Common use of Covenants Against Competition Clause in Contracts

Covenants Against Competition. (i) The Executive acknowledges that as of the execution of this Employment Agreement (i) the Company is a multi-state operator in the cannabis industry in the United States (the “Business”); (ii) the Company’s Business is currently primarily conducted in Delaware, Illinois, Maryland, Massachusetts and Nevada and may be expanded to other locations; (iii) his employment with the Company will have given him access to confidential information concerning the Company; and (iv) the agreements and covenants contained in this Agreement are essential to protect the business and goodwill of the Company. Accordingly, the Executive covenants and agrees as follows: (ii) In consideration of the payment by the Company to the Executive of amounts that may hereafter be paid to the Executive pursuant to this Agreement (including, without limitation, pursuant to Sections 3 and 5 hereof) and other obligations undertaken by the Company hereunder, without the prior written consent of the Board, the Executive shall not during the Restricted Period (as defined below) within the Restricted Area (as defined below) (except in the Executive’s capacity as an officer of the Company or any of its affiliates), (a) engage or participate in the Business; (b) enter the employ of, or render any services (whether or not for a fee or other compensation) to, any person engaged in the Business; or (c) acquire an equity interest in any such person; provided, that the foregoing restrictions shall not apply at any time if the Executive’s employment is terminated during the Term by the Executive for Good Reason (as defined in Section 8(b) above) or by the Company other than for “Cause”; provided, further, that during the Restricted Period the Executive may own, directly or indirectly, solely as a passive investment, securities of any publicly traded company. (iii) As used herein: (A) “Restricted Period” shall mean the period commencing on the Effective Date and ending on the second anniversary of the Executive’s termination of employment; and (B) “Restricted Area” shall mean any state in which the Company is then actively conducting or considering conducting Business.

Covenants Against Competition. (i) The Executive acknowledges that as of the execution of this Employment Agreement (i) the Company is engaged in real estate finance specializing in originating, servicing and managing a multi-state operator portfolio of first mortgage loans to real estate investors to fund their acquisition, renovation, rehabilitation, development or improvement of residential or commercial properties located primarily in the cannabis industry in the United States Connecticut, Massachusetts, Rhode Island and New York (the “Business”); (ii) the Company’s Business is currently primarily conducted currently in DelawareConnecticut, IllinoisMassachusetts, Maryland, Massachusetts Rhode Island and Nevada New York and may be expanded to other locations; (iii) his employment with the Company will have given him access to confidential information concerning the Company; and (iv) the agreements and covenants contained in this Agreement are essential to protect the business and goodwill of the Company. Accordingly, the Executive covenants and agrees as follows: (ii) In consideration of the payment by the Company to the Executive of amounts that may hereafter be paid to the Executive pursuant to this Agreement (including, without limitation, pursuant to Sections 3 and 5 hereof) and other obligations undertaken by the Company hereunder, without Without the prior written consent of the Board, the Executive shall not during the Restricted Period (as defined below) within the Restricted Area (as defined below) (except in the Executive’s capacity as an officer of the Company or any of its affiliates), (a) engage or participate in the Business; (b) enter the employ of, or render any services (whether or not for a fee or other compensation) to, any person engaged in the Business; or (c) acquire an equity interest in any such person; provided, that the foregoing restrictions shall not apply at any time if the Executive’s employment is terminated during the Term by the Executive for Good Reason (as defined in Section 8(b) above) or by the Company other than for “Cause”; provided, further, that during the Restricted Period the Executive may own, directly or indirectly, solely as a passive investment, securities of any publicly company traded companyon any national securities exchange or on the National Association of Securities Dealers Automated Quotation System. (iii) As used herein: (A) “Restricted Period” shall mean the period commencing on the Effective Date and ending on the second anniversary of the Executive’s termination of employment; and (B) “Restricted Area” shall mean any state place within Connecticut, Massachusetts, Rhode Island and New York and any other location in which the Company is then actively conducting or considering conducting Business.

