Exhibit 10.20


 


EMPLOYMENT AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this August 16, 2019 (the “Effective
Date”), by and between TILT Holdings, Inc. (the “Company”), and Mark Scatterday (the “Executive”).


 


RECITALS


 


THE
PARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions:


 


A.            The
Company desires to employ the Executive, and the Executive desires to accept such employment, on the terms and conditions set forth in
this Agreement.


 


B.            This
Agreement shall be effective immediately and shall govern the employment relationship with respect to the matters set forth herein between
the Executive and the Company from and after the Effective Date, and, as of the Effective Date, supersedes and negates all previous agreements
and understandings with respect to such relationship.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein
and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as
follows:


 


1.            Retention
and Duties.


 


		1.1	Retention. The Company hereby hires, engages and employs
the Executive for the Period of Employment (as such term is defined in Section 2) on the terms and conditions expressly set forth
in this Agreement. The Executive hereby accepts and agrees to such hiring, engagement and employment, on the terms and conditions expressly
set forth in this Agreement. Certain capitalized terms used herein are defined in Section 5.5 of this Agreement.



 


		1.2	Duties. During the Period of Employment, the Executive
shall serve the Company as its Chief Executive Officer on an interim basis and shall have such powers, authorities, duties and obligations
as the Company’s Board of Directors (the “Board”) may assign from time to time, all subject to the directives
of the Board, and the written corporate policies of the Company as they are in effect from time to time throughout the Period of Employment.
During the Period of Employment which the Executive shall serve as the Company’s Chief Executive Officer, the Executive shall report
to the Company’s Board.



 


Notwithstanding the foregoing, if, during the Period of Employment,
the Company hires a Chief Executive Officer that is not the Executive, then for the remainder of the Period of Employment, the Executive
shall serve the Company as an Executive Vice President and shall have such powers, authorities, duties and obligations as the Company’s
Board and the Company’s Chief Executive Officer may assign from time to time, all subject to the directives of the Board, the Chief
Executive Officer, and the written corporate policies of the Company as they are in effect from time to time throughout the Period of
Employment. During the Period of Employment which the Executive is serving as an Executive Vice President of the Company, the Executive
shall report to the Company’s Chief Executive Officer.


 






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		1.3	No Other Employment; Minimum Time Commitment. During the Period of Employment, the Executive shall (i) devote substantially
all of the Executive’s business time, energy and skill to the performance of the Executive’s duties for the Company, (ii) perform
such duties in a faithful, effective and efficient manner to the best of his abilities, and (iii) hold no other employment. The Executive’s
service on the boards of directors (or similar body) of other business entities is subject to the prior written approval of the Board,
provided that the Board hereby approves Executive’s service on the board of directors and/or his role as a Co-Founder of Blue Square
Manufacturing for so long as such role does not interfere with the performance of the Executive’s duties hereunder.



 


The Company shall have the right to require the Executive to
resign from any board or similar body (including, without limitation, any association, corporate, civic or charitable board or similar
body) which he may then serve if the Board reasonably determines that the Executive’s service on such board or body interferes with
the effective discharge of the Executive’s duties and responsibilities to the Company or that any business related to such service
is then in direct or indirect competition with any business of the Company or any of its Affiliates, successors or assigns.


 


		1.4	No Breach of Contract. The Executive hereby represents to the Company and agrees that: (i) the execution and delivery
of this Agreement by the Executive and the Company and the performance by the Executive of the Executive’s duties hereunder do not
and shall not constitute a breach of, conflict with, or otherwise contravene or cause a default under, the terms of any other agreement
or policy to which the Executive is a party or otherwise bound or any judgment, order or decree to which the Executive is subject; (ii) the
Executive will not enter into any new agreement that would or reasonably could contravene or cause a default by the Executive under this
Agreement; (iii) the Executive has no information (including, without limitation, confidential information and trade secrets) relating
to any other Person which would prevent, or be violated by, the Executive entering into this Agreement or carrying out his duties hereunder;
(iv) to the extent the Executive has any confidential or similar information that he is not free to disclose to the Company, he will
not disclose such information to the extent such disclosure would violate applicable law or any other agreement or policy to which the
Executive is a party or by which the Executive is otherwise bound; and (v) the Executive understands the Company will rely upon the
accuracy and truth of the representations and warranties of the Executive set forth herein and the Executive consents to such reliance.



 


		1.5	Travel. The Executive acknowledges that he will be required to travel from time to time in the course of performing
his duties for the Company.


 






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		2.	Period of Employment. The “Period of Employment”
shall be a period of two (2) years commencing on May 10, 2019 (“Commencement Date”) and ending at the close of business
on the second anniversary of the Commencement Date (the “Termination Date”); provided, however, that this Agreement shall
be automatically renewed, and the Period of Employment shall be automatically extended for one (1) additional year on the Termination
Date and each anniversary of the Termination Date thereafter, unless either party gives written notice at least sixty (60) days prior
to the expiration of the Period of Employment (including any renewal thereof) of such party’s desire to terminate the Period of
Employment (such notice to be delivered in accordance with Section 18). The term “Period of Employment” shall include
any extension thereof pursuant to the preceding sentence. Provision of notice by the Company that the Period of Employment shall not be
extended or further extended, as the case may be, shall constitute a termination of the Executive’s employment by the Company without
 “Cause” effective at the end of the Period of Employment then in effect. Notwithstanding the foregoing, the Period of Employment
is subject to earlier termination as provided below in this Agreement.



 


		3.	Compensation.



 


		3.1	Base Salary. During the Period of Employment, the Company shall pay the Executive a base salary (the “Base
Salary”), which shall be paid in accordance with the Company’s regular payroll practices in effect from time to time but
not less frequently than in monthly installments. The Executive’s Base Salary shall be at an annualized rate of Four Hundred Thousand
US Dollars ($400,000.00). The Board (or a committee thereof) may, in its sole discretion, increase (but not decrease) the Executive’s
rate of Base Salary.



 


		3.2	Incentive Bonus. Commencing with the 2019 fiscal year, the Executive shall be eligible to receive an incentive bonus
for each fiscal year of the Company that occurs during the Period of Employment (“Incentive Bonus”). The Executive’s
actual Incentive Bonus amount for a particular fiscal year shall be determined by the Board (or a committee thereof) in its sole discretion,
based on performance objectives (which may include corporate, business unit or division, financial, strategic, individual or other objectives)
established with respect to that particular fiscal year by the Board (or a committee thereof). For the 2019 fiscal year, however, the
Executive’s actual Incentive Bonus amount shall not be subject to any performance objectives and shall be the sum of (i) $350,000
multiplied by a fraction, the numerator of which is the total number of days in fiscal year 2019 in which the Executive was employed by
the Company prior to the Commencement Date and the denominator of which is the total number of days in fiscal year 2019, and (ii) $400,000
multiplied by a fraction, the numerator of which is the total number of days in fiscal year 2019 in which the Executive is employed by
the Company from and after the Commencement Date and the denominator of which is the total number of days in fiscal year 2019 (the “Guaranteed
2019 Bonus Amount”). Notwithstanding the foregoing and except as otherwise expressly provided in this Agreement, the Executive must
be employed by the Company at the time the Company pays incentive bonuses to employees generally with respect to a particular fiscal year
(including the 2019 fiscal year) in order to earn and be eligible for an Incentive Bonus for that year (and, if the Executive is not so
employed at such time, in no event shall he have been considered to have “earned” any Incentive Bonus with respect to the
fiscal year). The Incentive Bonus will be paid to the Executive upon the earlier of: (x) the date when bonuses are paid to any other
executive level employee or (y) 60 days after the end of the prior calendar year to which the Incentive Bonus relates.



