Exhibit 10.1


 


EMPLOYMENT
AGREEMENT


This Employment Agreement
(this “Agreement”) is entered into as of November 14, 2022 (the “Effective Date”) by and between iAnthus Capital
Management, LLC, including iAnthus Capital Holdings, Inc. and all of its subsidiaries (the “Company”), and Philippe Faraut,
an individual (“Executive”) (the Company and Executive each a “Party” and, collectively, the “Parties”).


W I T N E S E T H:


WHEREAS, the Company
wishes to employ Executive, and Executive wishes to be employed by the Company, in each case, on the terms and conditions set forth herein.


NOW, THEREFORE,
in consideration of the mutual covenants and undertakings herein contained, the Company agrees to employ Executive, and Executive accepts
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.


Executive’s employment
under this Agreement will commence on the Effective Date and will continue until terminated by either Party. The effective date of any
termination of Executive’s employment hereunder is hereinafter referred to as the “Termination Date”, and the period
of time commencing on the Effective Date and ending on the Termination Date is hereinafter referred to as the “Term”. Effective
upon the Termination Date, this Agreement will automatically terminate and will be of no further force or effect, except as otherwise
provided in Section 16(b) hereof, and Executive shall immediately resign, in writing, from all positions then held by Executive with the
Company and its affiliates unless otherwise agreed to by the Company and Executive. For the avoidance of doubt, Executive’s employment
is at-will, and either Executive or the Company may terminate Executive’s employment hereunder any time, for any or no reason, without
advance notice (except for any notice required under Section 4 below).


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 Financial Officer. Executive shall report to the Chief Executive Officer.


(b)      Responsibilities.
Executive’s duties and responsibilities shall include: responsibilities commensurate with the goals and objectives agreed upon
with Executive on a regular basis; and such other duties and responsibilities as may be assigned or delegated to Executive from time to
time by the Chief Executive Officer and the Board of Directors (the “Board”) of the Company (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)       Primary Work Location.
Executive’s principal place of employment with the Company will be at a location in Los Angeles County, California, provided that
Executive will be required to travel from time to time for business purposes, as reasonably requested by the Company.




    	 



    	 



    

 


(d)      Devotion
of Time and Efforts. During the Term, 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. During the Term, Executive will not take any other employment or be involved in any other business
for remuneration which is competitive with, or would otherwise conflict with, Executive’s employment with the Company. During the
Term, Executive shall not be involved in any activities which would prevent Executive from devoting Executive’s entire business
time to the requirements of Executive’s position at the Company and which are competitive with, or would otherwise conflict with,
Executive’s employment with the Company.


3.         Compensation
and Benefits.


(a)        Salary.
Executive’s annual base salary during the Term shall be three hundred thousand dollars and no cents ($300,000.00) per annum
(“Base Salary”), which gross sum shall be paid to Executive less statutory withholding taxes and required deductions. Executive
shall be paid in accordance with the Company’s standard payroll practices, but not less frequently than monthly. 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 first sentence of this Section 3(a).


(b)       Restricted
Stock Units. Within 5 business days after the Effective Date, on November 15, 2023, and on November
15 of each subsequent calendar year during the Term, or, in each case, on the first day thereafter that the Company is permitted to make
the grants contemplated in this paragraph to executives of the Company (each, a “Grant Date”), conditioned in each case on
Executive remaining employed with the Company through the applicable Grant Date, Executive shall receive a grant of restricted stock units
(each, an “RSU Award”) with respect to Common Shares (“Shares”) of iAnthus Capital Holdings, Inc. (“Holdings”)
pursuant to the iAnthus Capital Holdings, Inc. Amended and Restated Omnibus Incentive Plan (the “Plan”) and an individual
award agreement (together with the Plan, the “Equity Documents”) having an aggregate fair market value (based on the closing
public market price per Share on the Grant Date of the applicable RSU Award) equal to three hundred thousand dollars and no cents ($300,000.00),
such that each such RSU Award will consist of that number of restricted stock units as is equal to the quotient resulting from dividing
$300,000 by the closing public market price per Share on the applicable Grant Date. Each RSU Award will be subject to all of the terms
and conditions of the governing Equity Documents, which will provide, among other things, that the RSU Award will vest in three (3) equal
annual installments on the first three (3) anniversaries of the Grant Date of such RSU Award (or, solely with respect to the initial RSU
Award granted hereunder, on the first three (3) anniversaries of the Effective Date), contingent on Executive’s continued employment
with the Company through each vesting date, and will immediately fully (100%) vest upon the consummation of a “Change of Control”
(as defined below). Notwithstanding anything herein to the contrary, in the event of any conflict between any term of this Agreement and
any term of the Equity Documents with respect to the RSU Awards, the Equity Documents will prevail.




