Exhibit 4.10


 


EMPLOYMENT
AGREEMENT


 


This EMPLOYMENT
AGREEMENT (this “Agreement”) is entered into as of February 18 , 2021, by and between Brian
Ward, an individual resident of the State of Illinois (“Executive”), and Verano Holdings Corp., a British
Columbia corporation (the “Company”).


 


A.Executive is an executive officer of Verano Holdings, LLC, a Delaware limited liability company (“Verano”). As
part of a reverse takeover transaction pursuant to a plan of arrangement effected under the laws of British Columbia (the
“Combination”), Verano became a subsidiary of the Company.


 


B. As
part of the Combination, the Company wishes to employ Executive to provide services to the Company and its subsidiaries, including Verano,
in accordance with the terms of this Agreement.


 


C. Executive
wishes to accept employment with the Company and provide such services to the Company and its subsidiaries, including Verano, according
to the terms of this Agreement.


 


D. This
Agreement shall replace and supersede in its entirety any prior employment agreements, arrangements or understandings between Executive,
on the one hand, and the Company, Verano or any of the Company’s other subsidiaries, on the other hand (individually and collectively,
the “Prior Agreement”).


 


NOW,
THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:


 



1. Effectiveness and Employment.


 


(a) In
consideration of Executive’s contributions in effecting the Combination and the services provided to Verano and the Company’s
other subsidiaries at such time, the obligations of the Company in this Agreement shall be deemed to have become effective as of the
date that the Combination was consummated (the “Effective Date”).


 


(b) The
Company hereby agrees to employ Executive, and Executive hereby accepts employment by the Company, upon the terms and conditions set
forth in this Agreement for the period beginning on the Effective Date and ending on the date described in Section 4(a) (the “Employment
Period”).


 


2.
Position and Duties.


 


(a) During
the Employment Period, Executive shall serve as the Chief Financial Officer of the Company, and in connection therewith Executive shall
render such administrative, financial and other executive and managerial services to the Company and its subsidiaries and have the responsibilities
and authority which are consistent with Executive’s position, subject to the power and authority of the Company’s CEO and
Board of Directors (the “Board”) to expand or limit such duties, responsibilities, functions and authority.





 




    	 



    	 



    

 


(b) Executive
shall report to the Company’s Board. Executive shall perform Executive’s duties and responsibilities to the best of Executive’s
abilities in a diligent, trustworthy, businesslike and efficient manner. Executive shall devote Executive’s full business time,
energies and attention during customary business hours (except for permitted vacation periods and periods of illness or other temporary
incapacity) to the business and affairs of the Company and its subsidiaries. So long as Executive is employed by the Company, Executive
shall not, without the prior written consent of the Board, accept other employment or perform other services for compensation or that
interfere with Executive’s employment with the Company; provided, however, that Executive may serve as an officer
or director of or otherwise participate in purely educational, welfare, social, religious and civic organizations, in each of the foregoing
cases so long as such activities are not in competition with the Company or any of its subsidiaries and do not interfere with Executive’s
ability to carry out Executive’s duties under this Agreement.


 


(c) Executive
shall comply with all lawful rules, policies, procedures, regulations and administrative directions now or hereafter reasonably established
by the Board for officers or employees of the Company or any of its subsidiaries.


 


3. Salary
and Benefits. Subject to Section 4:


 


(a) Salary.
During the Employment Period, the Company shall pay Executive a base salary at the annual rate of US$350,000, payable in regular installments
in accordance with the Company’s usual payment practices subject to required withholdings and taxes (the “Base Salary”).


 


(b) Cash
Bonus. During the Employment Period Executive will be entitled to a cash bonus at the end of each calendar year in the amount of
US$150,000 (the “Cash Bonus”), payable in a lump sum on or before the 15th day of the immediately succeeding calendar
year and subject to required withholdings and taxes; provided, that the Cash Bonus shall be deemed earned and payable only in
the event that Executive is employed by the Company and is in compliance with the terms of this Agreement in all material respects as
of the last day of the calendar year in which the Cash Bonus is earned; provided further, that payment of the Cash Bonus (in whole
or in part) will be contingent upon the Company’s and the Executive’s performance.


