxxxxxxx Xxxxxx or on behalf any Parish in which Existing Practice provides medical services (the "Existing Practice Area") or (ii) offering any type of service(s) or product(s) to third parties similar to those offered by the Buyer in the Existing Practice Area. If Sellers breach any obligation of this Section, in addition to any other remedies available under this Agreement, at law or in conjunction with any personequity, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, perform or attempt Buyer shall be entitled to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes enforce this Agreement by injunctive relief and by specific performance of this Agreement, “Prohibited Services” are any services such relief to be without the necessity of posting a bond, cash or otherwise. Sellers acknowledges the damages that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the Company. Notwithstanding the foregoing, nothing herein shall prohibit the Employee would result from (i) being a passive owner of not more than five percent (5%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliates, so long as the Employee provides no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity in the same capacity in which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions violation of this Section 10(b11 would be Two Hundred Fifty Thousand Dollars ($250,000.00). Sellers shall pay to Buyer in cash this amount within thirty (30) days after Buyer notify Sellers that Sellers has breached this Section 11 or after a final binding judgement. If any provision of this restrictive covenant is held by a court of competent jurisdiction to be unenforceable due to an excessive time period, geographic area, or restricted activity, the restrictive covenant shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition reformed to comply with the Company time period, geographic area, or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10restricted activity that would be held enforceable.

Noncompetition. The Employee Participant acknowledges that (i) the Employee Participant performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeParticipant’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee Participant has had and will continue to have access to Confidential Information Information, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliatesSubsidiaries or Affiliates, (iii) in the course of the EmployeeParticipant’s employment by a competitor, the Employee Participant would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates Subsidiaries and Affiliates have substantial relationships with their customers and the Employee Participant has had and will continue to have access to these customers, (v) the Employee Participant has received and will receive specialized training from the Company and its affiliatesSubsidiaries and Affiliates, and (vi) the Employee is expected Participant has generated and will continue to generate goodwill for the Company and its affiliates Subsidiaries and Affiliates in the course of the EmployeeParticipant’s employment. Accordingly, during the EmployeeParticipant’s employment with the Company or any of its Subsidiaries or Affiliates and for a period of one year thereaftertwelve (12) months thereafter (the “Restricted Period”), the Employee Participant agrees that the Employee Participant will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiringinternational or domestic maritime transport of petroleum or petroleum-based products, owningincluding but not limited to crude oil and refined petroleum products (the “Business”), leasingin each case in any locale of any country (and including, and/or financing cannabis properties for the avoidance of doubt, shipping through international waters) in which or any other business in from which the Company has engaged or have active plans to engage during conducts business as of the last twenty-four (24) months end of Employeethe Participant’s employment with the Companyemployment. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Participant from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesSubsidiaries or Affiliates, so long as the Employee provides Participant has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which the Employee was engaged immediately prior to the Termination business of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee acknowledges that (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business “Competitive Business” (as defined below) will result in irreparable harm to the CompanyCompany and Holdco, (ii) the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its Company, Holdco and their respective affiliates, (iii) in the course of the Employee’s employment by a competitorCompetitive Business, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company Company, Holdco and its their respective affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, and (v) the Employee has received generated and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected continue to generate goodwill for the Company Company, Holdco and its their respective affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment hereunder and for a period of one year twenty-four (24) months thereafter, the Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any engaged in a Competitive Business (as defined below) anywhere within on the Restricted Territory (as defined below). For purposes date of this Agreement, “Prohibited Services” are any services that are the same termination or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has or Holdco or their respective affiliates have planned, on or prior to such date, to be engaged in on or have active plans to engage during after such date, in any locale of any country in which the last twenty-four (24) months of Employee’s employment with the CompanyCompany or Holdco conducts business. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five two percent (52%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesCompetitive Business, so long as the Employee provides has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which business of such corporation. For purposes hereof, the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, term “Competitive Business” shall mean any business involved in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10triple net real estate investment trust industry.