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(c)      Bonus.
In addition to Executive’s Base Salary, beginning on January 1, 2023 and during the Term, Executive shall be eligible to receive
an annual incentive cash bonus (the “Incentive Bonus”), in the sole discretion of the Board. The applicable criteria for
achieving an Incentive Bonus shall be established annually by the Board in its sole discretion following good faith consultation with
Executive (with respect to the Incentive Bonus for calendar year 2023, within 60 days after the Effective Date). In addition, for the
period between the Effective Date and December 31, 2022, the Board may award Executive a discretionary one-time cash bonus (the “Initial
Incentive Bonus”) based on individual and/or corporate performance during such period. Any Initial Incentive Bonus or Incentive
Bonus for a given year shall be earned by and paid to Executive as soon as practicable in the calendar year following the calendar year
to which it relates (generally, on or around April 15 of such following year), contingent upon Executive’s continued employment
with the Company and compliance with this Agreement through the payment date.


(d)       Benefits.
During the Term, to the extent eligible under the applicable plans and programs, Executive and Executive’s family shall be
eligible to participate in the Company’s medical, dental, and vision plan and in such other plans and programs made available to
employees of the Company generally, subject to all of the terms and conditions (including eligibility requirements) of such plans. Nothing
in this Agreement shall preclude the Company from amending or terminating any employee benefit plan or program.


(e)       Paid
Time Off. During the Term, Executive shall be entitled to paid vacation and other paid time off in accordance with the Company's
paid time off policies as in effect from time to time, provided that paid time off shall not be less than twenty-one (21) days in any
calendar year during the Term. Any paid time off shall be taken at the reasonable and mutual convenience of the Company and Executive.


(f)        Business
Expenses. The Company will reimburse Executive for all reasonable expenses incurred by Executive during the Term 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.


(g)       Compensation
in Connection with a Change of Control.


Upon the consummation of
a Change of Control, either during the Term or during the first twelve (12) months after the Company terminates Executive’s employment
without Cause, or Executive terminates Executive’s employment with Good Reason, the Company shall pay or provide Executive with
the following payments and benefits:


(i)       A
cash payment equal to Executive’s then-current Base Salary for eighteen (18) months, plus the amount of any Incentive Bonus paid
in cash to Executive in the twelve (12) months preceding such consummation (collectively, the “Change of Control Payment”),
which will be paid in one lump sum on the Company’s first regularly scheduled payroll date next following the thirtieth (30th)
calendar day after the date of such consummation (the “Change of Control Date”); and




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(ii)       the
Company also shall issue to Executive, on the thirtieth (30th) day after the Change of Control Date, an additional RSU Award
(the “Additional Change of Control RSU Award”) with respect to Shares with an aggregate fair market value (based on the closing
public market price per Share on the Grant Date of the Additional Change of Control RSU Award) equal to four hundred fifty thousand dollars
and no cents ($450,000.00), which shall be immediately fully vested.


(iii)       For
purposes of this Agreement, including this Section 3(g), the following terms shall have the following meanings:


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


a.       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 (2) below);


b.       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 (1) of this definition) acquires more than 50% of the combined voting power of Holdings’ then outstanding
securities shall not constitute a Change of Control of Holdings;


c.       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


d.       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.




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(2)       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.


