Exhibit
10.22


 


HIGHTIMES
HOLDING CORP.


 


2017
EQUITY INCENTIVE PLAN


 


Adopted
February 27, 2017


 


1.      Purposes
of the Plan The purposes of the Hightimes Holding Corp. 2017 Equity Incentive Plan (the
“Plan”) are to attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees, Directors, and Consultants, and to promote the success of the
Company’s business. Options granted under the Plan may be Incentive Stock Options or Non-Qualified Stock Options, as
determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan.


 


2.     
Definitions As used herein, the following definitions shall apply:


 


(a)       “Administrator”
means the Board or the Committee responsible for conducting the general administration of the Plan, as applicable, in accordance
with Section 4 hereof.


 


(b)       “Applicable
Laws” means the requirements relating to the administration of stock option plans under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted,
and the applicable laws of any foreign country or jurisdiction where Options or Stock Purchase Rights are granted under the Plan.


 


(c)       “Board”
means the Board of Directors of the Company.


 


(d)       “Change in Control” shall mean and include each of the following:


 


(i)       a dissolution or liquidation of the Company;


 


(ii)      a
merger or consolidation in which the Company is not the surviving corporation (other than a merger or consolidation with a wholly-owned
subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantial
change in the stockholders of the Company or their relative stock holdings and the Options and Stock Purchase Rights granted under
this Plan are assumed, converted or replaced by the successor or acquiring corporation, which assumption, conversion or replacement
will be binding on all Holders);


 


(iii)     a
merger in which the Company is the surviving corporation but after which the stockholders of the Company immediately prior to
such Exchange (other than any stockholder which merges with the Company in such merger, or which owns or controls another corporation
which merges with the Company in such merger) cease to own at least a majority of the combined voting power of the surviving corporation’s
outstanding voting securities immediately after the transaction; or


 


(iv)     the
sale of all or substantially all of the assets of the Company.


 



    


     


    




 





The
Administrator shall have full and final authority, which shall be exercised in its sole discretion, to determine conclusively
whether a Change in Control has occurred pursuant to the above definition, and the date of the occurrence of such Change in Control
and any incidental matters relating thereto.


 


(e)       “Code” means the Internal Revenue Code of 1986, as amended, or any successor statute or statutes thereto. Reference
to any particular Code section shall include any successor section.


 


(f)        “Committee” means a committee appointed by the Board in accordance with Section 4 hereof.


 


(g)       “Common Stock” means the Class A voting common stock of the Company, par value of $0.0001 per share.


 


(h)       “Company” means Hightimes Holding Corp., a Delaware corporation.


 


(i)        “Consultant” means any consultant or adviser if: (i) the consultant or adviser renders bona fide services
to the Company or any Parent or Subsidiary of the Company; (ii) the services rendered by the consultant or adviser are not in
connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or
maintain a market for the Company’s securities; and (iii) the consultant or adviser is a natural person.


 


(j)        “Director” means a member of the Board.


 


(k)       “Disability” means total and permanent disability within the meaning of Section 22(e)(3) of the Code.


 


(l)        “Employee” means any person, including an Officer or Director, who is an employee (as defined in accordance
with Section 3401(c) of the Code) of the Company or any Parent or Subsidiary of the Company. A Service Provider shall not cease
to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company
or between the Company, its Parent, any Subsidiary, or any successor. For purposes of Incentive Stock Options, no such leave may
exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. Neither service
as a Director nor payment of a director’s fee by the Company shall be sufficient, by itself, to constitute “employment”
by the Company.


 


(m)      “Equity
Restructuring” shall mean a non-reciprocal transaction between the Company and its stockholders, such as a stock dividend,
forwardstock split, spin-off, rights offering, or recapitalization through a large, nonrecurring cash dividend, that affects the
shares of Common Stock (or other securities of the Company) or the share price of Common Stock (or other securities) and causes
a change in the per share value of the Common Stock underlying outstanding awards granted under the Plan.


 


(n)       “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes
thereto. Reference to any particular Exchange Act section shall include any successor section.





 



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(o)      
“Fair Market Value” means, as of any date, the value of a share of Common Stock determined as follows:


 


(i)       If
the Common Stock is listed on any established stock exchange or a national market system, its Fair Market Value shall be the closing
sales price for a share of such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for
such date, or if no bids or sales were reported for such date, then the closing sales price (or the closing bid, if no sales were
reported) on the trading date immediately prior to such date during which a bid or sale occurred, in each case, as reported in
The Wall Street Journal or such other source as the Administrator deems reliable;


 


(ii)      If
the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean between the high bid and low asked prices for a share of the Common Stock on such date, or if no closing bid
and asked prices were reported for such date, the date immediately prior to such date during which closing bid and asked prices
were quoted for such Common Stock, in each case, as reported in The Wall Street Journal or such other source as the Administrator
deems reliable; or


 


(iii)     In
the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined by the Independent
Director, in its reasonable discretion.


 


(p)      
“Holder” means a person who has been granted or awarded an Option or Stock Purchase Right or who holds Shares
acquired pursuant to the exercise of an Option or Stock Purchase Right.


 


(q)      
“Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning
of Section 422 of the Code and which is designated as an Incentive Stock Option by the Administrator.


