Exhibit 10.19


 


 


 


EMPLOYMENT AGREEMENT


This Employment
Agreement (this “Agreement”) is dated as of October 10, 2019 (with an effective date as of January 1, 2019) between
iAnthus Capital Management, LLC including iAnthus Capital Holdings, Inc. and all of its subsidiaries (the “Company”),
located at 420 Lexington Avenue, Suite 414, New York, NY 10170, and Hadley Ford, an individual (“Executive”) residing at                       .


W I T N E S E T H:


WHEREAS,
the Executive has been employed by the Company since 2014 and Company desires to continue to employ Executive as its Chief Executive
Officer and Executive desires to be so employed;


NOW, THEREFORE,
in consideration of the mutual covenants and undertakings herein contained, the Company agrees to continue to employ Executive,
and Executive accepts the continued employment with the Company on the terms and conditions set forth in this Agreement, to which
the parties agree as follows:


1.       Term
Of Agreement.


The term of the
Agreement will be for three (3) years, commencing on January 1, 2019 (“Effective Date”) and ending on January 1, 2022,
subject to earlier termination pursuant to the terms and conditions discussed in paragraph 4 below, or extension upon the written
agreement of the parties hereto (the “Term”). If either party wishes to terminate the Agreement, the party shall provide
notice of termination on or before the 60th day prior to expiration of the then current Term. If neither party provides
notice of termination, the Agreement will be extended for successive one (1) year terms, subject to the same notice of termination/extension
provision as detailed in this paragraph.


2.       Duties
During Employment. Executive is being hired under this Agreement to perform services as follows:


(a)       Title
and Reporting. Executive’s title shall be Chief Executive Officer. Executive shall report to the Board of Directors.


(b)       Responsibilities.
Executive’s duties and responsibilities shall include: Responsibilities commensurate with the goals and objectives agreed
upon with the Board of Directors on a regular basis; and such other duties and responsibilities as may be assigned or delegated
to Executive from time to time by the Board of Directors of the Company (hereinafter the “Services”). Executive shall
comply with all federal, state and local laws, rules and regulations in the performance of Executive’s duties under this
Agreement.


(c)       Outside
Work. During the Term of this Agreement, Executive agrees to faithfully, diligently, and to the best of Executive’s
ability, devote Executive’s entire business time and best efforts, energies, skills and experience to the discharge of Executive’s
duties and responsibilities hereunder. Without the consent of the Board of Directors or President, Executive will not take any
other employment or be involved in any other business for remuneration. Executive shall not be involved in any activities which
would prevent Executive from devoting Executive’s full attention and energies to the requirements of Executive’s position
at the Company, but with the approval of the Board of Directors, not to be unreasonably withheld, may reasonably be engaged in
civic and charitable endeavors so long as such civic or charitable endeavors and are not in conflict or competitive with, or adverse
to, the interests of the Company.




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3.       Compensation
and Benefits.


(a)       Salary.
Executive’s annual base salary shall be two hundred and fifty thousand Dollars and No Cents ($250,000.00) per annum (“Base
Salary”), which gross sum shall be less statutory withholding taxes and required deductions. Executive shall be paid in accordance
with the Company’s standard payroll practices. Executive’s Base Salary shall be reviewed in accordance with the Company’s
policies as from time to time in effect and may be increased but not decreased below the annual rate stated in the foregoing sentence
in this Section 3(a).


(b)       Bonus.
In addition to Executive’s Base Salary, beginning on January 1, 2020, Executive shall be eligible to receive an annual incentive
bonus (the “Incentive Bonus”) in the sole discretion of the Board of Directors. The applicable criteria for achieving
an Incentive Bonus shall be established annually by the Board of Directors, in its sole discretion, as soon as practicable. Any
Incentive Bonus earned shall be payable no later than March 15th of the fiscal year after the fiscal year in which it was earned.


(c)       Options.


(i)       Time
Vesting Options. On February 1st of each calendar year during the term of this Agreement or the first day thereafter
that the Company is permitted to make option grants to executives of the Company (each, a “Grant Date”), Executive
shall receive a grant of stock options (“Time Vested Options”) to purchase Common Shares (“Shares”) of
iAnthus Capital Holdings, Inc. (“Holdings”) pursuant to the iAnthus Capital Holdings, Inc. Amended and Restated Omnibus
Incentive Plan (the “Plan”) with a value (the “Option Value”) equal to eight hundred and sixteen thousand
and six hundred and sixty seven Dollars and No Cents ($816,667.00) per annum, which shall be incentive stock options to the maximum
extent permitted. The exercise price of the Time Vested Option shall by equal to the Fair Market Value (as defined in the Plan),
shall expire ten years after the Grant Date and shall vest in 12 equal quarterly installments commencing on the last day of the
calendar quarter following the Grant Date and otherwise pursuant to the terms and conditions of Holdings’ form of Award Agreement
(as defined in the Plan). Executive acknowledges that the options to purchase 252,970 Common Shares on August 6, 2019 reflect the
Time Vested Option grants for calendar year 2019.


(ii)       Performance
Options. In addition to the Time-Vested Options, Executive shall also be entitled to receive a grant of stock options (“Performance
Options” and collectively with the Time Vested Options and any previously issued options to the Executive, the “Options”)
to purchase Shares under the Plan. For calendar year 2019, the Performance Options shall have an Option value equal to five hundred
thirty three thousand three hundred and thirty three Dollars and No Cents ($533,333.00) per annum and thereafter shall be in such
amount as shall be determined by Holdings Compensation Committee, in its sole discretion, but in an amount not less than the Option
Value of the Performance Options granted during calendar year 2019. Executive acknowledges that the options to purchase 165,205
Common Shares on August 6, 2019 reflect the Performance Option grants for calendar year 2019. The Company shall have reasonable
discretion to cancel all, some, or none of the Performance Options depending on whether the Company or Executive has met the annual
performance objectives (the “Performance Objectives”) as established annually by the Company and provided in writing
to Executive. The exercise price of the Performance Options shall be equal to the Fair Market Value (as defined in the Plan), shall
expire ten years after the Grant Date and shall vest in 12 equal quarterly installments commencing on the last day of the calendar
quarter following the Grant Date and otherwise pursuant to the terms and conditions of the Company’s form of Award Agreement.
The Company shall notify Executive within 30 days of the end of the calendar year regarding the amount, if any, of Executive’s
Performance Options for that year that have been earned and no Performance Options, whether vested or not, shall be exercisable
until the Company has determined whether the Performance Objectives have been met.




