Exhibit 10.25


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement
(“Agreement”) is entered into on December 28, 2020 (“Effective Date”) by and between Vireo Health, Inc.,
a Delaware corporation (the “Company”) and Kyle Kingsley, an individual residing in the State of Minnesota (“Employee”)
(collectively “Parties” or individually “Party”).


 


RECITALS


 


WHEREAS, the
Company desires to continue to employ Employee pursuant to the terms of this Agreement and Employee desires to accept such employment
pursuant to the terms of this Agreement; and


 


WHEREAS, during
Employee’s employment with the Company, Employee has been and will become acquainted with technical and nontechnical information
which the Company has developed, acquired and uses, or which the Company has developed, acquired or used, or will develop, acquire
or use, and which is commercially valuable to the Company and which the Company desires to protect, and Employee may contribute
to such information through inventions, discoveries, improvements or otherwise.


 


NOW, THEREFORE,
in consideration of the employment of Employee by the Company, and further in consideration of the salary, wages or other compensation
and benefits to be provided by the Company to Employee, and for additional mutual covenants and conditions, the receipt and sufficiency
of which are hereby acknowledged, the Company and Employee, intending legally to be bound, hereby agree as follows:


 


AGREEMENT


 


In consideration of
the above recitals and the mutual promises set forth in this Agreement, the Parties agree as follows:


 


1.            Nature
and Capacity of Employment.


 


1.1            Title
and Duties. Effective as of Effective Date, the Company will employ Employee as its Chief Executive Officer, pursuant to the
terms and conditions set forth in this Agreement. Employee will perform such duties and responsibilities for the Company as the
Company’s Board of Directors (the “Board”) may assign to Employee from time to time consistent with Employee’s
position. The Employee hereby agrees to act in that capacity under the terms and conditions set forth in this Agreement. Employee
shall serve the Company faithfully and to the best of Employee’s ability and shall at all times act in accordance with the
law, excepting only the Controlled Substances Act as it applies to the state-licensed operations of the Company. Employee shall
devote Employee’s full working time, attention and efforts to performing Employee’s duties and responsibilities under
this Agreement and advancing the Company’s business interests. Employee shall follow applicable policies and procedures adopted
by the Company from time to time, including without limitation the Company’s Code of Conduct, Employee Handbook and other
Company policies, including those relating to business ethics, conflict of interest, nondiscrimination and non-harassment. Employee
shall not, without the prior written consent of the Board, accept other employment, excepting only that employment described in
Schedule 1.1 to this Agreement, or engage in other business activities during Employee’s employment with the Company
that may prevent Employee from fulfilling the duties or responsibilities as set forth in or contemplated by this Agreement. Employee
may participate in civic, religious and charitable activities and personal investment activities to a reasonable extent, so long
as such activities do not interfere with the performance of Employee’s duties and responsibilities hereunder.


 






     


     


    

 


1.2            No
Restrictions. Employee hereby represents and confirms that Employee is under no contractual or legal commitments that would
prevent Employee from fulfilling Employee’s duties and responsibilities as set forth in this Agreement.


 


1.3            Location.
Employee’s employment will be based at the Company’s corporate headquarters. Employee acknowledges and agrees that
Employee’s position, duties and responsibilities may require regular travel, both in the U.S. and internationally.


 


2.            Term.
Unless terminated at an earlier date in accordance with Section 5, the term of Employee’s employment with the Company
under the terms and conditions of this Agreement will be for the period commencing on the Effective Date and ending on the two
(2) year anniversary of the Effective Date (the “Initial Term”). On the two (2) year anniversary of the Effective
Date, and on each succeeding one (1) year anniversary of the Effective Date (each an “Anniversary Date”), the
Term shall be automatically extended until the next Anniversary Date (each a “Renewal Term”), subject to termination
on an earlier date in accordance with Section 5 or unless either Party gives written notice of non-renewal to the other Party
at least one hundred eighty (180) days prior to the Anniversary Date on which this Agreement would otherwise be automatically extended
that the Party providing such notice elects not to extend the Term; provided, however, that if a Change in Control (as defined
in Section 6.5) occurs during the Initial Term or during any Renewal Term then the Term will expire on the one (1) year
anniversary of the date of the Change in Control. The Initial Term together with any Renewal Terms is the “Term.” If
Employee remains employed by the Company after the Term ends for any reason, then such continued employment shall be according
to the terms and conditions established by the Company from time to time (provided that any provisions of this Agreement and the
Restrictive Covenants Agreement (as defined in Section 3) that by their terms survive the termination of the Term shall remain
in full force and effect).