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


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 or Chief Executive Officer in the handling of material matters which are consistent with Executive’s
position; (ii) the engagement by Executive in conduct which is injurious to the Company, monetarily or otherwise, including, but not
limited to, the disclosure by Executive of Confidential Information or Trade Secrets (as defined below), or in conduct which is inconsistent
with Executive’s responsibilities set forth in Section 2(b) or constitutes a breach of Executive’s fiduciary duties to the
Company; (iii) Executive’s indictment for, a conviction of, a plea of nolo contendere to, or a guilty plea or confession to, an
act of fraud, misappropriation or embezzlement or to a felony; (iv) a material violation of the Company’s employment policies,
including but not limited to policies relating to sexual harassment and/or hostile work environment harassment; (v) a material breach
by Executive of this Agreement; or (vi) Executive’s willful failure or refusal to perform or gross neglect in the performance of
Executive’s duties or responsibilities hereunder. Prior to termination under subparagraphs (i), (ii), (iv), (v) or (vi) 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 accrued and unpaid Base Salary (and the amount of the unreimbursed business expenses incurred by Executive and
otherwise reimbursable under this Agreement) through the Termination Date (which will be paid within ten (10) days after the Termination
Date, or earlier if required by applicable law), and any unvested RSU Awards then held by Executive 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. 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) or (vi), 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 reasonable 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 Board, 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 and Executive’s employment for “Disability,”
upon twenty-one (21) calendar days’ notice. In said event, the Company shall be required to pay Executive all accrued and unpaid
Base Salary (and the amount of the unreimbursed business expenses incurred by Executive and otherwise reimbursable under this Agreement)
through the Termination Date (which will be paid within ten (10) days after the Termination Date, or earlier if required by applicable
law), and all RSU Awards (to the extent then unvested) then held by Executive shall be accelerated and become fully vested on the Termination
Date. 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 Base Salary (and the amount of the unreimbursed
business expenses incurred by Executive and otherwise reimbursable under this Agreement) through the Termination Date (which will be
paid within ten (10) days after the Termination Date, or earlier if required by applicable law), and all RSU Awards (to the extent then
unvested) then held by Executive shall be accelerated and become fully vested on the Termination Date. 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 other than for “Good Reason” (as defined in Section 4(e) below), Executive must provide the Company with thirty
(30) days’ advance written notice (“Transition Notice”). In the event of such resignation, the Company shall be required
to pay Executive all accrued and unpaid Base Salary (and the amount of the unreimbursed business expenses incurred by Executive and otherwise
reimbursable under this Agreement) through the Termination Date (which will be paid within ten (10) days after the Termination Date,
or earlier if required by applicable law), and any unvested RSU Awards then held by Executive shall terminate and be of no further force
and effect. Should the Company choose to release Executive during the Transition Notice period, it shall continue to pay or provide to
Executive Executive’s Base Salary and other benefits for the remainder of the Transition Notice period, and any RSU Awards then
held by Executive shall continue to vest during the remainder of the Transition Notice period in accordance with their terms, but the
Company shall have no further obligations to Executive thereafter. In addition, the Company shall provide Executive with any benefit
continuation rights as required by law.


(e)          Termination
By Executive For Good Reason. For purposes of this Agreement, “Good Reason” shall mean any of the following: (i)
a diminution in Executive’s Base Salary; (ii) a material diminution in Executive’s authority, responsibilities or duties
without Executive’s consent; (iii) Executive being required to work at a location more than twenty-five (25) miles outside of Los
Angeles, California; or (iv) any material breach by the Company of any provision of this Agreement which is not under Executive’s
control. In order to terminate for Good Reason, Executive must provide the Company, within ninety (90) days of the day that he discovers
the existence of the applicable condition described above, with thirty (30) days’ written notice of the existence of such applicable
condition, and Executive’s intention to terminate Executive’s employment for Good Reason on that basis. The Company shall
have the right to cure such alleged condition within this thirty (30) day cure period and, if such condition is cured, Executive’s
notice of termination for Good Reason shall be deemed rescinded, or, if such condition is not cured, Executive’s employment shall
terminate for Good Reason on the last day of the Company’s thirty (30) day cure period.




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(f)          Termination By The
Company Without Cause. The Company shall be entitled to terminate this Agreement and Executive’s employment without Cause
immediately without advance notice, except as otherwise provided in Section 4(a).


(g)          Effect of Termination
By The Company Without Cause Or By Executive For Good Reason. 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 or provide Executive with the following payments and/or benefits:


(i)       Any
accrued and unpaid Base Salary (and the amount of the unreimbursed business expenses incurred by Executive and otherwise reimbursable
under this Agreement) through the Termination Date, which will be paid within ten (10) days after the Termination Date, or earlier if
required by applicable law.


(ii)       All
RSU Awards (to the extent then unvested) then held by Executive shall be accelerated and become fully vested on the Termination Date;
provided, however, that in the event such Termination Date is less than one hundred eighty (180) days after a
Change of Control has occurred, then 66.67% of such RSU Awards shall be accelerated and become fully vested on the Termination
Date.