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(iii)       Option
Criteria. For purposes of determining the number of Options to be granted to Executive in payment of the Time Vested Options
or Performance Options granted to Executive, the Options shall be valued (i.e. “Option Value,” based on the date of
the grant using the Black-Scholes option pricing model, with the input variables determined by the Company in its sole discretion
consistently applied, and shall, to the maximum extent permitted, be incentive stock options. In the event of an inconsistency
or conflict between the provisions of this Agreement and the provisions of the Plan or any option agreement thereunder, with respect
to the grant of any Option, the terms of the Plan or any Award Agreement shall control.


(d)       Benefits.


(i)       During
the Term, to the extent eligible under the applicable plans and programs, Executive and Executive’s family shall be entitled
to participate in the Company’s medical, dental, and vision plan at no cost to Executive and to such other plans and programs
made available to employees of the Company generally. The terms and conditions of Executive’s participation in any employee
benefit plan or program shall be subject to the terms and conditions of such plan or program, as may be modified by the Company
from time to time. Nothing in this Agreement shall preclude the Company from amending or terminating any employee benefit plan
or program.


(ii)       The
Company shall provide a reasonable stipend for a gym membership so long as Executive submits proof annually that Executive is an
active gym member.


(e)       Paid
Time Off. Executive shall be entitled 25 days of paid time off (“PTO”) each full calendar year (prorated to
reflect any partial calendar year during which you are employed by the Company pursuant to this Agreement), to be taken in accordance
with the Company’s PTO policies as in effect from time to time. Any PTO shall be taken at the reasonable and mutual convenience
of the Company and Executive.


(f)       Other
Expenses. The Company will reimburse Executive for all reasonable expenses in the performance of Executive’s duties
under the Agreement, in accordance with the Company’s standard reimbursement policies. Executive further agrees to comply
with the Company’s reimbursement procedures and with the conditions for reimbursements as required by the Internal Revenue
Code and the rules and regulations thereunder in connection with the incurring and reporting of business expenses.




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4.       Termination
of Agreement


(a)       Termination
For Cause. The Company shall be entitled to terminate this Agreement and Executive’s employment immediately and without
notice for “Cause”. Termination for “Cause” shall mean termination based upon: (i) the failure by Executive
to follow directions of the Board of Directors in the handling of material matters which are consistent with Executive’s
position; (ii) the willful or continued engagement by Executive in conduct which is materially injurious to the Company, monetarily
or otherwise, including, but not limited to, the disclosure by Executive of material Confidential Information (as defined in paragraph
5(a)(i)), which is inconsistent with Executive’s responsibilities set forth in Paragraph 2(b), breach by Executive of Executive’s
fiduciary duties to the Company, violation by Executive of any restrictive covenant, including covenants not to compete, to solicit
the Company’s clients or employees or disparage the Company or its officers, employees, business partners, affiliates or
representatives, as further defined in paragraph 5 below; (iii) a conviction of, a plea of nolo contendere, a guilty plea or confession
by Executive to an act of fraud, misappropriation or embezzlement or to a felony; (iv) Executive’s habitual intoxication
while conducting the Company’s business; (v) a material violation of the Company’s employment policies; (vi) a material
breach by Executive of this Agreement; or (vii) Executive’s willful absence from Executive’s employment or willful
failure or refusal to perform or gross neglect in the performance of Executive’s duties or responsibilities hereunder. Where
reasonable, prior to termination under subparagraphs (i), (ii), (iv), (v), (vi) or (vii) above, the Company will provide Executive
with written notice of any act or omission it believes constitutes Cause for termination, including stating the reasons for such
belief, and Executive shall have thirty (30) days to cure and/or to present Executive’s position regarding the matter. In
the event of termination of Executive by the Company for Cause, the Company shall have no obligation to pay Executive anything
other than any salary earned to date and any Options (whether Time Vested Options or Performance Options and whether vested or
unvested Options) shall terminate and be of no further force and effect; provided, however, that any options that had vested prior
to the date that was 12 months prior to the date of termination shall be exercisable for a period of 90 days following the date
of termination for Cause. In addition, the Company shall provide Executive with any benefit continuation rights as required by
law. A termination for Cause will be effective upon the Company’s delivery to Executive of a written notice advising Executive
of Executive’s termination, provided that a termination for Cause under subparagraphs (i), (ii), (iv), (v), (vi) or (vii)
, in circumstances where thirty (30) calendar days advance written notice has been given, will be effective on the thirty first
(31st) calendar day after Executive’s receipt of said notice if the conduct constituting Cause has not, in the Company’s
opinion, been corrected by Executive.


(b)       Termination.
In The Event Of Executive’s Disability. If, as a result of the incapacity of Executive due to physical or mental illness
as determined by the Company Board of Directors, Executive is unable to perform substantially and continuously the duties assigned
to Executive hereunder for a period of one hundred twenty (120) days or more, with or without a reasonable accommodation being
made by the Company, and compliance by the Company with all applicable statutes, if any, the Company may terminate this Agreement
for “Disability,” upon twenty-one (21) calendar days’ notice. In said event, the Company shall be required to
pay Executive all accrued and unpaid salary and all issued Options (whether Time Vested Options or Performance Options and whether
vested or unvested) shall be accelerated and become exercisable (and shall not be subject to reduction for failure to meet Performance
Objectives) and the Company agrees that the Options shall continue to be exercisable until the later of (x) expiration date set
forth in the relevant option agreement (without regard to any provision of the Plan or option agreement providing for earlier termination)
and (y) five years from the date of termination of Executive’s employment. In the event that the Company terminates this
Agreement for “Disability” at the beginning of any calendar year and prior to the grant of any Options (whether Time
Vested Options or Performance Options) with respect to such calendar year, in connection with any such termination, the Company
shall issue to Executive a number of Options with an Option Value equal to the Option Value of the Options granted to Executive
in the prior calendar year, which shall be fully vested, immediately exercisable with an exercise price equal to the Fair Market
Value at time of issuance (and the number of Performance Options shall not be subject to reduction for failure to meet Performance
Objectives) and shall be exercisable for a period of ten years from the date of grant. In addition, the Company shall provide Executive
and Executive’s dependents with any benefit continuation rights as required by law.




