Document

Exhibit 10.2

ASCEND WELLNESS HOLDINGS, LLC
2020 Equity Incentive Plan
1.Purpose.
The purpose of this plan (the “Plan”) is to secure for Ascend Wellness Holdings, LLC, a Delaware limited liability company (the “Company”) and its members the benefits arising from unit ownership by employees, officers and managers of, and consultants or advisors to, the Company and its parent and subsidiary corporations who are expected to contribute to the Company’s future growth and success.  Under the Plan recipients may be awarded both (i) Common Unit Options (as defined in Section 2.1) to purchase the Company’s common units (“Common Units”) and (ii) units of Common Units (“Restricted Units Awards”).  Except where the context otherwise requires, the term “Company” shall include any parent and all present and future subsidiaries of the Company as defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended or replaced from time to time (the “Code”).  Those provisions of the Plan which make express reference to Section 422 of the Code shall apply only to Incentive Common Unit Options (as that term is defined below).  Appendix A to this Plan shall apply only to participants in the Plan who are residents of the State of California.  
2.Types of Awards and Administration.
2.1Common Unit Options.  Options granted pursuant to the Plan (“Common Unit Options”) shall be authorized by action of the Board of Managers of Ascend Wellness Holdings, LLC (the “Board” or “Board of Managers”) and may be either incentive common unit options (“Incentive Common Unit Options”) meeting the requirements of Section 422 of the Code or non-statutory Options which are not intended to meet the requirements of Section 422.  All Options when granted are intended to be non-statutory Options, unless the applicable Option Agreement (as defined in Section 5.1) explicitly states that the Option is intended to be an Incentive Common Unit Option.  The vesting of Options may be conditioned upon the completion of a specified period of employment with the Company and/or such other conditions or events as the Board may determine.  The Board may also provide that Options are immediately exercisable subject to certain repurchase rights in the Company dependent upon the continued employment of the optionee and/or such other conditions or events as the Board may determine.
2.1.1Incentive Common Unit Options.  Incentive Common Unit Options may only be granted to employees of the Company.  For so long as the Code shall so provide, Common Unit Options granted to any employee under the Plan (and any other incentive common unit option plans of the Company) which are intended to constitute Incentive Common Unit Options shall not constitute Incentive Common Unit Options to the extent that such Options, in the aggregate, become exercisable for the first time in any one calendar year for Common Units with an aggregate fair market value (determined as of the respective date or dates of grant) of more than $100,000.  If an Option is intended to be an Incentive Common Unit Option, and if for any reason such Option (or any portion thereof) shall not qualify as an Incentive Common Unit Option, then, to the extent of such nonqualification, such Option (or 










portion thereof) shall be regarded as a non-statutory Option appropriately granted under the Plan provided that such Option (or portion thereof) otherwise meets the Plan’s requirements relating to non-statutory Options.
2.2Restricted Units Awards.  The Board in its discretion may grant Restricted Units Awards, entitling the recipient to acquire, for a purchase price determined by the Board, Common Units subject to such restrictions and conditions as the Board may determine at the time of grant (“Restricted Units”), including continued employment and/or achievement of pre-established performance goals and objectives.
2.3Administration.  The Plan shall be administered by the Board, whose construction and interpretation of the terms and provisions of the Plan shall be final and conclusive.  The Board may in its sole discretion authorize issuance of Restricted Units, the grant of Options and the issuance of units upon exercise of such Options as provided in the Plan.  The Board shall have authority, subject to the express provisions of the Plan, to construe Restricted Units Agreements, Option Agreements and the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, to determine the terms and provisions of Restricted Units Agreements and Option Agreements, and to make all other determinations in the judgment of the Board necessary or desirable for the administration of the Plan.  The Board may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any Restricted Units Agreement or Option Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency.  No manager or person acting pursuant to authority delegated by the Board shall be liable for any action or determination under the Plan made in good faith.  The Board may, to the full extent permitted by or consistent with applicable laws or regulations, delegate any or all of its powers under the Plan to a committee (the “Committee”) appointed by the Board, and if the Committee is so appointed, to the extent of such delegation, all references to the Board in the Plan shall mean and relate to such Committee, other than references to the Board in this sentence and in Section 18 (as to amendment or termination of the Plan) and Section 22.