Noncompetition. The Employee acknowledges that Executive agrees that, during the Restricted Period, the Executive shall not be employed by, serve as a consultant to, or otherwise assist or directly or indirectly provide services to a Competitor (as defined below) if (i) the Employee performs services that the Executive is to provide to the Competitor are the same as, or substantially similar to, any of a unique nature for the services that the Executive provided to the Company that are irreplaceableor the Affiliates, and that the Employee’s performance of such services are to a competing business will result be provided with respect to any location in irreparable harm which the Company or an Affiliate had material operations during the twelve (12) month period prior to the CompanyTermination Date, or with respect to any location in which the Company or an Affiliate had devoted material resources to establishing operations during the twelve (12) month period prior to the Termination Date; or (ii) the Employee has trade secrets, Confidential Information, or proprietary information (including, without limitation, confidential or proprietary methods) of the Company and the Affiliates to which the Executive had and will continue access could reasonably be expected to benefit the Competitor if the Competitor were to obtain access to such secrets or information. For purposes of this paragraph, services provided by others shall be deemed to have access been provided by the Executive to Confidential Information whichCompetitor if the Executive had material supervisory responsibilities with respect to the provision of such services. The term “Competitor” means any enterprise (including a person, if disclosedfirm, business, division, or other unit, whether or not incorporated) during any period in which a material portion of its business is (and during any period in which it intends to enter into business activities that would unfairly and inappropriately assist be) materially competitive in competition against any way with any business in which the Company or any of its affiliates, (iii) in the course of the Employee’s employment by a competitor, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, Affiliates were engaged during the Employee’s employment and for a twelve (12) month period of one year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, perform or attempt to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar prior to the services Employee provided to the Company during the last twenty-four Executive’s Termination Date (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory servicesany business if the Company devoted material resources to entering in such business during such twelve (12) month period), or services that require Employee to use or disclose Confidential Information. For but for purposes of this Agreementclause (c) above, the term “Competitive BusinessCompetitor” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in shall be limited to those businesses to which the Company has engaged or have active plans to engage during the last twenty-four (24) months Executive devoted more than an insignificant amount of Employee’s employment with time while employed by the Company. Notwithstanding the foregoing, nothing herein the term “Competitor” shall prohibit not include a business of a Competitor if such business would not, as a stand-alone enterprise, constitute a “Competitor” under the Employee from (i) being a passive owner of foregoing definition, provided that Executive does not more than five percent (5%) render any services to, or otherwise assist the portion of the equity securities of a publicly traded corporation engaged in a business that is in competition competes with the Company and its Affiliates. For the avoidance of doubt, the Company’s and Affiliates’ businesses shall include, without limitation, the lines of business set forth in the Company’s annual report on Form 10-K, provided that nothing in this sentence shall be construed to limit the type of business of the Company and the Affiliates or any of its affiliates, so long as the Employee provides no Prohibited Services restrictions with respect to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity businesses in the same capacity in which the Employee was engaged immediately prior future. Any payments owed to the Termination Executive at time of the Employeeseparation as described herein shall be contingent upon Executive’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition compliance with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10post-employment noncompetition provisions.

Noncompetition. The Employee acknowledges that (i) the Employee performs shall perform services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business “Competitive Business” (as defined below) will result in irreparable harm to the Company, (ii) the Company shall provide the Employee has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of and its affiliates, (iii) in the course of the Employee’s employment by a competitorCompetitive Business during the non-compete period set forth herein, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to shall have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is shall be expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment, (vi) the Company has invested significant time and expense in developing the Confidential Information and goodwill, and (vii) the Company’s operations and the operations upon with the Employee shall work are nationwide in scope. Accordingly, during the Employee’s employment hereunder and for a period of one year thereaftertwelve (12) months following a termination of the Employee’s employment for any reason, the Employee agrees that the Employee will not, directly or indirectly, own, manage, operate, control, be employed by (whether on the Employee’s own behalf as an employee, consultant, independent contractor or on behalf otherwise, and whether or in conjunction with not for compensation) or render services to any person, firm, partnership, joint venture, association corporation or other business organizationentity, directly or indirectlyin whatever form, perform or attempt to perform Prohibited Services (as defined below) for any engaged in a Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the CompanyUnited States. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (i) being a passive owner of not more than five two percent (52%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its affiliatesCompetitive Business, so long as the Employee provides has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which the Employee was engaged immediately prior to the Termination business of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employmentcorporation. In additionFor purposes hereof, the provisions of this Section 10(b) term “Competitive Business” shall not be violated mean a publicly traded real estate investment trust that is identified by the Employee commencing employment with National Association of Real Estate Investment Trusts as a subsidiary, division “mall REIT” or unit of any entity that engages in a business in competition with “shopping center REIT” (other than the Company or any a surviving or resulting entity upon a Change of its affiliates so long as: (i) the Employee and such subsidiaryControl, division or unit does not engage in a business in competition with the Company or any of its their respective affiliates; ) and (ii) the term “Employee’s Termination” shall mean the date the Employee informs such entity of ceases to be employed by the restrictions contained in this Section 10Company for whatever reason, whether voluntarily or involuntarily.

Noncompetition. The Employee Executive acknowledges that (i) the Employee Executive performs services of a unique nature for the Company that are irreplaceable, and that the EmployeeExecutive’s performance of such services to a competing business will result in irreparable harm to the Company, (ii) the Employee Executive has had and will continue to have access to Confidential Information Information, which, if disclosed, would unfairly and inappropriately assist in competition against the Company or any of its affiliates, (iii) in the course of the EmployeeExecutive’s employment by a competitor, the Employee Executive would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee Executive has had and will continue to have access to these customers, (v) the Employee Executive has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected Executive has generated and will continue to generate goodwill for the Company and its affiliates in the course of the EmployeeExecutive’s employment. Accordingly, during the EmployeeExecutive’s employment hereunder and for a period of one year thereafter12 months thereafter (the “Restricted Period”), the Employee Executive agrees that the Employee Executive will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firm, partnership, joint venture, association corporation or other business organization, directly or indirectly, perform own, manage, operate, control, be employed by (whether as an employee, consultant, independent contractor or attempt otherwise, and whether or not for compensation) or render services to perform Prohibited Services Vanity Fair Outlet, Xxxxx Apparel Group (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined belowXxxxx NY). For purposes of this Agreement, “Prohibited Services” are any services that are the same Theory or substantially similar to the services Employee provided to the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory servicesXxxxx & Xxxxxx, or services that require Employee to use any of their successors or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the Companyaffiliates. Notwithstanding the foregoing, nothing herein shall prohibit the Employee Executive from (i) being a passive owner of not more than five one percent (51%) of the equity securities of a publicly traded corporation engaged in a business that is in competition with the Company or any of its subsidiaries or affiliates, so long as the Employee provides Executive has no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, corporation or other entity active participation in the same capacity in which the Employee was engaged immediately prior to the Termination business of the Employee’s employment hereunder, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In addition, the provisions of this Section 10(b) shall not be violated by the Employee commencing employment with a subsidiary, division or unit of any entity that engages in a business in competition with the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliates; and (ii) the Employee informs such entity of the restrictions contained in this Section 10corporation.