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(c)       Termination
In The Event Of Executive’s Death. This Agreement shall terminate immediately upon the death of Executive. In said
event, the Company shall be required to pay Executive’s estate all accrued and unpaid salary payable within ten days after
the date of termination and all issued Options (whether Time Vested Options or Performance Options and whether vested or unvested)
shall be accelerated and become exercisable and the Company agrees that the Options shall continue to be exercisable until the
later of (x) expiration date set forth in the relevant option agreement (without regard to any provision of the Plan or option
agreement providing for earlier termination) and (y) five years from the date of the Executive’s death. In the event that
this Agreement terminates as a result of Executive’s death at the beginning of any calendar year and prior to the grant of
any Options (whether Time Vested Options or Performance Options) with respect to such calendar year, in connection with any such
termination, the Company shall issue to Executive, to the maximum extent permitted by law, a number of Options with an Option Value
equal to the Option Value of the Options granted to Executive in the prior calendar year, which shall be fully vested, immediately
exercisable (and shall not be subject to reduction for failure to meet Performance Objectives) and shall be exercisable for a period
of ten year from the date of grant. In addition, the Company shall provide Executive’s dependents with any benefit continuation
rights as required by law.


(d)       Termination
By Executive Without Good Reason. Should Executive resign or otherwise leave Executive’s employment with the Company
during the Term of the Agreement other than for “Good Reason” (as defined in paragraph 4(e) below), Executive must
provide the Company with thirty (30) days’ advance written notice (“Transition Notice”).


Provided that Executive provides the
required notice, the Company shall be required to pay Executive all accrued and unpaid salary and all issued vested Options (whether
Time Vested Options or Performance Options) shall continue to be exercisable but any unvested Options (whether Time Vested Options
or Performance Options) shall terminate and be of no further force and effect. Should the Company choose to release Executive during
the three (3) month Transition Notice period, it shall pay to Executive Executive’s salary and other benefits for the remainder
of the Transition Notice period and any Options that would have vested during the remainder of the Transition Notice period shall
also vest but the Company shall have no further obligations to Executive thereafter. In the event Executive resigns without Good
Reason and fails to provide Transition Notice, Executive shall be in breach of this Agreement and shall be liable for damages suffered
by the Company as a result of Executive’s contract breach. Should Executive terminate Executive’s employment without
Good Reason and without providing Transition Notice, the Company shall be relieved of its obligations to Executive under this Agreement,
other than to pay Executive any salary earned to date and any unvested Options (whether Time Based Options or Performance Based
Options) shall terminate and be of no further force and effect. In addition, the Company shall provide Executive with any benefit
continuation rights as required by law.






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(e)       Termination
By Executive For Good Reason. Termination by Executive for “Good Reason” shall mean, termination by Executive
because of: (i) a diminution in Executive’s Base Salary or the Company’s failure to provide Executive during any calendar
year with a grant of Time Vesting Options or Performance Options in an amount at least equal to the value of Time Vesting Options
or Performance Options, respectively, granted during to Executive during calendar year 2019 or the Company otherwise fails to
provide the other compensation and benefits as set forth in this Agreement; (ii) a material diminution in Executive’s title,
authority, responsibilities, duties or status without Executive’s consent, which significantly alters the nature of the
position for which Executive was hired or (iii) any material breach by the Employer of any provision of this Agreement which is
not under Executive’s control. Executive shall provide the Company with thirty (30) days’ written notice of Executive’s
intentions to terminate Executive’s employment for Good Reason. The Company shall have the right to cure any alleged failure
to comply with its obligations hereunder within this thirty (30) day period and, if cured, Executive’s notice of termination
for Good Reason shall be deemed rescinded.


(f)       Entitlements
Upon Termination of Executive Without Cause Or By Executive With Good Reason. Should the Company terminate Executive’s
employment without Cause, it shall provide Executive with the notice that it deems reasonable under the circumstances. In the event
the Company terminates Executive’s employment without Cause or Executive terminates Executive’s employment with the
Company for Good Reason, the Company shall pay Executive any salary earned to date and all issued Options (whether Time Vested
Options or Performance Options and whether vested or unvested) shall be accelerated and become exercisable and the Company agrees
to extend the period during which the Options may be exercisable: (x) for a period of one year following the date of termination
of employment, if Executive has been employed by the Company or any predecessors for less than three (3) years, and (y) until later
of (A) expiration date set forth in the relevant option agreement (without regard to any provision of the Plan or option agreement
providing for earlier termination) and (B) five years from the date of termination of Executive’s employment, if Executive
has been employed by the Company or any predecessors for at least three (3) years. In addition, if Executive has been employed
by the Company or any predecessors for at least three (3) years, the Company also shall issue to Executive (the “Additional
Option Grant”) such additional number of Options with an Option Value equal to the Option Value of the Options that were
issued to Executive during the preceding twelve (12) months (or if no Options have been granted within the previous twelve (12)
months, then the most recent Option grant), which shall be fully vested, immediately exercisable with an exercise price equal to
the Fair Market Value at time of issuance (and shall not be subject to reduction for failure to meet Performance Objectives) and
shall be exercisable for a period of ten year from the date of grant. The Company shall additionally pay to Executive in cash,
an amount equal to Executive’s Base Salary for one year following Executive’s termination date plus the amount of any
Incentive Bonus paid in cash to Executive in the previous twelve (12) months (the “Severance Payment Period”) (such
payment, the “Severance Payment”). The payment by the Company of the Severance Payment shall be paid out in equal installments
for the remainder of the Severance Payment Period on regular Company pay days. Additionally, if Executive’s employment terminates
and Executive elects COBRA, the Company shall pay COBRA premiums for Executive and Executive’s current dependents during
the Severance Payment Period. The Company shall have no further obligation to pay Executive’s COBRA premiums if Executive
accepts employment with a new employer that offers Executive medical benefits. In order to be entitled to the accelerated vesting
of the Options and to receive the Additional Option Grants, Severance Payment and COBRA reimbursement under this paragraph, Executive
must (i) sign a release of all claims against the Company and its officers, representatives and employees and a covenant not to
sue, and (ii) at the discretion of the Company, either continue to work for the Company for a reasonable transition period and/or
provide reasonable outside transition assistance as requested for 90 days after Executive’s employment cessation. The Severance
Payment shall be subject to all required statutory withholdings and deductions. Executive acknowledges that the severance benefits
detailed herein (or notice payments as specified in other paragraphs of this Agreement), is further and valid consideration for
Executive’s covenants not to: (i) disclose Confidential Information, as defined in paragraph 5(a)(i) and restricted in paragraph
5(b) below; (ii) compete by operating, managing, or being otherwise employed by or associated with a Competitive Business as defined
in paragraph 5(c) below; (iii) solicit the Company’s customers, former customers or prospective customers, as defined and
provided for in paragraph 5(c) below; (iv) solicit the Company’s employees, vendors or other business associates to cease
doing business with the Company; or (v) disparage the Company or its employees, officers and representatives, as provided for in
paragraph 5(d) below.




