The Seller acknowledges that the Seller and the Seller Affiliates have each received and have been privy to confidential information and trade secrets of the Business and with respect to the Purchased Assets. The Seller further acknowledges that the Purchaser has a legitimate interest in ensuring that such confidential information and trade secrets remain confidential and are not disclosed to Third Parties. Thus, to avoid the actual or threatened misappropriation of such confidential information and trade secrets, to preserve the value and goodwill of the Purchased Assets and the Business being acquired by the Purchaser pursuant to this Agreement, and in light of the substantial consideration being paid to the Seller as a result of the Transactions, the Seller agrees that, at all times during the period beginning on the Closing Date and ending on ​ (such period, the “Restricted Period”), the Seller shall not, and shall not permit any of its controlled Affiliates to, directly or indirectly, engage or participate in any Restricted Activity anywhere in the world.

In further consideration of the compensation to be paid to the Executive hereunder, the Executive acknowledges that in the course of Executive’s employment with ​, Executive has, and will continue to, become familiar with ​’s Confidential Information, methods of doing business, business plans and other valuable proprietary information concerning ​, its Affiliates, and their customers and suppliers and that Executive’s services have been and will be of special, unique and extraordinary value to ​ and its Affiliates. The Executive agrees that, during the Employment Period and continuing for, as applicable, # twelve (12) months thereafter, regardless of the reason for the termination of Executive’s employment other than under Section 9(a) above or # eighteen (18) months in the event of a termination under Section 9(a) above (the “Restricted Period”), the Executive will not, directly or indirectly, anywhere in the Restricted Area:

During the term of the Executive’s employment and for the one (1) year period commencing on the termination of the Executive’s employment for any reason whatsoever during the Contract Period (the “Restricted Period”), the Executive shall not, without express prior written consent of the Company, directly or indirectly, own or hold any proprietary interest in, or be employed by or receive remuneration from, any corporation, partnership, sole proprietorship or other entity (collectively, an “entity”) “engaged in competition” (as defined below) with the Company or any of its subsidiaries (a “Competitor”). For purposes of the preceding sentence, # the term “proprietary interest” means direct or indirect ownership of an equity interest in an entity other than ownership of less than two (2) percent of any class stock in a publicly-held entity, and # an entity shall be considered to be “engaged in competition” if such entity is, or is a holding company for or a subsidiary of an entity which is engaged in the business of # providing banking, trust services, asset management advice, or similar financial services to consumers, businesses individuals or other entities, and # the entity, holding company or subsidiary maintains any physical offices for the transaction of such business located within fifty (50) miles of the main office of the Company.

Non-Competition; Non-Solicitation. During the period of your employment with the Company and for a period of one (1) year following the termination of your employment with the Company you will not, without the prior written consent of the Company:

Non-Hire; Non-Solicitation. During the term of employment and for a one-year period commencing on the Termination Date, Executive covenants and agrees as follows:

In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that in the course of his employment with the Company Group, he has and will continue to become familiar with the Company Group’s trade secrets and with other Confidential Information concerning the Company Group and that his services shall be of special, unique and extraordinary value to the Company Group. Therefore, Executive agrees that while an employee of the Company Group, Executive will not directly or indirectly compete against any member of the Company Group or directly or indirectly divert or attempt to divert any business from any member of the Company Group anywhere such company is doing business.

In order to protect the Business of Employer and any of its Affiliates, commencing on the Effective Date and for a period of two (2) years after the date on which either Employee voluntarily terminates his employment with the

Non-Solicitation; Non-Competition. You agree that during the term of your employment with the Company and for a period of one (1) year following termination of your employment, you will not: # solicit or induce any employee of the Company to leave the employ of the Company; # cause or attempt to cause any existing or prospective customer, client, distributor, vendor, supplier or provider of services to the Company who then has a relationship with the Company for current or prospective business, to terminate, limit, discontinue or in any manner modify, or fail to enter into, any actual or potential business relationship with the Company; or # provide any services, whether as an employee, consultant, officer, director, partner, manager, member or otherwise, to any individual, company or other entity that competes with, or is a competitor of, the Company in the legal cannabis industry, including hydroponic growing equipment and retail support software. Notwithstanding the foregoing provisions, none of the restrictive covenants contained in this section 15 shall apply at any time following your termination of employment if: # your employment is terminated by the Company without Cause; # you terminate your employment with Good Reason; or # the Company fails to extend your employment for the Renewal Term.

The Executive agrees that # during the term of Executive’s employment with the Company and, # during the 12-month period following the termination of Executive’s employment with the Company for any reason (the “Non-Competition Period”) within the Restricted Territory, the Executive shall not, directly or indirectly, engage or participate in, prepare or set up, assist or have any interest in any person, partnership, corporation, firm, association or other business organization, entity or enterprise, whether as an officer, employee, director, partner, stockholder, consultant or otherwise, that engages in the Company’s Business. Notwithstanding the foregoing, # the Executive shall not be precluded from purchasing or owning, directly or beneficially, as a passive investment, two percent (2%) or less of any class of publicly traded securities if Executive does not actively participate in or control, directly or indirectly, any investment or other decisions with respect to such entity, and # if the Board terminates the Executive’s employment following the end of the Employment Period (for any reason other than a reason that would have constituted a Termination For Cause had such termination of employment occurred during the Employment Period), then solely for purposes of this [subparagraph 7(b)(i)], the “Non-Competition Period” shall be the 3-month period following such termination of the Executive’s employment.

promise of the Bank to pay such benefits. The Participant’s rights are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by the Participant’s creditors.