(iii)       If
Executive has been employed by the Company or any predecessors for at least one (1) year as of the Termination Date, the Company also
shall issue to Executive, on the sixtieth (60th) day after the Termination Date, an additional RSU Award (the “Additional
RSU Award”) with respect to Shares with an aggregate fair market value (based on the closing price per Share on the Grant Date of
the Additional RSU Award) equal to three hundred thousand dollars and no cents ($300,000.00), which shall be immediately fully vested;
provided, however, that if such Termination Date is less than one hundred eighty (180) days after a
Change of Control has occurred, then this paragraph (iii) shall have no application.


(iv)       A
cash payment equal to Executive’s Base Salary for twelve (12) months, plus the amount of any Incentive Bonus paid in cash to Executive
in the twelve (12) months preceding the Termination Date (collectively, the “Severance Payment”); provided, however, that
if such Termination Date is less than one hundred eighty (180) days after a Change
of Control has occurred, then this paragraph (iv) shall have no application. The Severance Payment shall be paid in equal monthly
installments on regular Company pay days over a period of twelve (12) months following the Termination Date; provided that, to the extent
that the Severance Payment constitutes “deferred compensation” for purposes of “Section 409A” (as defined below),
any payment of such amount scheduled to occur during the first sixty (60) calendar days following the Termination Date will not be made
until the Company’s first regularly scheduled payroll date next following the sixtieth (60th) calendar day after the Termination
Date and will include payment of all amounts that were otherwise scheduled to be paid prior thereto.




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(v)       If
Executive elects COBRA coverage under the Company’s group health plan, the Company shall pay Executive’s COBRA premiums for
such coverage for the shorter of (i) twelve (12) months following the Termination
Date or (ii) the date on which Executive accepts new employment that offers Executive medical benefits (and Executive agrees to
promptly notify the Company in writing in such event).


In order to earn and receive
the payments and benefits described in Sections 4(g)(ii) through 4(g)(v) above, Executive must (a) timely sign, and not subsequently revoke,
a separation agreement including a general release of all claims against the Company and its officers, representatives and employees and
a covenant not to sue, in a form then provided by the Company (the “General Release”), and such General Release must become
effective and irrevocable according to its terms no later than sixty (60) calendar days following the Termination Date, (b) continue to
comply with this Agreement in accordance with its terms (including, without limitation, Sections 5 through 8 below) and with any other
applicable restrictive covenants in favor of the Company or its affiliates, and (c) 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 ninety
(90) days after the Termination Date. 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) are further
and valid consideration for Executive’s covenants not to: (i) disclose Confidential Information or Trade Secrets, as defined in
Section 5(a) and restricted in Section 5(c) below; (ii) solicit the Company’s customers, as defined and provided for in Section
6 below; (iii) solicit the Company’s employees, contractors, consultants, and vendors, as defined and provided for in Section 7
below; or (iv) defame the Company or its employees, officers and representatives, as provided for in Section 8 below.


5.          Confidential
Information.


(a)       Executive
agrees that during the course of employment with the Company, Executive has and will come into contact with and learn various forms of
Confidential Information and Trade Secrets, which are the property of the Company. Confidential Information, for purposes hereof, is information
relating to the Company, its business, products, services, customers, vendors, and employees, that is not generally known to competitors
of the Company or the public, and the unauthorized acquisition, disclosure, or use of which may result in substantial harm to the Company.
Such Confidential Information includes, but is not limited to: (i) financial and business information, such as information with respect
to costs, commissions, fees, profits, sales, sales margins, capital structure, operating results, borrowing arrangements, strategies and
plans for future business, pending projects and proposals, and potential acquisitions or divestitures; (ii) product and technical information,
such as product formulations, new and innovative product ideas, research and development projects, investigations, experiments, new business
development, sketches, plans, drawings, prototypes, methods, procedures, devices, machines, equipment, data processing programs, software,
software codes, algorithms, and computer models; (iii) marketing information, such as new marketing ideas, markets, mailing lists, the
identity of the Company’s customers, their names and addresses, the names of representatives of the Company’s customers responsible
for entering into contracts with the Company, the financial arrangements between the Company and such customers, specific customer needs
and requirements, and leads and referrals to prospective customers; (iv) vendor information, such as the identity of the Company’s
vendors, their names and addresses, the names of representatives of the Company’s vendors responsible for entering into contracts
with the Company, the financial arrangements between the Company and such vendors, specific vendor needs and requirements, and leads and
referrals to prospective vendors; and (v) personnel information, such as the identity and number of the Company’s other employees,
consultants and contractors, their salaries, bonuses, benefits, skills, qualifications, and abilities (information in this item “v”
is referred to as “Personnel Information”). Trade Secrets are items of Confidential Information that meet the requirements
of applicable federal or state trade secret law. Executive acknowledges and agrees that the Confidential Information and Trade Secrets
are not generally known or available to the general public, but have been developed, compiled or acquired by the Company at its great
effort and expense. Confidential Information and Trade Secrets can be in any form: oral, written or machine readable, including electronic
files.




