plth_ex107





 







Exhibit 10.7

 



PLANET 13 HOLDINGS INC.


2018
SHARE UNIT PLAN



(Adopted May 22, 2018)



(Amended pursuant to majority shareholder vote, July 11, 2018
and



further amended pursuant to the approval of the board of directors
of



Planet 13 Holdings Inc. on May 20, 2020)

 



ARTICLE 1


DEFINITIONS AND
INTERPRETATION

 

1.1 For the purposes of
this Plan, unless such word or term is otherwise defined herein or
the context in which such word or term is used herein otherwise
requires, the following words and terms with the initial letter or
letters thereof capitalized shall have the following
meanings:

 




A.

“Act” means the Business Corporations Act (British
Columbia), or its successor, as amended, from time to
time;





 




B.

“Affiliate” means an affiliate of
the Company within the meaning of Section 1.3 of NI
45106;





 




C.

“Associate” has the meaning set out
in Section 2.22 of NI 45-106;





 




D.

“Award Date” means the date that a
Share Unit Award Agreement is awarded to, and agreed to by, a
Participant under this Plan, as evidenced by the register or
registers maintained by the Company for Share Units;





 




E.

“Board” means the board of
directors of the Company or if established and duly authorized to
act, a committee appointed for such purpose by the board of
directors of the Company to administer the Plan;





 




F.

“CSE” means the Canadian Securities
Exchange





 




G.

“Change of Control” means the
occurrence of any one or more of the following events:





 




(i)

the Company is not
the surviving entity in a merger, amalgamation or other
reorganization (or survives only as a subsidiary of an entity other
than a previously wholly-owned subsidiary of the
Company);





 




(ii)

the Company sells,
leases or exchanges assets representing more than 50% of the fair
market value of its assets to any other person or entity (other
than an Affiliate of the Company);





 




(iii)

a resolution is
adopted to wind-up, dissolve or liquidate the Company;





 




(iv)

any person, entity
or group of persons or entities acting jointly or in concert (the
“Acquiror”) acquires, or acquires control (including,
without limitation, the power to vote or direct the voting) of, for
the first time, voting securities of the Company which, when added
to the voting securities owned of record or beneficially by the
Acquiror or which the Acquiror has the right to vote or in respect
of which the Acquiror has the right to direct the voting, would
entitle the Acquiror and/or Associates and/or affiliates of the
Acquiror to cast or direct the casting of 40% or more of the votes
attached to all of the Company’s outstanding voting
securities which may be cast to elect directors of the Company or
the successor company (regardless of whether a meeting has been
called to elect directors) and as a result of such acquisition of
control, directors of the Company holding such office immediately
before such acquisition of control shall not constitute a majority
of the Board;





 




(v)

as a result of or
in connection with: (A) the contested election of directors or (B)
a transaction referred to in paragraph (i) above, the nominees
named in the most recent management information circular of the
Company for election to the board of directors of the Company shall
not constitute a majority of the Board; or





 




(vi)

the Board adopts a
resolution to the effect that a Change of Control has occurred or
is imminent.





 



 







 





 


For the
purposes of the text above, “voting securities” means
common shares of the Company and any other shares entitled to vote
for the election of directors, and shall include any securities,
whether or not issued by the Company, which are not shares entitled
to vote for the election of directors but which are convertible
into or exchangeable for shares which are entitled to vote for the
election of directors, including any options or rights to purchase
such shares or securities;

 




H.

“Company” means Planet 13 Holdings
Inc., a Company existing under the Act, and includes any successor
Company thereof;





 




I.

“Eligible Contractor” means a
person who is not an employee, officer or director of the Company
that:





 




(i)

is engaged to
provide on a bona fide
basis consulting, technical, management or other services to the
Company or any Affiliate under a written contract with the Company
or the Affiliate;





 




(ii)

in the reasonable
opinion of the Board, spends or will spend a significant amount of
time and attention on the affairs and business of the Company or an
Affiliate; and





 




(iii)

who otherwise
qualifies as a “consultant” under section 2.22 of NI
45-106 ;





 




J.