 






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		3.3	Stock Option Grant. Subject to approval by the Board, as soon as practical after the Company has an open trading window
under its insider trading policies after the Effective Date, the Company will grant the Executive a stock option (the “Option”)
to purchase 1,666,667 shares of the Company’s common stock at a price per share not less than the per-share fair market value of
a share of the common stock of the Company on the date of grant, as reasonably determined by the Board. Such number of shares is subject
to adjustment, as provided in the adjustment provisions of the Company’s Stock Incentive Plan, should a stock split, reverse stock
split, or certain other events occur before the date of grant of the Option. One-Twelfth (1/12) of the shares under the Option shall vest
on the 10th day of each calendar month beginning on June 10, 2019 so that all shares under the Option shall be fully vested
on the one year anniversary of the Commencement Date. The outstanding and unvested portion of the Option shall accelerate and become vested
on a Change in Control Event (as such term is defined in the terms and conditions applicable to the Option). In each case, the vesting
of the Option is subject to the Executive’s continued employment by the Company through the respective vesting date. The maximum
term of the Option will be ten (10) years, subject to earlier termination upon the termination of the Executive’s employment
with the Company, a change in control of the Company and similar events. The Option shall be intended as an “incentive stock option”
under Section 422 of the Internal Revenue Code, as amended (the “Code”), subject to the terms and conditions of Section 422
of the Code (including, without limitation, the Code limitation on the number of options that may become exercisable in any given year
and still qualify as such an incentive stock option). The Option shall be granted under the Company’s Stock Incentive Plan, a copy
of which has been provided to the Executive, and shall be subject to such further terms and conditions as set forth in a written stock
option agreement to be entered into by the Company and the Executive to evidence the Option. Such stock option agreement shall be in substantially
the form delivered by the Company to the Executive in connection with the execution of this Agreement. No later than the 11 month anniversary
of the Commencement Date, the Board and the Executive shall meet to discuss an additional equity incentive grant, which equity incentive
grant shall be agreed to and granted to Executive no later than the one year anniversary of the Commencement Date.



 






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		4.	Benefits.



 


		4.1	Retirement, Welfare and Fringe Benefits. During the Period of Employment, the Executive shall be entitled to participate
in all employee pension and welfare benefit plans and programs, and fringe benefit plans and programs, made available by the Company to
the Company’s executive employees generally, in accordance with the eligibility and participation provisions of such plans and as
such plans or programs may be in effect from time to time.



 


		4.2	Reimbursement of Business Expenses. The Executive is authorized to incur reasonable expenses in carrying out the Executive’s
duties for the Company under this Agreement (including any travel expenses incurred carrying out his duties for the Company) and shall
be entitled to reimbursement for all reasonable business expenses the Executive incurs during the Period of Employment in connection with
carrying out the Executive’s duties for the Company, subject to the Company’s expense reimbursement policies and any pre-approval
policies in effect from time to time. When traveling via air on Company business, Executive is authorized to travel “business”
class or, if there is not a “business” class on the particular flight, the next higher class (if any) above coach class on
that flight. The Executive agrees to promptly submit and document any reimbursable expenses in accordance with the Company’s expense
reimbursement policies to facilitate the timely reimbursement of such expenses.



 


		4.3	Vacation and Other Leave. During the Period of Employment, the Executive’s annual rate of vacation accrual shall
be four (4) weeks per year, with such vacation to accrue and be subject to the Company’s vacation policies in effect from time
to time, including any policy which may limit vacation accruals and/or limit the amount of accrued but unused vacation to carry over from
year to year. The Executive shall also be entitled to all other holiday and leave pay generally available to other executives of the Company.



 


		5.	Termination.



 


		5.1	Termination by the Company. During the Period of Employment, the Executive’s employment by the Company, and the
Period of Employment, may be terminated at any time by the Company: (i) with Cause, or (ii) with no less than thirty (30) days
advance written notice to the Executive (such notice to be delivered in accordance with Section 18), without Cause, or (iii) in
the event of the Executive’s death, or (iv) in the event that the Board determines in good faith that the Executive has a Disability.



 


		5.2	Termination by the Executive. During the Period of Employment, the Executive’s employment by the Company, and
the Period of Employment, may be terminated by the Executive with thirty (30) days advance written notice to the Company (such notice
to be delivered in accordance with Section 18); provided, however, that in the case of a termination for Good Reason, the Executive
may provide immediate written notice of termination once the applicable cure period (as contemplated by the definition of Good Reason)
has lapsed if the Company has not reasonably cured the circumstances that gave rise to the basis for the Good Reason termination. The
Company may direct the Executive to refrain from performing the Executive’s duties, and/or place the Executive on paid administrative
leave, during the thirty (30) day notice period (or any portion thereof), and such action shall not constitute a breach by the Company
of this Agreement nor shall it constitute Good Reason.



 






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		5.3	Benefits
upon Termination. If the Executive’s employment by the Company is terminated for any
reason by the Company or by the Executive, including upon or following the Period of Employment (the date that the Executive’s
employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation
to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments
or benefits except as follows:



 


(a)            The
Company shall pay the Executive (or, in the event of his death, the Executive’s estate) any Accrued Obligations;


 


(b)            If
the Executive’s employment with the Company terminates during the Period of Employment as a result of (x) a termination by
the Company without Cause (other than due to the Executive’s death or Disability, but including a termination of Executive’s
employment upon the expiration of the Period of Employment as a result of a notice of non-renewal of the Period of Employment given by
the Company pursuant to Section 2) or (y) a resignation by the Executive for Good Reason, the Executive shall be entitled to
the following benefits:


 


(i)            The
Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions,
an amount equal to one times the sum of (x) his Base Salary at the annualized rate in effect on the Severance Date plus (y) a
pro-rated portion of the Executive’s target Incentive Bonus with respect to the fiscal year in which the Severance Date occurs (which,
for the 2019 fiscal year, will be the Guaranteed 2019 Bonus Amount), such amount to equal (1) the Executive’s target annual
Incentive Bonus amount as in effect on the Severance Date (provided, however, that if no such target annual Incentive Bonus has been established
as of the Severance Date, such target annual Incentive Bonus amount shall be deemed to be the last target annual Incentive Bonus amount
established by the Company for the Executive) multiplied by (2) a fraction, the numerator of which is the total number of days in
such fiscal year in which the Executive was employed by the Company and the denominator of which is the total number of days in such fiscal
year. Such amount is referred to hereinafter as the “Severance Benefit.” Subject to Section 21(b), the Company
shall pay the Severance Benefit to the Executive in equal monthly installments (rounded down to the nearest whole cent) over a period
of twelve (12) consecutive months, commencing with the month following the month in which the Executive’s Separation from Service
occurs, provided that any installment that would otherwise be payable before the sixtieth (60th) day following the Executive
Separation from Service shall be paid on (or within ten (10) days following) the sixtieth (60th) day following the Executive’s
Separation from Service. (For purposes of clarity, each such installment shall equal the applicable fraction of the aggregate Severance
Benefit. For example, if such installments were to be made on a monthly basis over twelve months, each installment would equal one-twelfth
(1/12th) of the Severance Benefit.)