3.Eligibility.
Options may be granted, and Restricted Units may be issued, to persons who are, at the time of such grant or issuance, employees, officers or managers of, or consultants or advisors to, the Company; provided, that the class of persons to whom Incentive Common Unit Options may be granted shall be limited to employees of the Company.
3.110% Member.  If any employee to whom an Incentive Common Unit Option is to be granted is, at the time of the grant of such Option, the owner of units possessing more than 10% of the total combined voting power of all classes of units of the Company (after taking into account the attribution of stock ownership rules of Section 424(d) of the Code) (a “Greater Than 10% Member”), any Incentive Common Unit Option granted to such individual must:  (i) have an exercise price per unit of not less than 110% of the fair market value of one Common Unit at the time of grant; and (ii) expire by its terms not more than five years from the date of grant.
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4.Units Subject to Plan.
Subject to adjustment as provided in Section 14.2 below, the maximum number of Common Units which may be issued under the Plan is 20,061,147 units, all of which may be issued with respect to Incentive Common Unit Options.  If an Option shall expire or terminate for any reason without having been exercised in full, the unpurchased units subject to such Option shall again be available for subsequent Option grants or Restricted Units Awards under the Plan.  If units of Restricted Units shall be forfeited to, or otherwise repurchased by, the Company pursuant to a Restricted Units Agreement, such repurchased units shall again be available for subsequent Option grants or Restricted Units Awards under the Plan.  If units otherwise issuable upon exercise of an Option are withheld by the Company in payment of the exercise price of an Option or to satisfy tax withholding obligations with respect to such exercise, such withheld units shall again be available for subsequent Option grants or Restricted Units Awards under the Plan.
5.Forms of Restricted Units Agreements and Option Agreements.
5.1Option Agreement.  Each recipient of an Option shall execute an option agreement (“Option Agreement”) in such form not inconsistent with the Plan as may be approved by the Board of Managers.  Such Option Agreements may differ among recipients.
5.2Restricted Units Agreement.  Each recipient of a grant of Restricted Units shall execute an agreement (“Restricted Units Agreement”) in such form not inconsistent with the Plan as may be approved by the Board of Managers.  Such Restricted Units Agreements may differ among recipients.
5.3“Lock-Up” Agreement.  Unless the Board specifies otherwise, each Restricted Units Agreement and Option Agreement shall provide that upon the request of the Company or the managing underwriter(s) of any offering of securities of the Company that is the subject of a registration statement filed under the United States Securities Act of 1933, as amended from time to time (the “Act”), the holder of any Option or the purchaser of any Restricted Units shall, in connection therewith, agree in writing (in such form as the Company or such managing underwriter(s) shall request) to the general effect that for a period of time (not to exceed 180 days) from the effective date of the registration statement under the Act for such offering, the holder or purchaser will not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Common Units of the Company owned or controlled by him or her.
6.Purchase Price.
6.1General.  The purchase price per unit of Restricted Units and per unit of Common Units deliverable upon the exercise of an Option shall be determined by the Board, provided, however, that in the case of any Option, the exercise price shall not be less than 100% of the fair market value of such Common Units, as determined by the Board, at the time of grant of such Option, or less than 110% of such fair market value in the case of any Incentive Common Unit Option granted to a Greater Than 10% Member.
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6.2Payment of Purchase Price.  Option Agreements may provide for the payment of the exercise price by delivery of cash or a check to the order of the Company in an amount equal to the exercise price of such Options, or, to the extent provided in the applicable Option Agreement, by one of the following methods:
(i)with the consent of the Board, by delivery to the Company of Common Units; such surrendered units shall have a fair market value equal in amount to the exercise price of the Options being exercised,
(ii)with the consent of the Board, a personal recourse note issued by the optionee to the Company in a principal amount equal to such aggregate exercise price and with such other terms, including interest rate and maturity, as the Company may determine in its discretion; provided, however, that the interest rate borne by such note shall not be less than the lowest applicable federal rate, as defined in Section 1274(d) of the Code, 
(iii)with the consent of the Board, if the class of Common Units is registered under the Securities Exchange Act of 1934 at such time, subject to rules as may be established by the Board, by delivery to the Company of a properly executed exercise notice along with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price,
(iv)with the consent of the Board, by reducing the number of Option units otherwise issuable to the optionee upon exercise of the Option by a number of Common Units having a fair market value equal to such aggregate exercise price,
(v)with the consent of the Board, by any combination of such methods of payment.