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(g)       Effect
of Termination By Company as a Result of a Change in Control. In the event the Company terminates Executive’s employment
without Cause or Executive terminates Executive’s employment for Good Reason during the first twelve (12) months after a
“Change in Control” (defined in paragraph 4(g)(i) below), the Company shall pay Executive any salary earned to date,
payable within ten days after the date of termination. The Company shall additionally pay to Executive in cash an amount equal
to Executive’s Adjusted Base Salary Compensation for two years following Executive’s termination date (the “Change
in Control Severance Payment Period” and such payment, the “Change in Control Severance Payment”). The payment
by the Company of Executive’s Change in Control Severance Payment shall be paid out in a lump sum, payable within ten days
after the date of termination. In addition, all issued Options (whether Time Vested Options or Performance Options and whether
vested or unvested) shall be accelerated and become exercisable (and shall not be subject to reduction for failure to meet Performance
Objectives) and the Company agrees that the Options shall continue to be exercisable until the later of (x) expiration date set
forth in the relevant option agreement (without regard to any provision of the Plan or option agreement providing for earlier termination)
and (y) five years from the date of termination of Executive’s employment. In addition, (x) if Executive has been employed
by the Company or any predecessors for less than three (3) years, the Company also shall issue to Executive such additional number
of Options with an Option Value equal to the Adjusted Option Value of the Options that were issued to Executive during the preceding
12 months (or, in case of options, if no Options have been granted within the previous twelve (12) months, then the most recent
Option grant) which shall be fully vested, immediately exercisable with an exercise price equal to the Fair Market Value at time
of issuance (and the number of Performance Options shall not be subject to reduction for failure to meet Performance Objectives)
and shall be exercisable for a period of ten year from the date of grant and (y) if Executive has been employed by the Company
or any predecessors for at least three (3) years, the Company also shall issue to Executive such additional number of Options with
an Option Value equal to two times the Adjusted Option Value of the Options that were issued to Executive during the preceding
12 months (or, in case of options, if no Options have been granted within the previous twelve (12) months, then the most recent
Option grant) which shall be fully vested, immediately exercisable with an exercise price equal to the Fair Market Value at time
of issuance (and the number of Performance Options shall not be subject to reduction for failure to meet Performance Objectives)
and shall be exercisable for a period of ten year from the date of grant (such additional option grant, herein referred to as (the
“Additional Change in Control Option Grant”). Additionally, if Executive’s employment terminates and Executive
elects COBRA, the Company shall pay COBRA premiums for Executive and Executive’s current dependents for twelve (12) months
following Executive’s termination of employment. The Company shall have no further obligation to pay Executive’s COBRA
premiums if Executive accepts employment with a new offer that offers Executive medical benefits. In order to be entitled to the
accelerated vesting of the Options and to receive the Additional Change in Control Option Grants, Change in Control Severance Payment
and COBRA reimbursement under this paragraph, Executive must (i) sign a release of all claims against the Company and its officers,
representatives and employees and a covenant not to sue, and (ii) at the discretion of the Company, either continue to work for
the Company for a reasonable transition period and/or provide reasonable outside transition assistance as requested for 90 days
after Executive’s employment cessation. The Change in Control Severance Payment shall be subject to all required statutory
withholdings and deductions. Executive acknowledges that the severance benefits detailed herein (or notice payments as specified
in other paragraphs of this Agreement), is further and valid consideration for Executive’s covenants not to: (i) disclose
Confidential Information, as defined in paragraph 5(a)(i) and restricted in paragraph 5(b) below; (ii) compete by operating, managing,
or being otherwise employed by or associated with a Competitive Business as defined in paragraph 5(c) below; (iii) solicit the
Company’s customers, former customers or prospective customers, as defined and provided for in paragraph 5(c) below; (iv)
solicit the Company’s employees, vendors or other business associates to cease doing business with the Company; or (v) disparage
the Company or its employees, officers and representatives, as provided for in paragraph 5(d) below. In addition, and notwithstanding
anything in the Plan to the contrary, upon Change in Control, all unvested Options (whether Guaranteed Options or Performance Options)
shall become fully vested and exercisable.




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(i)       The
term “Change of Control” means:


(1)       any
individual, entity or group of individuals or entities acting jointly or in concert (other than Holdings, its affiliates or an
employee benefit plan or trust maintained by Holdings or its affiliates, or any corporation owned, directly or indirectly, by the
shareholders of Holdings in substantially the same proportions as their ownership of shares of Holdings) acquiring beneficial ownership,
directly or indirectly, of more than 50% of the combined voting power of Holdings’ then outstanding securities (excluding
any person who becomes such a beneficial owner in connection with a transaction described in paragraph (ii) below);


(2)       the
consummation of a merger or consolidation of Holdings or any direct or indirect affiliate of Holdings with any other corporation,
other than a merger or consolidation which would result in the voting securities of Holdings outstanding immediately prior to such
merger or consolidation continuing to represent (either by remaining outstanding or being converted into voting securities of the
surviving entity or any parent thereof) more than 50% of the combined voting power or the total fair market value of the securities
of Holdings or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; provided,
however, that a merger or consolidation effected to implement a recapitalization of Holdings (or similar transaction) in which
no person (other than those covered by the exceptions in paragraph (i) of this definition) acquires more than 50% of the combined
voting power of Holdings then outstanding securities shall not constitute a Change in Control of Holdings;


(3)       a
complete liquidation or dissolution of Holdings or the consummation of any sale, lease, exchange or other transfer (in one transaction
or a series of transactions) of all or substantially all of the assets of Holdings; other than such liquidation, sale or disposition
to a person or persons who beneficially own, directly or indirectly, more than 50% of the combined voting power of the outstanding
voting securities of Holdings at the time of the sale; or


(4)       a
majority of the directors elected at any annual or extraordinary general meeting of shareholders of Holdings are not individuals
nominated by Holdings then-incumbent Board of Directors.