“Insider” means: (i) an insider as
defined in the Securities
Act (Ontario), as may be amended from time to time, other
than a person who is an Insider solely by virtue of being a
director or senior officer of an Affiliate; and (ii) an Associate
of any person who is an insider by virtue of (i);





 




K.

“Market Price” means the greater of
the closing Market Price of the Shares on the CSE on: (a) the
trading day prior to a Award Date; and (b) a Award Date. In the
event that the Shares are not then listed and posted for trading on
an Exchange, the Market Price shall be the fair market value of
such Shares as determined by the Board in its sole
discretion;





 




L.

“NI 45-106” means National
Instrument 45-106 – Prospectus Exemptions, as may be
amended or replaced from time to time;





 




M.

“Participant” means any director,
employee, officer or Eligible Contractor of the Company or any
Affiliate of the Company or of any Affiliate to whom Share Units
are awarded hereunder;





 




N.

“Plan” means this Share Unit Plan,
as same may be amended from time to time;





 




O.

“Required Shareholder Approval”
means the approval of this Plan by the shareholders of the Company,
as may be required by the CSE or any other Stock Exchange on which
the Shares are listed, as a plan allowing for the issuance of
Shares from treasury to satisfy Share Units no later than an
applicable Settlement Date, as contemplated in Article
4;





 




P.

“Resignation” means the cessation
of board membership by a director, or employment (as an officer or
employee) of the Participant with the Company or an Affiliate as a
result of resignation;





 




Q.

“Retirement” means the Participant
ceasing to be an employee, officer or director of the Company or an
Affiliate after attaining a stipulated age in accordance with the
Company’s normal retirement policy or earlier with the
Company’s consent;





 




R.

“Settlement Date” means the outside
date which the Company shall issue, or cause to be issued, to
Participants, Shares underlying a vested Share Unit, which shall be
specified in each Share Unit Award Agreement;





 




S.

“Shares” means the common shares in
the capital of the Company;





 




T.

“Share Unit” means a unit credited
by means of an entry on the books of the Company to a Participant,
representing the right to receive no later than the
Participant’s Settlement Date, subject to any Required
Shareholder Approval being obtained, such number of Shares issued
from treasury determined in accordance with Section 3.7(ii) and
Article 4;





 




U.

“Share Unit Award Agreement” means
an award of Share Units under this Plan as agreed to by a
Participant;





 



 







 





 




V.

“Stock Exchange” means the CSE or
any other stock exchange on which the Shares are listed for trading
at the relevant time;





 




W.

“Termination” means: (i) in the
case of a director, the termination of board membership of the
director by the Company or any Affiliate, the failure to re-elect
or re-appoint the individual as a director of the Company or an
Affiliate or Resignation, other than through Retirement; (ii) in
the case of an employee, the termination of the employment of the
employee, with or without cause, as the context requires by the
Company or an Affiliate or Resignation, other than through
Retirement or in the case of an officer, the removal of or failure
to re-elect or re-appoint the individual as an officer of the
Company or an Affiliate, or Resignation, other than through
Retirement, (iii) in the case of an Eligible Contractor, the
termination of the services of the Eligible Contractor by the
Contractor or the Company or any Affiliate; provided that in each
case if the Participant continues as a director, employee, officer
or Eligible Contractor after such Termination, then a Termination
will not occur until such time thereafter that the Participant
ceases to be a director, employee, officer or Eligible Contractor
in accordance with this definition; and





 




X.