 


(r)       
“Independent Director” means a Director who is not an Employee or a Stockholder of the Company, or appointed
by a Stockholder or Employee of the Company or Parent.


 


(s)      
“Non-Qualified Stock Option” means an Option (or portion thereof) that is not designated as an Incentive Stock
Option by the Administrator, or which is designated as an Incentive Stock Option by the Administrator but fails to qualify as
an incentive stock option within the meaning of Section 422 of the Code.


 


(t)       
“Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange
Act and the rules and regulations promulgated thereunder.


 


(u)      
“Option” means a stock option granted pursuant to the Plan and shall mean, collectively, the Incentive Stock
Options and Nonqualified Options available for grant and granted pursuant to this Plan.


 



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(v)      
“Option Agreement” means a written agreement between the Company and a Holder evidencing the terms and conditions
of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan.


 


(w)       “Parent”
means any corporation (or other entity), whether now or hereafter existing (other than the Company), in an unbroken chain of corporations
(or other entities) ending with the Company if each of the corporations (or other entities) other than the last corporation (or
other entity) in the unbroken chain owns stock (or other equity interests) possessing more than fifty percent (50%) of the total
combined voting power of all classes of stock (or other equity interests) in one of the other corporations (or other entities)
in such chain.


 


(x)       
“Plan” means this Hightimes Holding Corp., 2017 Equity Incentive Plan.


 


(y)        “Public Trading Date” means the first date upon which Common Stock of the Company is listed (or approved for
listing) upon notice of issuance on any securities exchange or designated (or approved for designation) upon notice of issuance
as a national market security on an interdealer quotation system.


 


(z)       
“Restricted Stock” means Shares acquired pursuant to the exercise of an unvested Option in accordance with
Section 10(h) below or pursuant to a Stock Purchase Right granted under Section 12 below.


 


(aa)      “Restricted
Stock Purchase Agreement” means a written agreement between the Company and a Holder evidencing the terms and conditions
of the Holder’s purchase of Restricted Stock pursuant to the exercise of an unvested Option in accordance with Section
10(h) below or a Stock Purchase Right granted under Section 12 below.


 


(bb)     
“Rule 16b-3” means that certain Rule 16b-3 under the Exchange Act, as such Rule may be amended from time to
time.


 


(cc)     
“Section 16(b)” means Section 16(b) of the Exchange Act, as such Section may be amended from time to time.


 


(dd)    
“Securities Act” means the Securities Act of 1933, as amended, or any successor statute or statutes thereto.
Reference to any particular Securities Act section shall include any successor section.


 


(ee)     
“Service Provider” means an Employee, Director, or Consultant.


 


(ff)      
“Share” means a share of Common Stock, as adjusted in accordance with Section 13 below.


 


(gg)     
“Stock Purchase Right” means a right to purchase Common Stock pursuant to Section 12 below.


 



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(hh)    
“Subsidiary” means any corporation (or other entity), whether now or hereafter existing (other than the Company),
in an unbroken chain of corporations (or other entities) beginning with the Company if each of the corporations (or other entities)
other than the last corporation (or other entity) in the unbroken chain owns stock possessing more than fifty percent (50%) of
the total combined voting power of all classes of stock in one of the other corporations (or other entities) in such chain.


 


3.     
Stock Subject to the Plan. Subject to the provisions of Section 13 hereof, the shares of stock subject
to Options or Stock Purchase Rights shall be Common Stock. Subject to the provisions of Section 13 hereof, the maximum
aggregate number of Shares which may be issued upon exercise of such Options or Stock Purchase Rights is One Million Five Hundred
Thousand (1,500,000) shares of Company Common Stock. Shares issued upon exercise of Options or Stock Purchase Rights may be authorized
but unissued, or reacquired Common Stock. If an Option or Stock Purchase Right expires or becomes unexercisable without having
been exercised in full, the unpurchased Shares which were subject thereto shall become available for future grant or sale under
the Plan (unless the Plan has terminated). Shares which are delivered by the Holder or withheld by the Company upon the exercise
of an Option or Stock Purchase Right under the Plan, in payment of the exercise price thereof or tax withholding thereon, may
again be optioned, granted, or awarded hereunder, subject to the limitations of this Section 3. If Shares of Restricted Stock
are repurchased by the Company at their original purchase price, such Shares shall become available for future grant under the
Plan (unless the Plan has terminated). Notwithstanding the provisions of this Section 3, no Shares may again be optioned,
granted, or awarded if such action would cause an Incentive Stock Option to fail to qualify as an Incentive Stock Option under
Code Section 422.4. 