 






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(ii)            The
Company will pay or reimburse the Executive for his premiums charged to continue medical coverage pursuant to the Consolidated Omnibus
Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive (and,
if applicable, the Executive’s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the
Executive elects such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant to
this clause (ii) shall, subject to Section 21(b), commence with continuation coverage for the month following the month in which
the Executive’s Separation from Service occurs and shall cease with continuation coverage for the twelfth month following the month
in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the first to occur of the Executive’s
death, the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases
to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation
coverage to the Executive). To the extent the Executive elects COBRA coverage, he shall notify the Company in writing of such election
prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place.
The Company’s obligations pursuant to this Section 5.3(b)(ii) are subject to the Company’s ability to comply with
applicable law and provide such benefit without resulting in adverse tax consequences.


 


(iii)            To
the extent unpaid, the Company shall promptly pay to the Executive any Incentive Bonus (in addition to the Incentive Bonus to be included
in the Severance Benefits in Section 5.3(b)(i)) that would otherwise be paid to the Executive had his employment by the Company not
terminated with respect to any fiscal year that ended before the Severance Date.


 


(iv)            As
to each then-outstanding stock option and other equity-based award granted by the Company to the Executive that vests based solely on
the Executive’s continued service with the Company, the Executive shall vest as of the Severance Date in any portion of such award
that is outstanding and unvested immediately prior Severance Date. As to each outstanding stock option or other equity-based award granted
by the Company to the Executive that is subject to performance-based vesting requirements, the vesting of such award will continue to
be governed by its terms, provided that the Executive will be considered to have fully-satisfied any service-based vesting requirement
under such award. If a stock option or other equity-based award granted by the Company the Executive includes accelerated vesting provisions
that are more favorable to the Executive in the circumstances than the provisions of this clause (v), the provisions of the award (and
not this clause (v)) will apply as to that particular award.


 






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 (c)            If the Executive’s employment with the Company terminates during the Period of Employment as a result of the Executive’s death or Disability, the Company shall pay the Executive (or, in the event of Executive’s death, Executive’s estate or other beneficiary) the amounts contemplated by Section 5.3(b)(iii) and Executive’s then-outstanding stock option and other equity-based awards granted by the Company to Executive shall be treated as provided in Section 5.3(b)(iv).




 


 (d)           Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches his obligations under Section 6 of this Agreement at any time, from and after the date of such breach and not in any way in limitation of any right or remedy otherwise available to the Company, the Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Benefit or any remaining unpaid amount contemplated by Section 5.3(b)(iii), or to any continued Company- paid or reimbursed coverage pursuant to Section 5.3(b)(ii); provided that, if the Executive provides the Release contemplated by Section 5.4, in no event shall the Executive be entitled to benefits pursuant to Section 5.3(b) of less than $5,000 (or the amount of such benefits, if less than $5,000), which amount the parties agree is good and adequate consideration, in and of itself, for the Executive’s Release contemplated by Section 5.4.




 


 (e)            The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (ii) the Executive’s rights under COBRA to continue health coverage; (iii) the Executive’s receipt of benefits otherwise due in accordance with the terms of the Company’s 401(k) plan (if any); or (iv) the accrued, vested and unpaid employee benefits, if any, to which the Executive is entitled pursuant to the terms and conditions of the Company’s benefits plans (other than any severance benefit plan).




 


		5.4	Release;
Exclusive Remedy; Leave.



 


(a)            This
Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award
agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Section 5.3(b) or
any other obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment,
the Executive shall provide the Company with a valid, executed general release agreement in substantially the form attached hereto as
Exhibit A (with such changes as may be reasonably required to such form to help ensure its enforceability in light of any
changes in applicable law) (the “Release”), and such Release shall have not been revoked by the Executive pursuant
to any revocation rights afforded by applicable law. The Company shall provide the final form of Release to the Executive not later than
seven (7) days following the Severance Date, and the Executive shall be required to execute and return the Release to the Company
within twenty-one (21) days (or forty-five (45) days if such longer period of time is required to make the Release maximally enforceable
under applicable law) after the Company provides the form of Release to the Executive.


 






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(b)            The
Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based
award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute
the exclusive and sole remedy for any termination of his employment and the Executive covenants not to assert or pursue any other remedies,
at law or in equity, with respect to any termination of employment. The Company and the Executive acknowledge and agree that there is
no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall
be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign, on the
Severance Date, as an officer and director of the Company and any Affiliate of the Company, and as a fiduciary of any benefit plan of
the Company or any Affiliate of the Company, and to promptly execute and provide to the Company any further documentation, as requested
by the Company, to confirm such resignation, and to remove himself as a signatory on any accounts maintained by the Company or any of
its Affiliates (or any of their respective benefit plans).


 


(c)            In
the event that the Company provides the Executive notice of termination without Cause pursuant to Section 5.1 or the Executive provides
the Company notice of termination pursuant to Section 5.2, the Company will have the option to place the Executive on paid administrative
leave during the notice period.


 


		5.5	Certain
Defined Terms.



 


(a)            As
used herein, “Accrued Obligations” means:


 


(i)            any
Base Salary that had accrued but had not been paid (including accrued and unpaid vacation time) on or before the Severance Date;


 


(ii)           any
reimbursement due to the Executive pursuant to Section 4.2 for expenses reasonably incurred by the Executive on or before the Severance
Date and documented and pre-approved, to the extent applicable, in accordance with the Company’s expense reimbursement policies
in effect at the applicable time; and


 


(iii)          the
accrued, vested and unpaid employee benefits, if any, to which the Executive is entitled pursuant to the terms and conditions of the Company’s
benefit plans (other than any severance benefit plan).


 


		(b)	As used herein, “Affiliate” of the Company means a Person that directly or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Company. As used in this definition, the term “control,”
including the correlative terms “controlling,” “controlled by” and “under common control with,” means
the possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership
of securities or any partnership or other ownership interest, by contract or otherwise) of a Person.





