Acreage Holdings, Inc. - Exhibit 4.1 - Filed by newsfilecorp.com





ACREAGE HOLDINGS, INC. 
OMNIBUS INCENTIVE PLAN



TABLE OF CONTENTS 

	1.
      	HISTORY; EFFECTIVE DATE 	2
      
	 	 	 
	2.
      	PURPOSE
      	2
      
	 	 	 
	3.
      	DEFINITIONS	2
      
	 	 	 
	4.
      	ADMINISTRATION
      	8
      
	 	 	 
	5.
      	SHARES
      	10
      
	 	 	 
	6.
      	PARTICIPATION
      	12
      
	 	 	 
	7.
      	AWARDS
      	12
      
	 	 	 
	8.
      	WITHHOLDING
      OF TAXES 	18
      
	 	 	 
	9.
      	TRANSFERABILITY OF AWARDS 	18
      
	 	 	 
	10.
      	ADJUSTMENTS FOR CORPORATE TRANSACTIONS AND OTHER EVENTS 	19
      
	 	 	 
	11.
      	CHANGE IN CONTROL PROVISIONS 	20
      
	 	 	 
	12.
      	SUBSTITUTION OF AWARDS IN MERGERS AND ACQUISITIONS 	21
      
	 	 	 
	13.
      	COMPLIANCE WITH SECURITIES LAWS; LISTING AND
    REGISTRATION 	21
      
	 	 	 
	14.
      	SECTION 409A COMPLIANCE	22
      
	 	 	 
	15.
      	PLAN DURATION; AMENDMENT AND DISCONTINUANCE	23
      
	 	 	 
	16.
      	GENERAL PROVISIONS	24
      


1 




1.        
 History; Effective Date. 

Acreage Holdings, Inc., a company continued under the laws of
the Province of British Columbia (“Acreage”), has established the ACREAGE
HOLDINGS, INC. OMNIBUS INCENTIVE PLAN, as set forth herein, and as the
same may be amended from time to time (the “Plan”). The Plan was adopted
by the Board of Directors of Acreage (the “Board”) on and is effective as
of November 14, 2018 (the “Effective Date”). 

2.        
 Purpose.

The Purpose of the Plan is to: 

	 	(a) 	
      promote the long-term financial interests and growth of
      Acreage and its Subsidiaries (together, the “Company”) by
      attracting and retaining management and other personnel and key service
      providers with the training, experience and ability to enable them to make
      a substantial contribution to the success of the Company’s
  business;

	 	 	 
	 	(b) 	
      motivate management personnel by means of growth-related
      incentives to achieve long-range goals; and

	 	 	 
	 	(c) 	
      further the alignment of interests of Participants with
      those of the shareholders of Acreage through opportunities for increased
      stock or stock-based ownership in Acreage.



Toward these objectives, the Administrator may, subject to
Board approval, grant stock options, stock appreciation rights, stock awards,
restricted share units, performance shares, performance units, and other
stock-based awards to eligible individuals on the terms and subject to the
conditions set forth in the Plan. 

3.         
Definitions.

Except as otherwise specifically provided in an Award
Agreement, capitalized words and phrases used in the Plan or an Award Agreement
shall have the following meanings: 

“Acreage” means Acreage Holdings, Inc., a company
continued under the laws of the province of British Colombia, Canada. 

“Acreage LLC” refers to High Street Capital Partners,
LLC. 

“Acreage LLC Units” means the Class A, Class B, Class C,
Class C-1, Class D and Class E units in the capital of Acreage LLC outstanding
from time to time. 

“Administrator” means the Board or, where delegated by
the Board, the Compensation Committee, or such other committee(s) or officer(s)
duly appointed by the Board or the Compensation Committee to administer the Plan
or delegated limited authority to perform administrative actions under the Plan,
and having such powers as shall be specified by the Board or the Compensation
Committee; provided, however, that at any time the Board may serve as the
Administrator in lieu of or in addition to the Compensation Committee or such
other committee(s) or officer(s) to whom administrative authority has been
delegated. With respect to any Award to which Section 16 of the Exchange Act
applies, the Administrator shall consist of either the Board or a committee of
the Board, which committee shall consist of two or more directors, each of whom
is intended to be, to the extent required by Rule 16b-3 of the Exchange Act, a
“non-employee director” as defined in Rule 16b-3 of the Exchange Act and an
“independent director” to the extent required by the rules of the national
securities exchange that is the principal trading market for the Subordinate
Voting Shares; provided, that with respect to Awards made to a member of the
Board who is not an employee of the Company, “Administrator” means the Board.
Any member of the Administrator who does not meet the foregoing requirements
shall abstain from any decision regarding an Award and shall not be considered a
member of the Administrator to the extent required to comply with Rule 16b-3 of
the Exchange Act. 

2 




“Affiliate” means any entity, whether now or hereafter
existing, which controls, is controlled by, or is under common control with,
Acreage or any successor to Acreage. For this purpose, “control” (including the
correlative meanings of the terms “controlled by” and “under common control
with”) shall mean ownership, directly or indirectly, of 50% or more of the total
combined voting power of all classes of voting securities issued by such entity,
or the possession, directly or indirectly, of the power to direct the management
and policies of such entity, by contract or otherwise. 

“as converted basis” includes the conversion of the
proportionate voting shares and multiple voting shares in the capital of Acreage
and the redemption or exchange, as applicable, on a 1:1 basis of the Acreage
Holdings Units, Warrants, Awards and Class B non-voting common shares of Acreage
Holdings WC, Inc. into Subordinate Voting Shares. 

“Award” means any stock option, stock appreciation
right, Stock Award, Restricted Share Unit, Performance Share, Performance Unit,
and/or Other Stock-Based Award, granted under this Plan. 

“Award Agreement” means the written document(s),
including an electronic writing acceptable to the Administrator, and any notice,
addendum or supplement thereto, memorializing the terms and conditions of an
Award granted pursuant to the Plan and which shall incorporate the terms of the
Plan. 

“Board” means the Board of Directors of Acreage. 

“Business Day” means a day, other than a Saturday,
Sunday or statutory holiday, when banks are generally open in the City of
Vancouver, or the City of New York for the transaction of banking business. 

“Change in Control” means the first of the following to
occur subsequent to the Effective Date: (i) a Change in Ownership of Acreage,
(ii) a Change in Effective Control of Acreage, or (iii) a Change in the
Ownership of Assets of Acreage, as described herein and construed in accordance
with Code section 409A. 

	 	(a) 	
      A “Change in Ownership of Acreage” shall occur on
      the date that any one Person acquires, or Persons Acting as a Group
      acquire, ownership of the capital stock of Acreage that, together with the
      stock held by such Person or Group, constitutes more than 50% of the total
      fair market value or total voting power of the capital stock of Acreage.
      However, if any one Person is, or Persons Acting as a Group are,
      considered to own more than 50%, on a fully diluted basis, of the total
      fair market value or total voting power of the capital stock of Acreage,
      the acquisition of additional stock by the same Person or Persons Acting
      as a Group is not considered to cause a Change in Ownership of Acreage or
      to cause a Change in Effective Control of Acreage (as described below). An
      increase in the percentage of capital stock owned by any one Person, or
      Persons Acting as a Group, as a result of a transaction in which Acreage
      acquires its stock in exchange for property will be treated as an
      acquisition of stock.

	 	 	 
	 	(b) 	
      A “Change in Effective Control of Acreage” shall
      occur on the date either (A) a majority of members of Acreage’s Board is
      replaced during any 12-month period by directors whose appointment or
      election is not endorsed by a majority of the members of Acreage’s Board
      before the date of the appointment or election, or (B) any one Person
      (excluding Kevin Murphy and his affiliates), or Persons Acting as a Group
      (excluding Kevin Murphy and his affiliates), acquires (or has acquired
      during the 12-month period ending on the date of the most recent
      acquisition by such Person or Persons) ownership of stock of Acreage
      possessing 50% or more of the total voting power of the stock of
      Acreage.

	 	 	 
	 	(c) 	
      A “Change in the Ownership of Assets of Acreage”
      shall occur on the date that any one Person acquires, or Persons Acting as
      a Group acquire (or has or have acquired during the 12-month period ending
      on the date of the most recent acquisition by such Person or Persons),
      assets from Acreage that have a total gross fair market value equal to or
      more than 50% of the total gross fair market value of all of the assets of
      Acreage immediately before such acquisition or acquisitions. For this
      purpose, gross fair market value means the value of the assets of Acreage,
      or the value of the assets being disposed of,
determined without regard to any liabilities associated with such assets. 



3 




The following rules of construction
apply in interpreting the definition of Change in Control: 

	 	(i) 	
      A “Person” means any individual, entity or group
      within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
      Exchange Act of 1934, as amended, other than employee benefit plans
      sponsored or maintained by Acreage and by entities controlled by Acreage
      or an underwriter, initial purchaser or placement agent temporarily
      holding the capital stock of Acreage pursuant to a registered public
      offering.

	 	 	 
	 	(ii) 	
      Persons will be considered to be Persons Acting as a
      Group (or Group) if they are owners of a corporation that enters into a
      merger, consolidation, purchase or acquisition of stock, or similar
      business transaction with the corporation. If a Person owns stock in both
      corporations that enter into a merger, consolidation, purchase or
      acquisition of stock, or similar transaction, such shareholder is
      considered to be acting as a Group with other shareholders only with
      respect to the ownership in that corporation before the transaction giving
      rise to the change and not with respect to the ownership interest in the
      other corporation. Persons will not be considered to be acting as a Group
      solely because they purchase assets of the same corporation at the same
      time or purchase or own stock of the same corporation at the same time, or
      as a result of the same public offering.

	 	 	 
	 	(iii) 	
      A Change in Control shall not include a transfer to a
      related person as described in Code section 409A or a public offering of
      capital stock of Acreage.

	 	 	 
	 	(iv) 	
      For purposes of the definition of Change in Control,
      Section 318(a) of the Code applies to determine stock ownership. Stock
      underlying a vested option is considered owned by the individual who holds
      the vested option (and the stock underlying an unvested option is not
      considered owned by the individual who holds the unvested option). For
      purposes of the preceding sentence, however, if a vested option is
      exercisable for stock that is not substantially vested (as defined by
      Treasury Regulation §1.83-3(b) and (j)), the stock underlying the option
      is not treated as owned by the individual who holds the
  option.



“Code” means the Internal Revenue Code of 1986, as
amended from time to time, and any successor thereto, the Treasury Regulations
thereunder and other relevant interpretive guidance issued by the Internal
Revenue Service or the Treasury Department. Reference to any specific section of
the Code shall be deemed to include such regulations and guidance, as well as
any successor section, regulations and guidance. 

“Company” means Acreage and its Subsidiaries, except
where the context otherwise requires. For purposes of determining whether a
Change in Control has occurred, Company shall mean only Acreage. 

“Compensation Committee” means the Compensation and
Corporate Governance Committee of the Board. 