 


3.            Restrictive
Covenants Agreement. On the Effective Date, Employee is executing a Confidential Information, Intellectual Property Rights,
Non-Competition and Non-Solicitation Agreement, in the form of Exhibit A attached hereto and made a part hereof (the “Restrictive
Covenants Agreement”). Employee acknowledges and agrees that the Company’s execution of this Agreement and agreement
to employ Employee are conditioned upon Employee executing the Restrictive Covenants Agreement. Nothing in this Agreement is intended
to modify, amend, cancel or supersede the Restrictive Covenants Agreement in any manner.


 


4.            Compensation,
Benefits and Business Expenses.


 


4.1            Base
Salary. As of the Effective Date, the Company agrees to pay Employee an annualized base salary of USD$360,000.00 (the “Base
Salary”), which Base Salary will be earned by Employee on a pro rata basis as Employee performs services and which shall
be paid according to the Company’s normal payroll practices. For each of the Company’s fiscal years during the Term,
the Board will conduct a periodic review of Employee and, based on that review, establish Employee’s Base Salary in an amount
not less than the Base Salary in effect for the prior year, unless Employee’s Base Salary is reduced as part of a general
reduction in the base salaries for all officers of the Company and in substantially the same proportion as the reduction in the
base salaries for all officers of the Company. The review contemplated by this Section 4.1 need not be formal, nor need it
be conducted on or before a specific date.


 






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4.2            Annual
Incentive Compensation. For each of the Company’s fiscal years during the Term, Employee may be eligible to earn an annualized
cash bonus if and in an amount determined by the Board in its discretion and subject to the terms of any written document addressing
such annual cash bonus as the Board may adopt in its sole discretion. Unless specified otherwise a written annual cash bonus document
applicable to Employee, Employee must be employed on the date any annual cash bonus is paid in order to earn and receive each such
bonus.


 


4.3            [Reserved.]


 


4.4            Employee
Benefits. While Employee is employed by the Company during the Term, Employee shall be entitled to participate in the retirement
plans, health plans, and all other employee benefits made available by the Company, and as they may be changed from time to time.
Employee acknowledges and agrees that Employee will be subject to all eligibility requirements and all other provisions of these
benefits plans, and that the Company is under no obligation to Employee to establish and maintain any employee benefit plan in
which Employee may participate. The terms and provisions of any employee benefit plan of the Company are matters within the exclusive
province of the Board, subject to applicable law.


 


4.5            Paid
Time Off. While Employee is employed by the Company during the Term, Employee shall have available unlimited personal time
off in accordance with the Company’s policies then in effect. Paid time off may be used for illness or other personal business,
or as vacation time off at such times so as not to materially disrupt the operations of the Company. Paid time off is intended
to be used, not stored, and these days shall in no event be converted to cash, nor shall any unused days be paid to Employee upon
termination of his employment under this Agreement.


 


4.6            Business
Expenses. While Employee is employed by the Company during the Term, the Company shall reimburse Employee for all reasonable
and necessary out-of-pocket business, travel and entertainment expenses incurred by Employee in the performance of Employee’s
duties and responsibilities hereunder, subject to the Company’s normal policies and procedures for expense verification and
documentation.


 






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5.            Termination
of Employment.


 


5.1            Termination
of Employment Events. Employee’s employment with the Company is at-will. Employee’s employment with the Company
will terminate immediately upon:


 


		(a)	The date of Employee’s receipt of written notice from the Company of the termination of Employee’s
employment (or any later date specified in such written notice from the Company);



 


		(b)	Employee’s abandonment of Employee’s employment or the effective date of Employee’s
resignation for Good Reason (as defined below) or any other reason (as specified in written notice from Employee);



 


		(c)	Employee’s Disability (as defined below); or



 


		(d)	Employee’s death.



