Exhibit 10.39


 


CERTAIN
CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I)
NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.


 


RESIGNATION
AGREEMENT AND GENERAL RELEASE


 


This
Resignation Agreement and General Release (“Agreement”) is entered into by and between Ron Goodson (“You”)
and Randy Taylor Consulting, LLC, an indirect subsidiary of Harvest Health & Recreation Inc., a British Columbia corporation
(the “Company”) (collectively, the “parties”).


 


RECITALS


 


A.
You notified the Company that, at your sole discretion, you wished to resign your employment with the Company, which resignation
the Company accepted effective December 31, 2020 (“Resignation Date”).


 


B.
Considering your departure, You and the Company, with the mutual intent to ensure a clear and amicable transition and mutual understanding
regarding ongoing obligations and terms, have negotiated this Resignation Agreement and General Release (the “Agreement”),
each side agreeing that the covenants and commitments described herein are mutually agreeable and provide sufficient consideration
for the forbearances and obligations being accepted herein.


 


C.
It is understood and agreed that by entering into this Agreement, the Company is not to be construed as admitting any liability
or obligation to You other than to comply with the terms of this Agreement and any liability is expressly denied.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the mutual covenants and conditions described below, and intending to be legally bound thereby,
the parties covenant and agree as follows:


 


1.
Separation Terms: You and the Company agree to the following:


 


A.
Your final paycheck for the final 2 weeks of 2020 in the amount of Seven-Thousand-Six-Hundred-Ninety-Two Dollars and 31/100 ($7,692.31)
will be paid out on January 8th 2021 according to the Company’s regular payroll process.


 


B.
Payment for what was referred to in your offer letter as the deferred portion of your compensation will be calculated at Two-Thousand-Eight-Hundred-Eighty-Four
Dollars and 61/100 ($2,884.61) per week. Your employment with the Company extended between December 23, 2019 and December 31,
2020. The total amount of what was referred to as the deferred portion of your compensation will be One-Hundred-Fifty-Five-Thousand-Seven-Hundred-Sixty-Nine
Dollars and 23/100 ($155,769.23), less applicable taxes and withholdings, to be paid January 8th 2021.


 




    	 



     


    

 


C.
The Company will process Twenty-Five-Thousand-Five-Hundred Dollars and 00/100 ($25,500.00) from the total deferred amount identified
in subparagraph B, above, ($155,769.23), into your 401K ABG (Alliance Benefit Group) account, pursuant to the plan terms and regulations
governing such contributions.


 


D.
The Company will process Six-Thousand-Five-Hundred Dollars and 00/100 ($6,500.00) from the total deferred amount identified in
subparagraph B, above, ($155,769.23), into your HSA (Health Savings account) pursuant to applicable guidelines and regulations
related to such contributions.


 


E.
The Company will pay you a lump sum payment equal to approximately two (2) months’ payment for continuing health benefits
under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) in the amount of Eight-Hundred-Three Dollars and
50/100 ($803.50), less lawfully required withholdings, payable within fifteen (15) business days following the Effective Date
of this Agreement.


 


F.
As agreed by the Harvest Executive team for the year 2020, of which you were a part, no executive with the Company will be eligible
for, and/or will be receiving, a bonus for the year 2020 and You agree and understand that this means you are not entitled to
any bonus for the year 2020. You further understand and agree that you would not have been eligible for a bonus for the year 2020
even had your employment with the Company continued; and


 


G.
In response to any future reference inquiries, the Company will provide, on Your behalf, a neutral reference and confirmation
of your employment, the dates thereof, and the title you held. All such reference inquiries should be directed to the attention
of Chona Guang, Vice President of Human Resources, at [***].