 


4.       Administration
of the Plan.


 


(a)       
Administrator. Unless and until the Board delegates administration to a Committee as set forth below, the Plan shall be
administered by the Board. The Board may delegate administration of the Plan to a Committee or Committees of one (1) or more members
of the Board, and the term “Committee” shall apply to any person or persons to whom such authority has been delegated.
If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the
powers theretofore possessed by the Board, including the power to delegate to a subcommittee any of the administrative powers
the Committee is authorized to exercise (and references in the Plan to the Board shall thereafter be to the Committee or subcommittee),
subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by
the Board. Notwithstanding the foregoing, however, unless otherwise determined by the Board, from and after the Public Trading
Date, a Committee of the Board shall administer the Plan and the Committee shall consist solely of two (2) or more Independent
Directors each of whom is an “outside director,” within the meaning of Section 162(m) of the Code, a “non-employee
director” within the meaning of Rule 16b-3, and qualifies as “independent” within the meaning of any applicable
stock exchange listing requirements. Members of the Committee shall also satisfy any other legal requirements applicable to membership
on the Committee, including requirements under the Sarbanes-Oxley Act of 2002 and other Applicable Laws. Within the scope of its
authority, in the absence of Independent Directors or otherwise, the Board or the Committee may (i) delegate to a committee of
one (1) or more members of the Board who are not Independent Directors the authority to grant awards under the Plan to eligible
persons who are either (1) not then “covered employees,” within the meaning of Section 162(m) of the Code and are
not expected to be “covered employees” at the time of recognition of income resulting from such award or (2) not persons
with respect to whom the Company wishes to comply with Section 162(m) of the Code and/or (ii) delegate to a committee of one (1)
or more members of the Board who are not “non-employee directors,” within the meaning of Rule 16b-3, the authority
to grant awards under the Plan to eligible persons who are not then subject to Section 16 of the Exchange Act. The Board may abolish
the Committee at any time and revest in the Board the administration of the Plan. Appointment of Committee members shall be effective
upon acceptance of appointment. Committee members may resign at any time by delivering written notice to the Board. Vacancies
in the Committee may only be filled by the Board.


 



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(b)      
Powers of the Administrator. Subject to the provisions of the Plan and the specific duties delegated by the Board to such
Committee, and subject to the approval of any relevant authorities, the Administrator shall have the authority in its good faith,
sole discretion:


 


(i)       to
determine the Fair Market Value;


 


(ii)      to
select the Service Providers to whom Options and Stock Purchase Rights may from time to time be granted hereunder;


 


(iii)    
to determine the number of Shares to be covered by each such award granted hereunder;


 


(iv)    
to approve forms of agreement for use under the Plan;


 


(v)      to
determine the terms and conditions of any Option or Stock Purchase Right granted hereunder (such terms and conditions include,
but are not limited to, the exercise price, the time or times when Options or Stock Purchase Rights may vest or be exercised (which
may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation
regarding any Option or Stock Purchase Right or the Common Stock relating thereto, based in each case on such factors as the Administrator,
in its sole discretion, shall determine);


 


(vi)     to
determine whether to offer to buyout a previously granted Option as provided in Section 10(i) hereof and to determine
the terms and conditions of such offer and buyout (including whether payment is to be made in cash or Shares);


 


(vii)    to
prescribe, amend, and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans
established for the purpose of qualifying for preferred tax treatment under foreign tax laws;


 


(viii)   to
allow Holders to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon
exercise of an Option or Stock Purchase Right that number of Shares having a Fair Market Value equal to the minimum amount required
to be withheld based on the statutory withholding rates for federal and state tax purposes that apply to supplemental taxable
income. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld
is to be determined. All elections by Holders to have Shares withheld for this purpose shall be made in such form and under such
conditions as the Administrator may deem necessary or advisable;


 



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(ix)     
to amend the Plan or any Option or Stock Purchase Right granted under the Plan, subject to the terms of Section 15 hereof
(including, without limitation, any approvals required by any Holder of Options, Stock Purchase Rights, or Restricted Stock) and
the terms of any award agreement; and


 


(x)     
 to construe and interpret the terms of the Plan and awards granted pursuant to the Plan and to exercise such powers and
perform such acts as the Administrator deems necessary or desirable to promote the best interests of the Company which are not
in conflict with the express written provisions of the Plan.


 


(c)        Effect
of Administrator’s Decision. All decisions, determinations, and interpretations of the Administrator shall be final
and binding on all Holders.


 


5.     
Eligibility. Non-Qualified Stock Options and Stock Purchase Rights may be granted to Service Providers. Incentive
Stock Options may be granted only to Employees of the Company (or a “parent corporation” or “subsidiary corporation”
thereof within the meaning of Code Sections 424(e) or 424(f), respectively). If otherwise eligible, a Service Provider who has
been granted an Option or Stock Purchase Right may be granted additional Options or Stock Purchase Rights.


 


6.
     Limitations.


 


(a)      
Designations. Each Option shall be designated by the Administrator in the Option Agreement as either an Incentive Stock
Option or a Non-Qualified Stock Option. However, notwithstanding such designations, to the extent that the aggregate Fair Market
Value of Shares subject to a Holder’s Incentive Stock Options and other incentive stock options granted by the Company (or
a “parent corporation” or “subsidiary corporation” thereof within the meaning of Code Sections 424(e)
or 424(f), respectively), which become exercisable for the first time during any calendar year (under all plans of the Company
or any such parent or subsidiary) exceeds one hundred thousand dollars ($100,000), such excess Options or other options shall
be treated as Non-Qualified Stock Options. If the Code is amended to provide for a different limitation from that set forth in
the preceding sentence, such different limitation shall be deemed incorporated herein effective as of the date and with respect
to such Options as required or permitted by such amendment to the Code.


 


For
purposes of this Section 6(a), Incentive Stock Options shall be taken into account in the order in which they were
granted, and the Fair Market Value of the Shares shall be determined as of the time of grant.