(ii)       The
term “affiliate” means, with respect to any person, any other person that, directly or indirectly through one or more
intermediaries, controls, is controlled by, or is under common control with, such person.


(iii)       The
term “person” includes an individual, partnership, joint venture, body corporate, trust or other entity or any
other form of enterprise or business organization.


(iv)       For
purposes of this Section 4(g), (x) the term “Adjusted Base Salary Compensation” means such percentage (not to exceed
50%) of Executive’s total compensation (being the aggregate value of Base Salary, Incentive Bonus and the Option Value of
the Time Vested and Performance Options) that the Executive received during the preceding 12 months (or, in the case of the Options,
if no Options have been granted within the previous twelve (12) months, then the most recent Option grant) (“Total Compensation”),
that Executive elects to receive in the form of cash rather than Option as his or her Change in Control Severance Payment and (y)
the term “Adjusted Option Value” means such percentage (equal to 100% less the percentage selected by Executive under
clause (x) above) of Executive’s total compensation that the Executive received during the preceding twelve (12) months (or,
in the case of the Options, if no Options have been granted within the previous twelve (12) months, then the most recent Option
grant) (“Total Compensation”), that Executive elects to receive in the form of Options rather than cash as his or her
Additional Change in Control Option Grant. Executive shall notify the Company of his or her allocation selection within five (5)
days of the date of termination after a Change of Control and in the event that Executive does not notify the Company within such
five (5) day period, the Change in Control Severance Payment and Change in Control Option Grant shall be based on the percentage
allocation of Total Compensation that the Executive received during the preceding twelve (12) months.




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5.       Confidentiality
and Restrictive Covenants.


(a)       Executive
Acknowledges:


(i)       the
business of cannabis, in which the Company is engaged, is intensely competitive and that Executive’s employment by the Company
will require that Executive have access to and knowledge of confidential information of the Company, including, but not limited
to, their plans for product expansion, marketing, financial information, profit margins, customer relationships, industry contacts,
vendor and management contracts and other services, plans, rules and regulations, personnel information, and other trade secrets
of the Company, all of which are of vital importance to the success of their business (collectively, “Confidential Information”);


(ii)       the
direct or indirect disclosure of any Confidential Information, particularly information regarding the Company’s plans and
strategies, financial information, profit margins or customer relationships would place the Company at a serious competitive disadvantage
and would do serious damage, financial and otherwise, to its business;


(iii)       by
Executive’s training, experience, expertise and access to the Company’s customers, clients, investors, consultants,
strategic partners, employees and affiliates, Executive’s services to the Company are special and unique; and (iv) if Executive
leaves the Company’s employ to work for a competitive business as defined below, in any capacity, or solicits its customers,
business partners, vendors or employees to cease doing business during the restrictive periods, it would cause the Company irreparable
harm.


(b)       Covenant
Against Disclosure. Executive covenants and agrees that all Confidential Information relating to the business and services
of the Company, any business partner, affiliate or customer of the same, shall be and remain the sole property and confidential
business information of each of them, free of any rights of Executive. Executive further agrees not to make any use of the Confidential
Information and not to disclose the information to third parties, without the prior written consent of the Company, except in the
performance of Executive’s duties hereunder or where disclosure is related to an investigation or action by the Securities
and Exchange Commission or required by any other governmental agency that directs Executive to refrain from notifying the Company.
The obligations of Executive under this Paragraph 5(b) shall survive any termination of this Agreement. Executive agrees that,
upon any termination of Executive’s employment with the Company, for any reason, all Confidential Information in Executive’s
possession, directly or indirectly, that is in written or other tangible form (together with all duplicates thereof) will forthwith
be returned to the Company or, at the Company’s request shall be destroyed, and in either case will not be retained by Executive
or furnished to any third party, either by sample, facsimile, film, audio, computer or video cassette, electronic data, verbal
communication or any other means of communication. Nothing in this Agreement is intended to or shall be interpreted to prohibit
disclosure of information to the limited extent permitted by and in accordance with the federal Defend Trade Secrets Act of 2016
(“DTSA”). Stated otherwise, disclosures that are protected by the DTSA do not violate this Agreement. The DTSA provides
that: “(1) An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the
disclosure of a trade secret that - (A) is made - (i) in confidence to a Federal, State, or local government official, either directly
or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or
(B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.”
The DTSA further provides that: “(2) An individual who files a lawsuit for retaliation by an employer for reporting a suspected
violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court
proceeding, if the individual - (A) files any document containing the trade secret under seal; and (B) does not disclose the trade
secret, except pursuant to court order.”




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(c)       Non-Competition
and Solicitation. As consideration for continued employment with the Company and the benefits and provisions of this Agreement,
specifically including the provision of severance benefits in paragraphs 4(f) and 4(g) above, Executive agrees that Executive shall
not, during the Term of this Agreement and until the date which is twelve (12) months after the date of the termination of Executive’s
employment hereunder for any reason, directly or indirectly, be an owner of or involved in the management or operations of or be
employed by or affiliated as an independent contractor or on any other basis with a “Competitive Business”. For purposes
of this Agreement, the term “Competitive Business” means any person or entity which is in the business of growing,
producing, extracting and selling a wide variety of cannabis products in multiple states. For the removal of doubt, the term “Competitive
Business” is meant to specifically include publicly-traded and privately-held “multistate operators” with which
the Company is commonly grouped by industry analysts, but shall not include businesses that (i) operate in three or fewer states;
or (ii) businesses that operate in multiple states but primarily through license agreements or similar arrangements but do not
directly cultivate, produce, extract and sell a wide variety of cannabis products itself in at least four states.


This paragraph shall
not be applicable to Executive’s ownership of not more than 3% of the total outstanding stock of a publicly held company,
or any activity engaged in by Executive with the prior written approval of the Board of Directors.