 


(c) Company
Stock and Incentive Plan. During the Employment Period Executive shall be eligible to receive awards granted pursuant to the Company’s
2021 Stock and Incentive Plan, as may be amended, modified or restated from time to time (the “Plan”), in accordance
with the terms of the Plan and as determined by the Board’s Compensation Committee.


 


(d) Other
Benefits. During the Employment Period, Executive shall be entitled to paid vacation, paid holidays and to participate in all health
insurance plans, retirement plans (including 401(k)), life insurance plans and all other perquisite plans and programs for which executive
officers in the Company are generally eligible (collectively, the “Benefit Plans”), in each case consistent with the
Company’s then-current practice as approved by the Board from time to time. The foregoing shall not be construed to require the
Company to establish such Benefit Plans or to prevent the modification or termination of such Benefit Plans once established, and no
such action or failure thereof shall affect this Agreement. Executive recognizes that the Company and its affiliates have the right,
in their sole discretion, to amend, modify or terminate any Benefit Plans without creating any rights in Executive.


 




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(e) Business
Expenses. During the Employment Period, the Company shall reimburse Executive for all reasonable business expenses incurred by Executive
in the course of performing Executive’s duties under this Agreement; provided such expenses are consistent with the Company’s
policies in effect from time to time with respect to travel, entertainment and other business expenses. As a condition to being issued
such reimbursements, Executive shall submit to the Company on a timely basis business expense reports, including substantiation in accordance
with the Company’s policy as in effect from time to time. For purposes of compliance with Code Section 409A (as defined in Section
23): (i) all expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year
following the taxable year in which such expenses were incurred by Executive, (ii) any such right to reimbursement or in kind benefits
is not subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement or
in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to
be provided, in any other taxable year.


 


4. Employment
Period.


 


(a) The
Employment Period shall begin on the Effective Date and shall continue for three years, and shall thereafter automatically renew for
one year terms unless either party gives the other party no less than 30 days’ notice of its election not to renew, or until Executive’s
employment hereunder is terminated in accordance with Section 4(b).


 


(b) The
Employment Period and Executive’s employment hereunder (i) shall terminate upon Executive’s death or permanent disability
or incapacity, (ii) may be terminated by the Company at any time with or without Cause (as defined in Section 4(f)), and (iii)
may be terminated by Executive at any time.


 


(c) If
Executive’s employment hereunder is terminated either by the Company for Cause or by Executive for any reason during the Employment
Period, then Executive shall be entitled to receive only Executive’s accrued, unpaid Salary, and for the year during which Executive’s
employment hereunder is terminated, accrued but unused vacation time through the effective date of Executive’s termination of employment
(the “Termination Date”), any reimbursements owed for business expenses validly incurred on or prior to the Termination
Date and reimbursable in accordance with Section 3(e) and any accrued but unpaid benefits due and owing to Executive under the
Benefit Plans and as may be provided in the Plan or any award granted pursuant to the Plan (collectively, the “Accrued Obligations”),
and shall not be entitled to any other compensation or benefits.


 


(d) If
Executive’s employment hereunder is terminated without Cause by the Company during the Employment Period, then Executive shall
be entitled to receive the Accrued Obligations and, provided Executive signs and does not revoke a general release of claims against
the Company and its affiliates within the time period designated in the form to be provided by the Company on or within 14 days after
the Termination Date and subject to Executive’s compliance with each obligation pursuant to Section 5, Section 6 and Section
7, Executive shall receive, for a period of ten consecutive months after the effective date of such termination without Cause (i)
the Base Salary (prorated monthly), and (ii) an amount equal to the monthly premiums or cost of coverage under COBRA for Executive (and
his dependents to the extent they are eligible) applicable to the Company’s group health plans, which amount Executive may use,
if he so chooses at his sole discretion, for the payment of COBRA premiums during such period. Any payments or benefits to Executive
under this Section 4(d) shall be paid or provided, as applicable, as and when they would have been paid or provided by the Company
had the termination without Cause not occurred, without postponement of commencement until after the end of the applicable revocation
period for the general release of claims.


 




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(e) If
Executive’s employment hereunder is terminated as a result of Executive’s death, permanent disability or incapacity during
the Employment Period, Executive or Executive’s representatives or beneficiaries shall be entitled to receive only the Accrued
Obligations and any rights to continuation of coverage and to benefits under any Benefit Plans required under applicable law and subject
to Executive’s compliance to the extent possible with each obligation pursuant to Section 5, Section 6 and Section 7.