“Triggering Event” means (i) in the
case of a director, the termination of board membership of the
director by the Company or any Affiliate, the failure to re-elect
or reappoint the individual as a director of the Company or an
Affiliate; (ii) in the case of an employee, the termination of the
employment of the employee, without cause, as the context requires
by the Company or an Affiliate or in the case of an officer, the
removal of or failure to re-elect or re-appoint the individual as
an officer of the Company or an Affiliate; (iii) in the case of an
employee or an officer, a material adverse change imposed by the
Company or the Affiliate (as the case may be) in duties, powers,
rights, discretion, prestige, salary, benefits, perquisites, as
they exist, and with respect to financial entitlements, the
conditions under and manner in which they were payable, immediately
prior to the Change of Control, or a material diminution of title
imposed by the Company or the Affiliate (as the case may be), as it
exists immediately prior to the Change of Control; (iv) in the case
of an Eligible Contractor, the termination of the services of the
Eligible Contractor by the Company or any Affiliate.





 

1.2 The headings of all
articles, Sections and paragraphs in this Plan are inserted for
convenience of reference only and shall not affect the construction
or interpretation of this Plan.

 

1.3 Whenever the
singular or masculine are used in this Plan, the same shall be
construed as being the plural or feminine or neuter or vice versa
where the context so requires.

 

1.4 The words
“herein”, “hereby”,
“hereunder”, “hereof” and similar
expressions mean or refer to this Plan as a whole and not to any
particular article, Section, paragraph or other part
hereof.

 

1.5 Unless otherwise
specifically provided, all references to dollar amounts in this
Plan are references to lawful money of Canada.

 



ARTICLE 2



PURPOSE AND ADMINISTRATION OF THE PLAN

 

2.1 This Plan provides
for the award of Share Units and the settlement of such Share Units
through the issuance of Shares from treasury (subject to vesting
and performance conditions or measures, if any, and subject to the
Required Shareholder Approval) for services rendered, for the
purpose of advancing the interests of the Company, its Affiliates
and its shareholders through the motivation, attraction and
retention of directors, employees, officers and Eligible
Contractors and the alignment of their interests with the interests
of the Company’s shareholders.

 

2.2 This Plan shall be
administered by the Board and the Board shall have full authority
to administer this Plan, including the authority to interpret and
construe any provision of this Plan and to adopt, amend and rescind
such rules and regulations for administering this Plan as the Board
may deem necessary in order to comply with the requirements of this
Plan. All actions taken and all interpretations and determinations
made by the Board in good faith shall be final and conclusive and
shall be binding on the Participants and the Company. No member of
the Board shall be personally liable for any action taken or
determination or interpretation made in good faith in connection
with this Plan and all members of the Board shall, in addition to
their rights as directors of the Company, be fully protected,
indemnified and held harmless by the Company with respect to any
such action taken or determination or interpretation made in good
faith. The appropriate officers of the Company are hereby
authorized and empowered to do all things and execute and deliver
all instruments, undertakings and applications and writings as
they, in their absolute discretion, consider necessary for the
implementation of this Plan and of the rules and regulations
established for administering this Plan. All costs incurred in
connection with this Plan shall be for the account of the
Company.

 

2.3 The Company shall
maintain a register in which it shall record the name and address
of each Participant and the number of Share Units awarded to each
Participant.

 

2.4 Subject to Section
3.1, the Board shall from time to time determine the Participants
who may participate in this Plan. The Board shall from time to time
determine the Participants to whom Share Units shall be awarded and
the provisions and restrictions with respect to such award, all
such determinations to be made in accordance with the terms and
conditions of this Plan.

 



 







 





 



ARTICLE 3



SHARE UNITS AWARDS

 

3.1 This Plan is hereby
established for directors, employees, officers and Eligible
Contractors of the Company and its Affiliates.

 

3.2 The number of Share
Units awarded to a Participant will be credited to the
Participant’s account, effective as of the Award
Date.

 


For the
avoidance of doubt, a Participant will have no right or entitlement
whatsoever to receive any Shares until the Share Unit has
vested.

 

3.3 The Board shall
determine when any Share Unit will vest which may be as early as
the Award Date, or in installments, or pursuant to a vesting
schedule, in accordance with the provisions of this Plan and rules
of the Stock Exchange, and specified in the Share Unit Award
Agreement.