(d)       Further
Covenants Against Interference With the Company’s Business. In consideration for Executive’s continued employment
with the Company and/or the severance benefits available to Executive, during the Term of this Agreement and until the date which
is twelve (12) months after the date of the termination of Executive’s employment hereunder for any reason, Executive will
not, directly or indirectly, take any of the following actions and Executive will use Executive’s best efforts to ensure
that any business Executive may subsequently work for or be affiliated with does not take any of the following actions:


(i)       solicit,
persuade or attempt to persuade any employee of the Company to leave the employ of the Company;


(ii)solicit,
persuade or attempt to persuade any customer, vendor or other business associate of the Company to cease doing business with the
Company or to reduce the amount of business it does with the Company; or (iii)disparage the Company, its current, past or future
officers, employees, representatives, customers, vendors or business affiliates or any specific actions which the Company or its
past or future officers, employees, representatives, customers, vendors or business affiliates may take.






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(e)       Remedy
for Breach. In the event Executive breaches the provisions of this Paragraph 5, the Company shall have the right to enforce
these provisions by court action for injunctive or other relief, without the posting of a bond, and shall have the benefit of
the full period of any restrictive covenant in issue. Should the Company commence legal action to enforce the provisions of this
Paragraph 5, in addition to injunctive or other equitable relief, the Company shall be entitled to damages at law and, if successful,
to reimbursement by Executive of its reasonable attorneys’ fees and expenses. 


(f)       Acknowledgment
by Executive. Executive has carefully considered the nature and extent of the restrictions upon Executive and the rights
and remedies conferred upon the Company under this Agreement, and hereby acknowledges and agrees that the same are reasonable with
respect to scope of substantive coverage, duration and geographic area, are designed to and are absolutely necessary to protect
the legitimate business interests of the Company, and do not confer benefits upon Company disproportionate to the detriment of
Executive. Executive acknowledges that the Company has given Executive, and Executive has received and/or will continue to receive
should Executive be entitled to severance benefits, full and adequate consideration for the promises made by Executive and the
restrictions contained in this Paragraph 5.


(g)       Blue-Penciling
of Agreement. The parties agree that, in the event any court or tribunal of competent jurisdiction determines that the
above covenants are invalid or unenforceable, the court or tribunal shall have the power and discretion to construe the applicable
provisions by limiting or reducing them so as to be enforceable to the maximum extent compatible with applicable law.


(h)       Survival.
This paragraph 5 shall survive the termination of this Agreement.


6.       Inventions,
Patents and Copyrights.


(a)       Assignments.
Executive agrees that Executive will promptly make full written disclosure to the Company, will hold in trust for the sole right
and benefit of the Company, and hereby assigns to the Company, or its designee, all Executive’s right, title, and interest
in and to any and all inventions, original works of authorship, developments, concepts, improvements or trade secrets, whether
or not patentable or registrable under copyright or similar laws, which Executive may solely or jointly conceive or develop or
reduce to practice, or cause to be conceived or developed or reduced to practice, from the date Executive’s employment with
the Company commenced until Executive ‘s cessation of employment with the Company (collectively referred to as “Inventions”),
including any and all intellectual property rights inherent in the Inventions and appurtenant thereto including, without limitation,
all patent rights, copyrights, trademarks, know-how and trade secrets (collectively referred to as “Intellectual Property
Rights”). Executive further acknowledges that all original works of authorship which are made by Executive (solely or jointly
with others) within the scope of Executive’s employment and which are protectable by copyright are “works made for
hire,” as that term is defined in the United States Copyright Act.






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(b)       Maintenance
of Records. Executive agrees to keep and maintain adequate and current records of all Inventions made by Executive (solely
or jointly with others) during the Term of Executive s employment with the Company. The records will be in the form of notes, sketches,
drawings, and any other format that may be specified by the Company. The records will be available to and remain the sole property
of the Company at all times.


(c)       Patent
and Copyright Registrations. Executive agrees to assist the Company, or its designee, at the Company’s expense,
in every proper way to secure the Company’s rights in the Inventions and any Intellectual Property Rights related thereto
in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto,
the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary
in order to apply for and obtain such rights and in order to assign and convey to the Company the sole and exclusive right, title
and interest in and to such Inventions and any Intellectual Property Rights relating thereto. Executive further agrees that Executive’s
obligation to execute or cause to be executed, when it is in Executive’s power to do so, any such instrument or papers shall
continue after the termination of this Agreement. If the Company is unable because of Executive’s mental or physical incapacity
or for any other reason to secure Executive’s signature to apply for or to pursue any application for any United States
or foreign Intellectual Property Right covering Inventions assigned to the Company as above, then Executive hereby irrevocably
designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in fact,
to act for and in Executive’s behalf and stead to execute and file any such applications and to do all other lawfully permitted
acts to further the prosecution and issuance of letters patent, or copyright, trademark or other registrations thereon with the
same legal force and effect as if executed by Executive. 


(d)       Remedy
for Breach. Should the Company commence legal action to enforce the provisions of this Paragraph 6, in addition to injunctive
or other equitable relief, the Company shall be entitled to damages at law and, if successful, to reimbursement by Executive of
its reasonable attorneys’ fees and expenses.


7.       Section
409A.


(a)       To
the extent applicable, it is intended that this Agreement comply with the provisions of Section 409A of the Internal Revenue Code
of 1986, as amended (the “Code”), or any successor provision of such section, and the regulations and guidance promulgated
thereunder (“Section 409A”), so as to prevent inclusion in gross income of any amounts payable or benefits provided
hereunder in a taxable year that is prior to the taxable year or years in which such amounts or benefits would otherwise actually
be distributed, provided or otherwise made available to Executive. This Agreement shall be construed, administered, and governed
in a manner consistent with this intent.


(b)       If
and to the extent that any payment or benefit under this Agreement is determined by the Company to constitute “non-qualified
deferred compensation” subject to Section 409A and is payable to Executive by reason of Executive’s termination of
employment, such payment or benefit shall be made or provided to Executive only upon a “separation from service” as
defined for purposes of Section 409A. Each payment made under paragraphs 4(f) and 4(g) of this Agreement will be considered a “separate
payment” and not one of a series of payments for purposes of Section 409A.