The fair market value of any Common Units or other non-cash consideration which may be delivered upon exercise of an Option shall be determined by the Board of Managers.  Restricted Units Agreements may provide for the payment of any purchase price in any manner approved by the Board of Managers at the time of authorizing the issuance thereof.
7.Option Period. 
Notwithstanding any other provision of the Plan or any Option Agreement, each Option and all rights thereunder shall expire on the date specified in the applicable Option Agreement, provided that such date shall not be later than ten years after the date on which the Option is granted (or five years in the case of an Incentive Common Unit Option granted to a Greater Than 
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10% Member), and in either case, shall be subject to earlier termination as provided in the Plan or Option Agreement.
8.Exercise of Options.
8.1General.  Each Option shall be exercisable either in full or in installments at such time or times and during such period as shall be set forth in the Option Agreement evidencing such Option, subject to the provisions of the Plan.  To the extent not exercised, installments shall accumulate and be exercisable, in whole or in part, at any time after becoming exercisable, but not later than the date the Option expires.
8.2Notice of Exercise.  An Option may be exercised by the optionee by delivering to the Company on any business day a written notice specifying the number of Common Units the optionee then desires to purchase and specifying the address to which the certificates for such units are to be mailed (the “Notice”), accompanied by payment for such units.  In addition, the Company may require any individual to whom an Option is granted, as a condition of exercising such Option, to give written assurances (the “Investment Letter”) in a substance and form satisfactory to the Company to the effect that such individual is acquiring the Common Units subject to the Option for his or her own account for investment and not with a view to the resale or distribution thereof, and to such other effects as the Company deems necessary or advisable in order to comply with any securities law(s).
8.3Delivery.  As promptly as practicable after receipt of the Notice, the Investment Letter (if required) and payment, the Company shall deliver or cause to be delivered to the optionee certificates for the number of units with respect to which such Option has been so exercised, issued in the optionee’s name; provided, however, that such delivery shall be deemed effected for all purposes when the Company or a unit transfer agent shall have deposited such certificates in the United States mail, addressed to the optionee, at the address specified in the Notice.
9.Nontransferability of Options.
No Option shall be assignable or transferable by the person to whom it is granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution.  During the life of an optionee, an Option shall be exercisable only by the optionee.
10.Termination of Option; Disability; Death.  Except as may be otherwise expressly provided in the terms and conditions of the Option Agreement, Options shall terminate on the earliest to occur of:
(i)the date of expiration thereof;
(ii)0 days after termination of the optionee’s employment with, or provision of services to, the Company by the Company for Cause (as hereinafter defined);
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(iii)90 days after the date of voluntary termination of the optionee’s employment with, or provision of services to, the Company by the optionee (other than for death or permanent disability as defined below); or 
(iv)90 days after the date of termination of the optionee’s employment with, or provision of services to, the Company by the Company without Cause (other than for death or permanent disability as defined below).
Until the date on which the Option so expires, the optionee may exercise that portion of his or her Option which is exercisable at the time of termination of the employment or service relationship.
An employment or service relationship between the Company and the optionee shall be deemed to exist during any period during which the optionee is employed by or providing services to the Company.  For the avoidance of doubt, a transfer of an optionee’s employment or service relationship with the Company to a parent or subsidiary of the Company as defined in Sections 424(e) and 424(f) of the Code, or from such parent or subsidiary to the Company, shall not constitute termination of an employment or service relationship for purposes of the Plan. Whether an authorized leave of absence or an absence due to military or government service shall constitute termination of the employment or service relationship between the Company and the optionee shall be determined by the Board at the time thereof.