Covenants Against Competition. (i) The Executive acknowledges that as of the execution of this Employment Agreement (i) he will obtain from the Company is a multi-state operator in the cannabis industry in the United States (the “Business”); (ii) the Company’s Business is currently primarily conducted in Delaware, Illinois, Maryland, Massachusetts and Nevada and may be expanded to other locations; (iii) his employment with the Company will have given him access to confidential valuable information concerning the Company; and (iv) the agreements and covenants contained in this Agreement are essential to protect regarding the business and goodwill of the Company. Accordingly, and that the services to be rendered by Executive are of a special character which have unique value to the Company, the loss of which will not be readily calculable. Executive further acknowledges that the customers of the Company are located throughout the world, and the market of the Company has no defined geographic boundaries, so a business could be located anywhere in the world, and certainly within the United States, and compete with the Company. In view of the unique value to the Company of the services of Executive and in light of the confidential information to be obtained by or disclosed to Executive as hereinabove set forth, including access to the business plans and methods of operation of the Company, and as a material inducement to the Company to employ Executive, he covenants and agrees as follows: (iia) In consideration Commencing with the date of the payment this Agreement and continuing for a period of six (6) months after Executive ceases to be employed by the Company to the Executive of amounts that may hereafter be paid to the Executive pursuant to this Agreement (includingfor any reason, without limitation, pursuant to Sections 3 and 5 hereof) and other obligations undertaken by the Company hereunder, without the prior written consent of the Board, the Executive shall not during the Restricted Period (as defined below) within the Restricted Area (as defined below) (except in the Executive’s capacity as an officer of the Company or any of its affiliates), (a) engage or participate in the Business; (b) enter the employ of, or render any services (whether or not for a fee or other compensation) to, any person engaged in the Business; or (c) acquire an equity interest in any such person; provided, that the foregoing restrictions shall not apply at any time if the Executive’s employment is terminated during the Term by the Executive for Good Reason (as defined in Section 8(b) above) or by the Company other than for “Cause”; provided, further, that during the Restricted Period the Executive may ownnot, directly or indirectly, solely as own, operate, manage, control or participate in the ownership, operation, management or control, or perform services of a passive investmentnature substantially similar to those performed or provided by Executive for the Company during the last twelve months of his employment, securities to or for any person, firm, or other entity engaged in the business of providing products or services which are the same as, or substantially the same as, those provided by the Company at the time Executive’s employment ceases, and which are competitive with the Company (‘the Business”). The restrictions set forth herein apply only to those persons, firms, or other entities which are engaged in the Business within the Continental United States. Nothing herein shall prohibit Executive from working (i) for any publicly traded companyperson, firm or entity that is not in competition with the Company, or (ii) in any employment position in which he could not cause the Company any competitive harm. (b) Commencing with the date of this Agreement and continuing for a period of six (6) months after Executive’s employment ceases, Executive shall not, directly or indirectly, as a principal, agent, employer, employee, partner, consultant, or in any other capacity, solicit, divert from the Company or do business with any customer of the Company, either in whole or in part, for the purpose of providing any products or services which are the same as or substantially the same as, and which are competitive with, the Company products and services sold at the time Executive’s employment ceases. The phrase “customer” of the Company means any person or entity (i) to whom Executive has, directly or indirectly, provided services or products on behalf of the Company at any time during the 12 months preceding the cessation of Executive’s employment; (ii) to whom Executive had, directly or indirectly, either met, spoken or communicated with for the purpose of offering the Company’s services or products during the 12 months preceding the cessation of his employment; or (iii) As used herein: any person or entity about whom Executive acquired material information based on his employment with the Company within 12 months of cessation thereof, and as to whom Executive has been informed that the Company will be or has been providing Company products or services. (Ac) “Restricted Period” Commencing with the date of this Agreement and continuing for a period of six (6) months after he ceases to be employed by the Company for any reason, Executive shall mean the period commencing on the Effective Date and ending on the second anniversary not, directly or indirectly, recruit, solicit for employment or employ any person who was an employee of the Company at any time during the twelve (12) months preceding the cessation of Executive’s termination of employment; and (B) “Restricted Area” shall mean any state in which the Company is then actively conducting or considering conducting Business.

Covenants Against Competition. (i) The Executive acknowledges that as of the execution of this Employment Agreement (i) the Company is a multi-state operator engaged in (A) the cannabis industry sale, distribution and marketing of batteries, inverters, chargers and other portable power supply products and accessories thereto, and related products and products and components used in the United States security systems and (B) in providing third party logistics services (the “Business”); (ii) the Company’s Business is conducted currently primarily conducted in Delaware, Illinois, Maryland, Massachusetts and Nevada throughout the United States and may be expanded to other locations; (iii) his employment with the Company will have given him access to confidential information concerning the Company; and (iv) the agreements and covenants contained in this Agreement are essential to protect the business and goodwill of the Company. Accordingly, the Executive covenants and agrees as follows: (ii) In consideration of the payment by the Company to the Executive of amounts that may hereafter be paid to the Executive pursuant to this Agreement (including, without limitation, pursuant to Sections 3 and 5 hereof) and other obligations undertaken by the Company hereunder, without Without the prior written consent of the Board, the Executive shall not during the Restricted Period (as defined below) within the Restricted Area (as defined below) (except in the Executive’s capacity as an officer of the Company or any of its affiliates), (a) engage or participate in the Business; (b) enter the employ of, or render any services (whether or not for a fee or other compensation) to, any person engaged in the Business; or (c) acquire an equity interest in any such person; provided, that the foregoing restrictions shall not apply at any time if the Executive’s employment is terminated during the Term by the Executive for Good Reason (as defined in Section 8(b) abovebelow) or by the Company other than for “Cause”; provided, further, that during the Restricted Period the Executive may own, directly or indirectly, solely as a passive investment, securities of any publicly company traded companyon any national securities exchange or on the National Association of Securities Dealers Automated Quotation System. (iii) As used herein: (A) “Restricted Period” shall mean the period commencing on the Effective Commencement Date and ending on the second anniversary of the Executive’s termination of employment; and (B) “Restricted Area” shall mean any state place within the United States and any other country in which the Company is then actively conducting or considering conducting Business.