 


(b)      
Employment or Consulting Relationship at Will. Neither the Plan, any Option, nor any Stock Purchase Right shall confer
upon a Holder any right with respect to continuing the Holder’s employment or consulting relationship with the Company,
nor shall they interfere in any way with the Holder’s right or the Company’s right to terminate such employment or
consulting relationship at any time, with or without cause, in accordance with the applicable employment or consulting agreement,
if any.


 



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(c)     
Options or Stock Purchase Rights Granted. No Service Provider shall be granted, in any calendar year, Options or Stock
Purchase Rights to purchase more than Seven Hundred Thousand and Fifty Thousand (750,000) Shares of Company Common Stock; provided,
however, that the foregoing limitation shall not apply prior to the Public Trading Date, and, following the Public Trading
Date, the foregoing limitation shall not apply until the earliest of: (i) the first material modification of the Plan (including
any increase in the number of shares reserved for issuance under the Plan in accordance with Section 3 hereof); (ii) the
first meeting of stockholders at which Directors of the Company are to be elected that occurs after the close of the third calendar
year following the calendar year in which occurred the first registration of an equity security of the Company under Section 12
of the Exchange Act; or (iii) such other date required by Section 162(m) of the Code and the rules and regulations promulgated
thereunder. The foregoing limitation shall be adjusted proportionately in connection with any change in the Company’s capitalization
as described in Section 13 hereof. For purposes of this Section 6(c), if an Option is canceled in the same
calendar year it was granted (other than in connection with a transaction described in Section 13 hereof), the canceled
Option will be counted against the limit set forth in this Section 6(c) unless otherwise provided in the Option Agreement.
For this purpose, if the exercise price of an Option is reduced, the transaction shall be treated as a cancellation of the Option
and the grant of a new Option.


 


(d)     
Limitations on Total Outstanding Issuances. The Administrator shall not issue Options or Stock Purchase Rights which,
when combined and aggregated with all other issued and outstanding Options or Stock Purchase Rights, would result in all such
issued and outstanding Options and Stock Purchase Rights representing, in the aggregate, no more than twelve and a half percent
(12.5%) of the total number of issued and outstanding Shares of the Company, as calculated on a fully-diluted basis.


 


7.     
Term of Plan. The Plan shall become effective upon its initial adoption by the Board and the holders of a majority
of the voting capital stock of the Company and shall continue in effect until it is terminated under Section 15 hereof.
No Options or Stock Purchase Rights may be issued under the Plan after the tenth (10th) anniversary of the earlier of (a) the
date upon which the Plan is adopted by the Board or (b) the date the Plan is approved by the stockholders.


 


8.     
Term of Option. The term of each Option shall be stated in the Option Agreement; provided, however,
that the term shall be no more than ten (10) years from the date of grant thereof. In the case of an Incentive Stock Option granted
to a Holder who, at the time the Option is granted, owns (or is treated as owning under Code Section 424) stock representing more
than ten percent (10%) of the voting power of all classes of stock of the Company (or a “parent corporation” or “subsidiary
corporation” thereof within the meaning of Code Sections 424(e) or 424(f), respectively), the term of the Option shall be
five (5) years from the date of grant or such shorter term as may be provided in the Option Agreement.


 


9.     
Option Exercise Price and Consideration.


 


(a)     
Per Share Exercise Price. Except as provided in Section 13 hereof, the per share exercise price for the Shares to
be issued upon exercise of an Option shall be such price as is determined by the Administrator, but shall be subject to the following:


 


(i)       
In the case of an Incentive Stock Option:


 


(A)     
granted to an Employee who, at the time of grant of such Option, owns (or is treated as owning under Code Section 424) stock representing
more than ten percent (10%) of the voting power of all classes of stock of the Company (or a “parent corporation”
or “subsidiary corporation” thereof within the meaning of Code Sections 424(e) or 424(f), respectively), the per Share
exercise price shall be no less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant.


 



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(B)      
granted to any other Employee, the per Share exercise price shall be no less than one hundred percent (100%) of the Fair Market
Value per Share on the date of grant.


 


(ii)      In
the case of a Non-Qualified Stock Option, the per Share exercise price shall be no less than one hundred percent (100%) of the
Fair Market Value per Share on the date of grant.


 


(iii)    
Notwithstanding the foregoing, an Option may be granted with a per Share exercise price other than as required above if such Option
is granted as an assumption of or in substitution for another option in connection with an Exchange or other corporate transaction.


 


(b)     
Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method
of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the
time of grant). Such consideration may consist of (1) cash; (2) check; (3) with the consent of the Administrator, a
full recourse promissory note bearing interest (at no less than such rate as is a market rate of interest and which then precludes
the imputation of interest under the Code), payable upon such terms as may be prescribed by the Administrator, and structured
to comply with Applicable Laws; (4) with the consent of the Administrator, other Shares which have a Fair Market Value on
the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised; (5) with
the consent of the Administrator, surrendered Shares then issuable upon exercise of the Option having a Fair Market Value on the
date of exercise equal to the aggregate exercise price of the Option or exercised portion thereof; (6) with the consent of
the Administrator, property of any kind which constitutes good and valuable consideration; (7) with the consent of the Administrator,
applicable “cashless” exercise provisions to be included in one or more Option Agreements, or (8) with the consent
of the Administrator, delivery of a notice that the Holder has placed a market sell order with a broker with respect to Shares
then issuable upon exercise of the Options and that the broker has been directed to pay a sufficient portion of the net proceeds
of the sale to the Company in satisfaction of the Option exercise price, provided, that payment of such proceeds is then
made to the Company upon settlement of such sale; or (8) with the consent of the Administrator, any combination of the foregoing
methods of payment.