 

3.4 Each Share Unit
award will be governed by a Share Unit Award Agreement as provided
for in section 3.8 and this Plan in the form attached as Schedule
“A”. Each Participant shall have the right to exercise
a vested Share Unit at any time prior to the Settlement Date, by
providing a notice of exercise to the Company in the form attached
as Schedule “B”. Upon receipt of a notice of exercise,
the Company shall deliver, or cause to be delivered, certificates
representing the Shares underlying such Share Unit to the
Participant in accordance with the Participant’s
instructions.

 

3.5 Subject to the
absolute discretion of the Board, the Board may elect to credit
each Participant with additional Share Units as a bonus in the
event any dividend (other than a stock dividend) is paid on the
Shares. In such case, the number of additional Share Units will be
equal to the aggregate amount of dividends that would have been
paid to the Participant if the Share Units (vested and unvested) in
the Participant’s account had been Shares divided by the
Market Price of a Share on the date on which dividends were paid by
the Company.

 


The
additional Shares Units will vest and be subject to the same terms
in proportion to the initial Share Units.

 

3.6 Except as otherwise
set forth in this section 3.6, a vested Share Unit will entitle the
Participant, subject to the satisfaction of any conditions,
measures, restrictions or limitations imposed under this Plan or
the applicable Share Unit Award Agreement, to receive one Share no
later than the Participant’s Settlement Date as set forth in
the applicable Share Unit Award Agreement.

 


Notwithstanding
the foregoing, unless the Board determines otherwise, a
Participant’s Settlement Date shall be accelerated as
follows:

 




(i)

in the event of the
death of the Participant, the Participant’s Settlement Date
shall be the date of death; and





 




(ii)

in the event of the
total disability of the Participant, the Participant’s
Settlement Date shall be the date which is 60 days following the
date on which the Participant becomes totally
disabled.





 


In the
event of the Termination with or without cause (or Retirement) of a
Participant, all unvested Share Units credited to the Participant
shall become void and the Participant shall have no entitlement and
will forfeit any rights to receive Shares under this Plan, except
as may otherwise be determined by the Board in its sole and
absolute discretion.

 


For
greater certainty, any Shares to be issued to a Participant on
exercise of a vested Share Unit shall be issued to the Participant
or the Participant’s estate on or immediately following
receipt by the Company of a notice of exercise prior to the
Settlement Date provided, however, that in the event a Participant
does not provide the Company with a notice of exercise in respect
of a vested Share Unit, the Company shall issue all Shares
underlying a vested Share Unit to the Participant on the earlier
of: (a) the Settlement Date; (b) the date of Termination of the
Participant; and (c) the death or total disability of the
Participant in accordance with Section 3.6(i) or Section
3.6(ii).

 



 







 





 

3.7 Subject to Section
5.1, the Company will satisfy its obligation to settle any vested
Share Units by the issuance of Shares to the Participant (in
accordance with Article 4) in an amount equal to the number of
Share Units being exercised or settled.

 

3.8 Each award of a
Share Unit under this Plan shall be evidenced by a Share Unit Award
Agreement between the Company and the Participant. Such Share Unit
Award Agreement shall be subject to all applicable terms and
conditions of this Plan and may be subject to any other terms and
conditions which are not inconsistent with this Plan and which the
Board deems appropriate for inclusion in a Share Unit Award
Agreement. The provisions of the various Share Unit Award Agreement
issued under this Plan need not be identical.

 

3.9 Concurrent with the
determination to award Share Units to a Participant, the Board
shall determine the Settlement Date applicable to such Share Units,
provided the Board shall have discretion to amend the Settlement
Date after such award. In addition, the Board may at the time Share
Units are awarded, make such Share Units subject to performance
conditions or measures to be achieved by the Company, the
Participant or a class of Participants, prior to the Settlement
Date, for such Share Units.

 

3.10 The
Board shall establish criteria for the award of Share Units to
Participants, if any, to be set out in the Share Unit Award
Agreement.