Covenants Against Competition. TPR Holding and the TPR Owners acknowledge that (i) The Executive acknowledges that as of the execution of this Employment Agreement (i) the Company is a multi-state operator TPR and its subsidiaries are involved in the cannabis industry business of (A) soliciting assets for management by professional investment managers and (B) providing client liaison services in respect of asset management accounts (such businesses collectively referred to herein as the United States (the “"Business”"); (ii) the Company’s Business is currently primarily conducted international in Delaware, Illinois, Maryland, Massachusetts scope; and Nevada and may be expanded to other locations; (iii) his employment with WPS Ltd. would not purchase the Company will have given him access to confidential information concerning the Company; and (iv) TPR Exchange Shares but for the agreements and covenants of TPR Holding and the TPR Owners contained in this Agreement are essential to protect the business and goodwill of the CompanyArticle 9. Accordingly, TPR Holding and the Executive covenants TPR Owners severally covenant and agrees as followsagree with WPS Ltd. that: (ii) In consideration of the payment by the Company to the Executive of amounts that may hereafter be paid to the Executive pursuant to this Agreement (including, without limitation, pursuant to Sections 3 and 5 hereof) and other obligations undertaken by the Company hereunder, without the prior written consent of the Board, the Executive shall not during the Restricted Period (as defined below) within the Restricted Area (as defined below) (except in the Executive’s capacity as an officer of the Company or any of its affiliates), (a) engage or participate in the Business; (b) enter the employ of, or render any services (whether or not for a fee or other compensation) to, any person engaged in the Business; or (c) acquire an equity interest in any such person; provided, that the foregoing restrictions they shall not apply at any time if the Executive’s employment is terminated during the Term by the Executive for Good Reason (as defined in Section 8(b) above) or by the Company other than for “Cause”; provided, further, that during the Restricted Period the Executive may ownnot, directly or indirectly, solely as principals, employees or otherwise, within The Netherlands, for a passive investment, securities of any publicly traded company. (iii) As used herein: (A) “Restricted Period” shall mean the period commencing on the Effective Closing Date and terminating two years following the Closing Date (the "Restricted Period"), (1) engage in the Business (other than on behalf of WPS Ltd. or any Affiliate thereof) or (2) solicit, knowingly accept or divert from TPR and its Affiliates any orders, enquiries or business related to the Business from any person or entity that shall have done business related to the Business with TPR or any Affiliate of either company during the twelve months ending on the second anniversary Closing Date; (b) during and after the Restricted Period, they shall (i) keep secret and retain in strictest confidence, and (ii) shall not use for the benefit of themselves or others, except in connection with the business affairs of WPS Ltd. and its Affiliates, all or any confidential matters relating to WPS Ltd. and its Affiliates learned heretofore or hereafter directly or indirectly from WPS Ltd. or TPR (the "Confidential Information"), and shall not disclose such Confidential Information to anyone outside of WPS Ltd. and its Affiliates except with the express prior written consent of WPS Ltd. and except for Confidential Information which (i) is at the time of receipt or thereafter becomes publicly known through no wrongful act of TPR Holding and the TPR Owners or (ii) is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement; (c) during the Restricted Period, they shall not, directly or indirectly, knowingly solicit or encourage any senior, managerial, professional or other non-clerical employee of WPS Ltd. or any Affiliate thereof to leave the employment of WPS Ltd. or any Affiliate thereof, or hire any such employee, who has left the employment of WPS Ltd. or any Affiliate thereof after the date of this Agreement, within one year of the Executive’s termination of employmentsuch employee's employment with WPS Ltd. or any Affiliate thereof; and (d) all memoranda, notes, lists, records and other documents (Band all copies thereof) “Restricted Area” made or compiled by or made available to TPR Holding and the TPR Owners concerning WPS Ltd. or any of its Affiliates shall mean be WPS Ltd.'s property and shall be delivered to WPS Ltd. at any state in which the Company is then actively conducting or considering conducting Businesstime on request.

Covenants Against Competition. (ia) The Executive acknowledges Parties acknowledge and agree that as of (A) Buyer’s specific intent is to conduct the execution of this Employment Agreement (i) Restricted Business through the Company is a multi-state operator in Acquired Companies after the cannabis industry in the United States (the “Business”); (ii) the Company’s Business is currently primarily conducted in Delaware, Illinois, Maryland, Massachusetts and Nevada and may be expanded to other locations; (iii) his employment with the Company will have given him access to confidential information concerning the CompanyClosing; and (ivB) the agreements and covenants contained set forth in this Agreement Section 5.20 are essential appropriate to protect enable Buyer to retain the business and goodwill of the CompanyAcquired Companies in the Restricted Business, which is based on the efforts of the Acquired Companies prior to the consummation of the Transaction. Accordingly, the Executive covenants and Seller agrees as follows: (ii) In consideration of the payment by the Company to the Executive of amounts that may hereafter be paid to the Executive pursuant to this Agreement (including, without limitation, pursuant to Sections 3 and 5 hereof) and other obligations undertaken by the Company hereunder, without the prior written consent of the Board, the Executive shall not during the Restricted Period (as defined below) within the Restricted Area (as defined below) (except in the Executive’s capacity as an officer of the Company or neither it nor any of its affiliates), (a) engage or participate in the Business; (b) enter the employ of, or render any services (whether or not for a fee or other compensation) to, any person engaged in the Business; or (c) acquire an equity interest in any such person; provided, that the foregoing restrictions shall not apply at any time if the Executive’s employment is terminated during the Term by the Executive for Good Reason (as defined in Section 8(b) above) or by the Company other than for “Cause”; provided, further, that during the Restricted Period the Executive may ownAffiliates shall, directly or indirectly, solely as a passive investment, securities of any publicly traded company.: (iiii) As used herein: (A) “Restricted Period” shall mean For the period commencing beginning on the Effective Closing Date and ending on the second two year anniversary of the Executive’s termination Closing Date, engage in or have any interest (financial or otherwise) in, or serve in any capacity of employmentcontrol with, any Person (other than Buyer or an Acquired Company) engaged in the Restricted Business anywhere in the world; (ii) For the period beginning on the Closing Date and ending 18 months after the Closing Date (the “Restriction Period”), solicit, hire, engage or retain any individual who is or has been at any time during the Restriction Period an employee of either of the Acquired Companies; provided that (A) general solicitations for employment that are not directed to such employee shall be permitted; and (B) “any individual who has been terminated may be solicited by Seller and its Affiliates six months after such termination; or (iii) Attempt to do any of the foregoing. (b) Notwithstanding anything to the contrary contained herein, nothing in this Section 5.20 will: (i) Prohibit or restrict the ownership by Seller or any of its Affiliates, solely for investment purposes, of less than 5% of the equity securities of a publicly traded entity that engages in the Restricted Area” shall mean Business as long as neither Seller nor any state in which the Company of its Affiliates is then actively conducting a controlling Person or considering conducting Business.a member of a group that controls such Person;