 



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10. 
Exercise of Option.


 


(a)     
Vesting; Fractional Exercises. Except as provided in Section 13(d) hereof, Options granted hereunder shall be vested
and exercisable according to the terms hereof at such times and under such conditions as determined by the Administrator and set
forth in the Option Agreement. An Option may not be exercised for a fraction of a Share.


 


(b)     
Deliveries upon Exercise. All or a portion of an exercisable Option shall be deemed exercised upon delivery of all of the
following to the Secretary of the Company, his or her office, or such other authorized representative of the Company:


 


(i)       A
written or electronic notice complying with the applicable rules established by the Administrator stating that the Option, or
a portion thereof, is exercised. The notice shall be signed or transmitted electronically, as applicable, by the Holder or other
person then entitled to exercise the Option or such portion of the Option;


 


(ii)      Such
representations and documents as the Administrator, in its good faith, sole discretion, deems necessary or advisable to effect
compliance with Applicable Laws. The Administrator may, in its sole discretion, also take whatever additional actions it deems
appropriate to effect such compliance, including, without limitation, placing legends on share certificates and issuing stop transfer
notices to agents and registrars;


 


(iii)    
Upon the exercise of all or a portion of an unvested Option pursuant to Section 10(h) hereof, a Restricted Stock Purchase
Agreement in a form determined by the Administrator and signed by the Holder or other person then entitled to exercise the Option
or such portion of the Option; and


 


(iv)     In
the event that the Option shall be exercised pursuant to Section 10(f) hereof by any person or persons other than the Holder,
appropriate proof of the right of such person or persons to exercise the Option.


 


(c)     
Conditions to Delivery of Share Certificates. The Company shall not be required to issue or deliver any certificate or
certificates for Shares purchased upon the exercise of any Option or portion thereof nor shall the Holder thereof be deemed to
be a stockholder of the Company prior to fulfillment of all of the following conditions:


 


(i)       The
admission of such Shares to listing on all stock exchanges on which such class of stock is then listed;


 


(ii)      The
completion of any registration or other qualification of such Shares under any state or federal law, or under the rulings or regulations
of the Securities and Exchange Commission or any other governmental regulatory body which the Administrator shall, in its sole
discretion, deem necessary or advisable;


 


(iii)     The
obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its
sole discretion, determine to be necessary or advisable;


 



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(iv)     The
lapse of such reasonable period of time following the exercise of the Option as the Administrator may establish from time to time
for reasons of administrative convenience; and


 


(v)      The
receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which in the sole
discretion of the Administrator may be in the form of consideration used by the Holder to pay for such Shares under Section
9(b) hereof.


 


(d)     
Termination of Relationship as a Service Provider. If a Holder ceases to be a Service Provider other than by reason of
the Holder’s Disability or death, such Holder may exercise his or her Option within such period of time as is specified
in the Option Agreement to the extent that the Option is vested on the date of exercise, or as otherwise provided in the Option
Agreement; provided, however, that, prior to the Public Trading Date, to the extent required by Applicable Law,
such period of time shall not be less than thirty (30) days (but in no event later than the expiration of the term of the Option
as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable
for three (3) months following the Holder’s termination. If, after termination, the Holder does not exercise his or her
Option within the time period specified, herein, the Option shall terminate, and the Shares covered by such Option shall again
become available for issuance under the Plan.


 


(e)     
Disability of Holder. If a Holder ceases to be a Service Provider as a result of the Holder’s Disability, the Holder
may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent the Option is
vested on the date of exercise or as otherwise provided in the Option Agreement; provided, however, that prior to
the Public Trading Date, to the extent required by Applicable Law, such period of time shall not be less than six (6) months (but
in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified
time in the Option Agreement, the Option shall remain exercisable for twelve (12) months following the Holder’s termination.
If, after termination, the Holder does not exercise his or her Option within the time specified, herein, the Option shall terminate,
and the Shares covered by such Option shall again become available for issuance under the Plan.


 


(f)      
Death of Holder. If a Holder dies while a Service Provider, the Option may be exercised within such period of time as is
specified in the Option Agreement; provided, however, that prior to the Public Trading Date, to the extent required
by Applicable Law, such period of time shall not be less than six (6) months (but in no event later than the expiration of the
term of such Option as set forth in the Option Agreement), by the Holder’s estate or by a person who acquires the right
to exercise the Option by bequest or inheritance, but only to the extent that the Option is vested on the date of exercise. In
the absence of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months following
the Holder’s termination. The Option may be exercised by the executor or administrator of the Holder’s estate or,
if none, by the person(s) entitled to exercise the Option under the Holder’s will or the laws of descent or distribution.
If the Option is not so exercised within the time specified, herein, the Option shall terminate, and the Shares covered by such
Option shall again become available for issuance under the Plan.