 

3.11 If
a Triggering Event occurs in connection with or within the 12-month
period immediately following a Change of Control pursuant to the
provisions of Section 1.1G(i), (ii), (iv), (v) or (vi) (with
respect to (vi), if the Board has adopted a resolution that a
Change of Control has occurred), all outstanding Share Units shall
vest (notwithstanding any contrary vesting provisions previously in
place) and the Settlement Date shall occur, on the date of such
Triggering Event.

 

3.12 In
the event of a Change in Control pursuant to the provisions of
Section 1.1G(iii), all Share Units outstanding shall immediately
vest and the Settlement Date shall occur.

 



ARTICLE 4


ADDITIONAL
PROVISIONS

 

4.1 This Plan shall
become effective only on receipt by the Company of any Stock
Exchange approval and of the Required Shareholder
Approval.

 

4.2 The maximum number
of Shares made available for the Plan shall be determined from time
to time by the Board, but in any case, shall not exceed, when
combined with all other share compensation arrangements (including
the stock option plan of the Company), 10% of the Shares issued and
outstanding from time to time, subject to adjustments pursuant to
Section 6.6. The Plan shall be a “rolling plan” and
therefore when Share Units are settled, cancelled or terminated,
Shares shall automatically be available for the award of new Share
Units under this Plan. For purposes of this Section 4.2, the number
of Shares then outstanding shall mean the number of Shares
outstanding (on a non-diluted basis) immediately prior to the
proposed award of the applicable Share Units.

 

4.3 The Board may from
time to time in its discretion (without shareholder approval)
amend, modify and change the provisions of the Plan (including any
Share Unit Award Agreements), including, without
limitation:

 




(i)

amendments of a
house keeping nature; and





 




(ii)

changes to the
Settlement Date of any Share Units.





 


However,
other than as set out above, any amendment, modification or change
to the provisions of the Plan which would:

 




(a)

materially increase
the benefits to the holder of the Share Units who is an Insider to
the material detriment of the Company and its
shareholders;





 




(b)

increase the number
of Shares or maximum percentage of Shares which may be issued
pursuant to the Plan other than by virtue of Section 6.6 of the
Plan;





 




(c)

reduce the range of
amendments requiring shareholder approval contemplated in this
Section;





 



 







 





 




(d)

permit Share Units
to be transferred other than for normal estate settlement
purposes;





 




(e)

change insider
participation limits which would result in shareholder approval
being required on a disinterested basis; or





 




(f)

materially modify
the eligibility requirements for participation in the
Plan.





 


shall
only be effective on such amendment, modification or change being
approved by the shareholders of the Company. In addition, any such
amendment, modification or change of any provision of the Plan
shall be subject to the approval, if required, by any Stock
Exchange having jurisdiction over the securities of the
Company.

 

4.4 Shares
Reserved

 




(a)

The aggregate
number of Shares which may be reserved for issuance under this Plan
and all other security based compensation arrangements of the
Company (including the Company’s incentive stock option plan)
shall not exceed 10% of the Shares (on a non-diluted basis) issued
and outstanding from time to time. No fractional Shares shall be
issued and the Board may determine the manner in which fractional
share values shall be treated. If any Share Units granted under
this Plan are cancelled or terminated in accordance with this Plan
without being exercised or settled then the Shares subject to those
Share Units will again be available to be granted under this
Plan.





 




(b)

For greater
certainty, any increase in the issued and outstanding Shares will
result in an increase in the available number of the Shares
issuable under this Plan, and the exercise or settlement of Share
Units will make new grants available under this Plan.





 




(c)

The maximum number
of Shares which may be reserved for issuance to any one person
under this Plan shall be 5% of the Shares issued and outstanding at
the time of the award of a Share Unit (on a non-diluted basis) less
the aggregate number of Shares reserved for issuance to such person
under any other security based compensation arrangements of the
Company.