 


(f) For
purposes of the Agreement, “Cause” shall mean any of Executive’s (i) willful failure to comply with any valid
and legal directive of the Board, (ii) willful engagement in dishonesty, illegal conduct, or gross misconduct, which is, in each case,
injurious to the Company or any of its affiliates; (iii) embezzlement, misappropriation, or intentional fraud, whether or not related
to Executive’s employment with the Company; (iv) indictment, conviction of or plea of guilty or nolo contendere to a crime that
constitutes a felony (or state law equivalent); (v) commission or conviction of a crime which would disqualify Executive for registration
or licensure by the applicable regulatory or licensing authority governing the Company’s or any of its subsidiary’s or affiliate’s
participation in a State-regulated cannabis program; (vi) material breach of any material obligation under this Agreement or any other
written agreement between Executive and the Company or any of its subsidiaries; or (vii) any material failure by Executive to comply
with the Company’s written policies or rules, as they may be in effect from time to time, if such failure causes reputational or
financial harm to the Company or any of its affiliates. For the avoidance of doubt, if any action or omission by Executive could be deemed
a violation of any U.S. federal law relating to the cultivation, harvesting, production, distribution, sale or possession of cannabis,
marijuana or related substances or products containing or relating to the foregoing, and such action or omission is not a violation of,
and is done in compliance with, applicable U.S. state law, then such action or omission shall not be deemed a basis for Cause hereunder.


 


(g) For
purposes of this Agreement, Executive’s permanent disability or incapacity shall be determined in accordance with the Company’s
long-term disability insurance policy, if such a policy is then in effect, or, if no such policy is then in effect, then such permanent
disability or incapacity shall be deemed to have occurred upon Executive’s inability to perform the essential functions of the
position set forth in Section 2(a), after reasonable accommodation by the Company, for a period of at least 180 days, in the aggregate,
during any period of 365 calendar days, unless further time is required as a reasonable accommodation under the Americans with Disabilities
Act.


 


5. Restrictive
Covenants. In consideration of this Agreement and Executive’s substantial direct and indirect benefits arising from the
Combination, Executive, knowingly and intending to be legally bound, agrees as follows.


 




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(a) Noncompetition
Covenant. During the period commencing on the Effective Date and terminating on the second anniversary of the Termination Date (the
“Restricted Period”), Executive shall not directly or indirectly (whether for compensation or without compensation),
as principal, agent, owner, partner, employee, consultant, shareholder, member, director, manager or officer, as the case may be, or
otherwise howsoever, own, operate, be engaged in or connected with the operation of or have any financial interest in or advance, lend
money to, guarantee the debts or obligations of or permit Executive’s name or part thereof to be used or employed in any operation,
whether a proprietorship, partnership, joint venture, company or other entity, legal or otherwise, whatsoever, or otherwise carry on
or engage in any activity or business similar to the Company’s business or be connected or involved in any manner whatsoever in
any activity or business which competes with the Company; provided, however, that such restrictions shall not preclude
Executive from owning stock in the Company or up to 5% of the total outstanding stock of any other publicly traded entity.


 


(b) Non-solicitation
Covenant. During the Restricted Period, Executive shall not, directly or indirectly (whether for compensation or without compensation),
as principal, agent, owner, partner, employee, consultant, shareholder, member, director, manager or officer, as the case may be (other
than as the holder of stock in the Company or a holder of an ownership interest of not more than 5% of the total outstanding stock of
any other publicly traded entity):


 


(i) interfere
with, disrupt or obtain business from, accept business from or contact any current or former party engaging in business with the Company
or any of its subsidiaries (or attempt to do any of the foregoing), in each case with respect to any activity or business engaged in
by the Company or any of its subsidiaries with such party, whether in whole or in part; or


 


(ii) induce
or attempt to induce any employee of the Company or any of its subsidiaries to terminate employment with the Company or such subsidiary,
hire or participate in the hiring of any employee or independent contractor of the Company or any of its subsidiaries, or interfere with
or attempt to disrupt the relationship, contractual or otherwise, between the Company or any of its subsidiaries and any of their respective
employees or independent contractors. For purposes of this paragraph, an employee or independent contractor means any person employed
or contracted by the Company or any of its subsidiaries during the Employment Period.