 


5.2            Termination
Date. The date upon which Employee’s termination of employment with the Company is effective is the “Termination
Date.” For purposes of Sections 6.1 or 6.2 only, with respect to the timing of the Pre-CIC Severance Payments or the Post-CIC
Severance Payment (as applicable), the Pre-CIC Benefits Continuation Payments or the Post-CIC Benefits Continuation Payments (as
applicable), the Outplacement Payments, the Termination Date means the date on which a “separation from service” has
occurred for purposes of Section 409A of the Internal Revenue Code, as amended, and the regulations and guidance thereunder
(the “Code”).


 


5.3            Resignation
From Positions. Unless otherwise requested by the Board in writing, upon Employee’s termination of employment with the
Company for any reason Employee shall automatically resign as of the Termination Date from all titles, positions and appointments
Employee then holds with the Company, whether as an officer, director, trustee or employee (without any claim for compensation
related thereto), and Employee hereby agrees to take all actions necessary to effectuate such resignations.


 


6.            Payments
Upon Termination of Employment.


 


6.1            Termination
of Employment Without Cause or for Good Reason During the Term and Before the First Change in Control. If Employee’s
employment with the Company is terminated during the Term by the Company for any reason other than for Cause (as defined in Section 6.4),
or by Employee for Good Reason (as defined in Section 6.6), and the Termination Date occurs before the first Change in Control
to occur during the Term, then the Company shall, in addition to paying Employee’s Base Salary and other compensation earned
through the Termination Date, and subject to Section 6.9,


 


		(a)	pay to Employee as severance pay an amount equal to fifty percent (50%) of Employee’s annualized
Base Salary as of the Termination Date, less all legally required and authorized deductions and withholdings, payable in substantially
equal installments in accordance with the Company’s regular payroll cycle during the twelve (12) month period immediately
following the Termination Date, provided, however, that any installments that otherwise would be payable on the Company’s
regular payroll dates between the Termination Date and the 45th calendar day after the Termination Date will be delayed
until the Company’s first regular payroll date that is more than forty-five (45) days after the Termination Date and included
with the installment payable on such payroll date (the “Pre-CIC Severance Payments”); and



 






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		(b)	if Employee is eligible for and takes all steps necessary to continue Employee’s group health
insurance coverage with the Company following the Termination Date (including completing and returning the forms necessary to elect
COBRA coverage), pay for the portion of the premium costs for such coverage that the Company would pay if Employee remained employed
by the Company, at the same level of coverage that was in effect as of the Termination Date, through the earliest of: (i) the
six (6) month anniversary of the Termination Date, (ii) the date Employee becomes eligible for group health insurance
coverage from any other employer, or (iii) the date Employee is no longer eligible to continue Employee’s group health
insurance coverage with the Company under applicable law (“Pre-CIC Benefits Continuation Payments”).



 


6.2            Termination
of Employment Without Cause or for Good Reason During the Term and Within Twelve (12) Months After the First Change in Control.
If Employee’s employment with the Company is terminated during the Term by the Company for any reason other than for Cause,
or by Employee for Good Reason, and the Termination Date occurs on the date of the first Change in Control to occur during the
Term or before the twelve (12) month anniversary of such Change in Control, then the Company shall, in addition to paying Employee’s
Base Salary and other compensation earned through the Termination Date, and subject to Section 6.9,


 


		(a)	pay to Employee as severance pay an amount equal to one hundred percent (100%) of Employee’s
annualized Base Salary as of the Termination Date, less all legally required and authorized deductions and withholdings, payable
in a lump sum on the Company’s first regular payroll date that is after the expiration of all rescission periods identified
in the Release (as defined in Section 6.9) but in no event later than seventy-five (75) days after the Termination Date (the
 “Post-CIC Severance Payment”); provided, however, if the Post-CIC Severance Payment could be made in two different
calendar years based on the date on which Employee signs the Release and all rescission periods identified in the Release expire,
then the Post-CIC Severance Payment shall be paid in a lump sum in the second calendar year but no later than March 15 of
such calendar year;



 