 




(d)

If there is a
change in or substitution or exchange of the outstanding Shares by
reason of any stock dividend or split, recapitalization, merger,
amalgamation, arrangement, consolidation, reorganization,
combination or exchange of shares, or other corporate change, the
Board shall make, subject to the prior approval (if required) of
the relevant Stock Exchange(s), appropriate substitution or
adjustment in:





 




(i)

the number or kind
of securities reserved for issuance pursuant to this Plan;
and





 




(ii)

the number or kind
of securities subject to unredeemed Share Units awarded; provided
however that no substitution or adjustment shall obligate the
Company to issue fractional securities.





 




(e)

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





 



ARTICLE 5



WITHHOLDING TAXES

 

5.1 For certainty and
notwithstanding any other provision of the Plan, the Company or any
Affiliate may take such steps as it considers necessary or
appropriate for the deduction or withholding of any income taxes or
other amounts which the Company or any Affiliate is required by any
law or regulation of any governmental authority whatsoever to
deduct or withhold in connection with any Share issued pursuant to
the Plan, including, without limiting the generality of the
foregoing, (a) withholding of all or any portion of any amount
otherwise owing to a Participant; (b) the suspension of the issue
of Shares to be issued under the Plan, until such time as the
Participant has paid to the Company or any Affiliate an amount
equal to any amount which the Company or Affiliate is required to
deduct or withhold by law with respect to such taxes or other
amounts; and/or (c) withholding and causing to be sold, by it as a
trustee on behalf of a Participant, such number of Shares as it
determines to be necessary to satisfy the withholding obligation.
By participating in the Plan, the Participant consents to any such
sale and authorizes the Company or any Affiliate, as applicable, to
effect the sale of such Shares on behalf of the Participant and to
remit the appropriate amount to the applicable governmental
authorities. Neither the Company nor any applicable Affiliate shall
be responsible for obtaining any particular price for the Shares
nor shall the Company or any applicable Affiliate be required to
issue any Shares under the Plan unless the Participant has made
suitable arrangements with the Company and any applicable Affiliate
to fund any withholding obligation.

 



 







 





 



ARTICLE 6



GENERAL

 

6.1 This Plan shall
remain in effect until it is terminated by the Board.

 

6.2 The Board may amend
or discontinue this Plan at any time in its sole discretion,
provided that such amendment or discontinuance may not in any
manner adversely affect the Participant’s rights under any
Share Unit awarded under this Plan. This section 6.2 shall be
subject to the restrictions outlined in section 4.3 on Article 4
becoming effective.

 

6.3 Except pursuant to
a will or by the laws of descent and distribution, no Share Unit
and no other right or interest of a Participant under this Plan is
assignable or transferable.

 

6.4 No holder of any
Share Units shall have any rights as a shareholder of the Company.
Except as otherwise specified herein or determined by the Board in
its discretion, no holder of any Share Units shall be entitled to
receive, and no adjustment is required to be made for, any
dividends, distributions or any other rights declared for
shareholders of the Company.

 

6.5 Nothing in this
Plan shall confer on any Participant the right to continue as a
director, employee, officer or Eligible Contractor of the Company
or any Affiliate, as the case may be, or interfere with the right
of the Company or Affiliate, as applicable, to remove such
director, officer and/or employee or terminate its contractual
relationship with such Eligible Contractor as applicable. Nothing
contained in this Plan shall confer or be deemed to confer on any
Participant the right to continue in the employment of, or to
provide services to, the Company or its Affiliates nor to interfere
or be deemed to interfere in any way with any right of the Company
or its Affiliates to discharge any Participant at any time for any
reason whatsoever, with or without cause.

 

6.6 In the event there
is any change in the Shares, whether by reason of a stock dividend,
consolidation, subdivision, reclassification or otherwise, an
appropriate adjustment shall be made to outstanding Share Units by
the Board, in its sole discretion, to reflect such changes. If the
foregoing adjustment shall result in a fractional Share or Share
Unit, the fraction shall be disregarded. All such adjustments shall
be conclusive, final and binding for all purposes of this
Plan.