 


6. Confidentiality.
In consideration of this Agreement, Executive’s substantial direct and indirect benefits arising from the Combination, and Executive’s
access to Confidential Information (as defined below), Executive, knowingly and intending to be legally bound, agrees as follows.


 


(a) Executive
will not at any time (whether during or after Executive’s employment with the Company) (i) retain or use for the benefit, purposes
or account of Executive or any other person; or (ii) disclose, divulge, reveal, communicate, share, transfer or provide access to any
person outside the Company (other than its professional advisers who are bound by confidentiality obligations), any non-public, proprietary
or confidential information, including without limitation, trade secrets, know-how, research and development, software, databases, inventions,
processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing,
costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising,
sales, marketing, promotions, government and regulatory activities and approvals, in each case concerning the past, current or future
business, activities and operations of the Company, its subsidiaries or affiliates or any third party that has disclosed or provided
any of such information to the Company or any of its subsidiaries on a confidential basis (collectively, “Confidential Information”)
without the prior written authorization of the Board; provided, that Executive may disclose such information to Executive’s
legal and financial advisors for the limited purpose of enforcing Executive’s rights under this Agreement so long as Executive
requires that such legal and financial advisors not disclose such information, and Executive shall be liable for any disclosure by such
legal or financial advisors.


 




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(b) Confidential
Information shall not include any information that is: (i) generally known to the industry or the public other than as a result of Executive’s
breach of this Agreement or any breach of other confidentiality obligations by third parties; (ii) made legitimately available to Executive
by a third party without breach of any confidentiality obligation; or (iii) required by applicable law to be disclosed; provided that
Executive shall give prompt written notice to the Company of such requirement, disclose no more information than is so required, and
cooperate with any attempts by the Company to obtain a protective order or similar treatment.


 


(c) Executive
acknowledges, agrees, and understands that (i) nothing in this Agreement prohibits Executive from reporting to any governmental authority
or attorney information concerning suspected violations of law or regulation, provided that Executive does so consistent with 18 U.S.C.
§ 1833, and (ii) Executive may disclose trade secret information to a government official or to an attorney and use it in certain
court proceedings without fear of prosecution or liability, provided that Executive does so consistent with 18 U.S.C. § 1833.


 


(d) Except
to the extent disclosed by the Company as may be required by applicable securities and other laws or applicable stock exchange listing
standards, Executive will not disclose to anyone, other than Executive’s spouse, legal or financial advisors or members of the
Company’s senior management, the existence or contents of this Agreement.


 


(e) Upon
termination of Executive’s employment with the Company for any reason, Executive shall: (i) cease and not thereafter commence use
of any Confidential Information or intellectual property (including, without limitation, any patent, invention, copyright, trade secret,
trademark, trade name, logo, domain name or other source indicator) owned or used by the Company, its subsidiaries or affiliates; (ii)
immediately return to the Company, at the Company’s option, all originals and copies in any form or medium (including memoranda,
books, papers, plans, computer files, letters and other data) in Executive’s possession or control (including any of the foregoing
stored or located in Executive’s office, home, laptop or other computer, whether or not Company property) that contain Confidential
Information or otherwise relate to the business of the Company, its affiliates and subsidiaries, except that Executive may retain only
those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information or are not related to the
Company’s business; and (iii) notify and fully cooperate with the Company regarding the delivery of any other Confidential Information
of which Executive is or becomes aware.


 




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7. Intellectual
Property. In consideration of this Agreement and Executive’s substantial direct and indirect benefits arising from the
Combination, Executive, knowingly and intending to be legally bound, agrees as follows.


 


(a) If
Executive has created, invented, designed, developed, contributed to or improved any works of authorship, inventions, intellectual property,
materials, documents or other work product (including, without limitation, research, reports, software, databases, systems, applications,
presentations, textual works, content or audiovisual materials) (“Works”), either alone or with third parties, prior
to Executive’s employment by the Company, that are relevant to or implicated by such employment (“Prior Works”),
Executive hereby grants the Company and its subsidiaries a perpetual, non-exclusive, royalty-free, worldwide, assignable, sub-licensable
license under all rights and intellectual property rights (including rights under patent, industrial property, copyright, trademark,
trade secret, unfair competition and related laws) therein for all purposes in connection with the Company’s or any of its subsidiaries’
current and future business. Executive shall provide the Company with a written list of all Prior Works within 15 days after the Effective
Date.