Covenants Against Competition. (i) The Executive acknowledges that as of the execution of this Employment Agreement that: (i) the Company is a multi-state operator in and its Affiliates anticipate conducting their business throughout the cannabis industry in the continental United States (the “Business”); States, (ii) from and after the Company’s Business is currently primarily conducted in DelawareEmployment Date the Executive's work for the Company and its Affiliates will continue to bring him into close contact with many confidential affairs not readily available to the public, Illinois, Maryland, Massachusetts including confidential and Nevada proprietary information and may be expanded to other locations; trade secrets and (iii) his employment with the Company will have given him access to confidential information concerning the Company; and (iv) the agreements and covenants contained in this Agreement are essential Section 6 will not involve a substantial hardship upon the Executive's future livelihood. In order to protect induce the business and goodwill of the Company. AccordinglyCompany to enter into this Employment Agreement, the Executive covenants and agrees as followsthat: 6.1.1 During the Term and for a period ending eighteen (ii18) In consideration months after the termination of the payment by Term (the Company to "Restricted Period"), whether or not the Executive of amounts that may hereafter be paid becomes entitled to the Executive pursuant to this Agreement (including, without limitation, pursuant to Sections 3 and 5 hereof) and other obligations undertaken by the Company severance payments hereunder, without the prior written consent of the Board, the Executive shall not during the Restricted Period (as defined below) within the Restricted Area (as defined below) (except in the Executive’s capacity as an officer of the Company or any of its affiliates), (a) engage or participate in the Business; (b) enter the employ of, or render any services (whether or not for a fee or other compensation) to, any person engaged in the Business; or (c) acquire an equity interest in any such person; provided, that the foregoing restrictions shall not apply at any time if the Executive’s employment is terminated during the Term by the Executive for Good Reason (as defined in Section 8(b) above) or by the Company other than for “Cause”; provided, further, that during the Restricted Period the Executive may ownnot, directly or indirectly, solely within 150 miles of (x) any ice manufacturing, bottled water or cold storage facility owned by the Company or its Subsidiaries or acquired by the Company after the date hereof or (y) any facility, company or territory being actively evaluated by the Company during the Term, which active evaluation the Executive had actual knowledge of, as a passive investmentlikely acquisition or expansion opportunity within the twelve (12) months following the last day of the Term, (i) be employed by, or render services to, any person, firm or corporation engaged in any business which would directly compete with the Company in the ice, bottled water or cold storage businesses ("Competitive Business"), (ii) own, manage, operate, control, assist, consult, advise or participate in the ownership, management, operation or control of any Competitive Business, or otherwise engage in any Competitive Business for the Executive's own account or (iii) be associated with or interested in any Competitive Business as an individual, partner, shareholder, creditor, director, officer, principal, agent, employee, trustee, consultant, advisor or in any other relationship or capacity. Notwithstanding the foregoing, this Section 6.1.1 shall not preclude the Executive from investing the Executive's personal assets in the securities of any publicly corporation or other business entity which is engaged in a Competitive Business if such securities are traded company. (iii) As used herein: (A) “Restricted Period” shall mean on a national stock exchange, through an automated inter-dealer quotation system or in the period commencing on over-the-counter-market and if such investment does not result in the Effective Date and ending on the second anniversary Executive beneficially owning, at any time, more than 1% of the Executive’s termination class of employment; and (B) “Restricted Area” shall mean any state in which the Company is then actively conducting or considering conducting publicly-traded equity securities of such Competitive Business.

Covenants Against Competition. (i) The Executive Evan acknowledges that that, as of the execution of this Employment Agreement (i) the Company is a multi-state operator engaged in the cannabis industry in the United States providing online and digital marketing solutions (the “Business”); (ii) the Company’s Business is currently primarily conducted currently in DelawareNew York City, IllinoisNassau, MarylandSuffolk and Westchester counties in New York State, Massachusetts northern New Jersey, Miami and Nevada Boca Raton, Florida, Los Angeles, California, Minneapolis Minnesota and may be expanded Rochester, New York and has definite plans to expand to other locationsmarkets throughout the United States, as well as to Europe, Latin America and Asia Pacific; (iii) his employment relationship with the Company will have given give him access to confidential information concerning the Company; and (iv) the agreements and covenants contained in this Agreement are essential to protect the business Business and goodwill of the Company. Accordingly, the Executive Evan covenants and agrees as follows: (iii) In consideration of the payment by the Company to the Executive of amounts that may hereafter be paid to the Executive pursuant to this Agreement (including, without limitation, pursuant to Sections 3 and 5 hereof) and other obligations undertaken by the Company hereunder, without Without the prior written consent of the Board, Evan shall not, except in his capacity as the Executive shall not Chairman of the Company, during the Restricted Period (as defined below) within the Restricted Area (as defined below) (except in the Executive’s capacity as an officer of the Company or any of its affiliates), (aA) engage or participate in and venture, whether or not for profit, that conducts activities similar to the Business; (bB) enter the employ of, or render any services (whether or not for a fee or other compensation) to, any person engaged in activities similar to the Business; or (cC) acquire an equity interest in any such person; provided, that the foregoing restrictions shall not apply at any time if the Executive’s employment this Agreement is terminated during the Term by the Executive for Good Reason (as defined in Section 8(b) above) or by the Company other than for “Cause”prior to the Termination Date; provided, furtherhowever, that during the Restricted Period the Executive Evan may own, directly or indirectly, solely as a passive investment, up to five percent (5%) of the issued and outstanding securities of any publicly company traded companyon any national securities exchange or on the National Association of Securities Dealers Automated Quotation System. (iiiii) As used herein: (A) “Restricted Period” shall mean the period commencing on the Effective Date and ending on the second anniversary of the Executive’s termination of employmentTermination Date; and (B) “Restricted Area” shall mean any state place within a 75-mile radius of any office maintained by the Company or any other location in which the Company is then actively conducting or considering conducting Business, at the time.