“Dividend Equivalent” means a right, granted to a
Participant, to receive cash, Subordinate Voting Shares, stock Units or other
property equal in value to dividends paid with respect to a specified number of
Subordinate Voting Shares. 

“Effective Date” means the meaning ascribed thereto on
the first page hereof. 

“Eligible Individuals” means (i) officers and employees
of, and other individuals, including non-employee directors, who are natural
persons providing bona fide services to or for, Acreage, or any of its
Subsidiaries, provided that such services are not in connection with the offer
or sale of securities in a capital-raising transaction and do not directly or
indirectly promote or maintain a market for Acreage’s securities and (ii)
Acreage consultants who are natural persons providing bona fide services
to or for, Acreage or any of its Subsidiaries, provided that such services are not in connection with the offer or sale of
securities in a capital-raising transaction and do not directly or indirectly
promote or maintain a market for Acreage’s securities. 

4 




“Exchange” means the Canadian Securities Exchange or any
such exchange in Canada or the United States on which Subordinate Voting Shares
are listed and posted for trading. 

“Exchange Act” means the Securities Exchange Act of
1934, as amended from time to time, and any successor thereto. Reference to any
specific section of the Exchange Act shall be deemed to include such regulations
and guidance issued thereunder, as well as any successor section, regulations
and guidance. 

“Fair Market Value” means, on a per share basis as of
any date, unless otherwise determined by the Administrator: 

	 	(a) 	
      if the principal market for the Subordinate Voting Shares
      (as determined by the Administrator if the Subordinate Voting Shares are
      listed or admitted to trading on more than one exchange or market) is a
      national securities exchange or an established securities market, the
      official closing price per Subordinate Voting Share for the regular market
      session on that date on the principal exchange or market on which the
      Subordinate Voting Shares are then listed or admitted to trading or, if no
      sale is reported for that date, on the last preceding day on which a sale
      was reported, all as reported by such source as the Administrator may
      select;

	 	 	 
	 	(b) 	
      if the principal market for the Subordinate Voting Shares
      is not a national securities exchange or an established securities market,
      but the Subordinate Voting Shares are quoted by a national quotation
      system, the average of the highest bid and lowest asked prices for the
      Subordinate Voting Shares on that date as reported on a national quotation
      system or, if no prices are reported for that date, on the last preceding
      day on which prices were reported, all as reported by such source as the
      Administrator may select; or

	 	 	 
	 	(c) 	
      if the Subordinate Voting Shares are neither listed or
      admitted to trading on a national securities exchange or an established
      securities market, nor quoted by a national quotation system, the value
      determined by the Administrator in good faith by the reasonable
      application of a reasonable valuation method, which method may, but need
      not, include taking into account an appraisal of the fair market value of
      the Subordinate Voting Shares conducted by a nationally recognized
      appraisal firm selected by the Administrator.



“Full Value Award” means an Award that results in
Acreage transferring the full value of a Subordinate Voting Share under the
Award, whether or not an actual share of stock is issued. Full Value Awards
shall include, but are not limited to, Stock Awards, Restricted Share Units,
Performance Shares, Performance Units that are payable in Subordinate Voting
Shares, and Other Stock-Based Awards for which Acreage transfers the full value
of a Subordinate Voting Share under the Award, but shall not include Dividend
Equivalents. 

“Incentive Stock Option” means any stock option that is
designated, in the applicable Award Agreement or the resolutions of the
Administrator under which the stock option is granted, as an “incentive stock
option” within the meaning of Section 422 of the Code and otherwise meets the
requirements to be an “incentive stock option” set forth in Section 422 of the
Code. 

“Non-qualified Option” means any stock option that is
not an Incentive Stock Option. 

“Other Stock-Based Award” means an Award of Subordinate
Voting Shares or any other Award that is valued in whole or in part by reference
to, or is otherwise based upon, Subordinate Voting Shares, including without
limitation Dividend Equivalents. 

“Participant” means an Eligible Individual to whom one
or more Awards are or have been granted pursuant to the Plan and have not been
fully settled or cancelled and, following the death of any such person, his
successors, heirs, executors and administrators, as the case may be. 

5 




“Performance Award” means a Full Value Award, the grant,
vesting, lapse of restrictions or settlement of which is conditioned upon the
achievement of performance objectives over a specified Performance Period and
includes, without limitation, Performance Shares and Performance Units. 

“Performance Criteria” means the Performance Criteria
established by the Administrator in connection with the grant of Awards based on
Performance Metrics or other performance criteria selected by the Administrator.


“Performance Period” means that period established by
the Administrator during which any Performance Criteria specified by the
Administrator with respect to such Award are to be measured. 

“Performance Metrics” means criteria established by the
Administrator relating to any of the following, as it may apply to an
individual, one or more business units, divisions, or Affiliates, or on a
company-wide basis, and in absolute terms, relative to a base period, or
relative to the performance of one or more comparable companies, peer groups, or
an index covering multiple companies: 

	 	(a) 	
      Earnings or Profitability Metrics: any derivative of
      revenue; earnings/loss (gross, operating, net, or adjusted); earnings/loss
      before interest and taxes (“EBIT”); earnings/loss before interest,
      taxes, depreciation and amortization (“EBITDA”); profit margins;
      operating margins; expense levels or ratios; provided that any of the
      foregoing metrics may be adjusted to eliminate the effect of any one or
      more of the following: interest expense, asset impairments or investment
      losses, early extinguishment of debt or stock-based compensation
      expense;

	 	 	 
	 	(b) 	
      Return Metrics: any derivative of return on investment,
      assets, equity or capital (total or invested);

	 	 	 
	 	(c) 	
      Investment Metrics: relative risk-adjusted investment
      performance; investment performance of assets under management;

	 	 	 
	 	(d) 	
      Cash Flow Metrics: any derivative of operating cash flow;
      cash flow sufficient to achieve financial ratios or a specified cash
      balance; free cash flow; cash flow return on capital; net cash provided by
      operating activities; cash flow per share; working capital;

	 	 	 
	 	(e) 	
      Liquidity Metrics: any derivative of debt leverage
      (including debt to capital, net debt-to-capital, debt-to-EBITDA or other
      liquidity ratios);

	 	 	 
	 	(f) 	
      Stock Price and Equity Metrics: any derivative of return
      on shareholders’ equity; total shareholder return; stock price; stock
      price appreciation; market capitalization; earnings/loss per share (basic
      or diluted) (before or after taxes);

	 	 	 
	 	(g) 	
      Strategic Metrics: product research and development;
      completion of an identified special project; clinical trials; regulatory
      filings or approvals; patent application or issuance; manufacturing or
      process development; sales or net sales; market share; market penetration;
      economic value added; customer service; customer satisfaction; inventory
      control; balance of cash, cash equivalents and marketable securities;
      growth in assets; key hires; employee satisfaction; employee retention;
      business expansion; acquisitions, divestitures, joint ventures or
      financing; legal compliance or safety and risk reduction; and/or

	 	 	 
	 	(h) 	
      Any such personal performance objectives as determined by
      the Plan Administrator.



“Performance Shares” means a grant of stock or stock
Units the issuance, vesting or payment of which is contingent on performance as
measured against predetermined objectives over a specified Performance Period.


“Performance Units” means a grant of dollar-denominated
Units the value, vesting or payment of which is contingent on performance
against predetermined objectives over a specified Performance Period. 

“Plan” means this Omnibus Incentive Plan, as set forth
herein and as it may be amended from time to time. 

6 




“Restricted Share Unit” means a right granted to a
Participant to receive Subordinate Voting Shares or cash at the end of a
specified deferral period, which right may be conditioned on the satisfaction of
certain requirements (including the satisfaction of certain Performance
Criteria).

“Restricted Stock” means an Award of Subordinate Voting
Shares to a Participant that may be subject to certain transferability and other
restrictions and to a risk of forfeiture (including by reason of not satisfying
certain Performance Criteria). 

“Restriction Period” means, with respect to Full Value
Awards, the period commencing on the date of grant of such Award to which
vesting or transferability and other restrictions and a risk of forfeiture apply
and ending upon the expiration of the applicable vesting conditions,
transferability and other restrictions and lapse of risk of forfeiture and/or
the achievement of the applicable Performance Criteria (it being understood that
the Administrator may provide that vesting shall occur and/or restrictions shall
lapse with respect to portions of the applicable Award during the Restriction
Period in accordance with Section 7(b)). 

“Stock Award” has the meaning ascribed thereto in
Section 7(g). 

“Subordinate Voting Shares” means subordinate voting
shares in the capital of Acreage, without par value, and any capital securities
into which they are converted. 

“Subsidiary” means any corporation or other entity in an
unbroken chain of corporations or other entities beginning with Acreage if each
of the corporations or other entities, or group of commonly controlled
corporations or other entities, other than the last corporation or other entity
in the unbroken chain then owns stock or other equity interests possessing 50%
or more of the total combined voting power of all classes of stock or other
equity interests in one of the other corporations or other entities in such
chain or otherwise has the power to direct the management and policies of the
entity by contract or by means of appointing a majority of the members of the
board or other body that controls the affairs of the entity; provided, however,
that solely for purposes of determining whether a Participant has a Termination
of Service that is a “separation from service” within the meaning of Section
409A of the Code or whether an Eligible Individual is eligible to be granted an
Award that in the hands of such Eligible Individual would constitute a
“nonqualified deferred compensation plan” within the meaning of Section 409A of
the Code , a “Subsidiary” of a corporation or other entity means all other
entities with which such corporation or other entity would be considered a
single employer under Sections 414(b) or 414(c) of the Code. 

“Tax Withholding Obligation” means any federal, state,
local or foreign (non-United States) income, employment or other tax or social
insurance contribution required by applicable law to be withheld in respect of
Awards. 

“Termination of Service” means the termination of the
Participant’s employment or consultancy with, or performance of services for,
Acreage and its Subsidiaries. Temporary absences from employment because of
illness, vacation or leave of absence and transfers among Acreage and its
Subsidiaries shall not be considered Terminations of Service. With respect to
any Award that constitutes a “nonqualified deferred compensation plan” within
the meaning of Section 409A of the Code, “Termination of Service” shall
mean a “separation from service” as defined under Section 409A of the
Code to the extent required by Section 409A of the Code to avoid the imposition
of any tax or interest or the inclusion of any amount in income pursuant to
Section 409A of the Code. A Participant has a separation from service within the
meaning of Section 409A of the Code if the Participant terminates employment
with Acreage and all Subsidiaries for any reason. A Participant will generally
be treated as having terminated employment with Acreage and all Subsidiaries as
of a certain date if the Participant and the entity that employs the Participant
reasonably anticipate that the Participant will perform no further services for
Acreage or any Subsidiary after such date or that the level of bona fide
services that the Participant will perform after such date (whether as an
employee or an independent contractor) will permanently decrease to no more than
20 percent (20%) of the average level of bona fide services performed (whether
as an employee or an independent contractor) over the immediately preceding
36-month period (or the full period of services if the Participant has been
providing services for fewer than 36 months); provided, however, that the
employment relationship is treated as continuing while the Participant is on
military leave, sick leave or other bona fide leave of absence if the period of
leave does not exceed six months or, if longer, so long as the Participant
retains the right to reemployment with Acreage or any Subsidiary. 