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(b)       Executive
acknowledges and agrees that the Company is engaged in a highly competitive business and that its competitive position depends upon its
ability to maintain the confidentiality of the Confidential Information and Trade Secrets which were developed, compiled and acquired
by the Company at great effort and expense. Executive further acknowledges and agrees that disclosing, divulging, revealing or using any
of the Confidential Information or Trade Secrets, other than in connection with the Company’s business or as specifically authorized
by the Company, will be highly detrimental to the Company, and that serious loss of business and pecuniary damage may result therefrom.


(c)       Accordingly,
Executive agrees, except as specifically required in the performance of Executive’s duties on behalf of the Company or with prior
written authorization of the Chief Executive Officer of the Company, that Executive will not, while associated with the Company and thereafter,
directly or indirectly use, disclose or disseminate to any other person, organization or entity or otherwise use any Confidential Information
or Trade Secrets. Nothing contained in this Agreement is intended to prohibit Executive from discussing Personnel Information with other
employees, or with third parties who are not competitors of the Company. Additionally, nothing contained in this Agreement prohibits or
prevents Executive from filing a charge with or participating, testifying, or assisting in any investigation, hearing, whistleblowing
proceeding or other proceeding before any federal, state, or local government agency (e.g., EEOC, NLRB, SEC, etc.). Under the federal
Defend Trade Secrets Act of 2016, Executive 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 to Executive’s attorney in relation to a lawsuit for retaliation against Executive for reporting a suspected violation of law;
or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Executive further
understands and acknowledges that nothing in this agreement prohibits Executive from disclosing or discussing Executive’s compensation
or working conditions with anyone, nor does it prohibit Executive from reporting to a governmental authority anything that Executive suspects
may be a violation of law or unsafe working condition, nor does it prohibit Executive from disclosing or discussing any information governed
by the provisions of California Labor Code sections 96(k), 232, 232.5, 1102.5, or 1197.5(k)(1), California Government Code section 12964.5,
or the National Labor Relations Act. Executive further understands and acknowledges that nothing in this agreement prevents Executive
from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct
that Executive has reason to believe is unlawful.




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(d)       Executive
recognizes that the Company has received and in the future will receive information from third parties which is private or confidential
information, subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for
certain limited purposes. Executive agrees, during the term of Executive’s employment and thereafter, to hold all such private or
confidential information received from third parties in the strictest confidence and not to disclose or use it, except as necessary in
carrying out Executive’s work for the Company consistent with the Company’s agreement(s) with such third party(s) and except
as required by law (subject to providing the Company with an opportunity to seek a protective order or other such remedy).


(e)       Executive
further agrees that Executive has not brought and will not bring to the Company, or use or disclose in the performance of Executive’s
responsibilities for the Company’s benefit, or induce the Company to use, any equipment, supplies, facility, electronic media, software,
trade secrets, or confidential information or property belonging to any former employer or other third party.


6.       Non-Solicitation
of Clients.


(a)       Executive
acknowledges and agrees that solely by reason of employment by the Company, Executive has and will come into contact with some, most or
all of the clients and prospective clients of the Company and its affiliates, and will have access to Trade Secrets regarding such clients
and prospective clients.


(b)       
Consequently, Executive covenants and agrees that during Executive’s employment with the Company and for the twelve (12) month period
commencing on the Termination Date (except on behalf of the Company) Executive will not use any Trade Secrets to directly or indirectly
service or solicit clients or prospective clients of the Company and/or its affiliates for the purpose of selling any products and services.



7.       Non-Solicitation
of Employees, Contractors, Consultants and Vendors.


(a)       Executive
acknowledges and agrees that solely as a result of employment with the Company, and in light of the broad responsibilities of such employment
which include working with other employees, contractors, consultants, and vendors of the Company and/or its affiliates, Executive has
and will come into contact with and acquire Trade Secrets regarding other employees, contractors, consultants, and vendors of the Company
and/or its affiliates.