For purposes of this Section 10, the term “Cause” shall mean (a) any material breach by the optionee of any agreement to which the optionee and the Company are both parties, (b) any act (other than retirement) or omission to act by the optionee which may have a material and adverse effect on the Company’s business or on the optionee’s ability to perform services for the Company, including, without limitation, the commission of any crime (other than minor traffic violations), or (c) any material misconduct or material neglect of duties by the optionee in connection with the business or affairs of the Company.  An optionee’s employment shall be deemed to have been terminated for Cause if the Company determines within thirty (30) days of the termination of employment (whether such termination was voluntary or involuntary) that termination for Cause was warranted.
In the event of the permanent and total disability or death of an optionee while in an employment or other relationship with the Company, any Option held by such optionee shall terminate on the earlier of the date of expiration of the Option or 180 days following the date of such disability or death.   After disability or death, the optionee (or in the case of death, his or her executor, administrator or any person or persons to whom this option may be transferred by will or by laws of descent and distribution) shall have the right, at any time prior to such termination of an Option , to exercise the Option to the extent the optionee was entitled to exercise such Option as of the date of his or her disability or death.  An optionee is permanently and totally disabled if he or she is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to last for a 
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continuous period of not less than 12 months; permanent and total disability shall be determined in accordance with Section 22(e)(3) of the Code and the regulations issued thereunder.
11.Rights as a Member.  The holder of an Option shall have no rights as a member with respect to any units covered by the Option (including, without limitation, any rights to receive dividends or non-cash distributions with respect to such units) until the date of issue of a unit certificate to him or her for such units.  No adjustment shall be made for dividends or other rights for which the record date is prior to the date such unit certificate is issued.
12.Additional Provisions.  The Board of Managers may, in its sole discretion, include additional provisions in Restricted Units Agreements and Option Agreements, including, without limitation, restrictions on transfer, rights of the Company to repurchase units of Restricted Units or Common Units acquired upon exercise of Options, commitments to pay cash bonuses, to make, arrange for or guaranty loans or to transfer other property to optionees upon exercise of Options, or such other provisions as shall be determined by the Board of Managers; provided that such additional provisions shall not be inconsistent with any other term or condition of the Plan and such additional provisions shall not be such as to cause any Incentive Common Unit Option to fail to qualify as an Incentive Common Unit Option within the meaning of Section 422 of the Code.
13.Acceleration, Extension, Etc.  The Board of Managers may, in its sole discretion, (i) accelerate the date or dates on which all or any particular Option or Options may be exercised or (ii) extend the period or periods of time during which all, or any particular, Option or Options may be exercised.
14.Adjustment Upon Changes in Capitalization
14.1No Effect of Options upon Certain Corporate Transactions.  The existence of outstanding Options shall not affect in any way the right or power of the Company to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation, or any issue of Common Units, or any issue of bonds, debentures, preferred or prior preference units ahead of or affecting the Common Units or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.
14.2Adjustment Provisions.  If, through or as a result of any merger, consolidation, sale of all or substantially all of the assets of the Company, reorganization, recapitalization, reclassification, dividend, split, reverse split or other similar transaction, (i) the outstanding Common Units are increased, decreased or exchanged for a different number or kind of units or other securities of the Company, or (ii) additional units or new or different units or other securities of the Company or other non-cash assets are distributed with respect to such Common Units or other securities, an appropriate and proportionate adjustment shall be made in (x) the maximum number and kind of units reserved for issuance under the Plan, (y) the number and kind of units or other securities subject to any then outstanding Options, and (z) the price for each unit or other security subject to any then outstanding Options, so that upon exercise of such 
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Options, in lieu of the Common Units for which such Options were then exercisable, the relevant optionee shall be entitled to receive, for the same aggregate consideration, the same total number and kind of units or other securities, cash or property that the owner of an equal number of outstanding Common Units immediately prior to the event requiring adjustment would own as a result of the event.  If any such event shall occur, appropriate adjustment shall also be made in the application of the provisions of this Section 14 and Section 15 with respect to Options and the rights of optionees after the event so that the provisions of such Sections shall be applicable after the event and be as nearly equivalent as practicable in operation after the event as they were before the event.
14.3No Adjustment in Certain Cases.  Except as hereinbefore expressly provided, the issue by the Company of units of any class, or securities convertible into units of any class, for cash or property or for labor or services, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of units or obligations of the Company convertible into such units or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Common Units then subject to outstanding options.