 






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		(c)	As
used herein, “Cause” shall mean that one or more of the following has occurred:





 


(i)            the
Executive is convicted of, pled guilty or pled nolo contendere to a felony (under the laws of the United States or any relevant
state, or a similar crime or offense under the applicable laws of any relevant foreign jurisdiction) unless such felony (x) is related
to the illegality of the possession, cultivation, manufacturing, distribution or sale of cannabis and/or the transacting of proceeds relating
thereto under the federal laws of the United States and (y) arises out of both (1) Executive’s employment by and performance
of his duties for the Company and (2) Company’s involvement with cannabis and/or marijuana


 


(ii)           the
Executive has engaged in acts of fraud, dishonesty or other acts of willful misconduct in the course of his duties hereunder;


 


(iii)          the
Executive willfully fails to perform or uphold his duties under this Agreement and/or willfully fails to comply with reasonable directives
of the Board; or


 


(iv)          a
breach by the Executive of any provision of Section 6, or any material breach by the Executive of any other provision of this Agreement
or of any other contract he is a party to with the Company or any of its Affiliates;


 


provided, however, that any condition or conditions referenced
in clauses (iii) and (iv) above, as applicable, shall not constitute Cause unless both (x) the Company provides written
notice to the Executive of the condition claimed to constitute Cause (such notice to be delivered in accordance with Section 18),
and (y) the Executive fails to remedy such condition(s) within thirty (30) days of receiving such written notice thereof. However,
no act or failure to act, on the Executive’s part shall be considered “willful” unless done, or omitted to be done,
by the Executive not in good faith and without reasonable belief that his action or omission was in the best interest of the Company.


 


		(d)	As used herein, “Disability” shall mean a physical or mental impairment which, as reasonably determined by the
Board, renders the Executive unable to perform the essential functions of his employment with the Company, even with reasonable accommodation
that does not impose an undue hardship on the Company, for more than 90 days in any 180-day period, unless a longer period is required
by federal or state law, in which case that longer period would apply.



 


		(e)	As used herein, “Good Reason” shall mean the occurrence (without the Executive’s consent) of any one or more
of the following conditions:



 


(i)            a
material diminution in the Executive’s rate of Base Salary;


 






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(ii)           a
material diminution in the Executive’s authority, duties, or responsibilities other than in connection with the Company hiring a
Chief Executive Officer and the Executive becoming an Executive Vice President of the Company;


 


(iii)          a
material change in the geographic location of the Executive’s principal office with the Company (for this purpose, in no event shall
a relocation of such office to a new location that is not more than fifty (50) miles from the current location of the Executive’s
principal office with the Company constitute a “material change”); or


 


(iv)          a
material breach by the Company of this Agreement;


 


provided, however, that any such condition or conditions,
as applicable, shall not constitute Good Reason unless both (x) the Executive provides written notice to the Company of the condition
claimed to constitute Good Reason within sixty (60) days of the initial existence of such condition(s) (such notice to be delivered
in accordance with Section 18), and (y) the Company fails to remedy such condition(s) within thirty (30) days of receiving
such written notice thereof; and provided, further, that in all events the termination of the Executive’s employment with the Company
shall not constitute a termination for Good Reason unless such termination occurs not more than one hundred and twenty (120) days following
the initial existence of the condition claimed to constitute Good Reason.


 


		(f)	As used herein, the term “Person” shall be construed broadly and shall include, without limitation, an individual,
a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated
organization and a governmental entity or any department, agency or political subdivision thereof.



 


		(g)	As used herein, a “Separation from Service” occurs when the Executive dies, retires, or otherwise has a termination
of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1),
without regard to the optional alternative definitions available thereunder.



 


		5.6.	Notice of Termination; Employment Following Expiration of Period of Employment. Any termination of the Executive’s
employment under this Agreement shall be communicated by written notice of termination from the terminating party to the other party.
This notice of termination must be delivered in accordance with Section 18 and must indicate the specific provision(s) of this
Agreement relied upon in effecting the termination. If the Company or the Executive delivers notice of non-renewal of the Period of Employment
pursuant to Section 2 and the Executive continues to be employed by the Company following the expiration of the Period of Employment,
the Executive’s employment by the Company following the expiration of the Period of Employment shall be on an at-will basis and
may be terminated by the Company or by the Executive at any time, for any reason (or for no reason), with or without advance notice.



 






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6.            Protective
Covenants.


 


6.1          Confidential
Information; Inventions.


 


(a)            The
Executive shall not disclose or use at any time, either during the Period of Employment or thereafter, any Confidential Information (as
defined below) of which the Executive is or becomes aware, whether or not such information is developed by him, except to the extent that
such disclosure or use is directly related to and required by the Executive’s performance in good faith of duties for the Company.
The Executive will take all appropriate steps to safeguard Confidential Information in his possession and to protect it against disclosure,
misuse, espionage, loss and theft. The Executive shall deliver to the Company at the termination of the Period of Employment, or at any
time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data
(and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the business of the Company
or any of its Affiliates which the Executive may then possess or have under his control. Notwithstanding the foregoing, the Executive
may truthfully respond to a lawful and valid subpoena or other legal process, but shall give the Company the earliest possible notice
thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other
information sought, and shall assist the Company and such counsel in resisting or otherwise responding to such process.


 


The
Executive understands that nothing in this Agreement is intended to limit the Executive’s right (i) to discuss the terms,
wages, and working conditions of the Executive’s employment to the extent permitted and/or protected by applicable labor laws, (ii) to
report Confidential Information in a confidential manner either to a federal, state or local government official or to an attorney where
such disclosure is solely for the purpose of reporting or investigating a suspected violation of law, or (iii) to disclose
Confidential Information in an anti-retaliation lawsuit or other legal proceeding, so long as that disclosure or filing is made under
seal and the Executive does not otherwise disclose such Confidential Information, except pursuant to court order. The Company encourages
Executive, to the extent legally permitted, to give the Company the earliest possible notice of any such report or disclosure. Pursuant
to the Defend Trade Secrets Act of 2016, the Executive acknowledges that he may not be held criminally or civilly liable under any federal
or state trade secret law for the disclosure of Confidential Information that: (a) is made in confidence to a federal, state, or
local government official, either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a suspected
violation of law; or (b) is made in a complaint or other document that is filed in a lawsuit or other proceeding, provided that such
filing is made under seal. Further, the Executive understands that the Company will not retaliate against him in any way for any such
disclosure made in accordance with the law. In the event a disclosure is made, and the Executive files any type of proceeding against
the Company alleging that the Company retaliated against him because of his disclosure, the Executive may disclose the relevant Confidential
Information to his attorney and may use the Confidential Information in the proceeding if (x) the Executive files any document containing
the Confidential Information under seal, and (y) the Executive does not otherwise disclose the Confidential Information except pursuant
to court or arbitral order.