Covenants Against Competition. (i) The Executive acknowledges that as of the execution of this Employment Agreement (iA) the Company is engaged in real estate finance specializing in originating, servicing and managing a multi-state operator portfolio of first mortgage loans to real estate investors to fund their acquisition, renovation, rehabilitation, development or improvement of residential or commercial properties located primarily in the cannabis industry in the United States Connecticut, Massachusetts, Rhode Island, Florida, Texas and New York (the “Business”); (iiB) the Company’s Business is currently conducted primarily conducted in DelawareConnecticut and, Illinoisto a lesser extent in Massachusetts, MarylandRhode Island, Massachusetts New York, Florida and Nevada Texas and may be expanded to other locationslocations (the “Territories”); (iiiC) his employment with the Company will have given him access to confidential information concerning the Company, its Business, operations and financial condition; and (ivD) the agreements and covenants contained in this Agreement are essential to protect the business and goodwill of the Company. Accordingly, the Executive covenants and agrees as follows: (iii) In consideration of the payment by the Company to the Executive of amounts that may hereafter be paid to the Executive pursuant to this Agreement (including, without limitation, pursuant to Sections 3 and 5 hereof) and other obligations undertaken by the Company hereunder, without Without the prior written consent of the Board, the Executive shall not during the Restricted Period (as defined below) within the Restricted Area (as defined below) (except in the Executive’s capacity as an officer of the Company or any of its affiliates), (aA) engage or participate in any business activities that compete or could potentially compete with the Business; (bB) enter the employ of, or render any services (whether or not for a fee or other compensation) to, any person engaged in a business similar to the Business; or (c) acquire an equity interest in any such person; provided, that the foregoing restrictions shall not apply at any time if the Executive’s employment is terminated during the Term by the Executive for Good Reason (as defined in Section 8(b) above) or by the Company other than for “Cause”; provided, furtherhowever, that during the Restricted Period the Executive may own, directly or indirectly, solely as a passive investment, securities of any publicly company traded companyon any national securities exchange or on the National Association of Securities Dealers Automated Quotation System. (iiiii) As used herein: (A) “Restricted Period” shall mean the eighteen-month period commencing on the Effective Termination Date and ending on unless Executive is terminated by the second anniversary of Company without Cause after July 1, 2022, in which event the Executive’s termination of employmentRestricted Period shall be zero months; and (B) “Restricted Area” shall mean any state place within the Territories or any other location in which the Company is then actually or actively conducting or considering conducting Business.

Covenants Against Competition. The Sellers acknowledge that (i) The Executive acknowledges that as of WPSAM Europe and the execution of this Employment Agreement (i) the Company is a multi-state operator WPSAM Europe Subsidiaries are involved in the cannabis industry business of (A) soliciting assets for management by professional investment managers and (B) providing client liaison services in respect of asset management accounts (such businesses collectively referred to herein as the United States (the “"Business”"); (ii) the Company’s Business is currently primarily conducted international in Delaware, Illinois, Maryland, Massachusetts scope; and Nevada and may be expanded to other locations; (iii) his employment with WPS Ltd. would not purchase the Company will have given him access to confidential information concerning the Company; and (iv) Seller Exchange Shares but for the agreements and covenants of the Sellers contained in this Agreement are essential to protect the business and goodwill of the CompanyArticle 8. Accordingly, the Executive covenants Sellers severally covenant and agrees as followsagree that: (ii) In consideration of the payment by the Company to the Executive of amounts that may hereafter be paid to the Executive pursuant to this Agreement (including, without limitation, pursuant to Sections 3 and 5 hereof) and other obligations undertaken by the Company hereunder, without the prior written consent of the Board, the Executive shall not during the Restricted Period (as defined below) within the Restricted Area (as defined below) (except in the Executive’s capacity as an officer of the Company or any of its affiliates), (a) engage or participate in the Business; (b) enter the employ of, or render any services (whether or not for a fee or other compensation) to, any person engaged in the Business; or (c) acquire an equity interest in any such person; provided, that the foregoing restrictions they shall not apply at any time if the Executive’s employment is terminated during the Term by the Executive for Good Reason (as defined in Section 8(b) above) or by the Company other than for “Cause”; provided, further, that during the Restricted Period the Executive may ownnot, directly or indirectly, solely as principals, employees or otherwise, within any country within the scope of their respective duties as employees of WPSAM Europe and its Affiliates, for a passive investment, securities of any publicly traded company. (iii) As used herein: (A) “Restricted Period” shall mean the period commencing on November 14, 2001 and terminating two years following the Effective Closing Date (the "Restricted Period"), (1) engage in the Business (other than on behalf of WPS Ltd. or any Affiliate thereof) or (2) solicit, knowingly accept or divert from WPSAM Europe and ending on its Affiliates any orders, enquiries or business related to the second anniversary Business from any person or entity that shall have done business related to the Business with WPSAM Europe or any Affiliate thereof during the Restricted Period; (b) during and after the Restricted Period, they shall (i) keep secret and retain in strictest confidence, and (ii) shall not use for the benefit of themselves or others, except in connection with the business affairs of WPS Ltd. and its Affiliates, all or any confidential matters relating to WPS Ltd. and its Affiliates learned heretofore or hereafter directly or indirectly from WPS Ltd. or TPR (the "Confidential Information"), and shall not disclose such Confidential Information to anyone outside of WPS Ltd. and its Affiliates except with the express prior written consent of WPS Ltd. and except for Confidential Information which (i) is at the time of receipt or thereafter becomes publicly known through no wrongful act of the Executive’s Sellers or (ii) is received from a third party not under an obligation to keep such information confidential and without breach of this Agreement; (c) during the Restricted Period, they shall not, directly or indirectly, knowingly solicit or encourage any senior, managerial, professional or other non-clerical employee of WPS Ltd. or any Affiliate thereof to leave the employment of WPS Ltd. or any Affiliate thereof, or hire any such employee, who has left the employment of WPS Ltd. or any Affiliate thereof after the date of this Agreement, within one year of the termination of employmentsuch employee's employment with WPS Ltd. or any Affiliate thereof; and (d) all memoranda, notes, lists, records and other documents (Band all copies thereof) “Restricted Area” made or compiled by or made available to the Sellers concerning WPS Ltd. or any of its Affiliates shall mean be WPS Ltd.'s property and shall be delivered to WPS Ltd. at any state in which the Company is then actively conducting or considering conducting Businesstime on request.