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(c)       Nothing
in this paragraph 7 shall be construed as a guarantee by the Company of any particular tax effect under this Agreement. The Company
shall not be liable to Executive for any tax, penalty or interest imposed on any amount paid or payable hereunder by reason of
Section 409A, or for reporting in good faith any payment made under this Agreement as an amount includible in gross income under
Section 409A.


(d)       Executive
is encouraged to obtain Executive’s own tax advice regarding Executive’s compensation from the Company. Executive agrees
that the Company does not have a duty to design its compensation policies in a manner that minimizes Executive’s tax liabilities,
and Executive agrees that Executive will not make any claim against the Company related to tax liabilities arising from Executive’s
compensation. Executive further acknowledges and agrees that Executive has not received or relied on any advice from the Company
or its attorneys with respect to the taxability of any compensation or benefits provided to Executive under this Agreement.


8.       Governing
Law And Arbitration. This Agreement is governed by and is to be construed and enforced in accordance with the laws of
the State of New York, without regard to any conflict of law rules. Any action for injunctive relief or to otherwise enforce the
provisions of paragraphs 5 and 6 above, may be arbitrated or brought in a court sitting in the State of New York having jurisdiction
over the dispute at the Company’s discretion. Any Arbitrable Dispute (as that term is defined in Appendix A) shall be resolved
through final and binding arbitration, pursuant to the terms, conditions and procedures detailed in Appendix A hereto. This provision
shall survive the termination of this Agreement.


9.       Notices.
All notices required to be given under this Agreement shall be in writing and shall be deemed effective when delivered in person,
by email transmission (if confirmation of the same can be established), nationwide overnight delivery service or by certified U.S.
mail, addressed, in the case of Executive, to Executive’s residential address                             and,
in the case of the Company, to the Company’s Board of Directors, at 420 Lexington Avenue, Suite 414, New York, NY, 10170,
or to such other address as Executive or the Company may designate in writing to the other party.


10.       Representation.
Executive represents that Executive is under no restrictions from any former employer that would prevent Executive from continuing
work for the Company in the position described herein and performing all of the Services Executive was hired by the Company to
perform. Executive further represents Executive has not and will not take from or bring to the Company any confidential information
or proprietary information from any former employer, regardless of whether Executive is bound to a written confidentiality agreement.


11.       Miscellaneous.


(a)       Entire
Agreement / Merger. Executive and the Company acknowledge and agree that this Agreement constitutes the entire understanding
between them relating to the employment of Executive by the Company, and supersedes all prior written and oral agreements and understandings
with respect to the subject matter of this Agreement.






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(b)       Written
Amendments. This Agreement may be amended only by a subsequent written agreement signed by Executive and the Company.


(c)       Successors
and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their heirs, successors,
assigns and personal representatives. In no event may Executive assign any rights or duties under this Agreement to another person
or entity.


(d)       No
Waivers. No waiver by either party of or failure to assert any provision or condition of this Agreement or right to be
exercised hereunder shall be deemed a waiver of such or similar or dissimilar provisions, conditions or rights.


(e)       Construction
and Captions. No provision of this Agreement is to be interpreted for or against any party because that party’s legal
representatives drafted it. Captions are inserted for convenience of reference only and shall have no bearing on the interpretation
of the Agreement’s terms. Wherever used herein, a pronoun in the masculine gender shall be considered as including the feminine
gender unless the context clearly indicates otherwise. All references to the Company in any section of this Agreement relating
to Options shall also include Holdings, as appropriate.


(f)       Severability.
If any provision of this Agreement shall be held, declared or pronounced void, voidable, invalid, unenforceable or inoperative,
in whole or in part, for any reason, by any court of competent jurisdiction, government authority, arbitrator or otherwise, such
holding, declaration or pronouncement shall not effect adversely any other provision of this Agreement, which shall otherwise remain
in full force and effect and be enforced in accordance with its terms.


(g)       Currency.
Unless otherwise specified in this Agreement, all references to currency, monetary values and dollars set forth herein shall mean
United States (U.S.) dollars and all payments hereunder shall be made in United States dollars.


[Signature Page Follows]




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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the year and date written below.


	 	iANTHUS CAPITAL MANAGEMENT, LLC 

by iAnthus Capital Holdings, Inc., as its sole member
	 	By:  /s/ Randy Maslow

Randy Maslow

President	October 12, 2019

         Date
	 	       /s/ Hadley Ford

Hadley Ford	October 11, 2019

         Date


 




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APPENDIX A - ARBITRATION AGREEMENT


In consideration
of this Agreement and as a condition of Executive’s employment at the Company, Executive and the Company mutually agree to
binding arbitration pursuant to the following terms:


1.       Arbitrable
Claims - Any legal controversy arising out of the interpretation or application of the Agreement or relating to Executive’s
employment at or termination from the Company or any other manner of Executive’s relationship with the Company (including
disputes which do not relate to Executive’s employment at or termination there from), including, but not limited to, any
claims, whether past, present, or prospective, arising under federal, state or local employment discrimination or labor statutes,
such as Title VII of the 1964 Civil Rights Act, the Age Discrimination in Employment Act, the Americans with Disabilities Act,
the Civil Rights Act of 1866, the Fair Labor Standards Act, Executive Retirement Income Security Act, the New York State Executive
Law, the New York State Human Rights Law, the New York Labor Law, the New York City Human Rights Law, common law (e.g., breach
of contract, defamation, privacy and tort claims) and similar laws, rules and regulations (hereinafter “Arbitrable Claims”),
shall be resolved by binding arbitration. Claims by the Company for injunctive relief involving Executive’s use of Confidential
Information, trade secrets or breach of any of the restrictive covenants set forth in Paragraph 5 and 6 of the Agreement may either
be arbitrated or brought in court at the Company’s option.


2.       Excluded
Claims and Charges - It is acknowledged and agreed that the following claims are excluded from and shall not be considered
Arbitrable Claims, those for: workers’ compensation; unfair labor practices under the National Labor Relations Act, disability,
claims before the Securities and Exchange Commission; unemployment; and any claims excludable as a matter of law.


3.       Persons
and Entities Covered - This Agreement applies to any Arbitrable Claims by Executive against any employees, agents, independent
contractors, officers, principals, attorneys, parents, subsidiaries, affiliated entities or successor entities of the Company.