 



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(g)      
Regulatory Extension. A Holder’s Option Agreement may provide that if the exercise of the Option following the termination
of the Holder’s status as a Service Provider would be prohibited at any time solely because the issuance of shares would
violate the registration requirements under the Securities Act, then the Option shall terminate on the earlier of (i) the expiration
of the term of the Option set forth in Section 8 hereof or (ii) the expiration of a period of three (3) months after the
termination of the Holder’s status as a Service Provider during which the exercise of the Option would not be in violation
of such registration requirements.


 


(h)      
Early Exercisability. The Administrator may provide in the terms of a Holder’s Option Agreement that the Holder may,
at any time before the Holder’s status as a Service Provider terminates, exercise the Option in whole or in part prior to
the full vesting of the Option; provided, however, Shares acquired upon exercise of an Option which has not fully
vested may be subject to any forfeiture, transfer, or other restrictions as the Administrator may determine in its reasonable
discretion or as provided in the Option Agreement.


 


(i)       
Buyout Provisions. The Administrator may at any time offer to buyout for a payment in cash or Shares, an Option previously
granted, based on such terms and conditions as the Administrator shall establish and communicate to the Holder in writing at the
time that such offer is made (provided however that the Holder shall have no obligation to sell such Option unless otherwise provided
in the applicable award agreement).


 


11. 
Non-Transferability of Options and Stock Purchase Rights. Options and Stock Purchase Rights may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution
and may be exercised, during the lifetime of the Holder, only by the Holder.


 


12. 
Stock Purchase Rights.


 


(a)      
Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition to, or in tandem with Options granted
under the Plan and/or cash awards made outside of the Plan. After the Administrator determines that it will offer Stock Purchase
Rights under the Plan, it shall advise the offeree in writing of any terms, conditions, and/or restrictions related to the offer,
including the number of Shares that such person shall be entitled to purchase, the price to be paid, the vesting period for which
such Shares shall be subject to the Company’s right to repurchase such Shares, and the time within which such person must
accept such offer. The offer shall be accepted by execution of a Restricted Stock Purchase Agreement in the form determined by
the Administrator.


 


(b)     
 Repurchase Right. Unless the Administrator determines otherwise, any Restricted Stock Purchase Agreement shall grant the
Company the right to repurchase Shares acquired upon exercise of a Stock Purchase Right that remain subject to the Company’s
repurchase right based upon the vesting schedule determined pursuant to Subsection (a) above upon the termination of the
purchaser’s status as a Service Provider for any reason. The purchase price for any such Shares repurchased by the Company
pursuant to any such repurchase right and the rate at which any such repurchase right shall lapse shall be determined by the Administrator
in its sole discretion, and shall be set forth in the Restricted Stock Purchase Agreement.


 



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(c)       Other
Provisions. Any Restricted Stock Purchase Agreement shall contain such other terms, provisions, and conditions not inconsistent
with the Plan as may be determined by the Administrator in its sole discretion.


 


(d)     
Rights as a Stockholder. Once the Stock Purchase Right is exercised, the purchaser shall have rights equivalent to those
of a stockholder and shall be a stockholder when his or her purchase is entered upon the stock records of the Company. No adjustment
shall be made for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised,
except as provided in Section 13 hereof.


 


13. 
Adjustments upon Changes in Capitalization, Exchange, or Asset Sale.


 


(a)     
Adjustments Authorized. In the event of any Equity Restructuring or any dividend or other distribution (whether in the
form of cash, Common Stock, other securities, or other property), reorganization, Exchange, consolidation, combination, repurchase,
liquidation, dissolution, or sale, transfer, exchange, or other disposition of all or substantially all of the assets of the Company,
or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock
or other securities of the Company, or other similar corporate transaction or event, affects the Common Stock such that an adjustment
is required in order to prevent dilution or, in the Administrator’s good faith, sole discretion, enlargement of the benefits
or potential benefits intended by the Company to be made available under the Plan or with respect to any Option, Stock Purchase
Right, or Restricted Stock, then the Administrator shall, in such manner as it may deem equitable, adjust any or all of:


 


(i)       the
number and kind of shares of Common Stock (or other securities or property) with respect to which Options or Stock Purchase Rights
may be granted or awarded (including, but not limited to, adjustments of the limitations in Section 3 hereof on the maximum
number and kind of shares which may be issued and adjustments of the maximum number of Shares that may be purchased by any Holder
in any calendar year pursuant to Section 6(c) hereof);


 


(ii)      the
number and kind of shares of Common Stock (or other securities or property) subject to outstanding Options, Stock Purchase Rights,
or Restricted Stock; and


 


(iii)    
the grant or exercise price with respect to any Option or Stock Purchase Right.