 






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(b)            As
used in this Agreement, the term “Confidential Information” means information that is not generally known to the public
and that is used, developed or obtained by the Company or its Affiliates in connection with their respective businesses, including, but
not limited to, information, observations and data obtained by the Executive while employed by the Company or its Affiliates or any predecessors
thereof (including those obtained prior to the Effective Date) concerning (i) the business or affairs of the Company or its Affiliates
(or such predecessors), (ii) products or services, (iii) fees, costs and pricing structures and strategies, (iv) designs,
(v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications
and program listings, (viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods,
(xi) inventions, devices, new developments, product roadmaps, methods and processes, whether patentable or unpatentable and whether
or not reduced to practice, (xii) customers and clients, customer or client lists, and the preferences of, and negotiations with,
customers and clients, (xiii) personnel information of other employees and independent contractors (including their compensation,
unique skills, experience and expertise, and disciplinary matters), (xiv) other copyrightable works, (xv) all production methods,
processes, technology and trade secrets, and (xvi) all similar and related information in whatever form. Confidential Information
will not include any information that has been published (other than a disclosure by the Executive in breach of this Agreement) in a form
generally available to the public prior to the date the Executive proposes to disclose or use such information. Confidential Information
will not be deemed to have been published merely because individual portions of the information have been separately published, but only
if all material features comprising such information have been published in combination.


 


(c)            As
used in this Agreement, the term “Work Product” means all inventions, innovations, improvements, technical information,
systems, software developments, methods, designs, analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar
or related information (whether patentable or unpatentable, copyrightable, registerable as a trademark, reduced to writing, or otherwise)
which relates to the Company’s or any of its Affiliates’ actual or anticipated business, research and development or existing
or future products or services and which are conceived, developed or made by the Executive (whether or not during usual business hours,
whether or not by the use of the facilities of the Company or any of its Affiliates, and whether or not alone or in conjunction with any
other person) while employed by the Company or its Affiliates (including those conceived, developed or made prior to the Effective Date)
together with all patent applications, letters patent, trademark, trade name and service mark applications or registrations, copyrights
and reissues thereof that may be granted for or upon any of the foregoing. All Work Product that the Executive may have discovered, invented
or originated during his employment by the Company or any of its Affiliates prior to the Effective Date, that he may discover, invent
or originate during the Period of Employment or at any time in the period of twelve (12) months after the Severance Date, shall be the
exclusive property of the Company and its Affiliates, as applicable, and Executive hereby assigns all of Executive’s right, title
and interest in and to such Work Product to the Company or its applicable Affiliate, including all intellectual property rights therein.
Executive shall promptly disclose all Work Product to the Company, shall execute at the request of the Company any assignments or other
documents the Company may deem necessary to protect or perfect its (or any of its Affiliates’, as applicable) rights therein, and
shall assist the Company, at the Company’s expense, in obtaining, defending and enforcing the Company’s (or any of its Affiliates’,
as applicable) rights therein. The Executive hereby appoints the Company as his attorney-in-fact to execute on his behalf any assignments
or other documents deemed necessary by the Company to protect or perfect the Company, the Company’s (and any of its Affiliates’,
as applicable) rights to any Work Product.


 






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		6.2	Restriction on Competition. The Executive agrees that if the Executive were to become employed by, or substantially
involved in, the business of a competitor of the Company or any of its Affiliates during the twelve (12) month period following the Severance
Date, it would be very difficult for the Executive not to rely on or use the Company’s and its Affiliates’ trade secrets and
confidential information. Thus, to avoid the inevitable disclosure of the Company’s and its Affiliates’ trade secrets and
confidential information, and to protect such trade secrets and confidential information and the Company’s and its Affiliates’
relationships and goodwill with customers, during the Period of Employment and for a period of twelve (12) months after the Severance
Date, the Executive will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have
any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business. For purposes
of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation,
any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner,
joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director,
officer, licensor of technology or otherwise. For purposes of this Agreement, “Competing Business” means a Person anywhere
in the continental United States, anywhere in Canada, and elsewhere in the world where the Company and its Affiliates engage in business,
or reasonably anticipate in engaging in business, on the Severance Date (the “Restricted Area”) and that at any time
during the Period of Employment has competed, or any time during the twelve (12) month period following the Severance Date competes, with
any business engaged in by the Company or any of its Affiliates. Nothing herein shall prohibit the Executive from being a passive owner
of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active
participation in the business of such corporation.



 






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		6.3	Non-Solicitation of Employees and Consultants. During
the Period of Employment and for a period of twelve (12) months after the Severance Date, the Executive will not directly or indirectly
through any other Person solicit, induce or encourage, or attempt to solicit, induce or encourage, any employee or independent contractor
of the Company or any Affiliate of the Company to leave the employ or service, as applicable, of the Company or such Affiliate, or become
employed or engaged by any third party, or in any way interfere with the relationship between the Company or any such Affiliate, on the
one hand, and any employee or independent contractor thereof, on the other hand.



 


		6.4	Non-Interference with Customers. During the Period of
Employment and for a period of twelve (12) months after the Severance Date, the Executive will not, directly or indirectly through any
other Person, use any of the Company’s trade secrets to influence or attempt to influence customers, vendors, suppliers, licensors,
lessors, joint venturers, associates, consultants, agents, or partners of the Company or any Affiliate of the Company to divert their
business away from the Company or such Affiliate, and the Executive will not otherwise use the Company’s trade secrets to interfere
with, disrupt or attempt to disrupt the business relationships, contractual or otherwise, between the Company or any Affiliate of the
Company, on the one hand, and any of its or their customers, suppliers, vendors, lessors, licensors, joint venturers, associates, officers,
employees, consultants, managers, partners, members or investors, on the other hand.



 


		6.5	Cooperation. Following the Executive’s last day of employment by the Company, the Executive shall reasonably cooperate
with the Company and its Affiliates in connection with the transition of the Executive’s duties, with respect to any internal or
governmental investigation or administrative, regulatory, arbitral or judicial proceeding involving the Company and any Affiliates with
respect to matters relating to the Executive’s employment with, or service as a member of the board of directors of, the Company
or any Affiliate, and with respect to any audit of the financial statements of the Company or any Affiliate with respect to the period
of time when the Executive was employed by the Company or any Affiliate.



 


		6.6	Understanding of Covenants. The Executive acknowledges that, in the course of his employment with the Company and/or
its Affiliates and their predecessors, he has become familiar, or will become familiar, with the Company’s and its Affiliates’
and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its Affiliates
and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company
and its Affiliates. The Executive agrees that the foregoing covenants set forth in this Section 6 (together, the “Restrictive
Covenants”) are reasonable and necessary to protect the Company’s and its Affiliates’ trade secrets and other confidential
and proprietary information, good will, stable workforce, and customer relations.



 






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Without
limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he
is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations
hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive
Covenants, (iv) agrees that the Company and its Affiliates currently conducts business throughout the Restricted Area, and (v) agrees
that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6 regardless of
whether the Executive is then entitled to receive severance pay or benefits from the Company. The Executive understands that the Restrictive
Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its Affiliates, but
he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company
and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given
his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living. The Executive agrees
that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.