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		(b)	if Employee is eligible for and takes all steps necessary to continue Employee’s group health
insurance coverage with the Company following the Termination Date (including completing and returning the forms necessary to elect
COBRA coverage), pay for the portion of the premium costs for such coverage that the Company would pay if Employee remained employed
by the Company, at the same level of coverage that was in effect as of the Termination Date, through the earliest of: (i) the
twelve (12) month anniversary of the Termination Date, (ii) the date Employee becomes eligible for group health insurance
coverage from any other employer, or (iii) the date Employee is no longer eligible to continue Employee’s group health
insurance coverage with the Company under applicable law (“Post-CIC Benefits Continuation Payments”); and



 


		(c)	pay up to $10,000.00 for outplacement services by an outplacement services provider selected by
Employee, with any such amount payable by the Company directly to the outplacement services provider or reimbursed to Employee,
in either case subject to Employee’s submission of appropriate receipts before the twelve (12) month anniversary of the Termination
Date (the “Outplacement Payments”).



 


6.3            Other
Termination of Employment Events. If Employee’s employment with the Company is terminated by the Company or Employee
for any reason upon or following the expiration of the Term, or if Employee’s employment with the Company is terminated during
the Term by reason of:


 


		(a)	Employee’s abandonment of Employee’s employment or Employee’s resignation for
any reason other than Good Reason;



 


		(b)	termination of Employee’s employment by the Company for Cause; or



 


		(c)	Employee’s death or Disability,



 


then the Company shall pay to
Employee or Employee’s beneficiary or Employee’s estate, as the case may be, Employee’s Base Salary and other
compensation earned through the Termination Date and Employee shall not be eligible or entitled to receive any severance pay or
benefits from the Company.


 


6.4            Cause
Defined. “Cause” hereunder means:


 


		(a)	Employee’s material failure to perform his job duties competently as reasonably determined
by the Board;



 






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		(b)	gross misconduct by Employee which the Board reasonably determines is (or will be if continued)
demonstrably and materially damaging to the Company;



 


		(c)	fraud, misappropriation, or embezzlement by Employee;



 


		(d)	an act or acts of dishonesty by Employee and intended to result in gain or personal enrichment
of Employee at the expense of the Company;



 


		(e)	Employee’s conviction of or plea of nolo contendere to a felony regardless of whether involving
the Company and whether or not committed during the course of Employee’s employment, other than with respect to any criminal
penalties related to the illegality of possessing or using Marijuana under the Controlled Substance Act, 21 U.S.C. Section 812(b);



 


		(f)	Employee’s violation of the Company’s Code of Conduct, Employee Handbook or other material
written policy, as reasonably determined by the Board; or



 


		(g)	the material breach of this Agreement of the Restrictive Covenants Agreement by Employee.



 


With respect to Section 6.4(a) and
Section 6.4(f), the Company shall first provide Employee with written notice and an opportunity to cure such breach, if curable,
in the reasonable discretion of the Board, and identify with specificity the action needed to cure within fifteen (15) days of
Employee’s receipt of written notice from the Company. If the Company terminates Employee’s employment for Cause pursuant
to this Section 6.4, then Employee shall not be eligible or entitled to receive any severance pay or benefits from the Company.


 


6.5            Change
in Control Defined. “Change in Control” hereunder has the same meaning such term has in the Vireo Health International
Inc. 2019 Equity Incentive Plan, as amended from time to time (the “Equity Incentive Plan”).


 


6.6            Good
Reason Defined. “Good Reason” hereunder means the initial occurrence of any of the following events without Employee’s
consent:


 


		(a)	a material diminution in the Employee’s responsibilities, authority or duties or a change
in his title;



 


		(b)	a material diminution in the Employee’s salary, other than a general reduction in base salaries
that affects all similarly situated Company employees in substantially the same proportions;



 






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		(c)	a relocation of the Employee’s principal place of employment to a location more than fifty
(50) miles from his principal place of employment on the Effective Date; or



 


		(d)	the material breach of this Agreement by the Company.



 


provided, however, that “Good
Reason” shall not exist unless Employee has first provided written notice to the Company of the initial occurrence of one
or more of the conditions under clauses (a) through (d) above within thirty (30) days of the condition’s occurrence,
such condition is not fully remedied by the Company within thirty (30) days after the Company’s receipt of written notice
from Employee, and the Termination Date as a result of such event occurs within ninety (90) days after the initial occurrence of
such event.