(b)       
Accordingly, Executive covenants and agrees that, during Executive’s employment with the Company and for the twelve (12) month period
commencing on the Termination Date, Executive shall not, either on Executive’s own account or on behalf of any person, company,
corporation, or other entity, directly or indirectly, use Trade Secrets to solicit any employee, contractor, consultant, or vendor of
the Company and/or its affiliates to leave employment with or service to the Company and/or its affiliates, or diminish their services
to the Company and/or its affiliates.




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8.       Non-Defamation.
Each Party agrees that for so long as Executive is employed by the Company and for a period of twenty-four
(24) months after such employment ends, whether voluntarily or involuntarily, neither Party shall maliciously defame the other Party or
its affiliates, officers, directors, managers, employees, shareholders, agents, products, or services in any manner likely to be harmful
to it or them or its or their business, business reputation or personal reputation. This paragraph shall not be violated by truthful statements
in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without
limitation, depositions in connection with such proceedings). Each Party also agrees that any breach of this non-defamation provision
shall be deemed a material breach of this Agreement.


 


9.          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.
Executive understands this Agreement does not apply to an invention which qualifies fully under the provisions of California Labor Code
section 2870. That section provides: “Any provision in an employment agreement which provides that an employee shall assign, or
offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed
entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for
those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer's business,
or actual or demonstrably anticipated research or development of the employer; or (2) Result from any work performed by the employee
for the employer”.


(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. 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 appurtenant 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.




    	 	 11	 



     


    

 


10.       Enforcement.
Executive understands and agrees that the Company will suffer irreparable harm in the event that Executive
breaches any of Executive’s obligations in Sections 5, 6, 7, 8, and 9 and that monetary damages will be inadequate to compensate
the Company for such breach. Accordingly, in the event of any breach or anticipatory breach of this Agreement by Executive, the parties
agree that the Company shall be entitled to injunctions, both preliminary and permanent, enjoining or restraining such breach or anticipatory
breach, and Executive hereby consents to the issuance thereof forthwith by any court of competent jurisdiction. In addition, in the event
of any breach or anticipatory breach of this Agreement by Executive, any grant of temporary, preliminary, or permanent injunctive relief,
against Executive, or Executive’s claim in a declaratory judgment action that all or part of this Agreement is unenforceable, the
Parties agree that the Company shall be entitled to recovery of all reasonable sums and costs, including attorneys’ fees, incurred
by the Company in defending or seeking to enforce the provisions of this Agreement, in addition to any remedies otherwise available to
it at law or equity. Company understands and agrees that Executive will suffer irreparable harm in the event that Company breaches any
of Company’s obligations in Section 8 and that monetary damages will be inadequate to compensate Executive for such breach. Accordingly,
in the event of any breach or anticipatory breach of Section 8 of this Agreement by Company, the Parties agree that Executive shall be
entitled to injunctions, both preliminary and permanent, enjoining or restraining such breach or anticipatory breach, and Company hereby
consents to the issuance thereof forthwith by any court of competent jurisdiction. In addition, in the event of any breach or anticipatory
breach of Section 8 of this Agreement by Company, any grant of temporary, preliminary, or permanent injunctive relief, against Company,
or Company’s claim in a declaratory judgment action that all or part of this Agreement is unenforceable, the Parties agree that
Executive shall be entitled to recovery of all reasonable sums and costs, including attorneys’ fees, incurred by Executive in defending
or seeking to enforce Section 8 of this Agreement, in addition to any remedies otherwise available to it at law or equity.


11.         Withholding.
The Company may withhold from any compensation and benefits payable under this Agreement all applicable federal, state, local, or other
taxes, and any other applicable withholdings.




    	 	 12	 



     


    

 


12.         Section
409A.


(a)       Although
the Company does not guarantee the tax treatment of any payments or benefits under this Agreement, the intent of the Parties is that the
payments and benefits under this Agreement be exempt from or, to the extent not exempt, comply with, Section 409A of the Internal Revenue
Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively “Section 409A”), and, accordingly,
to the maximum extent possible, this Agreement will be interpreted and construed consistent with such intent. Notwithstanding the foregoing,
the Company does not guarantee any particular tax result, and in no event whatsoever will the Company, its affiliates, or their respective
officers, directors, employees, counsel or other service providers, be liable for any tax, interest or penalty that may be imposed on
Executive by Section 409A or damages for failing to comply with Section 409A, except to the extent that it results from a breach by the
Company of this Section 12 or any other provision of this Agreement.