7 




“Total and Permanent Disability” means, with respect to
a Participant, except as otherwise provided in the relevant Award Agreement,
that a Participant is (i) unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment that can
be expected to last until the Participant’s death or result in death, or (ii)
determined to be totally disabled by the Social Security Administration or other
governmental or quasi-governmental body that administers a comparable social
insurance program outside of the United States in which the Participant
participates and which conditions the right to receive benefits under such
program on the Participant being unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
that can be expected to last until the Participant’s death or result in death.
The Administrator shall have sole authority to determine whether a Participant
has suffered a Total and Permanent Disability and may require such medical or
other evidence as it deems necessary to judge the nature and permanency of the
Participant’s condition. 

“Unit” means a bookkeeping entry used by Acreage to
record and account for the grant of the following types of Awards until such
time as the Award is paid, cancelled, forfeited or terminated, as the case may
be: stock units, Restricted Share Units, Performance Units, and Performance
Shares that are expressed in terms of units of Subordinate Voting Shares. 

“Warrants” means the issued and outstanding warrants in
the capital of Acreage outstanding from time to time. 

4.        
 Administration.

	 	(a) 	
      Administration of the Plan. The Plan shall be
      administered by the Administrator. Nothing in this Plan shall derogate
      from the Board’s authority to approve the grant of Awards and the issuance
      of any Shares pursuant thereto.

	 	 	 
	 	(b) 	
      Powers of the Administrator. The Administrator
      shall, except as otherwise provided under the Plan, have full authority,
      subject to Board approval, to grant Awards pursuant to the terms of the
      Plan to Eligible Individuals and to take all other actions necessary or
      desirable to carry out the purpose and intent of the Plan. Among other
      things, the Administrator shall have the authority, in its sole and
      absolute discretion, subject to the terms and conditions of the Plan
      to:




	 	(i) 	
      determine the Eligible Individuals to whom, and the time
      or times at which, Awards shall be granted;

	 	 	 
	 	(ii) 	
      determine the types of Awards to be granted any Eligible
      Individual;

	 	 	 
	 	(iii) 	
      determine the number of Subordinate Voting Shares to be
      covered by or used for reference purposes for each Award or the value to
      be transferred pursuant to any Award;

	 	 	 
	 	(iv) 	
      determine the terms, conditions and restrictions
      applicable to each Award (which need not be identical) and any shares
      acquired pursuant thereto, including, without limitation, (A) the purchase
      price of any Subordinate Voting Shares, (B) the method of payment for
      shares purchased pursuant to any Award, (C) the method for satisfying any
      tax withholding obligation arising in connection with any Award, including
      by the withholding or delivery of Subordinate Voting Shares, (D) subject
      to Section 5(f) and 7(b), the timing, terms and conditions of the
      exercisability, vesting or payout of any Award or any shares acquired
      pursuant thereto, (E) the Performance Criteria applicable to any Award and
      the extent to which such Performance Criteria have been attained, (F) the
      time of the expiration of any Award, (G) the effect of the Participant’s
      Termination of Service on any of the foregoing, and (H) all other terms,
      conditions and restrictions applicable to any Award or shares acquired
      pursuant thereto as the Administrator shall consider to be appropriate and
      not inconsistent with the terms of the Plan;

	 	 	 
	 	(v) 	
      subject to Sections 7(f), 10(c) and 15, modify, amend or
      adjust the terms and conditions of any Award;



8 





	 	(vi) 	
      subject to Section 7(b), accelerate or otherwise change
      the time at or during which an Award may be exercised or becomes payable
      and waive or accelerate the lapse, in whole or in part, of any
      restriction, condition or risk of forfeiture with respect to such Award;
      provided, however, that, except in connection with death, disability or a
      Change in Control, no such change, waiver or acceleration shall be made to
      any Award that is considered “deferred compensation” within the meaning of
      Section 409A of the Code if the effect of such action is inconsistent with
      Section 409A of the Code;

	 	 	 
	 	(vii) 	
      determine whether an Award will be paid or settled in
      cash, Subordinate Voting Shares, or in any combination thereof and
      whether, to what extent and under what circumstances cash or Subordinate
      Voting Shares payable with respect to an Award shall be deferred either
      automatically or at the election of the Participant;

	 	 	 
	 	(viii) 	
      for any purpose, including but not limited to, qualifying
      for preferred or beneficial tax treatment, accommodating the customs or
      administrative challenges or otherwise complying with the tax, accounting
      or regulatory requirements of one or more jurisdictions, adopt, amend,
      modify, administer or terminate sub-plans, appendices, special provisions
      or supplements applicable to Awards regulated by the laws of a particular
      jurisdiction, which sub-plans, appendices, supplements and special
      provisions may take precedence over other provisions of the Plan, and
      prescribe, amend and/or rescind rules and regulations relating to such
      sub-plans, supplements and/or special provisions;

	 	 	 
	 	(ix) 	
      establish any “blackout” period, during which
      transactions affecting Awards may not be effected, that the Administrator
      in its sole discretion deems necessary or advisable;

	 	 	 
	 	(x) 	
      determine the Fair Market Value of Subordinate Voting
      Shares or other property for any purpose under the Plan or any
    Award;

	 	 	 
	 	(xi) 	
      administer, construe and interpret the Plan, Award
      Agreements and all other documents relevant to the Plan and Awards issued
      thereunder, and decide all other matters to be determined in connection
      with an Award;

	 	 	 
	 	(xii) 	
      establish, amend, rescind and interpret such
      administrative rules, regulations, agreements, guidelines, instruments and
      practices for the administration of the Plan and for the conduct of its
      business as the Administrator deems necessary or advisable;

	 	 	 
	 	(xiii) 	
      correct any defect, supply any omission or reconcile any
      inconsistency in the Plan or in any Award or Award Agreement in the manner
      and to the extent the Administrator shall consider it desirable to carry
      it into effect; and

	 	 	 
	 	(xiv) 	
      specify that vesting conditions in respect of Awards
      shall not extend beyond applicable limitations such that the Award
      complies at all times with the exception in paragraph (k) of the
      definition of “salary deferral arrangement” in subsection 248(1) of the
      Income Tax Act (Canada) or comparable legislation of any
      jurisdiction; and

	 	 	 
	 	(xv) 	
      otherwise administer the Plan and all Awards granted
      under the Plan.




	 	(c) 	
      Delegation of Administrative Authority. The
      Administrator may designate officers or employees of the Company to assist
      the Administrator in the administration of the Plan and, to the extent
      permitted by applicable law and stock exchange rules, the Administrator
      may delegate to officers or other employees of the Company any of the
      Administrator’s duties and powers under the Plan, subject to such
      conditions and limitations as the Administrator shall prescribe, including
      without limitation the authority to execute agreements or other documents
      on behalf of the Administrator; provided, however, that such delegation of
      authority shall not extend to the granting of, or exercise of discretion with respect to,
      Awards to Eligible Individuals who are officers under Section 16 of the
  Exchange Act.



9 





	 	(d) 	
      Non-Uniform Determinations. The Administrator’s
      determinations under the Plan (including without limitation,
      determinations of the persons to receive Awards, the form, amount and
      timing of such Awards, the terms and provisions of such Awards and the
      Award Agreements evidencing such Awards, and the ramifications of a Change
      in Control upon outstanding Awards) need not be uniform and may be made by
      the Administrator selectively among Awards or persons who receive, or are
      eligible to receive, Awards under the Plan, whether or not such persons
      are similarly situated.

	 	 	 
	 	(e) 	
      Limited Liability; Advisors. To the maximum extent
      permitted by law, no member of the Administrator shall be liable for any
      action taken or decision made in good faith relating to the Plan or any
      Award thereunder. The Administrator may employ counsel, consultants,
      accountants, appraisers, brokers or other persons. The Administrator,
      Acreage, and the officers and directors of Acreage shall be entitled to
      rely upon the advice, opinions or valuations of any such
persons.

	 	 	 
	 	(f) 	
      Indemnification. To the maximum extent permitted
      by law, by Acreage’s Notice and Articles of Incorporation, and by any
      directors’ and officers’ liability insurance coverage which may be in
      effect from time to time, the members of the Administrator and any agent
      or delegate of the Administrator who is a director, officer or employee of
      Acreage or an Affiliate shall be indemnified by Acreage against any and
      all liabilities and expenses to which they may be subjected by reason of
      any act or failure to act with respect to their duties on behalf of the
      Plan.

	 	 	 
	 	(g) 	
      Effect of Administrator’s Decision. All actions
      taken and determinations made by the Administrator on all matters relating
      to the Plan or any Award pursuant to the powers vested in it hereunder
      shall be in the Administrator’s sole and absolute discretion, unless in
      contravention of any express term of the Plan, including, without
      limitation, any determination involving the appropriateness or
      equitableness of any action. All determinations made by the Administrator
      shall be conclusive, final and binding on all parties concerned, including
      Acreage, its shareholders, any Participants and any other employee,
      consultant, or director of Acreage and its Affiliates, and their
      respective successors in interest. No member of the Administrator, nor any
      director, officer, employee or representative of Acreage shall be
      personally liable for any action, determination or interpretation made in
      good faith with respect to the Plan or Awards.



5.        
 Shares.

	 		
      Number of Shares Available for Awards. Subject to
      adjustment as provided in Section 5(a), the number of Subordinate Voting
      Shares issuable pursuant to Awards that may be granted under the Plan
      shall be equal to 10% of the number of issued and outstanding Subordinate
      Voting Shares from time to time, on an as converted basis (the “Share
      Pool”). Subject to applicable law, the requirements of the Exchange
      and any shareholder or other approval which may be required, the
      Administrator may in its discretion amend the Plan to increase such limit
      without notice to any Participants.

	 	 	 	 
	 	(a) 	
      Adjustments. On and after the Effective Date, the
      Share Pool shall be adjusted, in addition to any adjustments to be made
      pursuant to Section 10 of the Plan, as follows:

	 	 	 	 
	 		(i) 	
      The Share Pool shall be reduced, on the date of grant, by
      one share for each stock option or stock appreciation right granted under
      the Plan and by one share for each Stock Award, Restricted Share Unit,
      Performance Share and/or Other Stock-Based Award granted under the Plan;
      provided that Awards that are valued by reference to Subordinate Voting
      Shares but are required to be paid in cash pursuant to their terms shall
      not reduce the Share Pool;



10 





	 	(ii) 	
      If and to the extent options or stock appreciation rights
      originating from the Share Pool terminate, expire, or are canceled,
      forfeited, exchanged, or surrendered without having been exercised, or if
      any Stock Awards, Restricted Share Units, Performance Shares and/or Other
      Stock-Based Awards are forfeited, the Subordinate Voting Shares subject to
      such Awards shall again be available for Awards under the Share Pool, and
      shall increase the Share Pool by one share for each stock option or stock
      appreciation right and one share for each Stock Award, Restricted Share
      Unit, Performance Share and/or Other Stock-Based Award issued in
      connection with such Award or by which the Award is valued by
      reference;

	 	 	 
	 	(iii) 	
      Notwithstanding the foregoing, the following Subordinate
      Voting Shares shall not become available for issuance under the Plan: (A)
      shares tendered by Participants, or withheld by the Company, as full or
      partial payment to the Company upon the exercise of stock options granted
      under the Plan, until such Shares are cancelled; (B) shares reserved for
      issuance upon the grant of stock appreciation rights, to the extent the
      number of reserved shares exceeds the number of shares actually issued
      upon the exercise of the stock appreciation rights; and (C) shares
      withheld by, or otherwise remitted to, the Company to satisfy a
      Participant’s tax withholding obligations upon the lapse of restrictions
      on Stock Awards or the exercise of stock options or stock appreciation
      rights granted under the Plan, until such shares are
  cancelled.