 


6.7            Disability
Defined. “Disability” hereunder has the same meaning such term has in the Equity Incentive Plan.


 


6.8            The
Company’s Sole Obligation. In the event of termination of Employee’s employment, the sole obligation of the Company
to provide Employee with severance pay or benefits shall be its obligation to make the payments called for by Section 6.1
or Section 6.2, as the case may be, and the Company shall have no other severance-related obligation to Employee or to Employee’s
beneficiary or Employee’s estate. For avoidance of doubt, nothing in this Section 6.8 affects Employee’s right
to receive any amounts due under the terms of any employee benefit plans or programs (other than any severance-related plan or
program) then maintained by the Company in which Employee participates.


 


6.9            Conditions
To Receive Payments. Notwithstanding the foregoing provisions of this Section 6, the Company will not be obligated to
make the Pre-CIC Severance Payments or Pre-CIC Benefits Continuation Payments under Section 6.1, or the Post-CIC Severance
Payment, Post-CIC Benefits Continuation Payments or Outplacement Payments under Section 6.2, to or on behalf of Employee unless
(a) Employee signs a release of claims in favor of the Company in a form to be prescribed by the Company (the “Release”),
(b) all applicable consideration periods and rescission periods provided by law with respect to the Release have expired without
Employee rescinding the Release, and (c) Employee is in strict compliance with the terms of this Agreement and the Restrictive
Covenants Agreement and any other written agreement between Employee and the Company.


 


7.            Anticipatory
Termination without Cause. If Employee’s employment with the Company is terminated during the Term by the Company for
any reason other than for Cause or by Employee for Good Reason, and a Change in Control occurs (i) within six (6) months
after Employee’s Termination Date or (ii) within one year after Employee’s Termination Date, pursuant to an agreement
executed within sixty (60) days after Employee’s Termination Date, then Employee shall receive an additional cash payment
equal to fifty percent (50%) of Employee’s annualized Base Salary as of the Termination Date, less all legally required and
authorized deductions and withholdings, payable in a single lump sum no later than ten (10) days after the date of such Change
in Control.


 






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8.            Section 409A
and Taxes Generally.


 


8.1            Taxes.
The Company is entitled to withhold on and report the making of such payments as may be required by law as determined in the reasonable
discretion of the Company. Except for any tax amounts withheld by the Company from any compensation that Employee may receive in
connection with Employee’s employment with the Company and any employer taxes required to be paid by the Company under applicable
laws or regulations, Employee is solely responsible for payment of any and all taxes owed in connection with any compensation,
benefits, reimbursement amounts or other payments Employee receives from the Company under this Agreement or otherwise in connection
with Employee’s employment with the Company. The Company does not guarantee any particular tax consequence or result with
respect to any payment made by the Company.


 


8.2            Section 409A.
This Agreement is intended to provide for payments that satisfy, or are exempt from, the requirements of Section 409A, including
Sections 409A(a)(2), (3) and (4) of the Code and current and future guidance and regulations interpreting such provisions,
and should be interpreted accordingly. In furtherance of the foregoing, the provisions set forth below shall apply notwithstanding
any other provision in this Agreement:


 


		(a)	all payments to be made to Employee hereunder, to the extent they constitute a deferral of compensation
subject to the requirements of Section 409A (after taking into account all exclusions applicable to such payments under Section 409A),
shall be made no later, and shall not be made any earlier, than at the time or times specified in this Agreement or in any applicable
plan for such payments to be made, except as otherwise permitted or required under Section 409A;



 


		(b)	the date of Employee’s “separation from service”, as defined in Section 409A
(and as determined by applying the default presumptions in Treas. Reg. §1.409A-1(h)(1)(ii)), shall be treated as the date
of Employee’s termination of employment for purposes of determining the time of payment of any amount that becomes payable
to Employee related to Employee’s termination of employment under Sections 10(a), 10(b) or 10(c), and any reference
to Employee’s “Termination Date” or “termination” of Employee’s employment in Section 6.1
or Section 6.2 shall mean the date of Employee’s “separation from service”, as defined in Section 409A
(and as determined by applying the default presumptions in Treas. Reg. §1.409A-1(h)(1)(ii));