(b)       For
purposes of Section 409A, Executive’s right to receive installment payments pursuant to this Agreement shall be treated as a right
to receive a series of separate payments and, accordingly, each installment payment will at all times be considered a separate and distinct
payment. Whenever a payment hereunder specifies a payment period with reference to a number of days, the actual date of payment within
the specified period shall be within the sole discretion of the Company.


(c)       Notwithstanding
any other provision of this Agreement to the contrary, to the extent that any reimbursement of expenses constitutes “deferred compensation”
subject to Section 409A, such reimbursement shall be provided no later than December 31 of the year following the year in which the expense
was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year.
The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.


(d)       Any
other provision of this Agreement to the contrary notwithstanding, in no event will any payment or benefit hereunder that constitutes
“deferred compensation” subject to Section 409A be subject to offset by any other amount unless otherwise permitted by Section
409A.


(e)       A
termination of employment will not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment
of any amounts or benefits that constitute “deferred compensation” subject to Section 409A upon or following a termination
of employment, unless such termination is also a “separation from service” within the meaning of Section 409A, and, for purposes
of any such provision, all references in this Agreement to Executive’s “termination”, “termination of employment”
or like terms will mean Executive’s “separation from service” with the Company, and the date of such separation from
service will be the date of termination for purposes of any such payment or benefit.


(f)       Notwithstanding
any other provision of this Agreement to the contrary, if, at the time of Executive’s separation from service, Executive is a “specified
employee” within the meaning and in accordance with Treasury Regulation Section 1.409A-1(i), then the Company will defer the payment
or commencement of any “deferred compensation” subject to Section 409A that is payable upon separation from service (without
any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six (6) months following separation
from service or, if earlier, the earliest other date as is permitted under Section 409A (and any amounts that otherwise would have been
paid during this deferral period will be paid in a lump sum on the day after the expiration of the six (6) month period or such shorter
period, if applicable). The Company will determine in its sole discretion all matters relating to who is a “specified employee”
and the application of and effects of the change in such determination.




    	 	 13	 



     


    

 


13.         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 California, without regard to any conflict of law rules. The Parties acknowledge they had sufficient opportunity to consult with legal
counsel of their choosing regarding the meaning and effect of this Agreement and its rights and liabilities under it prior to execution
of this Agreement, and therefore, this Agreement shall be construed and enforced in accordance with the laws of the State of California
without regard to or any presumption or other rule requiring construction against the party drawing or causing this Agreement to be drawn.
Any action for injunctive relief or to otherwise enforce the provisions of Sections 5 and 6 above, may be arbitrated or brought in a
court sitting in Los Angeles, California having jurisdiction over the dispute at the Company’s discretion. Any Arbitrable Claim
(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.


14.         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 on file with the Company and, in the case of the Company, to the Company’s
Chief Executive Officer, 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.


15.         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
other than as Executive has disclosed to the Company in writing. 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.


16.        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.




    	 	 14	 



     


    

 


(b)         Survival.
Sections 4 through 16 hereof will survive and continue in full force and effect in accordance with their respective terms notwithstanding
any termination of the Term and/or this Agreement.


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


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


(e)          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.


(f)           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 RSU Awards shall also include
Holdings, as appropriate.


(g)         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.


(h)       Counterparts.
This Agreement may be executed in several counterparts, each of which will be deemed to be an original
but all of which together will constitute one and the same instrument. Facsimile, PDF, and electronic counterpart signatures to and versions
of this Agreement will be acceptable and binding on the Parties.


(i)       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]




    	 	 15	 



     


    

 


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:		 	
		Robert Galvin	 	Date
	 	Chief Executive Officer	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	EXECUTIVE	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	Philippe Faraut	 	Date


 


 


 


 




    	 	 16	 



     


    

 


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, the California Fair Employment and Housing Act; the California Labor
Code; common law (e.g., breach of contract, defamation, privacy and tort claims), individual claims under state private attorneys general
laws (e.g., California Private Attorneys General Act, California Labor Code §§ 2698, et seq); 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
Sections 5 and 6 of the Agreement may either be arbitrated or brought in court at the Company’s option.


Except as provided in this Agreement, the Federal
Arbitration Act (“FAA”) shall govern the interpretation, enforcement and all proceedings pursuant to this Agreement. To the
extent that the FAA is inapplicable, the arbitration law of the state in which I work or last worked for the Company shall apply.