	 	(b) 	
      ISO Limits. The following limitations shall apply
      to awards of Incentive Stock Options, notwithstanding any generally
      applicable contrary provisions in the Plan. Any Award of Incentive Stock
      Options which does not comply with the provisions of this paragraph shall
      be deemed to be an award of Non-Qualified Stock Options to the extent of
      such non-compliance. (i) Subject to adjustment pursuant to Section 10 of
      the Plan, the maximum number of Subordinate Voting Shares that may be
      issued pursuant to stock options granted under the Plan that are intended
      to qualify as Incentive Stock Options within the meaning of Section 422 of
      the Code shall be equal to 10% of the number of issued and outstanding
      Subordinate Voting Shares from time to time, on a fully diluted and an as
      converted basis. (ii) To the extent that the aggregate Fair Market Value
      of (x) the Subordinate Voting Shares with respect to Incentive Stock
      Options, plus (y) the Subordinate Voting Shares with respect to which
      other Incentive Stock Options are first exercisable by a Participant
      during any calendar year under all plans of the Company and any Affiliate
      exceeds $100,000, such Incentive Stock Options shall be treated as
      Nonqualified Stock Options. For purposes of the preceding sentence, the
      Fair Market Value of the Subordinate Voting Shares shall be determined as
      of the time the Option or other incentive stock option is granted. (iii)
      No Incentive Stock Options may be granted pursuant to the Plan after the
      day immediately prior to the tenth anniversary of the Effective Date. (iv)
      During a Participant’s lifetime, an Incentive Stock Option may be
      exercised only by the Participant or, in the case of the Participant’s
      Disability, by the Participant’s guardian or legal representative. (v) No
      Incentive Stock Option may be granted to any non-employee of the Company
      or an Affiliate.

	 	 	
       

	 	(c) 	
      Source of Shares. The Subordinate Voting Shares
      with respect to which Awards may be made under the Plan shall be shares
      authorized by Acreage for issuance but unissued, or issued and reacquired,
      including without limitation shares purchased in the open market or in
      private transactions.

	 	 	
       

	 	(d) 	
      Stock Exchange Limits.




	 	(i) 	
      The number of Subordinate Voting Shares subject to Awards
      granted to any one Participant shall be determined by the Board, but no
      one Participant shall be granted Awards which exceed, in aggregate, the
      maximum number permitted by the Exchange, if applicable.

	 	 	 
	 	(ii) 	
      Subject to the aggregate limit and adjustment provisions
      in Section 5 of this Plan, the aggregate number of Subordinate Voting
      Shares that may be issued to “Insiders” (as defined in the Securities Act
(Ontario) and includes an associate and Affiliate, as defined in the
Securities Act (Ontario) pursuant to the exercise of Awards under the
Plan and all other security based compensation arrangements of the Company are
subject, in all respects, to Exchange policies. 



11 




6.        
 Participation.

Participation in the Plan shall be open to all Eligible
Individuals, as may be selected by the Administrator from time to time.

7.        
 Awards.

	 	(a) 	
      Awards, In General. The Administrator, in its sole
      discretion, shall establish the terms of all Awards granted under the Plan
      consistent with the terms of the Plan. Awards may be granted individually
      or in tandem with other types of Awards, concurrently with or with respect
      to outstanding Awards. All Awards are subject to the terms and conditions
      of the Plan and as provided in the Award Agreement, which shall be
      delivered to the Participant receiving such Award upon, or as promptly as
      is reasonably practicable following, the grant of such Award. Unless
      otherwise specified by the Administrator, in its sole discretion, or
      otherwise provided in the Award Agreement, an Award shall not be effective
      unless the Award Agreement is signed or otherwise accepted by Acreage and
      the Participant receiving the Award (including by electronic delivery
      and/or electronic signature). Unless the Administrator determines
      otherwise, any failure by the Participant to sign and return the Award
      Agreement within such period of time following the granting of the Award
      as the Administrator shall prescribe shall cause such Award to the
      Participant to be null and void. The Administrator may direct that any
      stock certificate evidencing shares issued pursuant to the Plan shall bear
      a legend setting forth such restrictions on transferability as may apply
      to such shares pursuant to the Plan.

	 	 	 
	 	(b) 	
      Minimum Restriction Period for Full Value Awards.
      Except as provided below and notwithstanding any provision of the Plan to
      the contrary, each Award granted under the Plan shall be subject to a
      minimum Restriction Period of 12 months from the date of grant if vesting
      of or lapse of restrictions on such Award is based on the satisfaction of
      Performance Criteria and a minimum Restriction Period of 36 months from
      the date of grant, applied in either pro rata installments or a single
      installment, if vesting of or lapse of restrictions on such Award is based
      solely on the Participant’s satisfaction of specified service requirements
      with the Company. If the grant of a Performance Award is conditioned on
      satisfaction of Performance Criteria, the Performance Period shall not be
      less than 12 months’ duration, but no additional minimum Restriction
      Period need apply to such Award. Except as provided below and
      notwithstanding any provision of the Plan to the contrary, the
      Administrator shall not have discretionary authority to waive the minimum
      Restriction Period applicable to a Full Value Award, except in the case of
      death, disability, retirement, or a Change in Control. Notwithstanding the
      foregoing, the provisions of this Section 7(b) shall not apply and/or may
      be waived, in the Administrator’s sole discretion, with respect to up to
      the number of Full Value Awards that is equal to 10% of the aggregate
      Share Pool as of the Effective Date. Notwithstanding the foregoing, the
      minimum Restriction Period may be less than 36 months in order to ensure
      that an Award complies at all times with the exception in paragraph (k) of
      the definition of “salary deferral arrangement” in subsection 248(1) of
      the Income Tax Act (Canada) or comparable legislation of any
      jurisdiction.

	 	 	 
	 	(c) 	
      Stock Options.




	 	(i) 	
      Grants. A stock option means a right to purchase a
      specified number of Subordinate Voting Shares from Acreage at a specified
      price during a specified period of time. The Administrator may from time
      to time grant to Eligible Individuals Awards of Incentive Stock Options or
      Non-qualified Options; provided, however, that Awards of Incentive Stock
      Options shall be limited to employees of Acreage or of any current or
      hereafter existing “parent corporation” or “subsidiary corporation,” as
      defined in Sections 424(e) and 424(f) of the Code, respectively, of Acreage, and any
      other Eligible Individuals who are eligible to receive Incentive Stock
      Options under the provisions of Section 422 of the Code. No stock option
      shall be an Incentive Stock Option unless so designated by the
      Administrator at the time of grant or in the applicable Award
  Agreement.



12 





	 	(ii) 	
      Exercise. Stock options shall be exercisable at such time
      or times and subject to such terms and conditions as shall be determined
      by the Administrator; provided, however, that Awards of stock options may
      not have a term in excess of ten years’ duration unless required otherwise
      by applicable law. The exercise price per share subject to a stock option
      granted under the Plan shall not be less than the Fair Market Value of one
      Subordinate Voting Share on the date of grant of the stock option, except
      as provided under applicable law or with respect to stock options that are
      granted in substitution of similar types of awards of a company acquired
      by Acreage or a Subsidiary or with which Acreage or a Subsidiary combines
      (whether in connection with a corporate transaction, such as a merger,
      combination, consolidation or acquisition of property or stock, or
      otherwise) to preserve the intrinsic value of such awards. Notwithstanding
      the foregoing, An Incentive Stock Option shall not be granted to any
      individual who, at the date of grant, owns Stock possessing more than ten
      percent of the total combined voting power of all classes of stock of the
      Company or any Affiliate, unless the exercise price per share is at least
      110% of the Fair Market Value per share of Stock at the date of grant, and
      the Option expires no later than five years after the date of grant.
      Should the expiry date of a stock option fall within a period during which
      the relevant Participant is prohibited from exercising a Nonqualified
      Option due to trading restrictions imposed by the Company pursuant to any
      policy of the Company respecting restrictions on trading that is in effect
      at that time (a “blackout period”) or within nine Business Days
      following the expiration of a blackout period, such expiry date of the
      Nonqualified Option shall be automatically extended without any further
      act or formality to that date which is the tenth Business Day after the
      end of the blackout period (but not beyond the first to occur of the
      original term of the option or the 10th anniversary of the
      original grant date of the option), such tenth Business Day to be
      considered the expiry date for such Nonqualified Option for all purposes
      under the Plan. The ten Business Day period referred to in this paragraph
      may not be extended by the Board.

	 	 	 
	 	(iii) 	
      Termination of Service. Except as provided in the
      applicable Award Agreement or otherwise determined by the Administrator,
      to the extent stock options are not vested and exercisable, a
      Participant’s stock options shall be forfeited upon his or her Termination
      of Service.

	 	 	 
	 	(iv) 	
      Additional Terms and Conditions. The Administrator
      may, by way of the Award Agreement or otherwise, determine such other
      terms, conditions, restrictions, and/or limitations, if any, of any Award
      of stock options, provided they are not inconsistent with the
  Plan.





	 	(d) 	
      Limitation on Reload Options. The Administrator
      shall not grant stock options under this Plan that contain a reload or
      replenishment feature pursuant to which a new stock option would be
      granted automatically upon receipt of delivery of Subordinate Voting
      Shares to Acreage in payment of the exercise price or any tax withholding
      obligation under any other stock option.

	 	 	 
	 	(e) 	
      Stock Appreciation
Rights.




	 	(i) 	
      Grants. The Administrator may from time to time
      grant to Eligible Individuals Awards of stock appreciation rights. A stock
      appreciation right entitles the Participant to receive, subject to the
      provisions of the Plan and the Award Agreement, a payment having an
      aggregate value equal to the product of (i) the excess of (A) the Fair
      Market Value on the exercise date of one Subordinate Voting Share over (B)
      the base price per share specified in the Award Agreement, times (ii) the
      number of shares specified by the stock appreciation right, or portion thereof, which is
      exercised. The base price per share specified in the Award Agreement shall
      not be less than the Fair Market Value on the date of grant, or with
      respect to stock appreciation rights that are granted in substitution of
      similar types of awards of a company acquired by Acreage or a Subsidiary
      or with which Acreage or a Subsidiary combines (whether in connection with
      a corporate transaction, such as a merger, combination, consolidation or
      acquisition of property or stock, or otherwise) such base price as is
  necessary to preserve the intrinsic value of such awards.