 

6.7 For the avoidance
of doubt, all payments under this Plan to individuals subject to
United States income tax shall be made no later than the deadline
set forth in section 1.409A-1(b)(4)(i) of the United States
Treasury Regulations with respect to short-term deferrals of
compensation.

 

6.8 If any provision of
this Plan or any Share Unit contravenes any law or any order,
policy, by-law or regulation of any regulatory body having
jurisdiction, then such provision shall be deemed to be amended to
the extent necessary to bring such provision into compliance
therewith.

 

6.9 This Plan shall be
governed by and construed in accordance with the laws of the
Province of Ontario and the federal laws of Canada applicable
therein.

 










 






 



Schedule “A”



Form of Share Unit Award Agreement

 


Notice
is hereby given that, effective this ____ day of , Planet 13 Holdings Inc. (the
“Company”) has
awarded to (the “Participant”), a share unit (the
“Share Unit”) to
acquire common shares of the Company (the “Common Shares”). Each vested Share
Unit will entitle the Participant to receive one Common Share no
later than☐☐ (the
“Settlement
Date”).

 


The
Share Units shall vest and become exercisable in accordance with,
and upon satisfaction of the conditions set out in, the following
schedule:

 


☐

 


The
award of the Share Unit evidenced hereby is made subject to the
terms and conditions of the Company’s share unit plan (the
“Share Unit
Plan”), the terms and conditions of which are hereby
incorporated herein and acknowledged and agreed to by the
undersigned Participant.

 


Any
Common Shares to be issued to the Participant on exercise of a
vested Share Unit shall be issued to the Participant or the
Participant’s estate on or immediately following receipt of a
notice of redemption (“Notice
of Redemption”) by the Company in the form attached as
Schedule “B” to the Share Unit Plan prior to the
Settlement Date provided, however, that in the event a Participant
does not provide the Company with a Notice of Redemption in respect
of a vested Share Unit, the Company shall issue all Common Shares
underlying a vested Share Unit to the Participant on the earlier
of: (a) the Settlement Date; (b) the date of termination of the
Participant; and (c) the death or total disability of the
Participant in accordance with the terms of the Share Unit
Plan.

 


To
exercise any vested Share Units, you must deliver to the Company a
Notice of Redemption specifying the number of Common Shares you
wish to acquire. At the discretion of the Company a declaration of
residence may also be requested prior to the issuance of any Common
Shares. Upon receipt by the Company of requisite documents, and
upon you remitting to the Company any applicable income tax or
making appropriate arrangements for payment of any applicable tax,
the Company’s transfer agent will then issue a certificate
for the Common Shares so acquired as soon as practicable
thereafter.

 


	PLANET
13 HOLDINGS INC.	
 

	PARTICIPANT
	
 

	
 

	
 


	
 

	
 

	
 


	Authorized
Signatory	
 

	
Name:






 



 











 






 



Schedule “B”



SHARE UNIT AWARD NOTICE OF EXERCISE

 



TO: PLANET 13 HOLDINGS INC. (THE
“COMPANY”)

 


The
undersigned hereby irrevocably elects to exercise vested Share
Units awarded by the Company to the undersigned pursuant to a Share
Unit Award Agreement dated☐ for the number of common
shares in the capital of the Company (“Common Shares”) as set forth
below:

 


	Number of Common
Shares to be Acquired:	
 

	
 


	
 

	
 

	
 


	

Amount
enclosed that is payable, if applicable, on account of withholding
of tax or other required deductions relating to the exercise of the
Share Units (contact the Company for details of such amount) (the
“Applicable Withholdings and
Deductions”):

	
 

	
$


	
 

	
 

	
 


	
☐ Or check
here if alternative arrangements have been made with the Company
with respect to the payment of Applicable Withholdings and
Deductions;   


	
 

	
 







 


and
directs such Common Shares to be registered and a certificate
therefore to be issued in the name of
____________________________________.

 



DATED this _____ day of ______________________,
______.

 


	
 

	
 

	
 


	
 

	
 

	Signature
	
 

	
 

	
 


	
 

	
 

	Name