14.4Board Authority to Make Adjustments.  Any adjustments under this Section 14 will be made by the Board of Managers, whose determination as to what adjustments, if any, will be made and the extent thereof will be final, binding and conclusive.  No fractional units will be issued under the Plan on account of any such adjustments.
15.Effect of Certain Transactions
15.1General.  Except as provided in any Option Agreement or Restricted Units Agreement to the contrary, if the Company is merged with or into or consolidated with another corporation under circumstances where the members of the Company immediately prior to such merger or consolidation do not own after such merger or consolidation units representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may be, or if units representing fifty percent (50%) or more of the voting power of the Company are transferred to an Unrelated Third Party, as hereinafter defined, or if the Company is liquidated, or sells or otherwise disposes of all or substantially all its assets (each such transaction is referred to herein as a “Change in Control Transaction”), the Board, or the board of directors of any corporation assuming the obligations of the Company, may, in its discretion, take any one or more of the following actions, as to some or all outstanding Options Restricted Units Awards (and need not take the same action as to each such Option or Restricted Units Award): (i) provide that such Options shall be assumed, or equivalent Options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), provided that any such Options substituted for Incentive Common Unit Options shall meet the requirements of Section 424(a) of the Code, (ii) upon written notice to the optionees, provide that all unexercised Options (whether vested or unvested) will terminate immediately prior to the consummation of the Change in Control Transaction unless exercised by the optionee to the extent otherwise then exercisable within a specified period following the date of such notice, (iii) upon written notice to the grantees, provide that all unvested units of Restricted Units shall be repurchased at cost, 
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(iv) make or provide for a cash payment to the optionees equal to the difference between (A) the  fair market value of the per unit consideration (whether cash, securities or other property or any combination of the above) the holder of a Common Unit will receive upon consummation of  the Change in Control Transaction (the “Per Unit Transaction Price”) times the number of Common Units subject to outstanding vested Options (to the extent then exercisable at prices not equal to or in excess of the Per Unit Transaction Price) and (B) the aggregate exercise price of such outstanding vested Options, in exchange for the termination of such Options, or (v) provide that all or any outstanding Options shall become exercisable and all or any outstanding Restricted Units Awards shall vest in part or in full immediately prior to such event. To the extent that any Options are exercisable at a price equal to or in excess of the Per Unit Transaction Price, the Board may provide that such Options shall terminate immediately upon the consummation of the Change in Control Transaction without any payment being made to the holders of such Options.  “Unrelated Third Party” shall mean any person who is not, on the date of adoption of this Plan by the Board, a holder of units of any class or preference or any unit option of the Company.
15.2Substitute Options.  The Company may grant Options in substitution for options held by employees, officers or directors of, or consultants or advisors to, another corporation who become employees, officers or managers of, or consultants or advisors to, the Company, as the result of a merger or consolidation of the employing corporation with the Company or as a result of the acquisition by the Company of property or stock of the employing corporation.  The Company may direct that substitute Options be granted on such terms and conditions as the Board considers appropriate in the circumstances.
15.3Restricted Units.  In the event of a business combination or other transaction of the type detailed in Section 15.1, any securities, cash or other property received in exchange for units of Restricted Units shall continue to be governed by the provisions of any Restricted Units Agreement pursuant to which they were issued, including any provision regarding vesting, and such securities, cash, or other property may be held in escrow on such terms as the Board of Managers may direct, to insure compliance with the terms of any such Restricted Units Agreement.
16.No Special Employment Rights.  Nothing contained in the Plan or in any Option Agreement or Restricted Units Agreement shall confer upon any optionee or holder of Restricted Units any right with respect to the continuation of his or her employment by the Company or interfere in any way with the right of the Company at any time to terminate such employment or to increase or decrease his or her compensation.
17.Other Employee Benefits.  The amount of any compensation deemed to be received by an employee as a result of the issuance of units of Restricted Units or the grant or exercise of an Option or the sale of units received upon issuance of a Restricted Units Award or exercise of an Option will not constitute compensation with respect to which any other employee benefits of such employee are determined, including, without limitation, benefits under any bonus, pension, profit-sharing, life insurance or salary continuation plan, except as otherwise specifically determined by the Board of Managers.
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18.Amendment of the Plan.