4.       Tribunal,
Forum and Rules of Procedure - All Arbitrable Claims shall be arbitrated in New York County, New York before the Employment
Dispute Tribunal of the American Arbitration Association (“AAA”). The rules of the AAA’s Employment Dispute Tribunal
(i.e., the AAA’s National Rules for the Resolution of Employment Disputes) shall prevail in said proceeding, except to the
extent supplemented by the rules set forth herein which shall take precedence.


5.       Time
for Commencing Arbitration Proceeding - All Arbitrable Claims shall be commenced by the filing of a Demand for Arbitration
in accordance with the rules of the AAA, within 365 days from the date of the act(s) or event(s) which give rise thereto, even
if there is a federal, state or local statute of limitations that may have provided more time to pursue the claim. A copy of the
demand for arbitration must be served upon the Company’s Board of Directors.




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6.       Prehearing
Conference/Discovery of Facts


(a)       In
an attempt to balance the objectives of speedy and cost-effective dispute resolution with the need for enough information to advance
and/or defend an Arbitrable Claim, there will be limited disclosure and discovery available to the Company and to Executive. 


(b)       At
least thirty (30) days before the arbitration hearing, the parties or their representatives, if any, will appear at a pre-hearing
conference, at which time each party will reveal to the other and exchange information concerning their respective claims, proposed
defenses, fact and expert witnesses, exhibits and other documentary materials or evidence intended to be utilized at the hearing.
In addition, where appropriate and directed by the arbitrator at the pre-hearing conference, the parties will enter into a stipulation
as to uncontested facts within fourteen (14) days prior to the arbitration hearing.


(c)       Additional
discovery will be available on application to and obtaining an order from the arbitrator, pursuant to AAA rules.


7.       Authority
of Arbitrator - The parties agree that the arbitrator presiding over an Arbitrable Claim shall apply all relevant statutes
and legal precedents there under and shall have the authority to award any equitable or monetary relief available under the applicable
law(s) alleged to have been violated. The arbitrator shall additionally have the power and authority to entertain and rule upon
motions to dismiss and/or for summary judgment pursuant to the rules, standards and case precedent prevailing under Federal Rules
of Civil Procedure 12(b)(6) and 56, provided it is reasonably clear that the party opposing the motion has failed to state a legally
actionable Arbitrable Claim, will have insufficient evidence to present at the arbitration hearing in support of the Arbitrable
Claim or has failed to satisfy Executive’s burden of proof during the course of the hearing.


8.       Fees
and Costs - The fees of the AAA and the arbitrator shall be split by the parties. The Arbitrator shall have the discretion
to render an award of arbitration fees and costs to the prevailing party.


9.       Representation
by Counsel - Both parties are free to be represented by counsel in connection with any Arbitrable Claim or at any arbitration
hearing. All fees and costs of a party’s counsel and any expert witnesses shall be borne exclusively by that party, unless
after the conclusion of the arbitration proceeding the arbitrator awards reasonable attorneys’ fees to a party as the “prevailing
party,” on all or part of any claims, pursuant to a statute alleged to have been violated which provides for such relief,
or pursuant to Paragraphs 5(e) or 6(d) of the Agreement.


10.       Privacy
of Proceedings and Results - Unless otherwise agreed by the parties, the arbitration proceedings and the results thereof
may not be reported to or discussed with any news agency or legal publisher or service, or any person or entity not directly involved
in the dispute, except the parties’ counsel and financial advisors, Executive’s immediate family, legal advisors and
financial advisors, and where: (i) disclosure is relating to any investigation or action by Securities and Exchange Commission
or (ii) where required by any other federal, state or local governmental agency, in which case, Executive shall provide prompt
notice of such to the Company .




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11.       Judicial
Proceedings Related To Arbitration Award / Service Requirements - The parties consent to the application of New York or
Federal Arbitration Statutes and to the jurisdiction of the New York Supreme Court, New York County, and of the United States District
Court for the Southern District of New York, for judgment on an award and for all other purposes in connection with said arbitration
and further consent that any notice, process or notice of motion or other application to either of said courts or judges thereof,
or of any notice in connection with any arbitration hereunder, may be served by certified or registered mail, return receipt requested,
or by personal service, or in such other manner as may be permitted under the rules of the AAA or of either of said courts. Judgment
upon the award rendered may be entered by any court having jurisdiction. Any provisional remedy which, but for this Agreement,
would be available at law, shall be available to the parties hereto pending the final award of the arbitrator.


12.       Preclusive
Effect And Bar To Other Proceedings - This arbitration provision precludes litigation or re-litigation in any federal,
state or local court or any administrative agency or other forum by the parties hereto any Arbitrable Claim that has been, is being,
will be, or could or should have been arbitrated under this Agreement, provided that nothing herein shall be construed as prohibiting
Executive from exercising Executive’s protected right to file a charge with the Equal Employment Opportunity Commission,
National Labor Relations Board, Securities and Exchange Commission, New York State Division of Human Rights, New York City Commission
on Human Rights or other federal, state or local governmental agency or to participate in such agency’s investigation of
a charge, provided further that Executive is barred by this Agreement from receiving relief from or the right to recover or share
in payments of any amounts of money for any reason (including, without limitation, back pay, front pay or other damages, penalties,
costs, expenses and attorneys’ fees) in any proceeding, including those filed or pending in a court of law or before the
Equal Employment Opportunity Commission, National Labor Relations Board, Securities and Exchange Commission, New York State Division
of Human Rights, New York City Commission on Human Rights or other governmental agency, except for certain claims filed with the
Securities and Exchange Commission, actions to compel arbitration or to enforce an Arbitrator’s award under this Agreement.


13.       Severability
- Should any portion of this arbitration provision be declared or determined by a court to be illegal or invalid, the court shall
have the power to modify the same so that it conforms with prevailing law and the validity of the remaining parts, terms or provisions
shall not be affected thereby.


14.       Acknowledgment
- Executive expressly acknowledges and agrees that Executive has carefully read this arbitration provision; that Executive understands
the terms, conditions and significance of this commitment; that Executive has had ample time to consider this provision and to
review it with counsel; and that by executing this Agreement, Executive has agreed to this arbitration provision voluntarily and
knowingly.


 


 


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