 


2.
Release: In exchange for the obligations and forbearances described herein, by execution of this Agreement, You and
the Company mutually release and forever discharge as to the other any and all claims, demands, actions, causes of action, obligations,
judgments, rights, fees, damages, liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever, whether
known or unknown (collectively “Claim” or “Claims”). With regard to your release of Claims which may exist
or which may be alleged to exist against the Company, you do so on behalf of Yourself and Your heirs, executors, administrators,
and assigns, and do so with regard to the Company, any of its parent, affiliated and subsidiary entities, and each of their respective
past, present, and future agents, members, managers, officers, directors, partners, principals, shareholders, owners, employees,
contractors, attorneys, insurers, successors and assigns (collectively “Company Released Parties”). Such release
includes, without limitation, all Claims under any federal, state, local or foreign law, that You have, may have, or have ever
had, arising out of, or in any way related to Your hire, benefits, employment, separation from employment, and any actual or alleged
act, omission, transaction, practice, conduct, occurrence or other matter that existed or arose on or before the date of Your
execution of this Agreement, including but not limited to any Claims under the United States and any State Constitutions, the
Arizona Civil Rights Act (Ariz. Rev. Stat. Ann. §§ 41-1461 through 41-1465), Title VII of the Civil Rights Act, the
Americans with Disabilities Act, the Equal Pay Act, the Employee Retirement Income Security Act (with respect to unvested benefits),
the Age Discrimination in Employment Act, the Older Workers Benefits Protection Act, the Civil Rights Act of 1991, Section 1981
of U.S.C. Title 42, the Sarbanes-Oxley Act of 2002, the Worker Adjustment and Retraining Notification Act, the Family Medical
Leave Act, the Rehabilitation Act, the Occupational Safety and Health Act, the Fair Labor Standards Act, and any and every other
federal, state and local law (statutory, regulatory or otherwise), ordinance, public policy, and any common law tort and/or contract
claims, including, but not limited to, any claims of wrongful discharge, defamation, emotional distress, tortious interference
with contract, invasion of privacy, nonphysical injury, personal injury or sickness or any other harm or injury whatsoever.


 




    	 



     


    

 


Protected
Rights: Nothing in this Agreement shall prohibit You from (i) communicating with or filing a charge or complaint with the
Equal Employment Opportunity Commission (“EEOC”), National Labor Relations Board (“NLRB”), or Securities
and Exchange Commission (“SEC”) or any other federal, state or local administrative or regulatory agency, or (ii)
participating in any investigation or proceedings conducted by the EEOC, NLRB, SEC or any other federal, state or local administrative
or regulatory agency. However, You expressly waive any right to monetary relief from Company in the event that the EEOC, NLRB,
SEC or any other federal, state or local administrative or regulatory agency pursues any claim on Your behalf, unless such waiver
of individual relief is prohibited Furthermore, this general release of Claims excludes, and You do not waive, release or discharge,
any Claims under state workers’ compensation or unemployment laws or Claims by You that cannot be released by a private
agreement


 


3.
Confidentiality of Agreement: Except as permitted under the Protected Rights Section, You agree not to disclose the
existence or terms of this Agreement or the negotiations leading up to this Agreement, except to Your immediate family members,
financial and legal advisors, or as may be required by law. However, each person to whom You make a permitted disclosure hereunder
shall be bound to this confidentiality section and any breach by such person shall constitute a breach by You of this section.


 


4.
Non-Disparagement: Except as permitted under the Protected Rights section above, You will not make any oral or written
statements that are knowingly false, disparaging, or detrimental towards the Company Released Parties, or any of their respective
products, services, representatives, employees or agents, including, but not limited to, statements made on social media. The
Company agrees that its current corporate officers, specifically: Steve White, Joe Sai, Deborah Keeley, and Nicole Stanton, will
not make any disparaging or detrimental statement about you in any publication, including statements made on social media.