18.1The Board may at any time, and from time to time, modify or amend in any respect or terminate the Plan.  If member approval is not obtained within twelve months after any amendment increasing the number of units authorized under the Plan or changing the class of persons eligible to receive Options under the Plan, no Options granted pursuant to such amendments shall be deemed to be Incentive Common Unit Options and no Incentive Common Unit Options shall be issued pursuant to such amendments thereafter.
18.2The termination or any modification or amendment of the Plan shall not, without the consent of an optionee or the holder of Restricted Units, adversely affect his or her rights under an Option or Restricted Units Award previously granted to him or her.  With the consent of the recipient of Restricted Units or optionee affected, the Board may amend outstanding Restricted Units Agreements or Option Agreements in a manner not inconsistent with the Plan. 
19.Withholding.  The Company shall have the right to deduct from payments of any kind otherwise due to the optionee or recipient of Restricted Units, any federal, state or local taxes of any kind required by law to be withheld with respect to issuance of any units of Restricted Units or units issued upon exercise of Options.  Prior to delivery of any Common Units pursuant to the terms of this Plan, the Board has the right to require that the optionee or recipient of Restricted Units remit to the Company an amount sufficient to satisfy any minimum tax withholding obligation.  Subject to the prior approval of the Company, which may be withheld by the Company in its sole discretion, the obligor may elect to satisfy any minimum withholding obligations, in whole or in part, (i) by causing the Company to withhold Common Units otherwise issuable, or (ii) by delivering to the Company a sufficient number of Common Units.  The units so withheld shall have a fair market value equal to such minimum withholding obligation.  The fair market value of the units used to satisfy such minimum withholding obligation shall be determined by the Company as of the date that the amount of tax to be withheld is to be determined.  A person who has made an election pursuant to this Section 19 may only satisfy his or her withholding obligation with Common Units which are not subject to any repurchase, forfeiture, unfulfilled vesting or other similar restrictions.
20.Effective Date and Duration of the Plan.
20.1Effective Date.  The Plan shall become effective when adopted by the Board of Managers.  If member approval is not obtained within twelve months after the date of the Board’s adoption of the Plan, no Options previously granted under the Plan shall be deemed to be Incentive Common Unit Options and no Incentive Common Unit Options shall be granted thereafter.  Amendments to the Plan not requiring member approval shall become effective when adopted by the Board.  Amendments requiring member approval shall become effective when adopted by the Board, but if member approval is not obtained within twelve months of the Board’s adoption of such amendment, any Incentive Common Unit Options granted pursuant to such amendment shall be deemed to be non-statutory Options provided that such Options are authorized by the Plan.  Subject to this limitation, Options may be granted under the Plan at any time after the effective date and before the date fixed for termination of the Plan.
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20.2Termination.  Unless sooner terminated by action of the Board of Managers, the Plan shall terminate upon the close of business on the day next preceding the tenth anniversary of the date of its adoption by the Board of Managers.
21.Provision for Foreign Participants.  The Board of Managers may, without amending the Plan, modify the terms of Option Agreements or Restricted Units Agreements to differ from those specified in the Plan with respect to participants who are foreign nationals or employed outside the United States to recognize differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.
22.Requirements of Law.  The Company shall not be required to sell or issue any units under any Option or Restricted Units Award if the issuance of such units shall constitute a violation by the optionee, the Restricted Units Award recipient, or by the Company of any provision of any law or regulation of any governmental authority.  In addition, in connection with the Act, the Company shall not be required to issue any units upon exercise of any Option unless the Company has received evidence satisfactory to it to the effect that the holder of such Option will not transfer such units except pursuant to a registration statement in effect under the Act or unless an opinion of counsel satisfactory to the Company has been received by the Company to the effect that such registration is not required in connection with any such transfer. Any determination in this connection by the Board shall be final, binding and conclusive.  In the event the units issuable on exercise of an Option are not registered under the Act or under the securities laws of each relevant state or other jurisdiction, the Company may imprint on the certificate(s) appropriate legends that counsel for the Company considers necessary or advisable to comply with the Act or any such state or other securities law.  The Company may register, but in no event shall be obligated to register, any securities covered by the Plan pursuant to the Act; and in the event any units are so registered the Company may remove any legend on certificates representing such units.  The Company shall not be obligated to take any affirmative action in order to cause the exercise of an Option, the grant of any Restricted Units Award or the issuance of units pursuant thereto to comply with any law or regulation of any governmental authority.