Noncompetition. The Employee acknowledges During the Employment Period and until the 12-month anniversary of the Executive's Date of Termination if the Executive's employment is terminated by the Company for Cause or the Executive terminates employment without Good Reason, the Executive shall not engage in or become associated with any Competitive Activity. For purposes of this Section 9(b), a "Competitive Activity" shall mean any business or other endeavor that engages in any state in which the Company has significant business operations as of the Date of Termination to a significant degree in a business that directly competes with all or any substantial part of the Company's business as of the Date of Termination; provided, that, a Competitive Activity shall not include (i) the Employee performs services of a unique nature for the Company that are irreplaceable, and that the Employee’s performance of such services to a competing business will result in irreparable harm any speaking engagement to the Companyextent such speaking engagement does not promote or endorse a product or service of the Business, (ii) the Employee has had and will continue writing of any book or article relating to have access subjects other than the Business (e.g., nonfiction relating to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Company Executive's career or any of its affiliates, general business advice) or (iii) the television, video or movie business. The Executive shall be considered to have become "associated with a Competitive Activity" if he becomes involved as an owner, employee, officer, director, independent contractor, agent, partner, advisor, Rodney M. Bagley Employment Agreement or in the course any other capacity cxxxxxx xxx xxx xendition of the Employee’s employment by a competitorExecutive's personal services, the Employee would inevitably use or disclose such Confidential Information, (iv) the Company and its affiliates have substantial relationships with their customers and the Employee has had and will continue to have access to these customers, (v) the Employee has received and will receive specialized training from the Company and its affiliates, and (vi) the Employee is expected to generate goodwill for the Company and its affiliates in the course of the Employee’s employment. Accordingly, during the Employee’s employment and for a period of one year thereafter, the Employee agrees that the Employee will not, whether on the Employee’s own behalf or on behalf or in conjunction with any person, firmindividual, partnership, joint venture, association corporation or other business organization, directly or indirectly, perform or attempt organization that is engaged in a Competitive Activity and his involvement relates to perform Prohibited Services (as defined below) for any Competitive Business (as defined below) anywhere within the Restricted Territory (as defined below). For purposes of this Agreement, “Prohibited Services” are any services that are the same or substantially similar a significant extent to the services Employee provided to Competitive Activity of such entity; provided, however, that the Company during the last twenty-four (24) months of Employee’s employment with the Company, including, without limitation, brokerage or advisory services, or services that require Employee to use or disclose Confidential Information. For purposes of this Agreement, “Competitive Business” means any person or entity engaged in the business of acquiring, owning, leasing, and/or financing cannabis properties or any other business in which the Company has engaged or have active plans to engage during the last twenty-four (24) months of Employee’s employment with the Company. Notwithstanding the foregoing, nothing herein Executive shall prohibit the Employee not be prohibited from (ia) being a passive owner of not more owning less than five percent (5%) of the equity securities of a any publicly traded corporation, whether or not such corporation engaged in a business that is in competition with the Company or any (b) serving as a director of its affiliates, so long as the Employee provides no Prohibited Services to such corporation or (ii) owning, managing, operating, controlling, or being employed by any firm, a corporation or other entity in the same capacity in primary business of which the Employee was engaged immediately prior to the Termination of the Employee’s employment hereunderis not a Competitive Activity. If, as long as (a) the Board has been apprised of the identity of, and the Employee’s role with, such firm, corporation or other entity and (b) the Board has previously approved in writing the Employee’s role with such firm, corporation or other entity, in the case of both (a) and (b), prior to the Employee’s termination of employment. In additionat any time, the provisions of this Section 10(b9(b) shall not be violated determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 9(b) shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the Employee commencing employment with a subsidiary, division court or unit of any entity that engages in a business in competition with other body having jurisdiction over the Company or any of its affiliates so long as: (i) the Employee and such subsidiary, division or unit does not engage in a business in competition with the Company or any of its affiliatesmatter; and (ii) the Employee informs such entity of the restrictions contained in Executive agrees that this Section 109(b) as so amended shall be valid and binding as though any invalid or unenforceable provision had not been included herein.