 


5.
Continuing Cooperation; Duty to Notify: You will voluntarily cooperate with the Company in connection with all business
and legal matters with which You were involved or became aware during Your employment with the Company, or any of its affiliated
entities. This obligation to cooperate includes spending adequate time with the Company’s legal counsel to review Your knowledge
related to such matter or proceeding as counsel may deem necessary, including but not limited to the review of documents, the
discussion of the case and preparation for interviews, depositions or trial. The Company agrees to reimburse you for any required
and reasonable out of pocket expenses related to such cooperation. In seeking reimbursement under this Paragraph, you agree that
you will provide proof of the actual cost related to any expense for which you seek reimbursement. Further, in the event You become
legally compelled to disclose information about the Company or Your employment with the Company (under the terms of a valid and
effective subpoena or order issued by a court or arbitrator of competent jurisdiction, or by a demand or information request from
an executive or administrative agency or other governmental authority), You shall, unless prohibited by law, promptly notify the
Company of such required disclosure so as to permit the Company a reasonable opportunity to seek a protective order or other similar
remedy. In addition, You shall independently exercise reasonable efforts to (i) narrow the scope of disclosure and (ii) make such
disclosure only to the extent so required. This obligation to cooperate and disclose is not intended to and shall not be construed
so as to in any way limit or affect the testimony which You may give in any legal proceeding. It is understood and agreed that
You will at all times testify fully, truthfully and accurately, whether in deposition, trial or otherwise.


 




    	 



     


    

 


6.
Avowals and Acknowledgements: You affirm, acknowledge, and agree as follows:


 


	 	A.	You
    have not filed, caused to be filed and are presently not a party to any lawsuit, action, complaint, charge, claim, or legal
    or administrative proceeding, against any of the Released Parties in any forum or form;
	 	 	 
	 	B.	With
    the payments contemplated in this agreement and the regular payroll payments you are to receive as compensation for your work
    through the date of your resignation, you affirmatively recognize and agree that you have received all compensation to which
    you are owed for work performed for the Company during your employment. More specifically, you have received all compensation,
    wages, bonuses, commissions, benefits and expense reimbursement which You were owed during Your employment with the Company,
    You have not worked any time for which You have not been compensated, and no other compensation, wages, bonuses, commissions,
    benefits, options, retroactive payment, deferred payment, or expense reimbursements are due to You, except as provided for
    under this Agreement;
	 	 	 
	 	C.	You
    have no known workplace injuries or occupational diseases resulting from Your employment with the Company;
	 	 	 
	 	D.	Following
    the Resignation Date, unless explicitly authorized to do so by an officer of the Company, You will not access the Company’s
    internal communication systems, including, but not limited to, computer or computer network systems, remote email systems,
    or voicemail systems;
	 	 	 
	 	E.	You
    will, by the Resignation Date, or other date explicitly agreed to, in writing, by an authorized representative of the Company,
    return all Company-related documents and records (electronic, paper or otherwise and all copies of the foregoing), materials,
    software, equipment, and other physical property, including, but not limited to, Your state or Company-issued badge(s), and
    Company-issued laptop or phone (as applicable), that came into Your possession or was produced by You in connection with Your
    employment;
	 	 	 
	 	F.	You
    have supplied the Company with all passwords for Your work-related computer(s) and accounts;


 




    	 



     


    

 


	 	G.	You
    are in possession of all Your personal property that You brought to the Company’s premises and that the Company is not
    in possession of any of Your personal property; and
	 	 	 
	 	H.	You
    remain bound by the terms and conditions of any agreement You signed during Your employment that imposes post-employment obligations
    on You, including, but not limited to, the Employment Dispute Resolution Agreement and Confidential Information & Invention
    Assignment Agreement. The Parties explicitly agree that non-compete obligations do not apply to, and You may work with or
    for, the following Companies: PepsiCo, CaboElla, Lighthouse Strategies, and D9 Commercial Extraction in California, insofar
    as such work does not require that you violate any confidentiality or non-solicitation obligations you have toward Harvest
    and/or use any Harvest confidential information in fulfilling such work or services.


 


7.
Consult Counsel; Time to Consider and Revoke the Agreement:


 


A.
You are advised to consult with an attorney of Your choosing prior to executing this Agreement.


 


B.
You have 21 days to consider this Agreement from the date of receipt, but You may sign before the expiration of the 21-day consideration
period to expedite receipt of certain benefits described herein. If not accepted within this 21-day consideration period, the
Agreement will be considered withdrawn. Any non-material changes that are made to this Agreement from the version originally presented
to You do not extend the 21-day consideration period. You may revoke this Agreement at any time within seven (7) days following
Your execution of the Agreement by sending written notice of revocation to the attention of Chona Guang at [***], on or before
the expiration of the revocation period. This Agreement shall not become effective or enforceable until the revocation period
has expired (“Effective Date”).


