NON-COMPETITION
AGREEMENT
THIS AGREEMENT made the ________ day of
November, 2006,
AMONG:
XXXXXXXXXXX
, of <*>
(the “ Covenantor
”)
AND:
PTL ACQUISITION
CORP. , a corporation
incorporated under the laws of British Columbia and having its
registered office at Suite 304, 1959 – 152 nd
Street, White Rock, British Columbia, Canada, V4A 9P3
(the “ Buyer
”)
AND:
MOVENTIS CAPITAL,
INC. , a corporation
incorporated under the laws of Delaware and having an office at
Suite 304, 1959 – 152 nd Street, White Rock,
British Columbia, Canada, V4A 9P3
(the “ Parent
”)
AND:
PTL ELECTRONICS LTD.
, a corporation incorporated under the
laws of British Columbia and having an office at Suite 208 –
1538 Clivedon Avenue, Delta, British Columbia, V3M 6J8
(the “ Corporation
”)
RECITALS
A.
The Covenantor is XXXXXXX( the “
XXX XXXX ”).
B.
By a share purchase agreement (the
“ Purchase Agreement ”) among the xxxx, the
other shareholders of the Corporation (collectively, the “
Sellers ”), the Buyer and the Parent dated May 8,
2006, the Buyer and the Parent agreed to purchase from the Sellers
certain issued and outstanding shares in the capital of the
Corporation.
C.
By virtue of being a beneficiary under
the xxxxxxxxx, the Covenantor will obtain a benefit from the close
of the transaction contemplated by the Purchase
Agreement.
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D.
As a condition to the completion by the
Buyer and the Parent of the transactions contemplated by the
Purchase Agreement, the Covenantor has agreed to execute and
deliver this Non-Competition Agreement.
TERMS OF AGREEMENT
IN CONSIDERATION of the mutual promises
contained in this Agreement and the Purchase Agreement and other
good and valuable consideration (the receipt and sufficiency of
which are hereby acknowledged), the parties agree as
follows:
1.
Definitions
. As used in this Agreement, the
following terms have the following meanings:
(a)
“ Business ” means the
business in which the Corporation and its affiliates have engaged
in at any time prior to or are engaged in at the time of the
closing of the sale of the Shares including, without limitation,
the design, manufacture and sale of printed circuit boards using
surface mount technology;
(b)
“ Customer ” means any
Entity who, during the Term, has (i) purchased or licensed from the
Corporation any product or service produced, supplied, sold,
licensed or distributed by the Corporation or, (ii) supplied to the
Corporation or the Seller (with the Covenantor’s knowledge)
any product to be produced, sold, licensed or distributed by the
Corporation;
(c)
“ Entity ” means a
natural person, partnership, limited liability partnership,
corporation, joint stock company, trust, unincorporated
association, joint venture or other entity or governmental entity,
and pronouns have a similarly extended meaning;
(d)
“ Prospective Customers
” means any Entity who, during the Term, was: (i)
solicited by the Covenantor on behalf of the Corporation for any
purpose relating to the Business; or (ii) solicited by the
Corporation for any purpose relating to the Business;
(e)
“ Prospective Suppliers
” means an Entity who, during the Term, was: (i) solicited by
the Covenantor on behalf of the Corporation or by the Corporation
to become a Supplier; or (ii) solicited the Corporation to become a
Supplier;
(f)
“ Supplier ” means any
Entity who, during the Term, has sold or licensed to the
Corporation any product or service;
(g)
“ Term ” means the
term of this Agreement, which shall commence upon the date first
noted above and continue until the 5 th anniversary
thereof; and
(h)
“ Territory ” means the United
States of America and Canada.
2.
Non-Competition
. The Covenantor shall not, during
the Term, on his own behalf or on behalf of any Entity, whether
directly or indirectly, in any capacity whatsoever,
alone,
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through or in connection with any Entity,
carry on or be engaged in or have any financial or other interest
in or be otherwise commercially involved in any endeavour, activity
or business in all or part of the Territory which is competitive,
in any material way, with the Business.
3.
Exceptions
. The Covenantor shall, however,
not be in default under Section 2 by virtue of the
Covenantor:
(a)
holding, strictly for portfolio purposes
and as a passive investor, no more than forty percent (40%) of the
issued and outstanding shares of, or any other interest in, any
corporation or other entity which is listed on any recognized stock
exchange, the business of which corporation or other entity is in
competition, in whole or in part, with the Corporation;
or
(b)
holding, strictly for portfolio purposes
and as a passive investor, issued and outstanding shares of, or any
other interest in, any corporation or other entity, the business of
which corporation or other entity is in the Business provided the
business of such corporation or other entity is not competitive in
any material way with the Corporation, and provided
furthe