 


		(c)	in the case of any amounts payable to Employee under this Agreement that may be treated as payable
in the form of “a series of installment payments”, as defined in Treas. Reg. §1.409A-2(b)(2)(iii), Employee’s
right to receive such payments shall be treated as a right to receive a series of separate payments for purposes of Treas. Reg.
 §1.409A-2(b)(2)(iii);



 






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		(d)	to the extent that the reimbursement of any expenses eligible for reimbursement or the provision
of any in-kind benefits under any provision of this Agreement would be considered deferred compensation under Section 409A
(after taking into account all exclusions applicable to such reimbursements and benefits under Section 409A): (i) reimbursement
of any such expense shall be made by the Company as soon as practicable after such expense has been incurred, but in any event
no later than December 31st of the year following the year in which Employee incurs such expense; (ii) the
amount of such expenses eligible for reimbursement, or in-kind benefits to be provided, during any calendar year shall not affect
the amount of such expenses eligible for reimbursement, or in-kind benefits to be provided, in any calendar year; and (iii) Employee’s
right to receive such reimbursements or in-kind benefits shall not be subject to liquidation or exchange for another benefit;



 


		(e)	to the extent any payment or delivery otherwise required to be made to Employee hereunder on account
of Employee’s separation from service is properly treated as a deferral of compensation subject to Section 409A after
taking into account all exclusions applicable to such payment and delivery under Section 409A, and if Employee is a “specified
employee” under Section 409A at the time of Employee’s separation from service, then such payment and delivery
shall not be made prior to the first business day after the earlier of (i) the expiration of six months from the date of Employee’s
separation from service, or (ii) the date of Employee’s death (such first business day, the “Delayed Payment Date”),
and on the Delayed Payment Date, there shall be paid or delivered to Employee or, if Employee has died, to Employee’s estate,
in a single payment or delivery (as applicable) all entitlements so delayed, and in the case of cash payments, in a single cash
lump sum, an amount equal to aggregate amount of all payments delayed pursuant to the preceding sentence. Except for any tax amounts
withheld by the Company from the payments or other consideration hereunder and any employment taxes required to be paid by the
Company, Employee shall be responsible for payment of any and all taxes owed in connection with the consideration provided for
in this Agreement; and



 


		(f)	the Parties agree that this Agreement may be amended, as may be necessary to fully comply with,
or to be exempt from, Section 409A and all related rules and regulations in order to preserve the payments and benefits
provided hereunder without additional cost to either Party.



 






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9.            Miscellaneous.


 


9.1       Integration.
This Agreement and the Restrictive Covenants Agreement embody the entire agreement and understanding among the Parties relative
to subject matter hereof and combined supersede all prior agreements and understandings relating to such subject matter, including
but not limited to any earlier offers to Employee by the Company; provided, however, this Agreement and the Restrictive Covenants
Agreement are not intended to supersede or otherwise affect the Equity Incentive Plan or any Award Agreement (as defined in the
Equity Incentive Plan), each of which shall remain in effect in accordance with its terms.


 


9.2       Applicable
Law. All matters relating to the interpretation, construction, application, validity and enforcement of this Agreement are
governed by the laws of the State of Minnesota without giving effect to any choice or conflict of law provision or rule, whether
of the State of Minnesota or any other jurisdiction, that would cause the application of laws of any jurisdiction other than the
State of Minnesota.


 


9.3       Choice
of Jurisdiction. Employee and the Company consent to jurisdiction of the courts of the State of Minnesota and/or the federal
district courts, District of Minnesota, for the purpose of resolving all issues of law, equity, or fact, arising out of or in connection
with this Agreement or Employee’s employment with the Company or the termination of such employment. Any action involving
claims for interpretation, breach or enforcement of this Agreement or related to Employee’s employment with the Company or
the termination of such employment shall be brought in such courts. Each party consents to personal jurisdiction over such party
in the state and/or federal courts of Minnesota and hereby waives any defense of lack of personal jurisdiction or inconvenient
forum.