13 





	 	(ii) 	
      Exercise. Stock appreciation rights shall be
      exercisable at such time or times and subject to such terms and conditions
      as shall be determined by the Administrator; provided, however, that stock
      appreciation rights granted under the Plan may not have a term in excess
      of ten years’ duration unless required otherwise by applicable law. The
      applicable Award Agreement shall specify whether payment by Acreage of the
      amount receivable upon any exercise of a stock appreciation right is to be
      made in cash or Subordinate Voting Shares or a combination of both, or
      shall reserve to the Administrator or the Participant the right to make
      that determination prior to or upon the exercise of the stock appreciation
      right. If upon the exercise of a stock appreciation right a Participant is
      to receive a portion of such payment in Subordinate Voting Shares, the
      number of shares shall be determined by dividing such portion by the Fair
      Market Value of a Subordinate Voting Share on the exercise date. No
      fractional shares shall be used for such payment and the Administrator
      shall determine whether cash shall be given in lieu of such fractional
      shares or whether such fractional shares shall be eliminated.

	 	 	 
	 	(iii) 	
      Termination of Service. Except as provided in the
      applicable Award Agreement or otherwise determined by the Administrator,
      to the extent stock appreciation rights are not vested and exercisable, a
      Participant’s stock appreciation rights shall be forfeited upon his or her
      Termination of Service.

	 	 	 
	 	(iv) 	
      Additional Terms and Conditions. The Administrator
      may, by way of the Award Agreement or otherwise, determine such other
      terms, conditions, restrictions, and/or limitations, if any, of any Award
      of stock appreciation rights, provided they are not inconsistent with the
      Plan.





	 	(f) 	
      Repricing. Notwithstanding anything herein to the
      contrary, except in connection with a corporate transaction involving
      Acreage (including, without limitation, any stock dividend, stock split,
      extraordinary cash dividend, recapitalization, reorganization, merger,
      consolidation, split-up, spin- off, combination, or exchange of shares),
      the terms of stock options and stock appreciation rights granted under the
      Plan may not be amended, after the date of grant, to reduce the exercise
      price of such stock options or stock appreciation rights, nor may
      outstanding stock options or stock appreciation rights be canceled in
      exchange for (i) cash, (ii) stock options or stock appreciation rights
      with an exercise price or base price that is less than the exercise price
      or base price of the original outstanding stock options or stock
      appreciation rights, or (iii) other Awards, unless such action is approved
      by Acreage’s shareholders.

	 	 	 
	 	(g) 	
      Stock Awards.




	 	(i) 	
      Grants. The Administrator may from time to time grant to
      Eligible Individuals Awards of unrestricted Subordinate Voting Shares or
      Restricted Stock (collectively, “Stock Awards”) on such terms and
      conditions, and for such consideration, including no consideration or such
      minimum consideration as may be required by law, as the Administrator
      shall determine, subject to the limitations set forth in Section 7(b).
      Stock Awards shall be evidenced in such manner as the Administrator may
      deem appropriate, including via book-entry
registration.



14 





	 	(ii) 	
      Vesting. Restricted Stock shall be subject to such
      vesting, restrictions on transferability and other restrictions, if any,
      and/or risk of forfeiture as the Administrator may impose at the date of
      grant or thereafter. The Restriction Period to which such vesting,
      restrictions and/or risk of forfeiture apply may lapse under such
      circumstances, including without limitation upon the attainment of
      Performance Criteria, in such installments, or otherwise, as the
      Administrator may determine. Subject to the provisions of the Plan, the
      applicable Award Agreement and applicable law, during the Restriction
      Period, the Participant shall not be permitted to vote sell, assign,
      transfer, pledge or otherwise encumber shares of Restricted
  Stock.

	 	 	 
	 	(iii) 	
      Rights of a Shareholder; Dividends. Except to the extent
      restricted under the Award Agreement relating to the Restricted Stock, a
      Participant granted Restricted Stock shall have all of the rights of a
      shareholder of Subordinate Voting Shares including, without limitation,
      the right to vote Restricted Stock upon the expiry of the Restriction
      Period. Subject to shareholder approval, cash dividends declared payable
      on Subordinate Voting Shares shall be paid, with respect to outstanding
      Restricted Stock, as determined by the Administrator, and shall be paid in
      cash or as unrestricted Subordinate Voting Shares having a Fair Market
      Value equal to the amount of such dividends or may be reinvested in
      additional shares of Restricted Stock as determined by the Administrator;
      provided, however, that dividends declared payable on Restricted Stock
      that is granted as a Performance Award shall be held by Acreage and made
      subject to forfeiture at least until achievement of the applicable
      Performance Goal related to such shares of Restricted Stock. Stock
      distributed in connection with a stock split or stock dividend, and other
      property distributed as a dividend, shall be subject to restrictions and a
      risk of forfeiture to the same extent as the Restricted Stock with respect
      to which such Subordinate Voting Shares or other property has been
      distributed. As soon as is practicable following the date on which
      restrictions on any shares of Restricted Stock lapse, Acreage shall
      deliver to the Participant the certificates for such shares or shall cause
      the shares to be registered in the Participant’s name in book-entry form,
      in either case with the restrictions removed, provided that the
      Participant shall have complied with all conditions for delivery of such
      shares contained in the Award Agreement or otherwise reasonably required
      by Acreage.

	 	 	 
	 	(iv) 	
      Termination of Service. Except as provided in the
      applicable Award Agreement, upon Termination of Service during the
      applicable Restriction Period, Restricted Stock and any accrued but unpaid
      dividends that are at that time subject to restrictions shall be
      forfeited; provided that, subject to the limitations set forth in Section
      7(b), the Administrator may provide, by rule or regulation or in any Award
      Agreement, or may determine in any individual case, that restrictions or
      forfeiture conditions relating to Restricted Stock will be waived in whole
      or in part in the event of terminations resulting from specified causes,
      and the Administrator may in other cases waive in whole or in part the
      forfeiture of Restricted Stock.

	 	 	 
	 	(v) 	
      Additional Terms and Conditions. The Administrator may,
      by way of the Award Agreement or otherwise, determine such other terms,
      conditions, restrictions, and/or limitations, if any, of any Award of
      Restricted Stock, provided they are not inconsistent with the
  Plan.




	 	(h) 	
      Share Units.




	 	(i) 	
      Grants. The Administrator may from time to time
      grant to Eligible Individuals Awards of unrestricted stock Units or
      Restricted Share Units on such terms and conditions, and for such
      consideration, including no consideration or such minimum consideration as
      may be required by law, as the Administrator shall determine, subject to
      the limitations set forth in Section 7(b). Restricted Share Units
      represent a contractual obligation by Acreage to deliver a number of
      Subordinate Voting Shares, an amount in cash equal to the Fair Market
      Value of the specified number of shares subject to the Award, or a
      combination of Subordinate Voting Shares and cash, in accordance with
      the terms and conditions set forth in the Plan and any applicable Award
  Agreement.



15 





	 	(ii) 	
      Vesting and Payment. Restricted Share Units shall
      be subject to such vesting, risk of forfeiture and/or payment provisions
      as the Administrator may impose at the date of grant. The Restriction
      Period to which such vesting and/or risk of forfeiture apply may lapse
      under such circumstances, including without limitation upon the attainment
      of Performance Criteria, in such installments, or otherwise, as the
      Administrator may determine. Subordinate Voting Shares, cash or a
      combination of Subordinate Voting Shares and cash, as applicable, payable
      in settlement of Restricted Share Units shall be delivered to the
      Participant as soon as administratively practicable, but no later than 30
      days, after the date on which payment is due under the terms of the Award
      Agreement provided that the Participant shall have complied with all
      conditions for delivery of such shares or payment contained in the Award
      Agreement or otherwise reasonably required by Acreage, or in accordance
      with an election of the Participant, if the Administrator so permits, that
      meets the requirements of Section 409A of the Code.

	 	 	 
	 	(iii) 	
      No Rights of a Shareholder; Dividend Equivalents.
      Until Subordinate Voting Shares are issued to the Participant in
      settlement of stock Units, the Participant shall not have any rights of a
      shareholder of Acreage with respect to the stock Units or the shares
      issuable thereunder. The Administrator may grant to the Participant the
      right to receive Dividend Equivalents on stock Units, on a current,
      reinvested and/or restricted basis, subject to such terms as the
      Administrator may determine provided, however, that Dividend Equivalents
      payable on stock Units that are granted as a Performance Award shall,
      rather than be paid on a current basis, be accrued and made subject to
      forfeiture at least until achievement of the applicable Performance Goal
      related to such stock Units.

	 	 	 
	 	(iv) 	
      Termination of Service. Upon Termination of
      Service during the applicable deferral period or portion thereof to which
      forfeiture conditions apply, or upon failure to satisfy any other
      conditions precedent to the delivery of Subordinate Voting Shares or cash
      to which such Restricted Share Units relate, all Restricted Share Units
      and any accrued but unpaid Dividend Equivalents with respect to such
      Restricted Share Units that are then subject to deferral or restriction
      shall be forfeited; provided that, subject to the limitations set forth in
      Section 7(b), the Administrator may provide, by rule or regulation or in
      any Award Agreement, or may determine in any individual case, that
      restrictions or forfeiture conditions relating to Restricted Share Units
      will be waived in whole or in part in the event of termination resulting
      from specified causes, and the Administrator may in other cases waive in
      whole or in part the forfeiture of Restricted Share Units.

	 	 	 
	 	(v) 	
      Additional Terms and Conditions. The Administrator
      may, by way of the Award Agreement or otherwise, determine such other
      terms, conditions, restrictions, and/or limitations, if any, of any Award
      of stock Units, provided they are not inconsistent with the
  Plan.





	 	(i) 	
      Performance Shares and Performance
Units.

	 	 	 	 
	 		(i) 	
      Grants. The Administrator may from time to time
      grant to Eligible Individuals Awards in the form of Performance Shares and
      Performance Units. Performance Shares, as that term is used in this Plan,
      shall refer to Subordinate Voting Shares or Units that are expressed in
      terms of Subordinate Voting Shares, the issuance, vesting, lapse of
      restrictions on or payment of which is contingent on performance as
      measured against predetermined objectives over a specified Performance
      Period. Performance Units, as that term is used in this Plan, shall refer
      to dollar-denominated Units valued by reference to designated criteria
      established by the Administrator, other than Subordinate Voting Shares,
      the issuance, vesting, lapse of restrictions on or payment of which is
      contingent on performance as measured against predetermined objectives
      over a specified Performance Period. The applicable Award Agreement shall specify
      whether Performance Shares and Performance Units will be settled or paid
      in cash or Subordinate Voting Shares or a combination of both, or shall
      reserve to the Administrator or the Participant the right to make that
  determination prior to or at the payment or settlement date.