 


(b) If
Executive creates, invents, designs, develops, contributes to or improves any Works, either alone or with third parties, at any time
during Executive’s employment by the Company and within the scope of such employment or with the use of any resources of the Company
or any of its subsidiaries (“Company Works”), Executive shall promptly and fully disclose the Company Works to the
Company and hereby irrevocably assigns, transfers and conveys, to the maximum extent permitted by applicable law, all rights and intellectual
property rights therein (including rights under patent, industrial property, copyright, trademark, trade secret,
unfair competition and related laws) to the Company to the extent ownership of any such rights does not vest originally in the Company.


 


(c) Executive
shall keep and maintain adequate and current written records (in the form of notes, sketches, drawings and any other form or media requested
by the Company) of all Company Works. The records will be available to and remain the sole property and intellectual property of the
Company at all times.


 


(d) Executive
shall take all requested actions and execute all requested documents (including any licenses or assignments required by a government
contract) at the Company’s expense (but without further remuneration) to assist the Company in validating, maintaining, protecting,
enforcing, perfecting, recording, patenting or registering any of the Company’s rights in the Prior Works and Company Works. If
the Company is unable for any other reason to secure Executive’s signature on any document for this purpose, then Executive hereby
irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and attorney in
fact, to act for and in Executive’s behalf and stead to execute any documents and to do all other lawfully permitted acts in connection
with the foregoing.


 


(e) Executive
shall not improperly use for the benefit of, bring to any premises of, divulge, disclose, communicate, reveal, transfer or provide access
to, or share with the Company or any of its subsidiaries any confidential, proprietary or non-public information or intellectual property
relating to a former employer or other third party (in each case that is not then a subsidiary of the Company) without prior written
permission of such third party. Executive shall comply with all relevant policies and guidelines of the Company regarding the protection
of confidential information and intellectual property and potential conflicts of interest. Executive acknowledges that the Company may
amend any such policies and guidelines from time to time, and that Executive remains at all times bound by their most current version
that has been communicated to Executive.


 




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8. Return
of Company Property. At the termination of the Employment Period and at any other time upon the request of the Company, Executive
shall deliver to the Company any and all of the Company’s documents, plans, records, computer tapes, software, drawings, notes,
memoranda, specifications, devices (including, without limitation, any cellular phone or computer), and formulas relating to the Company’s
business, together with all copies thereof, which is in the possession of Executive.


 


9. Enforcement.
If, at the time of enforcement of Section 5, Section 6 or Section 7, a court holds that the restrictions stated herein
are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable
under such circumstances shall be substituted for the stated period, scope or area. It is specifically understood and agreed that any
breach of the provisions of Section 5, Section 6 or Section 7 are likely to result in irreparable injury to the Company
and the parties hereto agree that money damages would be an inadequate remedy for any breach of Section 5, Section 6 or Section
7. Therefore, in the event of a breach or threatened breach of Section 5, Section 6 or Section 7, the Company or its
successors or assigns shall, in addition to other rights and remedies existing in their favor, be entitled to specific performance and/or
injunctive or other relief in order to enforce, or prevent any violations of, Section 5, Section 6 or Section 7.


 


10. Representations
and Warranties.


 


(a) Executive
hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive does not
and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to
which Executive is a party or by which Executive is bound, (ii) Executive is not a party to or bound by any employment agreement, non-solicitation
agreement, assignment of inventions or confidentiality agreement with any other person or entity, (iii) Executive is not subject to any
noncompetition agreement or any other agreement or restriction of any kind that would impede in any way the ability of Executive to carry
out fully all activities of Executive in furtherance of the business of the Company or any of its subsidiaries, (iv) Executive is not
in violation of a confidentiality, non-solicitation or non-competition agreement or any other agreement relating to the relationship
of Executive with any third party, because of the nature of the business conducted by the Company or any of its subsidiaries, and (v)
upon execution and delivery of this Agreement, this Agreement shall be the valid and binding obligation of Executive, enforceable against
Executive in accordance with its terms, and shall replace and supersede in its entirety any Prior Agreement.


 


(b) The
Company hereby represents and warrants to Executive that (i) the execution, delivery and performance of this Agreement by the Company
does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or
decree to which the Company is a party or by which the Company is bound and (ii) upon execution and delivery, this Agreement shall be
the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.