 


		6.7	Enforcement. The Executive agrees that the Executive’s services are unique and that he has access to Confidential
Information and Work Product. Accordingly, without limiting the generality of Section 17, the Executive agrees that a breach by the
Executive of any of the covenants in this Section 6 would cause immediate and irreparable harm to the Company that would be difficult
or impossible to measure, and that damages to the Company for any such injury would therefore be an inadequate remedy for any such breach.
Therefore, the Executive agrees that in the event of any breach or threatened breach of any provision of this Section 6, the Company
shall be entitled, in addition to and without limitation upon all other remedies the Company may have under this Agreement, at law or
otherwise, to obtain specific performance, injunctive relief and/or other appropriate relief (without posting any bond or deposit) in
order to enforce or prevent any violations of the provisions of this Section 6, or require the Executive to account for and pay over
to the Company all compensation, profits, moneys, accruals, increments or other benefits derived from or received as a result of any transactions
constituting a breach of this Section 6 if and when final judgment of a court of competent jurisdiction or arbitrator, as applicable,
is so entered against the Executive. The Executive further agrees that the applicable period of time any Restrictive Covenant is in effect
following the Severance Date, as determined pursuant to the foregoing provisions of this Section 6, shall be extended by the same
amount of time that Executive is in breach of any Restrictive Covenant following the Severance Date.



 






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		7.	Withholding Taxes. Notwithstanding anything else
herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or
payable under or pursuant to this Agreement such federal, state and local income, employment, or other taxes as may be required to be
withheld pursuant to any applicable law or regulation. Except for such withholding rights, the Executive is solely responsible for any
and all tax liability that may arise with respect to the compensation provided under or pursuant to this Agreement.



 


		8.	Successors and Assigns.



 


(a)            This
Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise
than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s
legal representatives.


 


(b)            This
Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. Without limiting the generality
of the preceding sentence, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in
this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor or assignee, as applicable, which
assumes and agrees to perform this Agreement by operation of law or otherwise.


 


		9.	Number and Gender; Examples. Where the context
requires, the singular shall include the plural, the plural shall include the singular, and any gender shall include all other genders.
Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed
to modify, limit or restrict in any manner the construction of the general statement to which it relates.



 


		10.	Section Headings. The section headings of,
and titles of paragraphs and subparagraphs contained in, this Agreement are for the purpose of convenience only, and they neither form
a part of this Agreement nor are they to be used in the construction or interpretation thereof.



 


		11.	Governing Law. This Agreement will be governed
by and construed in accordance with the laws of the state of Arizona, without giving effect to any choice of law or conflicting provision
or rule (whether of the state of Arizona or any other jurisdiction) that would cause the laws of any jurisdiction other than the
state of Arizona to be applied. In furtherance of the foregoing, the internal law of the state of Arizona will control the interpretation
and construction of this Agreement, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive
law of some other jurisdiction would ordinarily apply.



 






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		12.	Severability. It is the desire and intent of
the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies
applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated
by a court of competent jurisdiction or determined by an arbitrator pursuant to Section 16 to be invalid, prohibited or unenforceable
under any present or future law, and if the rights and obligations of any party under this Agreement will not be materially and adversely
affected thereby, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this
Agreement or affecting the validity or enforceability of such provision in any other jurisdiction, and to this end the provisions of this
Agreement are declared to be severable; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically
as a part of this Agreement, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as
may be possible. Notwithstanding the foregoing, if such provision could be more narrowly drawn (as to geographic scope, period of duration
or otherwise) so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly
drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in
any other jurisdiction.



 


		13.	Entire Agreement. Except for the Amended and
Restated Agreement and Plan of Merger, dated January 10, 2019, by and among Jimmy Jang L.P., HammButNoCheese Merger Sub Inc., Jupiter
Research LLC, Mak One LLLP, RHC 3, LLLP, Deyong Wang, Daniel Santy, Jordan Geotas, Callisto Collaborations LLC and Mark Scatterday (the
Merger Agreement), this Agreement embodies the entire agreement of the parties hereto respecting the matters within its scope. Except
for the Merger Agreement, this Agreement supersedes all prior and contemporaneous agreements of the parties hereto that directly or indirectly
bears upon the subject matter hereof. Any prior negotiations, correspondence, agreements (except for the “Merger Agreement”),
proposals or understandings relating to the subject matter hereof shall be deemed to have been merged into this Agreement, and to the
extent inconsistent herewith, such negotiations, correspondence, agreements, proposals, or understandings shall be deemed to be of no
force or effect. There are no representations, warranties, or agreements, whether express or implied, or oral or written, with respect
to the subject matter hereof, except as expressly set forth herein. For the avoidance of doubt, nothing contained in this Agreement is
intended to modify or limit any rights Executive may have, directly or indirectly, under the Merger Agreement.



 


		14.	Modifications. This Agreement may not be amended,
modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement, which
agreement is executed by both of the parties hereto.



 


		15.	Waiver. Neither the failure nor any delay on
the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall
any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right,
remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed
as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is
in writing and is signed by the party asserted to have granted such waiver.



 






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		16.	Arbitration.
                                            Except as provided in Sections 6.7 and 17, any non-time barred, legally actionable controversy
                                            or claim arising out of or relating to this Agreement, its enforcement, arbitrability or
                                            interpretation, or because of an alleged breach, default, or misrepresentation in connection
                                            with any of its provisions, or any other non-time barred, legally actionable controversy
                                            or claim arising out of or relating to the Executive’s employment or association with
                                            the Company or termination of the same, including, without limiting the generality of the
                                            foregoing, any alleged violation of state or federal statute, common law or constitution,
                                            shall be submitted to individual, final and binding arbitration, to be held in Maricopa County,
                                            Arizona, before a single arbitrator selected from Judicial Arbitration and Mediation Services, Inc.
                                            (“JAMS”), in accordance with the then-current JAMS Arbitration Rules and
                                            Procedures for employment disputes, as modified by the terms and conditions in this Section (which
                                            may be found at www.jamsadr.com under the Rules/Clauses tab). The parties will select
                                            the arbitrator by mutual agreement or, if the parties cannot agree, then by striking from
                                            a list of qualified arbitrators supplied by JAMS from their labor and employment law panel.
                                            Final resolution of any dispute through arbitration may include any remedy or relief that
                                            is provided for through any applicable state or federal statutes, or common law. Statutes
                                            of limitations shall be the same as would be applicable were the action to be brought in
                                            court. The arbitrator selected pursuant to this Agreement may order such discovery as is
                                            necessary for a full and fair exploration of the issues and dispute, consistent with the
                                            expedited nature of arbitration. At the conclusion of the arbitration, the arbitrator shall
                                            issue a written decision that sets forth the essential findings and conclusions upon which
                                            the arbitrator’s award or decision is based. Any award or relief granted by the arbitrator
                                            under this Agreement shall be final and binding on the parties to this Agreement and may
                                            be enforced by any court of competent jurisdiction. The Company will pay those arbitration
                                            costs that are unique to arbitration, including the arbitrator’s fee (recognizing that
                                            each side bears its own deposition, witness, expert and attorneys’ fees and other expenses
                                            to the same extent as if the matter were being heard in court). If, however, any party prevails
                                            on a statutory claim, which affords the prevailing party attorneys’ fees and costs,
                                            then the arbitrator may award reasonable fees and costs to the prevailing party. The arbitrator
                                            may not award attorneys’ fees to a party that would not otherwise be entitled to such
                                            an award under the applicable statute. The arbitrator shall resolve any dispute as to the
                                            reasonableness of any fee or cost. Except as provided in Section 6.7 and 17, the parties
                                            acknowledge and agree that they are hereby waiving any rights to trial by jury or a court
                                            in any action or proceeding brought by either of the parties against the other in connection
                                            with any matter whatsoever arising out of or in any way connected with this Agreement or
                                            the Executive’s employment.