16 





	 	(ii) 	
      Performance Criteria. The Administrator shall,
      prior to or at the time of grant, condition the grant, vesting or payment
      of, or lapse of restrictions on, an Award of Performance Shares or
      Performance Units upon (A) the attainment of Performance Criteria during a
      Performance Period or (B) the attainment of Performance Criteria and the
      continued service of the Participant. The length of the Performance
      Period, the Performance Criteria to be achieved during the Performance
      Period, and the measure of whether and to what degree such Performance
      Criteria have been attained shall be conclusively determined by the
      Administrator in the exercise of its absolute discretion. Performance
      Criteria may include minimum, maximum and target levels of performance,
      with the size of the Award or payout of Performance Shares or Performance
      Units or the vesting or lapse of restrictions with respect thereto based
      on the level attained. An Award of Performance Shares or Performance Units
      shall be settled as and when the Award vests or at a later time specified
      in the Award Agreement or in accordance with an election of the
      Participant, if the Administrator so permits, that meets the requirements
      of Section 409A of the Code.

	 	 	 
	 	(iii) 	
      Additional Terms and Conditions. The Administrator
      may, by way of the Award Agreement or otherwise, determine such other
      terms, conditions, restrictions, and/or limitations, if any, of any Award
      of Performance Shares or Performance Units, provided they are not
      inconsistent with the Plan.





	 	(j) 	
      Other Stock-Based Awards. The Administrator may
      from time to time grant to Eligible Individuals Awards in the form of
      Other Stock-Based Awards. Other Stock-Based Awards in the form of Dividend
      Equivalents may be (A) awarded on a free-standing basis or in connection
      with another Award other than a stock option or stock appreciation right,
      (B) paid currently or credited to an account for the Participant,
      including the reinvestment of such credited amounts in Subordinate Voting
      Shares equivalents, to be paid on a deferred basis, and (C) settled in
      cash or Subordinate Voting Shares as determined by the Administrator;
      provided, however, that Dividend Equivalents payable on Other Stock-Based
      Awards that are granted as a Performance Award shall, rather than be paid
      on a current basis, be accrued and made subject to forfeiture at least
      until achievement of the applicable Performance Goal related to such Other
      Stock-Based Awards. Any such settlements, and any such crediting of
      Dividend Equivalents, may be subject to such conditions, restrictions and
      contingencies as the Administrator shall establish.

	 	 	 
	 	(k) 	
      Awards to Participants Outside the United States.
      The Administrator may grant Awards to Eligible Individuals who are foreign
      nationals, who are located outside the United States or who are not
      compensated from a payroll maintained in the United States, or who are
      otherwise subject to (or could cause Acreage or a Subsidiary to be subject
      to) tax, legal or regulatory provisions of countries or jurisdictions
      outside the United States, on such terms and conditions different from
      those specified in the Plan as may, in the judgment of the Administrator,
      be necessary or desirable in order that any such Award shall conform to
      laws, regulations, and customs of the country or jurisdiction in which the
      Participant is then resident or primarily employed or to foster and
      promote achievement of the purposes of the Plan.

	 	 	 
	 	(l) 	
      Limitation on Dividend Reinvestment and Dividend
      Equivalents. Reinvestment of dividends in additional Restricted Stock
      at the time of any dividend payment, and the payment of Subordinate Voting
      Shares with respect to dividends to Participants holding Awards of stock
      Units, shall only be permissible if sufficient shares are available under
      the Share Pool for such reinvestment or payment (taking into account then
      outstanding Awards). In the event that sufficient shares are not available
      under the Share Pool for such reinvestment or payment, such reinvestment
      or payment shall be made in the form of a grant of stock Units equal in
      number to the Subordinate Voting Shares that would
have been obtained by such payment or reinvestment, the terms of which stock
Units shall provide for settlement in cash and for Dividend Equivalent
reinvestment in further stock Units on the terms contemplated by this Section
7(m). 



17 




8.         
Withholding of Taxes.

Participants and holders of Awards shall pay to Acreage or its
Affiliate, or make arrangements satisfactory to the Administrator for payment
of, any Tax Withholding Obligation in respect of Awards granted under the Plan
no later than the date of the event creating the tax or social insurance
contribution liability. The obligations of Acreage under the Plan shall be
conditional on such payment or arrangements. Unless otherwise determined by the
Administrator, and subject always to applicable law, Tax Withholding Obligations
may be settled in whole or in part with Subordinate Voting Shares, including
unrestricted outstanding shares surrendered to Acreage and unrestricted shares
that are part of the Award that gives rise to the Tax Withholding Obligation,
having a Fair Market Value on the date of surrender or withholding equal to the
statutory minimum amount (or such greater amount permitted under FASB Accounting
Standards Codification Topic 718, Compensation—Stock Compensation, for
equity-classified awards) required to be withheld for tax or social insurance
contribution purposes, all in accordance with such procedures as the
Administrator establishes. Acreage or its Affiliate may deduct, to the extent
permitted by law, any such Tax Withholding Obligations from any payment of any
kind otherwise due to the Participant or holder of an Award. 

9.        
 Transferability of Awards.

	 	(a) 	
      Requirement for Administrator Permission. Except
      as otherwise determined by the Administrator, and in any event in the case
      of an Incentive Stock Option or a tandem stock appreciation right granted
      with respect to an Incentive Stock Option, no Award granted under the Plan
      shall be transferable by a Participant otherwise than by will or the laws
      of descent and distribution. The Administrator shall not permit any
      transfer of an Award for value except to the Company or in connection with
      a Change in Control. An Award may be exercised during the lifetime of the
      Participant, only by the Participant or, during the period the Participant
      is under a legal disability, by the Participant’s guardian or legal
      representative, unless otherwise determined by the Administrator. Awards
      granted under the Plan shall not be subject in any manner to alienation,
      anticipation, sale, transfer, assignment, pledge, or encumbrance, except
      as otherwise determined by the Administrator; provided, however, that the
      restrictions in this sentence shall not apply to the Subordinate Voting
      Shares received in connection with an Award after the date that the
      restrictions on transferability of such shares set forth in the applicable
      Award Agreement have lapsed. Nothing in this paragraph shall be
      interpreted or construed as overriding the terms of any Acreage stock
      ownership or retention policy, now or hereafter existing, that may apply
      to the Participant or Subordinate Voting Shares received under an
      Award.

	 	 	 
	 	(b) 	
      Administrator Discretion to Permit Transfers Other
      Than For Value. Except as otherwise restricted by applicable law, the
      Administrator may, but need not, permit an Award, other than an Incentive
      Stock Option or a tandem stock appreciation right granted with respect to
      an Incentive Stock Option, to be transferred to a Participant’s Family
      Member (as defined below) as a gift or pursuant to a domestic relations
      order in settlement of marital property rights. The Administrator shall
      not permit any transfer of an Award for value except to the Company or in
      connection with a Change in Control. For purposes of this Section 9,
      “Family Member” means any child, stepchild, grandchild, parent,
      stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
      mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
      or sister-in-law, including adoptive relationships, any person sharing the
      Participant’s household (other than a tenant or employee), a trust in
      which these persons have more than fifty percent of the beneficial
      interest, a foundation in which these persons (or the Participant) control
      the management of assets, and any other entity in which these persons (or
      the Participant) own more than fifty percent (50%) of the voting
      interests. The following transactions are not prohibited transfers for
      value: (i) a transfer under a domestic relations order in settlement of
      marital property rights; and (ii) a transfer to an entity in which more
      than fifty percent of the voting interests are owned by Family Members (or
      the Participant) in exchange for an interest in that
  entity.



18 





	10. 	
      Adjustments for Corporate
      Transactions and Other Events.

	 	 	 
		(a) 	
      Mandatory Adjustments. In the event of a merger,
      consolidation, stock rights offering, statutory share exchange or similar
      event affecting Acreage (each, a “Corporate Event”) or a stock
      dividend, stock split, reverse stock split, separation, spinoff,
      reorganization, extraordinary dividend of cash or other property, share
      combination or subdivision, or recapitalization or similar event affecting
      the capital structure of Acreage (each, a “Share Change”) that
      occurs at any time after adoption of this Plan by the Board (including any
      such Corporate Event or Share Change that occurs after such adoption and
      coincident with or prior to the Effective Date), the Administrator shall,
      with the approval of the Exchange or the shareholders of the Company (if
      required), make equitable and appropriate substitutions or proportionate
      adjustments to (i) the aggregate number and kind of Subordinate Voting
      Shares or other securities on which Awards under the Plan may be granted
      to Eligible Individuals, (ii) the maximum number of Subordinate Voting
      Shares or other securities with respect to which Awards may be granted
      during any one calendar year to any individual, (iii) the maximum number
      of Subordinate Voting Shares or other securities that may be issued with
      respect to Incentive Stock Options granted under the Plan, (iv) the number
      of Subordinate Voting Shares or other securities covered by each
      outstanding Award and the exercise price, base price or other price per
      share, if any, and other relevant terms of each outstanding Award, and (v)
      all other numerical limitations relating to Awards, whether contained in
      this Plan or in Award Agreements; provided, however, that any fractional
      shares resulting from any such adjustment shall be eliminated; and,
      provided further, that in no event shall the exercise price per
      Subordinate Voting Share of a stock option or stock appreciation right, or
      subscription price per Subordinate Voting Share or any other Award, be
      reduced to an amount that is lower than the par value of a Subordinate
      Voting Share.

	 	 	 
		(b) 	
      Discretionary Adjustments. In the case of a
      Corporate Event, the Administrator may, with the approval of the Exchange
      or the shareholders of the Company (if required), make such other
      adjustments to outstanding Awards as it determines to be appropriate and
      desirable, which adjustments may include, without limitation, (i) the
      cancellation of outstanding Awards in exchange for payments of cash,
      securities or other property or a combination thereof having an aggregate
      value equal to the value of such Awards, as determined by the
      Administrator in its sole discretion (it being understood that in the case
      of a Corporate Event with respect to which shareholders of Acreage receive
      consideration other than publicly traded equity securities of the ultimate
      surviving entity, any such determination by the Administrator that the
      value of a stock option or stock appreciation right shall for this purpose
      be deemed to equal the excess, if any, of the value of the consideration
      being paid for each Subordinate Voting Share pursuant to such Corporate
      Event over the exercise price or base price of such stock option or stock
      appreciation right shall conclusively be deemed valid and that any stock
      option or stock appreciation right may be cancelled for no consideration
      upon a Corporate Event if its exercise price or base price equals or
      exceeds the value of the consideration being paid for each Subordinate
      Voting Share pursuant to such Corporate Event), (ii) the substitution of
      securities or other property (including, without limitation, cash or other
      securities of Acreage and securities of entities other than Acreage) for
      the Subordinate Voting Shares subject to outstanding Awards, and (iii) the
      substitution of equivalent awards, as determined in the sole discretion of
      the Administrator, of the surviving or successor entity or a parent
      thereof (“Substitute Awards”).