23.Conversion of Incentive Common Unit Options into Non-Qualified Options; Termination.  The Board of Managers, with the consent of any optionee, may in its discretion take such actions as may be necessary to convert such optionee’s Incentive Common Unit Options (or any installments or portions of installments thereof) that have not been exercised on the date of conversion into non-statutory Options at any time prior to the expiration of such Incentive Common Unit Options, regardless of whether the optionee is an employee of the Company or a parent or subsidiary of the Company at the time of such conversion.  At the time of such conversion, the Board of Managers (with the consent of the optionee) may impose such conditions on the exercise of the resulting non-statutory Options as the Board of Managers in its discretion may determine, provided that such conditions shall not be inconsistent with this Plan.  Nothing in this Plan shall be deemed to give any optionee the right to have such optionee’s Incentive Common Unit Options converted into non-statutory Options, and no such conversion shall occur until and unless the Board of Managers takes appropriate action.  The Board of 
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Managers, with the consent of the optionee, may also terminate any portion of any Incentive Common Unit Option that has not been exercised at the time of such termination.
24.Non-Exclusivity of this Plan; Non-Uniform Determinations.  Neither the adoption of this Plan by the Board of Managers nor the approval of this Plan by the members of the Company shall be construed as creating any limitations on the power of the Board of Managers to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of unit options otherwise than under this Plan, and such arrangements may be either applicable generally or only in specific cases.
The determinations of the Board of Managers under this Plan need not be uniform and may be made by it selectively among persons who receive or are eligible to receive Options or Restricted Units Awards under this Plan (whether or not such persons are similarly situated).  Without limiting the generality of the foregoing, the Board of Managers shall be entitled, among other things, to make non-uniform and selective determinations, and to enter into non-uniform and selective Option Agreements and Restricted Units Agreements, as to (a) the persons to receive Options or Restricted Units Awards under this Plan, (b) the terms and provisions of Options or Restricted Units Awards, (c) the exercise by the Board of Managers of its discretion in respect of the exercise of Options pursuant to the terms of this Plan, and (d) the treatment of leaves of absence pursuant to Section 10 hereof.
25.Governing Law.  This Plan and each Option or Restricted Units Award shall be governed by the laws of The Commonwealth of Massachusetts, without regard to its principles of conflicts of law.
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APPENDIX A
TO ASCEND WELLNESS HOLDINGS, LLC 2020 EQUITY INCENTIVE PLAN
FOR CALIFORNIA RESIDENTS ONLY
This Appendix to the Ascend Wellness Holdings, LLC 2020 Equity Incentive Plan (the “Plan”) shall have application only to participants in the Plan who are residents of the State of California.  Capitalized terms contained herein shall have the same meanings given to them in the Plan, unless otherwise provided in this Appendix.  Notwithstanding any provision contained in the Plan to the contrary and to the extent required by applicable law, the following terms and conditions shall apply to all Options and Restricted Units Awards (collectively “Awards”) granted to residents of the State of California, until such time as the Common Units becomes subject to registration under the Securities Act of 1933:
1.Awards shall be nontransferable other than by will or the laws of descent and distribution.  Notwithstanding the foregoing, and to the extent permitted by Section 422 of the Code, the Board, in its discretion, may permit distribution of an Award to an inter vivos or testamentary trust in which the Award is to be passed to beneficiaries upon the death of the trustor (settlor), or by gift to “immediate family” as that term is defined in Rule 16a-1(e) of the United States Exchange Act of 1934.
2.Unless employment is terminated for Cause, the right to exercise an Option in the event of termination of employment, to the extent that the optionee is otherwise entitled to exercise an Option on the date employment terminates, shall be
(a)at least six months from the date of termination of employment if termination was caused by death or permanent disability; and
(b)at least 30 days from the date of termination if termination of employment was caused by other than death or permanent disability;
(c)but in no event later than the remaining term of the Option.
3.Any Award exercised before member approval is obtained shall be rescinded if member approval is not obtained within 12 months of the Board’s adoption of the Plan.