Covenants Against Competition. (i) The Executive Ran acknowledges that that, as of the execution of this Employment Agreement (i) the Company is a multi-state operator engaged in the cannabis industry in the United States providing online and digital marketing solutions (the “Business”); (ii) the Company’s Business is currently primarily conducted currently in DelawareNew York City, IllinoisNassau, MarylandSuffolk and Westchester counties in New York State, Massachusetts northern New Jersey, Miami and Nevada Boca Raton, Florida, Los Angeles, California, Minneapolis Minnesota and may be expanded Rochester, New York and has definite plans to expand to other locationsmarkets throughout the United States, as well as to Europe, Latin America and Asia Pacific; (iii) his employment relationship with the Company will have given give him access to confidential information concerning the Company; and (iv) the agreements and covenants contained in this Agreement are essential to protect the business Business and goodwill of the Company. Accordingly, the Executive Ran covenants and agrees as follows: (iii) In consideration of the payment by the Company to the Executive of amounts that may hereafter be paid to the Executive pursuant to this Agreement (including, without limitation, pursuant to Sections 3 and 5 hereof) and other obligations undertaken by the Company hereunder, without Without the prior written consent of the Board, Ran shall not, except in his capacity as a member of the Executive shall not Board, during the Restricted Period (as defined below) within the Restricted Area (as defined below) (except in the Executive’s capacity as an officer of the Company or any of its affiliates), (aA) engage or participate in and venture, whether or not for profit, that conducts activities similar to the Business; (bB) enter the employ of, or render any services (whether or not for a fee or other compensation) to, any person engaged in activities similar to the Business; or (cC) acquire an equity interest in any such person; provided, that the foregoing restrictions shall not apply at any time if the Executive’s employment this Agreement is terminated during the Term by the Executive for Good Reason (as defined in Section 8(b) above) or by the Company other than for “Cause”prior to the Termination Date; provided, furtherhowever, that during the Restricted Period the Executive Ran may own, directly or indirectly, solely as a passive investment, up to five percent (5%) of the issued and outstanding securities of any publicly company traded companyon any national securities exchange or on the National Association of Securities Dealers Automated Quotation System. (iiiii) As used herein: (A) “Restricted Period” shall mean the period commencing on the Effective Date and ending on the second anniversary of the Executive’s termination of employmentTermination Date; and (B) “Restricted Area” shall mean any state place within a 75-mile radius of any office maintained by the Company or any other location in which the Company is then actively conducting or considering conducting Business, at the time.

Covenants Against Competition. (i) 1. The Executive Employee acknowledges that as the Employee's services to be rendered hereunder are of the execution of this Employment Agreement (i) the Company is a multi-state operator in the cannabis industry in the United States (the “Business”); (ii) the special and unusual character which have a unique value to Company’s Business is currently primarily conducted in Delaware, Illinois, Maryland, Massachusetts and Nevada and may be expanded to other locations; (iii) his employment with the Company will have given him access to confidential information concerning the Company; and (iv) the agreements and covenants contained in this Agreement are essential to protect the business and goodwill of the Company. Accordingly, the Executive covenants and agrees as follows:loss of which may not adequately be compensated by damages in an action at law, and (ii) In consideration of the payment by the Company 2. Employee will refrain from soliciting or attempting to the Executive of amounts that may hereafter be paid solicit to the Executive pursuant to this Agreement (including, without limitation, pursuant to Sections 3 and 5 hereof) and other obligations undertaken by the Company hereunder, without the prior written consent of the Board, the Executive shall not during the Restricted Period (as defined below) within the Restricted Area (as defined below) (except in the Executive’s capacity as an officer employ any employees of the Company or any of its affiliatessubsidiaries, or committing any act the primary purpose of which is to induce any employee of the Company to leave the Company's employ, or significantly interfere with, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, relating to the Company's business activities, between the Company and its customers and suppliers. 3. In view of the foregoing and of the confidential information to be obtain by or disclosed to the Employee as hereinabove set forth (including, without limitation, the confidential referral source lists and information which are the proprietary property of Company), (a) engage or participate and further as a material inducement to the Company to enter into this Agreement and pay to the Employee the compensation referred to in this Agreement, the Business; (b) enter Employee covenants and agrees that, during the employ of, or render any services (whether or not term of this Agreement and for a fee or other compensationperiod of two (2) years after termination of this Agreement including, but not limited to, the expiration of this Agreement without renewal, neither the Employee nor any person or entity, under the Employee's own account or as agent, servant, partner, employee or shareholder of any corporation, invest in (other than passive 'investments of 5% or less in publicly traded entities), manage or control any individual or entity that is engaged in the Business; same or (c) acquire an equity interest similar business as the Company anywhere in any such person; providedthe World. This section shall apply only to transactions and situations arising or occurring after the date of this Agreement, that the foregoing restrictions and shall not apply at any time to passive investments in entities publicly traded over a regulated securities exchange. 4. The Employee covenants and agrees that, if the Executive’s employment is terminated during Employee shall violate any of the Term Employee's covenants or agreements provided for pursuant to the foregoing subsections of this Section I, the Company shall be entitled to an accounting and repayment of all profits, compensation, commissions, remunerations or benefits which the Employee directly or indirectly has realized and/or may realize as a result of, growing out of or in connection with any such violation. 5. The foregoing covenants by the Executive for Good Reason (Employee shall be construed as defined in Section 8(b) above) an agreement independent of any claim or right of the Employee hereunder. The existence or alleged existence of any claim or cause of action by the Company other than for “Cause”; providedEmployee against the Company, furtherwhether predicted on this employment relationship or otherwise, that during the Restricted Period the Executive may own, directly shall in no event constitute a defense against or indirectly, solely as a passive investment, securities of any publicly traded company. (iii) As used herein: (A) “Restricted Period” shall mean the period commencing on the Effective Date and ending on the second anniversary waiver of the Executive’s termination of employment; and (B) “Restricted Area” shall mean any state in which Company's right to enforce the Company is then actively conducting or considering conducting Businessforegoing covenants.