 




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11. Successors
and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by Executive and the Company and their
respective heirs, successors and permitted assigns. Neither party may assign any of its rights or assign or delegate any of its obligations
hereunder without the prior written consent of the other party hereto; provided, however, that (a) the Company shall be
permitted to assign this Agreement to any of its subsidiaries or to any successor to all or substantially all of its business or assets
that agrees in writing to assume all of the Company’s obligations hereunder, and (b) the Company’s subsidiaries and affiliates
are third party beneficiaries of this Agreement. Any change of control, merger, business combination or similar transaction of the Company
after the Effective Date shall not be deemed to result in an assignment or delegation of this Agreement by the Company.


 


12. Notices.
All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be
in writing and shall be deemed to have been given (a) on the date having been delivered personally, (b) on the date delivered by a private
courier as established by evidence obtained from such courier, (c) on the date sent by facsimile or e-mail transmission (with acknowledgement
of both complete transmission and receipt), or (d) on the fifth day after the date mailed, by certified or registered mail, return receipt
requested, postage prepaid. Notices, demands or communications to any party hereto will, unless another address is specified in writing
pursuant to this Section 12, be sent to the addresses indicated below.


 





	If
    to Executive:

     

    Brian
    Ward

    2118
    North Bissell Street

    Chicago,
    IL 60614

    Email:
    brian@verano.holdings
	If
    to the Company:

     

    Verano
    Holdings Corp.

    415
    N. Dearborn Street, Suite 400

    Chicago,
    IL 60654

    Attn:
    George Archos, CEO

    Email:
    george@verano.holdings






 


13. Severability.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be valid under applicable law; but, if any
provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction,
such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but except as otherwise
set forth in this Agreement, this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal
or unenforceable provision had never been contained herein.


 


14. Complete
Agreement. This Agreement embodies the complete agreement and understanding between the parties hereto with respect to the subject
matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties hereto, written
or oral, which may have related to the subject matter hereof in any way, including without limitation, any Prior Agreement.


 


15. Signatures;
Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of
which together will constitute one and the same instrument. For purposes hereof, a facsimile signature, portable document format (.pdf)
signature or signature sent by electronic transmission will be considered an original signature.


 




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16. Governing
Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be
governed by, and construed in accordance with, the internal laws of the State of Illinois, without giving effect to any choice of law
or conflict of law rules or provisions (whether of the State of Illinois or any other jurisdiction).


 


17. Survival.
From and after the Effective Date, the provisions of Section 4, Section 5, Section 6, Section 7, Section 8, Section 9, Section 11,
Section 12, Section 13, Section 14, Section 16, this Section 17, Section 19, Section 20, Section 21, Section 23, Section 24,
and Section 26 shall survive the termination of Executive’s employment and the termination of this Agreement for any reason.


 


18. Tax
Withholdings. The Company shall deduct or withhold from any amounts owing from the Company to Executive any federal, state, local
or foreign withholding taxes, excise tax, or employment taxes imposed with respect to Executive’s compensation or other payments
from the Company or Executive’s ownership interest in the Company, if any (including, without limitation, wages, bonuses, dividends,
the receipt or exercise of equity options and/or the receipt or vesting of restricted equity).


 


19. Dispute
Resolution. Any controversy, dispute or claim arising out of or relating to any interpretation, performance, construction, termination
or breach of this Agreement shall first be settled through good faith negotiation between the parties hereto. If the controversy, dispute
or claim cannot be settled through negotiation, such matter must only be settled by final and binding arbitration by a single arbitrator
held in Chicago, Illinois, except as otherwise provided herein. Such mandatory arbitration may be brought by either party hereto and
shall be administered by JAMS pursuant to its Employment Arbitration Rules & Procedures and subject to JAMS Policy on Employment
Arbitration Minimum Standards of Procedural Fairness. Judgment on the arbitration award may be entered in any court having proper jurisdiction.
In aid of arbitration, either party hereto may seek preliminary or temporary injunctive relief at any time before the arbitration demand
has been filed and served or before an arbitrator has been selected. This agreement to mandatory arbitration is a specifically bargained
for inducement for each of the parties hereto to enter into this Agreement (after having the opportunity to consult with counsel).