 


8.
Voluntary Agreement. You understand, agree, and acknowledge that:


 


A.
You are permitted a full twenty-one (21) days within which to consider this Agreement before executing it and if You execute this
Agreement in fewer than twenty-one (21) days, You have freely and knowingly waived the remainder of this time period;


 


B.
If You sign and return this Agreement in fewer than twenty-one (21) days (and do not revoke the Agreement), You will receive certain
benefits described herein sooner;


 


C.
Changes made to this Agreement, whether material or immaterial, do not restart the twenty-one (21) day consideration period;


 


D.
You have carefully read and fully understand all of the provisions of this Agreement;


 


E.
You are, through this Agreement, releasing Company and all Company Released Parties (as defined in Paragraph 2) from any and all
claims You may have against it/them;


 




    	 



     


    

 


F.
You knowingly and voluntarily agree to all the terms set forth in this Agreement;


 


G.
You knowingly and voluntarily intend to be legally bound by all of the terms of this Agreement;


 


H.
You have been and hereby are advised in writing to consider the terms of this Agreement and to consult with an attorney of Your
choice prior to executing this Agreement;


 


I.
You have a full seven (7) days following the execution of this Agreement to revoke this Agreement by delivering a written notice
of revocation to Chona Guang at [***], and have been and are advised that this Agreement shall not become effective or enforceable
until the revocation period has expired;


 


J.
This Agreement becomes effective on the eighth day after You sign this Agreement (“Effective Date”), provided You
timely return the Agreement to Company and You do not revoke this agreement; and


 


K.
Rights or claims under the Age Discrimination in Employment Act (29 U.S.C. § 621, et. seq.) that may arise after the date
of this Agreement is executed are not waived, and nothing in this Agreement limits or affects Your right to challenge the validity
of this Agreement under the ADEA or the OWBPA.


 


9.
General Provisions:


 


A.
This Agreement shall be deemed drafted equally by all parties hereto. The language of all parts of this Agreement shall be construed
as a whole, according to its fair meaning, and any presumption or other principle that the language herein is to be construed
against any party shall not apply. This Agreement shall be binding upon and inure to the benefit of the parties’ heirs,
administrators, representatives, executors, successors and assigns.


 


B.
This Agreement shall be governed in all respects, whether as to validity, construction, capacity, performance, or otherwise by
the laws of the State of Arizona. No action involving this Agreement may be brought except before an arbitrator pursuant to the
procedures described in the Company’s Employment Dispute Resolution Agreement.


 


C.
If any provision of this Agreement is held by an arbitrator to be invalid, void, or unenforceable for whatever reason, the remaining
provisions of this Agreement shall nevertheless continue in full force and effect without being impaired in any manner whatsoever.


 


D.
Except for the Employment Dispute Resolution Agreement, Confidential Information & Invention Assignment Agreement, and any
other agreement(s) You signed during Your employment that impose post-employment obligations on You, this Agreement constitutes
the sole and entire agreement between the parties, and supersedes any and all understandings and agreements made prior hereto
which may be deemed to conflict with the terms herein, if any. There are no collateral understandings, representations, or agreements
other than those contained herein. No provision of this Agreement shall be amended, waived or modified except by an instrument
in writing, signed by the parties.


 




    	 



     


    

 


You
hereby represent that You have read and understand the contents of this Agreement, that no representations other than those contained
herein have been made to induce or influence Your execution of this Agreement, but that You execute this Agreement knowingly and
voluntarily and upon independent advice of Your own choosing.


 


	 	 	 	Randy
    Taylor Consulting, LLC
	 	 	 	 	 
	Date:	1/7/2021	 	By:	/s/ Steve White
	 	 	 	 	 
	 	 	 	Its:
    	CEO
	 	 	 	 	 
	Date:	1/7/2021	 	/s/
    Ron Goodson
	 	 	 	Ron
    Goodson