Covenants Against Competition. (i) The Executive Employee acknowledges that as of the execution of this Employment Agreement (iA) the Company is engaged in originating, servicing and managing a multi-state operator in portfolio of first mortgage loans to real estate investors to fund their acquisition, renovation, rehabilitation, development or improvement of residential or commercial properties and is contemplating to expand its business activities to include real estate development (such business activities as presently conducted or as to be conducted at any time during the cannabis industry in the United States (term of this Agreement, the “Business”); (iiB) the Company’s Business is currently conducted primarily conducted in DelawareConnecticut, IllinoisNew York, Florida, Massachusetts, New Jersey, Maryland, Massachusetts Rhode Island, Texas, South Carolina, Pennsylvania, Maine, North Carolina, Tennessee and Nevada California and may be expanded the Company is actively seeking to expand into other locationsstates (the “Territories”); (iiiC) his Employee’s employment with the Company will have given him access to confidential information concerning the Company, its Business, operations and financial condition; and (ivE) the agreements and covenants contained in this Agreement are essential to protect the business and goodwill of the Company. Accordingly, the Executive Employee covenants and agrees as follows: (iii) In consideration of the payment by the Company to the Executive of amounts that may hereafter be paid to the Executive pursuant to this Agreement (including, without limitation, pursuant to Sections 3 and 5 hereof) and other obligations undertaken by the Company hereunder, without Without the prior written consent of the Board, the Executive Employee shall not not, during the Restricted Period (as defined below) and within the Restricted Area (as defined below) (), except in the ExecutiveEmployee’s capacity as an officer agent of the Company or any of its affiliates), (aA) engage or participate in any business activities that compete or could potentially compete with the Business; (bB) enter the employ of, or render any services (whether or not for a fee or other compensation) to, any person engaged in a business similar to the Business; or (c) acquire an equity interest in any such person; provided, that the foregoing restrictions shall not apply at any time if the Executive’s employment is terminated during the Term by the Executive for Good Reason (as defined in Section 8(b) above) or by the Company other than for “Cause”; provided, furtherhowever, that during the Restricted Period the Executive Period, Employee may own, directly or indirectly, solely as a passive investment, securities of any publicly company traded companyon any national securities exchange or on the National Association of Securities Dealers Automated Quotation System. (iiiii) As used herein: (A) “Restricted Period” shall mean the twelve-month period commencing on the Effective Termination Date and ending on unless Employee is terminated by the second anniversary of Company without Cause, in which case the Executive’s termination of employmentRestricted Period shall be zero months; and (B) “Restricted Area” shall mean any state place within the Territories or any other location in which the Company is then actually or actively conducting or considering conducting Business.