	 	 	 
		(c) 	
      Adjustments to Performance Criteria. The
      Administrator may, in its discretion, adjust the Performance Criteria
      applicable to any Awards to reflect any unusual or infrequently occurring
      event or transaction, impact of charges for restructurings, discontinued
      operations and the cumulative effects of accounting or tax changes, each
      as defined by generally accepted accounting principles or as identified in
      Acreage’s consolidated financial statements, notes to the consolidated
      financial statements, management’s discussion and analysis or other
      Acreage filings with the Securities and Exchange Commission. If the
      Administrator determines that a change in the business, operations,
      corporate structure or capital structure of Acreage or the applicable
      subsidiary, business segment or other operational unit of Acreage or any
      such entity or segment, or the manner in which any of the foregoing
      conducts its business, or other events or
circumstances, render the Performance Criteria to be unsuitable, the
      Administrator may modify such Performance Criteria or the related minimum
      acceptable level of achievement, in whole or in part, as the Administrator
  deems appropriate and equitable.



19 





	 	(d) 	
      Statutory Requirements Affecting Adjustments.
      Notwithstanding the foregoing: (A) any adjustments made pursuant to
      Section 10 to Awards that are considered “deferred compensation” within
      the meaning of Section 409A of the Code shall be made in compliance with
      the requirements of Section 409A of the Code; (B) any adjustments made
      pursuant to Section 10 to Awards that are not considered “deferred
      compensation” subject to Section 409A of the Code shall be made in such a
      manner as to ensure that after such adjustment, the Awards either (1)
      continue not to be subject to Section 409A of the Code or (2) comply with
      the requirements of Section 409A of the Code; (C) in any event, the
      Administrator shall not have the authority to make any adjustments
      pursuant to Section 10 to the extent the existence of such authority would
      cause an Award that is not intended to be subject to Section 409A of the
      Code at the date of grant to be subject thereto; and (D) any adjustments
      made pursuant to Section 10 to Awards that are Incentive Stock Options
      shall be made in compliance with the requirements of Section 424 (a) of
      the Code.

	 	 	 
	 	(e) 	
      Dissolution or Liquidation. Unless the
      Administrator determines otherwise, all Awards outstanding under the Plan
      shall terminate upon the dissolution or liquidation of
  Acreage.



11.        Change in
Control Provisions.

	 	(a) 	
      Termination of Awards. Notwithstanding the
      provisions of Section 11(b), in the event that any transaction resulting
      in a Change in Control occurs, outstanding Awards will terminate upon the
      effective time of such Change in Control unless provision is made in
      connection with the transaction for the continuation or assumption of such
      Awards by, or for the issuance therefor of Substitute Awards of, the
      surviving or successor entity or a parent thereof. Solely with respect to
      Awards that will terminate as a result of the immediately preceding
      sentence and except as otherwise provided in the applicable Award
      Agreement:

	 	 	 	 
	 		(i) 	
      the outstanding Awards of stock options and stock
      appreciation rights that will terminate upon the effective time of the
      Change in Control shall, immediately before the effective time of the
      Change in Control, become fully exercisable and the holders of such Awards
      will be permitted, immediately before the Change in Control, to exercise
      the Awards;

	 	 	 	 
	 		(ii) 	
      the outstanding shares of Restricted Stock the vesting or
      restrictions on which are then solely time-based and not subject to
      achievement of Performance Criteria shall, immediately before the
      effective time of the Change in Control, become fully vested, free of all
      transfer and lapse restrictions and free of all risks of
  forfeiture;

	 	 	 	 
	 		(iii) 	
      the outstanding shares of Restricted Stock the vesting or
      restrictions on which are then subject to and pending achievement of
      Performance Criteria shall, immediately before the effective time of the
      Change in Control and unless the Award Agreement provides for vesting or
      lapsing of restrictions in a greater amount upon the occurrence of a
      Change in Control, become vested, free of transfer and lapse restrictions
      and risks of forfeiture in such amounts as if the applicable Performance
      Criteria for the unexpired Performance Period had been achieved at the
      target level set forth in the applicable Award Agreement;

	 	 	 	 
	 		(iv) 	
      the outstanding Restricted Share Units, Performance
      Shares and Performance Units the vesting, earning or settlement of which
      is then solely time-based and not subject to or pending achievement of
      Performance Criteria shall, immediately before the effective time of the
      Change in Control, become fully earned and vested and shall be settled in
      cash or Subordinate Voting Shares (consistent with the terms of the Award
      Agreement after taking into account the effect of the Change in Control
      transaction on the shares) as promptly as is practicable, subject to any
      applicable limitations imposed thereon by Section 409A of the Code;
    and



20 





	 	(v) 	
      the outstanding Restricted Share Units, Performance
      Shares and Performance Units the vesting, earning or settlement of which
      is then subject to and pending achievement of Performance Criteria shall,
      immediately before the effective time of the Change in Control and unless
      the Award Agreement provides for vesting, earning or settlement in a
      greater amount upon the occurrence of a Change in Control, become vested
      and earned in such amounts as if the applicable Performance Criteria for
      the unexpired Performance Period had been achieved at the target level set
      forth in the applicable Award Agreement and shall be settled in cash or
      Subordinate Voting Shares (consistent with the terms of the Award
      Agreement after taking into account the effect of the Change in Control
      transaction on the shares) as promptly as is practicable, subject to any
      applicable limitations imposed thereon by Section 409A of the
  Code.




	 		
      Implementation of the provisions of this Section 11(a)
      shall be conditioned upon consummation of the Change in Control.

	 	 	 
	 	(b) 	
      Continuation, Assumption or Substitution of
      Awards. The administrator may specify, on or after the date of grant,
      in an award agreement or amendment thereto, the consequences of a
      Participant’s Termination of Service that occurs coincident with or
      following the occurrence of a Change in Control, if a Change in Control
      occurs under which provision is made in connection with the transaction
      for the continuation or assumption of outstanding Awards by, or for the
      issuance therefor of Substitute Awards of, the surviving or successor
      entity or a parent thereof.

	 	 	 
	 	(c) 	
      Other Permitted Actions. In the event that any
      transaction resulting in a Change in Control occurs, the Administrator may
      take any of the actions set forth in Section 10 with respect to any or all
      Awards granted under the Plan.

	 	 	 
	 	(d) 	
      Section 409A Savings Clause. Notwithstanding the
      foregoing, if any Award is considered to be a “nonqualified deferred
      compensation plan” within the meaning of Section 409A of the Code, this
      Section 11 shall apply to such Award only to the extent that its
      application would not result in the imposition of any tax or interest or
      the inclusion of any amount in income under Section 409A of the
    Code.



12.       
Substitution of Awards in Mergers and Acquisitions. 

Awards may be granted under the Plan from time to time in
substitution for assumed awards held by employees, officers, consultants or
directors of entities who become employees, officers, consultants or directors
of Acreage or a Subsidiary as the result of a merger or consolidation of the
entity for which they perform services with Acreage or a Subsidiary, or the
acquisition by Acreage of the assets or stock of the such entity. The terms and
conditions of any Awards so granted may vary from the terms and conditions set
forth herein to the extent that the Administrator deems appropriate at the time
of grant to conform the Awards to the provisions of the assumed awards for which
they are substituted and to preserve their intrinsic value as of the date of the
merger, consolidation or acquisition transaction. To the extent permitted by
applicable law and marketplace or listing rules of the primary securities market
or exchange on which the Subordinate Voting Shares are listed or admitted for
trading, any available shares under a shareholder-approved plan of an acquired
company (as appropriately adjusted to reflect the transaction) may be used for
Awards granted pursuant to this Section 12 and, upon such grant, shall not
reduce the Share Pool. 

13.        Compliance
with Securities Laws; Listing and Registration.

	 	(a) 	
      The obligation of Acreage to sell or deliver Subordinate
      Voting Shares with respect to any Award granted under the Plan shall be
      subject to all applicable laws, rules and regulations, including all
      applicable federal, state or foreign (non-United States) securities laws,
      or foreign (non-United States) securities laws and the obtaining of all
      such approvals by governmental agencies as may be deemed necessary or
      appropriate by the Administrator. If at any time the Administrator
      determines that the delivery of Subordinate Voting Shares under the Plan
      is or may be unlawful under the laws of any applicable jurisdiction, or
      federal, state or foreign (non-United States) securities laws, the right
      to exercise an Award or receive Subordinate Voting Shares pursuant to an
      Award shall be suspended until the Administrator determines that such
      delivery is lawful. If at any time the Administrator determines that the
      delivery of Subordinate Voting Shares under the Plan would or may violate
      the rules of any exchange on which Acreage’s securities are then listed
      for trading, the right to exercise an Award or receive Subordinate Voting
      Shares pursuant to an Award shall be suspended until the Administrator
      determines that such delivery would not violate such rules. If the
      Administrator determines that the exercise or nonforfeitability of, or
      delivery of benefits pursuant to, any Award would violate any applicable
      provision of securities laws or the listing requirements of any stock
      exchange upon which any of Acreage’s equity securities are listed, then
      the Administrator may postpone any such exercise, nonforfeitability or
      delivery, as applicable, but Acreage shall use all reasonable efforts to
      cause such exercise, nonforfeitability or delivery to comply with all such
      provisions at the earliest practicable date. The inability of the Company
      to obtain from any regulatory body having jurisdiction the authority, if
      any, deemed by the Company’s legal counsel to be necessary to the lawful
      issuance and sale of any shares under the Plan shall relieve the Company
      of any liability in respect of the failure to issue or sell such shares as
to which such requisite authority shall not have been obtained.



21 





	 	(b) 	
      Each Award is subject to the requirement that, if at any
      time the Administrator determines, in its absolute discretion, that the
      listing, registration or qualification of Subordinate Voting Shares
      issuable pursuant to the Plan is required by any securities exchange or
      under any state, federal or foreign (non-United States) law, or the
      consent or approval of any governmental regulatory body is necessary or
      desirable as a condition of, or in connection with, the grant of an Award
      or the issuance of Subordinate Voting Shares, no such Award shall be
      granted or payment made or Subordinate Voting Shares issued, in whole or
      in part, unless listing, registration, qualification, consent or approval
      has been effected or obtained free of any conditions not acceptable to the
      Administrator.

	 	 	 
	 	(c) 	
      In the event that the disposition of Subordinate Voting
      Shares acquired pursuant to the Plan is not covered by a then current
      registration statement under the Securities Act of 1933, as amended (the
      “Securities Act”), and is not otherwise exempt from such
      registration, such Subordinate Voting Shares shall be restricted against
      transfer to the extent required by the Securities Act or regulations
      thereunder, and the Administrator may require a person receiving
      Subordinate Voting Shares pursuant to the Plan, as a condition precedent
      to receipt of such Subordinate Voting Shares, to represent to Acreage in
      writing that the Subordinate Voting Shares acquired by such person is
      acquired for investment only and not with a view to distribution and that
      such person will not dispose of the Subordinate Voting Shares so acquired
      in violation of federal, state or foreign securities laws and furnish such
      information as may, in the opinion of counsel for the Company, be
      appropriate to permit the Company to issue the Subordinate Voting Shares
      in compliance with applicable federal, state or foreign securities laws.
      If applicable, all certificates representing such Subordinate Voting
      Shares shall bear applicable legends as required by federal, state or
      foreign securities laws or stock exchange
regulation.