 


20. Headings;
No Strict Construction. The headings of the paragraphs and sections of this Agreement are inserted for convenience only and shall
not be deemed a part of or affect the construction or interpretation of any provision hereof. The language used in this Agreement shall
be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be
applied against any party.


 


21. Executive’s
Cooperation. During the Employment Period and thereafter, Executive shall, subject to the Company reimbursing Executive for out-of-pocket
expenses, cooperate with the Company in any internal investigation or administrative, regulatory or judicial proceeding as reasonably
requested by the Company (including, without limitation, Executive being available to the Company upon reasonable notice for interviews
and factual investigations, appearing at the Company’s request to give testimony without requiring service of a subpoena or other
legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are
or may come into Executive’s possession, all at times and on schedules that are reasonably consistent with Executive’s other
permitted activities and commitments).


 




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22. Corporate
Opportunity. During the Employment Period, Executive shall submit to the Board all business, commercial and investment opportunities
or offers presented to Executive or of which Executive becomes aware which relate to the business of the Company or any of its subsidiaries
at any time during the Employment Period (“Corporate Opportunities”). Unless previously approved in writing by the
Board, Executive shall not accept or pursue, directly or indirectly, any Corporate Opportunities on Executive’s own behalf.


 


23. Section
409A Compliance. The intent of the parties is that payments and benefits under this Agreement will fall within the exception
in U.S. Treasury Regulation 1.409A-1(b)(4) for short term deferrals or under U.S. Treasury Regulation 1.409A-1(b)(9) or any applicable
exceptions to Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder
(collectively, “Code Section 409A”) and, to the maximum extent permitted, this Agreement shall be interpreted accordingly.
However, to the extent that any payment or benefit under this Agreement is subject to Code Section 409A, it is intended to be in compliance
therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be
made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive
and the Company of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company
be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages for failing to
comply with Code Section 409A. Notwithstanding anything herein to the contrary, to the extent that a payment or benefit is subject to
Code Section 409A, a termination of employment shall be deemed to have occurred at the time such termination constitutes a “separation
from service” within the meaning of Code Section 409A for purposes of any provision of this Agreement providing for the payment
of any amounts or benefits in connection with a termination of employment and, for purposes of any such provision of this Agreement,
references to a “termination,” “termination of employment” or like terms shall mean a “separation from
service.” If Executive is a “specified employee” within the meaning of Code Section 409A, the payment of any amounts
or benefits in connection with a “separation from service” during the first six months and one day following the date of
termination that constitute “nonqualified deferred compensation” within the meaning of Code Section 409A shall not be paid
until the date that is six (6) months and one day following such termination to the extent necessary to avoid adverse tax consequences
under Code Section 409A, and, if such payments are required to be so deferred, the first payment shall be in an amount equal to the total
amount to which Executive would otherwise have been entitled to during the period following the date of termination if such deferral
had not been required. Notwithstanding any other provision to the contrary, in no event shall any payment under this Agreement that constitutes
“deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted
by Code Section 409A. For purposes of Code Section 409A, Executive’ s right to receive any installment payments pursuant to this
Agreement shall be treated as a right to receive a series of separate and distinct payments.


 


24. Amendment
and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company and
Executive, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding
effect or enforceability of this Agreement.


 




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25. Key
Person Insurance. The Company and its affiliates shall have the right, but not the obligation, to obtain or increase insurance
on Executive’s life in such amount as the Board or such affiliate determines, in the name of the Company or such affiliates, as
the case may be, and for its sole benefit or otherwise. Upon reasonable advance notice, Executive will cooperate in any and all necessary
physical examinations without expense to Executive, supply information and sign documents and otherwise cooperate fully with each of
the Company and its affiliates as the Company and its affiliates may request.


 


26. Read
and Understood. Executive has read this Agreement carefully and understands each of its terms and conditions. Executive has sought
independent legal counsel of Executive’s choice to the extent Executive deemed such advice necessary in connection with the review
and execution of this Agreement.


 


[SIGNATURES
ON FOLLOWING PAGE]


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the Effective Date.


 


	 	THE
    COMPANY: 
	 	 
	 	Verano
    Holdings Corp.
	 	 	 
	 	By:	/s/ “George Archos”
	 	 	George
    Archos, Chief Executive Officer
	 	 	 
	 	EXECUTIVE:
	 	 	 
	 	/s/ “Brian Ward”
	 	Brian Ward


 




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