Covenants Against Competition. (a) The Parties acknowledge and agree that (A) Buyer’s specific intent is to conduct the Restricted Business through the Acquired Companies after the Closing; and (B) the covenants set forth in this Section 5.20 are appropriate to enable Buyer to retain the goodwill of the Acquired Companies in the Restricted Business, which is based on the efforts of the Acquired Companies prior to the consummation of the Transaction. Accordingly, Seller agrees that neither it nor any of its Affiliates shall, directly or indirectly: (i) The Executive acknowledges For the period beginning on the Closing Date and ending on the two year anniversary of the Closing Date, engage in or have any interest (financial or otherwise) in, or serve in any capacity of control with, any Person (other than Buyer or an Acquired Company) engaged in the Restricted Business anywhere in the world; (ii) For the period beginning on the Closing Date and ending 18 months after the Closing Date (the “Restriction Period”), solicit, hire, engage or retain any individual who is or has been at any time during the Restriction Period an employee of either of the Acquired Companies; provided that (A) general solicitations for employment that are not directed to such employee shall be permitted; and (B) any individual who has been terminated may be solicited by Seller and its Affiliates six months after such termination; or (iii) Attempt to do any of the foregoing. (b) Notwithstanding anything to the contrary contained herein, nothing in this Section 5.20 will: (i) Prohibit or restrict the ownership by Seller or any of its Affiliates, solely for investment purposes, of less than 5% of the equity securities of a publicly traded entity that engages in the Restricted Business as long as neither Seller nor any of its Affiliates is a controlling Person or a member of a group that controls such Person; (ii) Prohibit or restrict Seller or any of its Affiliates from acquiring equity interests in or assets of a Person (an “Acquired Person”) engaged in the Restricted Business if the gross revenues of such Acquired Person from the Restricted Business in the 12 months prior to the consummation of such acquisition do not exceed 10% of the total sales revenues of the Acquired Person during such period; or (iii) Prohibit or restrict Seller or any of its Affiliates engaged in a Restricted Business as of the execution date of this Employment Agreement from continuing to engage in such Restricted Business in a manner consistent with the way that Seller or such Affiliate has engaged in such Restricted Business. (c) The covenants in Section 5.20(a)(i) will terminate upon the occurrence of any of the following: (i) any Person is or becomes the Company is a multi-state operator beneficial owner (as defined in Rule 13d-3 under the cannabis industry in Exchange Act), directly or indirectly, of voting securities of Seller or any direct or indirect parent of Seller representing more than 50% of the United States (the “Business”)outstanding voting securities or rights to acquire such securities of Seller or any direct or indirect parent of Seller; (ii) the Company’s Business is currently primarily conducted consummation by Seller or any direct or indirect parent of Seller of a merger, consolidation or other transaction or series of related transactions in Delaware, Illinois, Maryland, Massachusetts and Nevada and may be expanded which the voting securities of Seller or any direct or indirect parent of Seller outstanding immediately prior thereto do not continue to other locations; represent (iii) his employment with the Company will have given him access to confidential information concerning the Company; and (iv) the agreements and covenants contained in this Agreement are essential to protect the business and goodwill either by remaining outstanding or by being converted into voting securities of the Company. Accordingly, the Executive covenants and agrees as follows: (iisurviving or resulting entity) In consideration more than 50% of the payment by the Company to the Executive of amounts that may hereafter be paid to the Executive pursuant to this Agreement (including, without limitation, pursuant to Sections 3 and 5 hereof) and other obligations undertaken by the Company hereunder, without the prior written consent combined voting power of the Board, the Executive shall not during the Restricted Period surviving or resulting entity (as defined below) within the Restricted Area (as defined below) (except in the Executive’s capacity as an officer of the Company or any of its affiliates)direct or indirect parent or Subsidiary thereof) outstanding immediately after such merger, (a) engage or participate in the Business; (b) enter the employ of, or render any services (whether or not for a fee consolidation or other compensation) to, any person engaged in the Businesstransaction or series of related transactions; or (c) acquire an equity interest any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of Seller or any such person; provided, that the foregoing restrictions shall not apply at any time if the Executive’s employment is terminated during the Term by the Executive for Good Reason (as defined in Section 8(b) above) direct or by the Company other than for “Cause”; provided, further, that during the Restricted Period the Executive may own, directly or indirectly, solely as a passive investment, securities indirect parent of any publicly traded companySeller. (iiid) As used herein: (A) “Restricted Period” shall mean the period commencing on the Effective Date and ending on the second anniversary If Seller breaches, or threatens to commit a breach of, any of the Executive’s termination restrictions imposed on Seller by this Section 5.20 (the “Restrictive Covenants”), Buyer shall have the right to have the Restrictive Covenants specifically enforced by any court of employment; competent jurisdiction, it being agreed that any breach or threatened breach of the Restrictive Covenants may cause irreparable injury to Buyer and that money damages may not provide an adequate remedy to Buyer. (Be) “Restricted Area” It is the intent of the Parties that the Restrictive Covenants be limited to as to be reasonable and valid in geographical and temporal scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable as to Seller, then the remainder of the Restrictive Covenants shall mean not thereby be affected and shall be given full effect without regard to the invalid portions. If any state court determines that any of the Restrictive Covenants, or any part thereof, are unenforceable as to Seller because of the duration or geographic scope of such provision, such court shall have the power to reduce the duration or scope of such provision, as the case may be, as to Seller, and, in which the Company is its reduced form, such provision shall then actively conducting or considering conducting Businessbe enforceable.

Covenants Against Competition. (i) The Executive acknowledges that that, as of the execution of this Employment Agreement (i) the Company is a multi-state operator engaged in the cannabis industry in the United States providing online and digital marketing solutions (the “Business”); (ii) the Company’s Business is currently primarily conducted currently in DelawareNew York City, IllinoisNassau, MarylandSuffolk and Westchester counties in New York State, Massachusetts northern New Jersey, Miami and Nevada Boca Raton, Florida, Los Angeles, California, Minneapolis Minnesota and may be expanded Rochester, New York and has definite plans to expand to other locationsmarkets throughout the United States, as well as to Europe, Latin America and Asia Pacific; (iii) his employment with the Company will have given gives him access to confidential information concerning the Company; and (iv) the agreements and covenants contained in this Agreement are essential to protect the business and goodwill of the Company. Accordingly, the Executive covenants and agrees as follows: (iii) In consideration of the payment by the Company to the Executive of amounts that may hereafter be paid to the Executive pursuant to this Agreement (including, without limitation, pursuant to Sections 3 and 5 hereof) and other obligations undertaken by the Company hereunder, without Without the prior written consent of the Board, the Executive shall not not, except in the Executive’s capacity as an officer of the Company or any of its affiliates, during the Restricted Period (as defined below) within the Restricted Area (as defined below) (except in the Executive’s capacity as an officer of the Company or any of its affiliates), (aA) engage or participate in and venture, whether or not for profit, that conducts activities similar to the Business; (bB) enter the employ of, or render any services (whether or not for a fee or other compensation) to, any person engaged in activities similar to the Business; or (cC) acquire an equity interest in any such person; provided, that the foregoing restrictions shall not apply at any time if the Executive’s employment is with the Company was terminated during by the Term Company without Cause or by the Executive for Good Reason (as defined in Section 8(b) above) or by the Company other than for “Cause”Reason; provided, furtherhowever, that during the Restricted Period the Executive may own, directly or indirectly, solely as a passive investment, up to five percent (5%) of the issued and outstanding securities of any publicly company traded companyon any national securities exchange or on the National Association of Securities Dealers Automated Quotation System. (iiiii) As used herein: (A) “Restricted Period” shall mean the period commencing on the Effective Date and ending on the second anniversary of the Executive’s termination of employmentTermination Date; and (B) “Restricted Area” shall mean any state place within a 75-mile radius of any office maintained by the Company or any other location in which the Company is then actively conducting or considering conducting Business, at the time.