 


		17.	Remedies. Each of the parties to this Agreement
and any such person or entity granted rights hereunder whether or not such person or entity is a signatory hereto shall be entitled to
enforce its rights under this Agreement specifically to recover damages and costs for any breach of any provision of this Agreement and
to exercise all other rights existing in its favor; provided, however, that the Company shall not be entitled to set off any damages it
may be entitled to for a breach of this Agreement by pursuing any consideration Executive may be entitled to under the Merger Agreement.
The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement
and that each party may in its sole discretion apply to any court of law or equity of competent jurisdiction for provisional injunctive
or equitable relief and/or other appropriate equitable relief (without posting any bond or deposit) in order to enforce or prevent any
violations of the provisions of this Agreement. Each party shall be responsible for paying its own attorneys’ fees, costs and other
expenses pertaining to any such legal proceeding and enforcement regardless of whether an award or finding or any judgment or verdict
thereon is entered against either party.



 






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		18.	Notices. Any notice provided for in this Agreement
must be in writing and must be either personally delivered, transmitted via telecopier, mailed by first class mail (postage prepaid and
return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated
or at such other address or to the attention of such other person as the recipient party has specified by prior written notice to the
sending party. Notices will be deemed to have been given hereunder and received when delivered personally, when received if transmitted
via telecopier, five days after deposit in the U.S. mail and one day after deposit with a reputable overnight courier service.



 


if to the Company:


 


TILT Holding


2399 Blake Street


Suite 100


Denver, CO 80205


Attention: Chief Legal Officer


 


with a copy to:


 


Farella Braun + Martel LLP

235 Montgomery Street

San Francisco, CA 94104

Attention: Holly Sutton


 


if to the Executive, to the address most recently on file in
the payroll records of the Company.


 


		19.	Counterparts. This Agreement may be executed
in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all
of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof,
individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories. Photographic copies
of such signed counterparts may be used in lieu of the originals for any purpose.



 






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		20.	Legal Counsel; Mutual Drafting. Each party recognizes
that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of
their choice. Each party has cooperated in the drafting, negotiation and preparation of this Agreement. Hence, in any construction to
be made of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language.
The Executive agrees and acknowledges that he has read and understands this Agreement, is entering into it freely and voluntarily, and
has been advised to seek counsel prior to entering into this Agreement and has had ample opportunity to do so.



 


		21.	Section 409A.



 


(a)            It
is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code (including
the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject
the Executive to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Agreement
shall be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A
yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive. Any installment payments provided
for in this Agreement shall be treated as a series of separate payments for purposes of Code Section 409A.


 


(b)            If
the Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the
date of the Executive’s Separation from Service, the Executive shall not be entitled to any payment or benefit pursuant to Section 5.3(b) or
(c) until the earlier of (i) the date which is six (6) months after his or her Separation from Service for any reason other
than death, or (ii) the date of the Executive’s death. The provisions of this Section 21(b) shall only apply if,
and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A. Any amounts otherwise
payable to the Executive upon or in the six (6) month period following the Executive’s Separation from Service that are not
so paid by reason of this Section 21(b) shall be paid (without interest) as soon as practicable (and in all events within thirty
(30) days) after the date that is six (6) months after the Executive’s Separation from Service (or, if earlier, as soon as
practicable, and in all events within thirty (30) days, after the date of the Executive’s death).


 


(c)            To
the extent that any benefits pursuant to Section 5.3(b)(ii) or reimbursements pursuant to Section 4.2 are taxable to the
Executive, any reimbursement payment due to the Executive pursuant to any such provision shall be paid to the Executive on or before the
last day of the Executive’s taxable year following the taxable year in which the related expense was incurred. The benefits and
reimbursements pursuant to such provisions are not subject to liquidation or exchange for another benefit and the amount of such benefits
and reimbursements that the Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements that
the Executive receives in any other taxable year.


 


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remainder of this page has intentionally been left blank.]


 






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IN
WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the Effective Date.


 


	 	“COMPANY”
	 	 
	 	TILT Holdings, Inc.
	 	a British Columbia corporation
	 	 
	 	 
	 	By:	/s/ Gary Smith
	 	Name: Gary Smith
	 	Title: Board Member &
    Authorized Person
	 	 
	 	 
	 	“EXECUTIVE”
	 	 
	 	/s/ Mark Scatterday
	 	Mark Scatterday




 






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EXHIBIT A


 


FORM OF GENERAL RELEASE AGREEMENT


 


1.             Release.
[                             ] (“Executive”), on his own behalf and on behalf
of his descendants, dependents, heirs, executors, administrators, assigns and successors, and each of them, hereby acknowledges full
and complete satisfaction of and releases and discharges and covenants not to sue [                                                          ]
(the “Company”), its divisions, subsidiaries, parents, or affiliated corporations,
past and present, and each of them, as well as its and their assignees, successors, directors, officers, stockholders, partners, representatives,
attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), from
and with respect to any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected,
arising out of or in any way connected with Executive’s employment or any other relationship with or interest in the Company or
the termination thereof, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus
or similar benefit, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any
other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act
or omission by or on the part of Releasees committed or omitted prior to the date of this General Release Agreement (this “Agreement”)
set forth below, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964,
the Americans with Disabilities Act, the Family and Medical Leave Act, or any other federal, state or local law, regulation, ordinance,
constitution or common law (collectively, the “Claims”); provided, however, that the foregoing release does not apply
to any obligation of the Company to Executive pursuant to any of the following: (1) Section 5.3 of the Employment Agreement
dated as of [                                  ]
by and between the Company and Executive (the “Employment Agreement”); (2) any
equity-based awards previously granted by the Company to Executive, to the extent that such awards continue after the termination of
Executive’s employment with the Company in accordance with the applicable terms of such awards; (3) any right to indemnification
that Executive may have pursuant to the Company’s bylaws, its corporate charter or under any written indemnification agreement
with the Company (or any corresponding provision of any subsidiary or affiliate of the Company) with respect to any loss, damages or
expenses (including but not limited to attorneys’ fees to the extent otherwise provided) that Executive may in the future incur
with respect to his service as an employee, officer or director of the Company or any of its subsidiaries or affiliates; (4) with
respect to any rights that Executive may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary
or affiliate) directors and officers liability insurance policy; (5) any rights to continued medical and dental coverage that Executive
may have under COBRA; (6) any rights to payment of benefits that Executive may have under a retirement plan sponsored or maintained
by the Company that is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended; (7) any
rights that Executive may have to payment (to the extent not theretofor paid) for his securities sold pursuant to the Merger Agreement
and any such payments to be made in accordance with and subject to the terms and conditions of the Merger Agreement; or (8) any
rights or claims that Executive may have in his capacity as a shareholder or equityholder of the Company or any of its Affiliates. In
addition, this release does not cover any Claim that cannot be so released as a matter of applicable law. Notwithstanding anything to
the contrary herein, nothing in this Agreement prohibits Executive from filing a charge with or participating in an investigation conducted
by any state or federal government agencies. However, Executive does waive, to the maximum extent permitted by law, the right to receive
any monetary or other recovery, should any agency or any other person pursue any claims on Executive’s behalf arising out of any
claim released pursuant to this Agreement. For clarity, and as required by law, such waiver does not prevent Executive from accepting
a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934,
as amended. Executive acknowledges and agrees that he has received any and all leave and other benefits that he has been and is entitled
to pursuant to the Family and Medical Leave Act of 1993.