14.        Section
409A Compliance. 

It is the intention of Acreage that any Award that constitutes
a “nonqualified deferred compensation plan” within the meaning of Section 409A
of the Code shall comply in all respects with the requirements of Section 409A
of the Code to avoid the imposition of any tax or interest or the inclusion of
any amount in income pursuant to Section 409A of the Code, and the terms of each
such Award shall be construed, administered and deemed amended, if applicable,
in a manner consistent with this intention. Notwithstanding the foregoing,
neither Acreage nor any of its Affiliates nor any of its or their directors,
officers, employees, agents or other service providers will be liable for any
taxes, penalties or interest imposed on any Participant or other person with
respect to any amounts paid or payable (whether in cash, Subordinate Voting
Shares or other property) under any Award, including any taxes, penalties or
interest imposed under or as a result of Section 409A of the Code. Any payments
described in an Award that are due within the “short term deferral period” as
defined in Section 409A of the Code shall not be treated as deferred
compensation unless applicable law requires otherwise. For purposes of any
Award, each amount to be paid or benefit to be provided to a Participant that
constitutes deferred compensation subject to Section 409A of the Code shall be
construed as a separate identified payment for purposes of Section 409A of the
Code. For purposes of Section 409A of the Code, the payment of Dividend Equivalents
under any Award shall be construed as earnings and the time and form of payment
of such Dividend Equivalents shall be treated separately from the time and form
of payment of the underlying Award. Notwithstanding any other provision of the
Plan to the contrary, with respect to any Award that constitutes a “nonqualified
deferred compensation plan” within the meaning of Section 409A of the Code, any
payments (whether in cash, Subordinate Voting Shares or other property) to be
made with respect to the Award that become payable on account of the
Participant’s separation from service, within the meaning of Section 409A of the
Code, while the Participant is a “specified employee” (as determined in
accordance with the uniform policy adopted by the Administrator with respect to
all of the arrangements subject to Section 409A of the Code maintained by
Acreage and its Affiliates) and which would otherwise be paid within six months
after the Participant’s separation from service shall be accumulated (without
interest) and paid on the first day of the seventh month following the
Participant’s separation from service or, if earlier, within 15 days after the
appointment of the personal representative or executor of the Participant’s
estate following the Participant’s death. Notwithstanding anything in the Plan
or an Award Agreement to the contrary, in no event shall the Administrator
exercise its discretion to accelerate the payment or settlement of an Award
where such payment or settlement constitutes deferred compensation within the
meaning of Code section 409A unless, and solely to the extent that, such
accelerated payment or settlement is permissible under Treasury Regulation
section 1.409A -3(j)(4). 

22 




15.        Plan
Duration; Amendment and Discontinuance.

	 	(a) 	
      Plan Duration. The Plan shall remain in effect,
      subject to the right of the Board or the Compensation Committee to amend
      or terminate the Plan at any time, until the (a) earliest date as of which
      all Awards granted under the Plan have been satisfied in full or
      terminated and no Subordinate Voting Shares approved for issuance under
      the Plan remain available to be granted under new Awards or (b) the tenth
      anniversary of the Effective Date. No Awards shall be granted under the
      Plan after such termination date. Subject to other applicable provisions
      of the Plan, all Awards made under the Plan on or before the tenth
      anniversary of the Effective Date, or such earlier termination of the
      Plan, shall remain in effect until such Awards have been satisfied or
      terminated in accordance with the Plan and the terms of such
  Awards.

	 	 	 
	 	(b) 	
      Amendment and Discontinuance of the Plan. The
      Board or the Compensation Committee may, without shareholder approval,
      amend, alter or discontinue the Plan, but no amendment, alteration or
      discontinuation shall be made which would materially impair the rights of
      a Participant with respect to a previously granted Award without such
      Participant’s consent, except such an amendment made to comply with
      applicable law or rule of any securities exchange or market on which the
      Subordinate Voting Shares are listed or admitted for trading or to prevent
      adverse tax or accounting consequences to Acreage or the Participant.
      Notwithstanding the foregoing, no such amendment shall be made without the
      approval of Acreage’s shareholders to the extent such amendment would (A)
      materially increase the benefits accruing to Participants under the Plan,
      (B) materially increase the number of Subordinate Voting Shares which may
      be issued under the Plan or to a Participant, (C) materially expand the
      eligibility for participation in the Plan, (D) eliminate or modify the
      prohibition set forth in Section 7(f) on repricing of stock options and
      stock appreciation rights, (E) lengthen the maximum term or lower the
      minimum exercise price or base price permitted for stock options and stock
      appreciation rights, or (F) modify the prohibition on the issuance of
      reload or replenishment options. Except as otherwise determined by the
      Board or Compensation Committee, termination of the Plan shall not affect
      the Administrator’s ability to exercise the powers granted to it hereunder
      with respect to Awards granted under the Plan prior to the date of such
      termination.

	 	 	 
	 	(c) 	
      Amendment of Awards. Subject to Section 7(f), the
      Administrator may unilaterally amend the terms of any Award theretofore
      granted, but no such amendment shall materially impair the rights of any
      Participant with respect to an Award without the Participant’s consent,
      except such an amendment made to cause the Plan or Award to comply with
      applicable law, applicable rule of any securities exchange on which the
      Subordinate Voting Shares are listed or admitted for trading, or to
      prevent adverse tax or accounting consequences for the Participant or the
      Company or any of its Affiliates. For purposes of the foregoing sentence,
      an amendment to an Award that results in a change in the tax consequences of the
Award to the Participant shall not be considered to be a material impairment of
the rights of the Participant and shall not require the Participant’s consent.




23 




16.        General
Provisions.

	 	(a) 	
      Non-Guarantee of Employment or Service. Nothing in
      the Plan or in any Award Agreement thereunder shall confer any right on an
      individual to continue in the service of Acreage or any Affiliate or shall
      interfere in any way with any right of Acreage or any Affiliate may have
      to terminate such service at any time with or without cause or notice and
      whether or not such termination results in (i) the failure of any Award to
      vest or become payable; (ii) the forfeiture of any unvested or vested
      portion of any Award; and/or (iii) any other adverse effect on the
      individual’s interests under any Award or the Plan. No person, even though
      deemed an Eligible Individual, shall have a right to be selected as a
      Participant, or, having been so selected, to be selected again as a
      Participant. To the extent that an Eligible Individual who is an employee
      of a Subsidiary receives an Award under the Plan, that Award shall in no
      event be understood or interpreted to mean that Acreage is the
      Participant’s employer or that the Participant has an employment
      relationship with Acreage.

	 	 	 
	 	(b) 	
      No Trust or Fund Created. Neither the Plan nor any
      Award shall create or be construed to create a trust or separate fund of
      any kind or a fiduciary relationship between Acreage and a Participant or
      any other person. To the extent that any Participant or other person
      acquires a right to receive payments from Acreage pursuant to an Award,
      such right shall be no greater than the right of any unsecured general
      creditor of Acreage.

	 	 	 
	 	(c) 	
      Status of Awards. Awards shall be special
      incentive payments to the Participant and shall not be taken into account
      in computing the amount of salary or compensation of the Participant for
      purposes of determining any pension, retirement, death, severance or other
      benefit under (a) any pension, retirement, profit-sharing, bonus,
      insurance, severance or other employee benefit plan of Acreage or any
      Affiliate now or hereafter in effect under which the availability or
      amount of benefits is related to the level of compensation or (b) any
      agreement between (i) Acreage or any Affiliate and (ii) the Participant,
      except as such plan or agreement shall otherwise expressly
  provide.

	 	 	 
	 	(d) 	
      Subsidiary Employees. In the case of a grant of an
      Award to an Eligible Individual who provides services to any Subsidiary,
      Acreage may, if the Administrator so directs, issue or transfer the
      Subordinate Voting Shares, if any, covered by the Award to the Subsidiary,
      for such lawful consideration as the Administrator may specify, upon the
      condition or understanding that the Subsidiary will transfer the
      Subordinate Voting Shares to the Eligible Individual in accordance with
      the terms of the Award specified by the Administrator pursuant to the
      provisions of the Plan. All Subordinate Voting Shares underlying Awards
      that are forfeited or canceled after such issue or transfer of shares to
      the Subsidiary shall revert to Acreage.

	 	 	 
	 	(e) 	
      Governing Law and Interpretation. The validity,
      construction and effect of the Plan, of Award Agreements entered into
      pursuant to the Plan, and of any rules, regulations, determinations or
      decisions made by the Administrator relating to the Plan or such Award
      Agreements, and the rights of any and all persons having or claiming to
      have any interest therein or thereunder, shall be determined exclusively
      in accordance with the laws of British Columbia and the laws of Canada
      applicable therein without regard to its conflict of laws principles. The
      captions of the Plan are not part of the provisions hereof and shall have
      no force or effect. Except where the context otherwise requires: (i) the
      singular includes the plural and vice versa; (ii) a reference to one
      gender includes other genders; (iii) a reference to a person includes a
      natural person, partnership, corporation, association, governmental or
      local authority or agency or other entity; and (iv) a reference to a
      statute, ordinance, code or other law includes regulations and other
      instruments under it and consolidations, amendments, re-enactments or
      replacements of any of them.



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	 	(f) 	
      Use of English Language. The Plan, each Award
      Agreement, and all other documents, notices and legal proceedings entered
      into, given or instituted pursuant to an Award shall be written in
      English, unless otherwise determined by the Administrator. If a
      Participant receives an Award Agreement, a copy of the Plan or any other
      documents related to an Award translated into a language other than
      English, and if the meaning of the translated version is different from
      the English version, the English version shall control.

	 	 	 
	 	(g) 	
      Recovery of Amounts Paid. Except as otherwise
      provided by the Administrator, Awards granted under the Plan shall be
      subject to any and all policies, guidelines, codes of conduct, or other
      agreement or arrangement adopted by the Board or Compensation Committee
      with respect to the recoupment, recovery or clawback of compensation
      (collectively, the “Recoupment Policy”) and/or to any provisions
      set forth in the applicable Award Agreement under which Acreage may
      recover from current and former Participants any amounts paid or
      Subordinate Voting Shares issued under an Award and any proceeds therefrom
      under such circumstances as the Administrator determines appropriate. The
      Administrator may apply the Recoupment Policy to Awards granted before the
      policy is adopted to the extent required by applicable law or rule of any
      securities exchange or market on which Subordinate Voting Shares are
      listed or admitted for trading, as determined by the Administrator in its
      sole discretion.



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