 


9.4       Employee’s
Representations. Employee represents that Employee is not subject to any agreement or obligation that would prevent or limit
Employee from entering into this Agreement or that would be breached upon performance of Employee’s duties under this Agreement,
including but not limited to any duties owed to any former employers not to compete. If Employee possesses any information that
Employee knows or should know is considered by any third party, such as a former employer of Employee’s, to be confidential,
trade secret, or otherwise proprietary, Employee shall not disclose such information to the Company or use such information to
benefit the Company in any way.


 


9.5       Counterparts.
This Agreement may be executed in several counterparts and as so executed shall constitute one agreement binding on the Parties.


 


9.6       Assignment
and Successors. The rights and obligations of the Company under this Agreement shall inure to the benefit of and will be binding
upon the successors and assigns of the Company. Neither party may, without the written consent of the other party, assign or delegate
any of its rights or obligations under this Agreement except that the Company may, without any further consent of Employee, assign
or delegate any of its rights or obligations under this Agreement to any corporation or other business entity (a) with which
the Company may merge or consolidate, (b) to which the Company may sell or transfer all or substantially all of its assets
or capital stock or equity, or (c) any affiliate or subsidiary of the Company. After any such assignment or delegation by
the Company, the Company will be discharged from all further liability hereunder and such assignee will thereafter be deemed to
be the “Company” for purposes of all terms and conditions of this Agreement, including this Section 9.6. Employee
may not assign this Agreement or any rights or obligations hereunder. Any purported or attempted assignment or transfer by Employee
of this Agreement or any of Employee’s duties, responsibilities, or obligations hereunder is void.


 






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9.7          Modification.
This Agreement shall not be modified or amended except by a written instrument signed by the Parties.


 


9.8          Severability.
The invalidity or partial invalidity of any portion of this Agreement shall not invalidate the remainder thereof, and said remainder
shall remain in fully force and effect.


 


9.9          Opportunity
to Obtain Advice of Counsel. Employee acknowledges that Employee has been advised by the Company to obtain legal advice prior
to executing this Agreement, and that Employee had sufficient opportunity to do so prior to signing this Agreement.


 


9.10        280G
Limitations. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Employee
(a) constitute “parachute payments” within the meaning of Section 280G of the Code and (b) would be
subject to the excise tax imposed by Code Section 4999, then such benefits shall be either be: (i) delivered in full,
or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise
tax under Code Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local
income and employment taxes and the excise tax imposed by Code Section 4999, results in the receipt by Employee, on an after-tax
basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to excise
tax under Code Section 4999. Any determination required under this Section 9.10 will be made in writing by an accounting
firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”),
whose determination will be conclusive and binding upon Employee and the Company for all purposes. For purposes of making the
calculations required by this Section 9.10, the Accountants may make reasonable assumptions and approximations concerning
applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999.
The Company and the Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably
request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur
in connection with any calculations contemplated by this Section 9.10. Any reduction in payments and/or benefits required
by this Section 9.10 shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological
order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will
be the first cash payment to be reduced; (B) accelerated vesting of stock awards, if any, shall be cancelled/reduced next
and in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards
will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and
(C) deferred compensation amounts subject to Section 409A shall be reduced last.


 


[Signature Page Follows]


 






    	 	12	 



     


    

 


THIS EMPLOYMENT
AGREEMENT was voluntarily and knowingly executed by the Parties effective as of the Effective Date first set forth above.


 


 


	 	VIREO HEALTH, INC.
	 	 
	 	/s/ John Heller
	 	By: John Heller
	 	Its: Chief Financial Officer
	 	 
	 	 
	 	EMPLOYEE:
	 	 
	 	/s/ Kyle Kingsley
	 	Kyle Kingsley



 


[Signature Page to Employment Agreement]


 






     


     


    

 


Exhibit A

to Employment Agreement


 


Confidential Information, Intellectual
Property Rights, Non-Competition and

Non-Solicitation Agreement


 






    Exhibit A


     


    

 


Schedule 1.1


 


to Employment Agreement


 


Employee is permitted to engage in the following outside employment
for up to 3 hours per month in the aggregate:


 


Management of Clinical Scribes LLC, MedMacros LLC, Med Note
Masters LLC, Medical Scribe Training Systems LLC, and Doctor Sly LLC (medical devices).


 






    Schedule 1.1