 


(b)     
Adjustment Actions Authorized. In the event of any transaction or event described in Section 13(a) hereof, the Administrator,
on such terms and conditions as it deems appropriate, either by the terms of the Option, Stock Purchase Right, or Restricted Stock
or by action taken prior to the occurrence of such transaction or event and either automatically or upon the Holder’s request,
is hereby authorized to take, and shall take as applicable, any one or more of the following actions required in order to prevent
dilution or, in the Administrator’s good faith, sole discretion, enlargement of the benefits or potential benefits intended
by the Company to be made available under the Plan or with respect to any Option, Stock Purchase Right, or Restricted Stock granted
or issued under the Plan or to facilitate such transaction or event:


 


(i)       To
provide that such Option, Stock Purchase Right, or Restricted Stock be assumed by the successor or survivor corporation, or a
parent or subsidiary thereof, or shall be substituted for by substantially similar options, rights, or awards covering the stock
of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and
kind of shares and prices; or


 



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(ii)      To
make adjustments in the number and type of shares of Common Stock (or other securities or property) subject to outstanding Options
and Stock Purchase Rights, and/or in the terms and conditions of (including the grant or exercise price), and the criteria included
in, outstanding Options, Stock Purchase Rights, or Restricted Stock or Options, Stock Purchase Rights, or Restricted Stock which
may be granted in the future; provided however that no such adjustment shall have a material adverse effect.


 


(c)     
Proportional Adjustments. In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to
the contrary in Section 13(a) and 13(b) hereof:


 


(i)       The
number and type of securities subject to each outstanding Option or Stock Purchase Right and the exercise price or grant price
thereof, if applicable, will be proportionately adjusted. The adjustments provided under this Section 13(c)(i) shall be
nondiscretionary and shall be final and binding on the affected Holder and the Company.


 


(ii)      The
Administrator shall make such proportionate adjustments, if any, as the Administrator in its reasonable discretion may deem appropriate
to reflect such Equity Restructuring with respect to the aggregate number and kind of shares that may be issued under the Plan
(including, but not limited to, adjustments of the limitations in Section 3 hereof).


 


(d)     
Change in Control. If the Company undergoes a Change in Control, then any surviving corporation or entity or acquiring
corporation or entity, or affiliate of such corporation or entity, may assume any Options, Stock Purchase Rights, and/or Restricted
Stock outstanding under the Plan or may substitute similar stock awards (including an award to acquire the same consideration
paid to the stockholders in the transaction described in this Section 13(d)) for those outstanding under the Plan. In the
event any surviving corporation or entity or acquiring corporation or entity in a Change in Control, or affiliate of such corporation
or entity, does not assume such Options, Stock Purchase Rights, or Restricted Stock or does not substitute similar stock awards
for those outstanding under the Plan, then with respect to (i) Options, Stock Purchase Rights, and Restricted Stock held by participants
in the Plan whose status as a Service Provider has not terminated prior to such event, the vesting of such Options, Stock Purchase
Rights, and Restricted Stock (and, if applicable, the time during which such awards may be exercised) shall be accelerated and
made fully exercisable and all restrictions thereon shall lapse at least ten (10) days prior to the closing of the Change in Control
(and the Options or Stock Purchase Rights terminated if not exercised prior to the closing of such Change in Control) and (ii)
any other Options or Stock Purchase Rights outstanding under the Plan, such Options and Stock Purchase Rights shall be terminated
if not exercised prior to the closing of the Change in Control.


 



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(e)     
No Effect or Restrictions. The existence of the Plan, any Option Agreement or Restricted Stock Purchase Agreement, and
the Options or Stock Purchase Rights granted hereunder shall not affect or restrict in any way the right or power of the Company
or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization, or other change in the
Company’s capital structure or its business, any Exchange or consolidation of the Company, any issue of stock or of options,
warrants, or rights to purchase stock or of bonds, debentures, preferred, or prior preference stocks whose rights are superior
to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution
or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act
or proceeding, whether of a similar character or otherwise.


 


14. 
Time of Granting Options and Stock Purchase Rights. The date of grant of an Option or Stock Purchase Right shall
be, for all purposes, the date on which the Administrator makes the determination granting such Option or Stock Purchase Right,
or such other date as is determined by the Administrator consistent with applicable legal requirements. Notice of the determination
shall be given to each Service Provider to whom an Option or Stock Purchase Right is so granted in writing within a reasonable
time after the date of such grant.


 


15. 
Amendment and Termination of the Plan.


 


(a)     
Amendment and Termination; Conflict. Subject to the requirements of subsection (c), the Board may at any time wholly or
partially amend, alter, suspend, or terminate the Plan. However, without approval of the Company’s stockholders given within
twelve (12) months before or after the action by the Board, no action of the Board may, except as provided in Section 13
hereof, increase the limits imposed in Section 3 hereof on the maximum number of Shares which may be issued under
the Plan or extend the term of the Plan under Section 7 hereof. Notwithstanding anything to the contrary herein, to the
extent that the terms of any award agreement pursuant to this Plan conflict with this Plan, the terms of the award agreement shall
govern.


 


(b)     
Stockholder Approval. The Board shall obtain stockholder approval of any Plan amendment to the extent necessary and desirable
to comply with Applicable Laws.


 


(c)     
Effect of Amendment or Termination. Notwithstanding anything to the contrary contained herein, no amendment, alteration,
suspension, or termination of the Plan or any Option or Stock Purchase Right shall impair or adversely affect the rights of any
Holder, unless mutually agreed otherwise between the Holder and the Administrator, which agreement must be in writing and signed
by the Holder and the Company. Termination of the Plan shall not affect the Administrator’s ability to exercise the powers
granted to it hereunder with respect to Options, Stock Purchase Rights, or Restricted Stock granted or awarded under the Plan
prior to the date of such termination.