 






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2.             Acknowledgement
of Payment of Wages. Except for accrued vacation (which the parties agree totals approximately [     ]
days of pay) and salary for the current pay period, Executive acknowledges that he has received
all amounts owed for his regular and usual salary (including, but not limited to, any bonus, incentive or other wages), and usual benefits
through the date of this Agreement.


 


3.             Waiver
of Unknown Claims. This Agreement is intended to be effective as a general release of and bar
to each and every Claim hereinabove specified. Accordingly, Executive hereby expressly waives any rights and benefits conferred by Section 1542
of the California Civil Code and any similar provision of any other applicable state law as to the Claims. Section 1542 of the California
Civil Code provides:


 


“A GENERAL RELEASE DOES NOT EXTEND TO A CLAIM WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST
HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”


 


Executive acknowledges that he later may discover claims, demands,
causes of action or facts in addition to or different from those which Executive now knows or believes to exist with respect to the subject
matter of this Agreement and which, if known or suspected at the time of executing this Agreement, may have materially affected its terms.
Nevertheless, Executive hereby waives, as to the Claims, any claims, demands, and causes of action that might arise as a result of such
different or additional claims, demands, causes of action or facts.


 


4.             ADEA
Waiver. Executive expressly acknowledges and agrees that by entering into this Agreement, he is waiving
any and all rights or claims that he may have arising under the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”),
and that this waiver and release is knowing and voluntary. Executive and the Company agree that this waiver and release does not apply
to any rights or claims that may arise under the ADEA after the date Executive signs this Agreement. Executive further expressly acknowledges
and agrees that:


 


(a)            In
return for this Agreement, he will receive consideration beyond that which he was already entitled to receive before executing this Agreement;


 


(b)            He
is hereby advised in writing by this Agreement to consult with an attorney before signing this Agreement;


 






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(c)            He
was given a copy of this Agreement on [·], and informed that he had [twenty-one (21)] days within which to
consider this Agreement and that if he wished to execute this Agreement prior to the expiration of such [21]-day period
he will have done so voluntarily and with full knowledge that he is waiving his right to have [twenty-one (21)] days to
consider this Agreement; and that such [twenty-one (21)] day period to consider this Agreement would not and will not be
re-started or extended based on any changes, whether material or immaterial, that are or were made to this Agreement in such [twenty-one
(21)] day period after he received it;


 





(d)            He
was informed that he had seven (7) days following the date of execution of this Agreement in which to revoke this Agreement, and
this Agreement will become null and void if Executive elects revocation during that time. Any revocation must be in writing and must
be received by the Company during the seven-day revocation period. In the event that Executive exercises this revocation right, neither
the Company nor Executive will have any obligation under this Agreement. Any notice of revocation should be sent by Executive in writing
to the Company (attention [     ]),
[Address], so that it is received within

the seven-day period following execution of this Agreement by Executive.


 


(e)            Nothing
in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver
under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal
law.


 


5.              No
Transferred Claims. Executive represents and warrants to the Company that he has not heretofore assigned or transferred to any person
not a party to this Agreement any released matter or any part or portion thereof.


 


6.              Return
of Property. Executive represents and covenants that he has returned to the to the Company (a) all physical, computerized, electronic
or other types of records, documents, proposals, notes, lists, files and any and all other materials, including computerized electronic
information, that refer, relate or otherwise pertain to the Company or any of its Affiliates (as defined in the Employment Agreement)
that were in Executive’s possession, subject to Executive’s control or held by Executive for others; and (b) all property
or equipment that Executive has been issued by the Company or any of its Affiliates during the course of his employment or property or
equipment that Executive otherwise possessed, including any keys, credit cards, office or telephone equipment, computers (and any software,
power cords, manuals, computer bag and other equipment that was provided to Executive with any such computers), tablets, smartphones,
and other devices. Executive acknowledges that he is not authorized to retain any physical, computerized, electronic or other types of
copies of any such physical, computerized, electronic or other types of records, documents, proposals, notes, lists, files or materials,
and is not authorized to retain any property or equipment of the Company or any of its Affiliates. Executive further agrees that Executive
will immediately forward to the Company (and thereafter destroy any electronic copies thereof) any business information relating to the
Company or any of its Affiliates that has been or is inadvertently directed to Executive following the date of the termination of Executive’s
employment


 






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8.             Miscellaneous.
The following provisions shall apply for purposes of this Agreement:


 


(a)           Number
and Gender. Where the context requires, the singular shall include the plural, the plural shall include the singular, and any gender
shall include all other genders.


 


(b)           Section Headings.
The section headings of, and titles of paragraphs and subparagraphs contained in, this Agreement are for the purpose of convenience only,
and they neither form a part of this Agreement nor are they to be used in the construction or interpretation thereof.


 


(c)           Governing
Law. This Agreement, and all questions relating to its validity, interpretation, performance and enforcement, as well as the legal
relations hereby created between the parties hereto, shall be governed by and construed under, and interpreted and enforced in accordance
with, the laws of the State of Arizona, without regard to any conflict of law provision that would direct the application of any other
jurisdiction.


 


(d)           Severability.
If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications
of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement
are declared to be severable.


 


(e)           Modifications.
This Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly
referring to this Agreement, which agreement is executed by both of the parties hereto.


 


(f)            Waiver.
No waiver of any breach of any term or provision of this Agreement shall be construed to be, nor shall be, a waiver of any other breach
of this Agreement. No waiver shall be binding unless in writing and signed by the party waiving the breach.


 


(g)           Arbitration.
Any controversy arising out of or relating to this Agreement shall be submitted to arbitration in accordance with the arbitration provisions
of the Employment Agreement.


 


(h)           Counterparts.
This Agreement may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original. Photographic
copies of such signed counterparts may be used in lieu of the originals for any purpose.


 


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The undersigned have read and understand the consequences
of this Agreement and voluntarily sign it. The undersigned declare under penalty of perjury under the laws of the State of Arizona that
the foregoing is true and correct.


 


EXECUTED
this____________ day of __________ 20____,
at______________________________ County,


 


	 	“EXECUTIVE”
	 	 
	 	 
	 	[Name]




 


EXECUTED
this____________ day of __________ 20____,
at______________________________ County,


 


	 	“COMPANY”
	 	 
	 	[__________________]
	 	 
	 	By:
	 	 
	 	    [Name]
	 	    [Title]




 






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