2.           Excluded
Claims and Charges- It is acknowledged and agreed that the following claims are excluded from and shall not be considered Arbitrable
Claims: (i) claims covered by the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021 (9 U.S.C. § 401(a));
(ii) claims for workers' compensation or unemployment benefits; (iii) claims under employee welfare, pension, or stock option or equity
plans or agreements; (iv) violations of the National Labor Relations Act; (v) petitions or charges that could be brought before the National
Labor Relations Board (“NLRB”); (vi) charges filed with the Equal Employment Opportunity Commission (“EEOC”)
or a similar government agency; (vii) claims which, after application of the FAA and FAA preemption principles, are not subject to arbitration
or pre-dispute arbitration agreements pursuant to federal law, but only to the extent federal law prohibits enforcement of this Arbitration
Agreement with respect to such claims (collectively “Excluded Claims”).


3.       Waiver
of Multi-Plaintiff, Multi-Claimant, Class, Collective, and Representative Actions Waiver (“Class Waiver”). To
the maximum extent permitted by the FAA, Arbitrable Claims must be brought and pursued on an individual basis only and there is no right
or authority for any Arbitrable Claim to be brought, heard, or arbitrated as a multi-plaintiff, multi-claimant, class, collective, or
representative action, or as a member in any purported multi-plaintiff, multi-claimant, class, collective, representative proceeding.
No arbitrator or court has authority to consolidate Arbitrable Claims or to allow the Company or Executive to proceed on a multi-plaintiff,
multi-claimant, class, collective, or representative basis. Should such a Arbitrable Claim be initiated on a multi-claimant, class, collective,
or representative basis in arbitration, the arbitrator shall summarily reject it as beyond the scope of this Agreement. Excluded Claims
are not subject to the Class Waiver.




    	 



    	 



    

 


Any
disputes concerning the applicability or validity of the Class Waiver shall be decided by a court of competent jurisdiction, not by the
arbitrator. In the event the Class Waiver or any portion of the Class Waiver is determined to be unenforceable with respect to any claim,
(i) this Class Waiver shall not apply to that claim, and that claim may only be initiated in court (subject to applicable claims and defenses)
as the exclusive forum; and (2) any portion of the Class Waiver that is enforceable shall be enforced in arbitration. Disputes subject
to an enforceable Class Waiver must be initiated and adjudicated in arbitration on an individual basis (subject to applicable claims and
defenses) as the exclusive forum.


4.        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.


5.        Tribunal, Forum and
Rules of Procedure - All Arbitrable Claims shall be arbitrated in Los Angeles, California 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.


6.       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 the time period required under the applicable statute of limitations. A copy of the demand for arbitration
must be served upon the Company’s Board of Directors.


7.       Prehearing
Conference/Discovery of Facts 


(a)       Each
party shall have the right to conduct discovery adequate to fully and fairly present the claims and defenses consistent with the streamlined
nature of arbitration. The Arbitrator shall have the authority to resolve discovery disputes, including, but not limited to, determining
what constitutes adequate discovery. 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.


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




    	 



    	 



    

 


8.        Authority
of Arbitrator - Except as set forth in Section 3 (Class Waiver), 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.


The Arbitrator shall render an award and written
opinion in the form typically rendered in employment arbitrations, normally no later than thirty (30) days from the date the arbitration
hearing concludes or the post-hearing briefs (if requested) are received, whichever is later. The opinion shall include the factual and
legal basis for the award. The parties agree that any arbitration decision or award shall have no preclusive effect as to issues or claims
in any other dispute or arbitration proceeding and that arbitrators are barred from giving prior arbitration awards precedential effect.


9.         Fees
and Costs - The Company will be responsible for paying any filing fee and the fees and costs of the Arbitrator; provided, however,
that if Executive is the party initiating the claim, Executive will contribute an amount equal to the filing fee to initiate a claim
in the court of general jurisdiction in the state in which Executive is (or was last) employed by the Company.


10.       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 Sections 5(e) or 6(d) of
the Agreement.


11.       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
..


12.        Judicial
Proceedings Related To Arbitration Award / Service Requirements - The Parties consent to the application of California or Federal
Arbitration Statutes and to the jurisdiction of the California courts, 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.




    	 



    	 



    

 


13.        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, 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, 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.


14.       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.


15.       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.