 



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16. 
Stockholder Approval. On or prior to the Closing Date (as defined in the Purchase Agreement), the holders of a majority
of the shares of voting Common Stock of the Company prior to the date of Closing, will execute and deliver corporate resolutions
to the Board approving the Plan. Options or Stock Purchase Rights may be granted prior to such approval by such majority stockholders,
provided, that if such approval has not been obtained as of December 31, 2017, all Options and Stock Purchase Rights previously
granted under the Plan shall thereupon be canceled and become null and void and any Shares issued upon exercise thereof shall
immediately, and without further action on the part of the Company, be rescinded.


 


17. 
Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any
Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.


 


18. 
Reservation of Shares. The Company, during the term of the Plan, shall at all times reserve and keep available such
number of Shares as shall be sufficient to satisfy the requirements of the Plan.


 


19. 
Intentionally deleted.


 


20. 
Rules Particular To Specific Countries.


 


(a)     
Generally. To the extent required by the Company, each Holder agrees that he or she shall enter into an election with the
Company or a Subsidiary (in a form approved by the Company) under which any Tax Liability (as defined below) including, but not
limited to, National Insurance Contributions (“NICs”) and any Fringe Benefit Tax (“FBT”),
is transferred to and met by the Plan participant. For purposes of this Section 20, Tax Liability shall mean any and all
liability under applicable non-U.S. laws, rules, or regulations, from any income tax, the Company’s (or a Subsidiary’s)
NICs, FBT, or similar liability, and the Service Provider’s NICs, FBT, or similar liability under applicable non-U.S. law
that are attributable to: (A) the grant, vesting, or exercise of, or any other benefit derived by the Plan participant from an
Option, Stock Purchase Right, or Restricted Stock; (B) the acquisition by the Plan participant of the Shares on exercise of an
Option or the acquisition by the Plan participant of the Shares pursuant to a Stock Purchase Right; or (C) the disposal of any
Shares acquired by the Plan participant pursuant to an Option or a Stock Purchase Right granted under the Plan.


 


(b)     
Addendum. Notwithstanding anything herein to the contrary, the terms and conditions of the Plan with respect to Service
Providers who are tax residents of a particular country other than the United States may be subject to an addendum to the Plan
in the form of an Appendix. To the extent that the terms and conditions set forth in an Appendix conflict with any provisions
of the Plan, the provisions of the Appendix shall govern. The adoption of any such Appendix shall be pursuant to Section 15
above.


 



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21. 
Investment Intent. The Company may require a Plan participant, as a condition of exercising or acquiring stock under
any Option or Stock Purchase Right, (i) to give written assurances satisfactory to the Company as to the participant’s knowledge
and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company
who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together
with the purchaser representative, the merits and risks of exercising the Option or Stock Purchase Right; and (ii) to give written
assurances satisfactory to the Company stating that the participant is acquiring the stock subject to the Option or Stock Purchase
Right for the participant’s own account and not with any present intention of selling or otherwise distributing the stock.
The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (A) the issuance of
the shares upon the exercise or acquisition of stock under the applicable Option or Stock Purchase Right has been registered under
a then currently effective registration statement under the Securities Act or (B) as to any particular requirement, a determination
is made by counsel for the Company that such requirement need not be met in the circumstances under then applicable securities
laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such
counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends
restricting the transfer of the stock.


 


22. 
Section 409A. To the extent that the Administrator determines that any Option, Stock Purchase Right, or Restricted
Stock granted or awarded under the Plan is subject to Section 409A of the Code, the agreement evidencing such Option, Stock Purchase
Right, or Restricted Stock shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable,
the Plan and the agreement evidencing such option, Stock Purchase Right, or Restricted Stock shall be interpreted in accordance
with Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding
any provision of the Plan to the contrary, in the event that the Administrator determines that any Option, Stock Purchase Right,
or Restricted Stock may be subject to Section 409A of the Code and related Department of Treasury regulations and other interpretive
guidance issued thereunder, the Administrator may adopt such amendments to the Plan and the applicable agreement or adopt other
policies and procedures (including amendments, policies, and procedures with retroactive effect), or take any other actions, that
the Administrator determines are necessary or appropriate to (a) exempt the Option, Stock Purchase Right, or Restricted Stock
from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Option,
Stock Purchase Right, or Restricted Stock, or (b) comply with the requirements of Section 409A of the Code and related Department
of Treasury regulations and other interpretive guidance thereunder and thereby avoid the application of any penalty taxes under
such Section.


 


23. 
Governing Law. This Plan shall be governed by and construed in accordance with the laws of the State of Delaware
excluding that body of law pertaining to conflicts of law.


 


*    *    *    *    *


 



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I
hereby certify that the Plan was duly adopted by the Board of Directors of Hightimes Holding Corp. on February 27, 2017.


 


I
further certify that the foregoing Plan was approved and ratified by the holders of a majority of the outstanding shares of common
stock of Hightimes Holding Corp. on February 27, 2017.


 


Executed
on as of this 15th day of August 2017.


 


	 	HIGHTIMES HOLDING CORP..
	 	 	 
	 	By:	/s/
    Adam E. Levin
	 	Name:  	Adam E. Levin
	 	Title:	Chief Executive Officer


 



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