Exhibit 10.26


 


[***] = CERTAIN PERSONALLY IDENTIFIABLE INFORMATION CONTAINED IN THIS DOCUMENT HAS BEEN
OMITTED FROM THIS EXHIBIT PURSUANT TO ITEM 601(A)(6) UNDER REGULATION S-K.


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT
(this “Agreement”) is effective January 1, 2022 (the “Effective Date”), by and between JGMT, LLC,
a Florida limited liability company (the “Company”), James Cacioppo (the “Executive”) and Jushi
Holdings Inc. (“Parent”). (Company and Executive are sometimes individually referred to herein as a “Party”
and collectively as the “Parties.”)


 


WHEREAS, the Executive was
hired by the Company on April 1, 2018; and


 


WHEREAS, the Executive agrees
to continue to provide services for the benefit of the Company and Parent for the additional period provided herein, and the Company wishes
to procure such services as provided herein.


 


NOW, THEREFORE, in consideration
of the foregoing, of the mutual promises contained herein and of other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereto hereby agree as follows:


 


1.             Employment
Term. This Agreement shall be effective as of the Effective Date and Executive’s employment with the Company shall continue
in accordance with the terms of this Agreement and shall continue for an initial period of two (2) years and one day following the Effective
Date (the “Initial Term”), unless earlier terminated pursuant to Section 5 hereof. Upon the end of the Initial
Term, the term of this Agreement shall automatically renew for one successive two-year period (the “Renewal Term”)
unless the Company provides written notice to the Executive of its intention to not renew this Agreement at least 60 days prior to the
end of the Initial Term or the Renewal Term, as applicable, or the Executive provides written notice to the Company of his intention
to not renew this Agreement at least 60 days prior to the end of the Initial Term or the Renewal Term. For purposes of this Agreement,
the “Employment Term” shall mean the Initial Term and the Renewal Term, in each case subject to early termination
in accordance with Section 5 hereof.


 


2.             Position
and Duties; Exclusive Employment; No Conflicts.


 


(a)               Position
and Duties; Exclusive Employment. During the Employment Term, Executive shall serve as an employee of the Company and as Chief
Executive Officer of the Parent and Chairman of the board of directors (the “Board”) of Parent, reporting
directly to the Board and shall have such duties, authority, and responsibility as shall be assigned and determined from time to
time by the Board, including duties and responsibilities for the Company, Parent, any future parent of the Company, and each of
their current and future subsidiaries and affiliates (collectively referred to herein as the “Company Group”).
Executive shall perform those duties and have those authorities commensurate with the position of Chief Executive Officer. During
the Employment Term, Executive shall (i) perform Executive’s duties and responsibilities hereunder faithfully and to the
best of Executive’s abilities in a diligent manner and in accordance with the Company Group’s policies and applicable
law, (ii) use Executive’s commercially reasonable best efforts to promote the success of the Company Group, and (iii) not do
anything, or permit anything to be done at Executive’s direction, that is intended to be inconsistent with Executive’s
duties to the Company Group or opposed to the best interests of the Company Group or which is a conflict of interest, in each case,
subject to applicable law. Notwithstanding the foregoing, Executive may (i) engage in religious, charitable or other community
activities, (ii) actively manage Executive’s personal investments and affairs, which may occur during business hours,
including by serving as a member of the board of directors of any company in which Executive personally invests; and (iii) continue
the outside activities set forth on Exhibit A hereto, provided that the outside activities described in clauses (i) through
(iii) shall not, individually or in the aggregate, interfere with Executive’s performance of Executive’s duties to
Company Group. Any other outside business activities not described herein shall require the prior written approval of the Board (or
a duly authorized committee thereof), which approval will not be unreasonably withheld, conditioned or delayed.


 






     


     


    

 


(b)              
Principal Office. Executive’s principal office will be located in Boca Raton, FL but Executive will be expected to
travel extensively on behalf of the Company.


 


(c)              
No Conflict. Executive represents and warrants to the Company that Executive has the capacity to enter into this Agreement,
and that the execution, delivery and performance of this Agreement by Executive will not violate any agreement, undertaking or covenant
to which Executive is party or is otherwise bound, including any obligations with respect to non-competition, non-solicitation, or proprietary
or confidential information of any other person or entity.


 


3.           Compensation;
Benefits. In consideration for the services to be provided by the Executive and the other premises and covenants set forth herein,
the Company agrees to compensate the Executive as follows:


 


(a)              
Base Salary. From the Effective Date, the Company shall pay to Executive an annual base salary of $750,000 (as the same
may be increased from time to time, the “Base Salary”), which shall be payable in regular installments in accordance
with the Company’s customary payroll practices and procedures, but in no event less frequently than monthly. On each anniversary
of the Effective Date, the Base Salary shall be increased by an additional $100,000 per year.


 


(b)              
Annual Bonus. During the Employment Term, the Executive shall be eligible to receive an annual bonus for each fiscal
year or portion thereof during which the Executive has been employed hereunder, with the minimum amount of the target bonus
to be no less than one hundred percent (100%) of the Base Salary  (the “Annual Bonus”), (such target bonus
amount to be reviewed by the of the compensation committee of the Board on an annual basis for increases but not decreases). The actual
amount of any Annual Bonus earned by Executive shall be at the discretion of the Board; provided that in no event shall such Annual Bonus
be less than the target. The Annual Bonus shall be paid in cash and shall be paid in no event later than two-and-a-half months following
the end of the fiscal year in which the Annual Bonus relates.


 


(c)               Welfare
Benefit Plans. During the Employment Term, Executive shall be eligible to participate in the welfare benefit plans, practices,
policies and programs (including, if applicable, medical, dental, disability, employee life, group life and accidental death
insurance plans and programs) maintained by the Company or its affiliates for similarly situated executives of the Company employed
in the United States, subject in each instance to the terms and conditions of such plans, practices, policies and programs. The
Company reserves the right to amend or terminate its employee benefit plans at any time.


 






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(d)              
Expenses. During the Employment Term, Executive shall be entitled to reimbursement of all documented reasonable business
expenses incurred by Executive in accordance with past practices related to the Executive’s prior travel and expense activities.
In addition, Executive shall be entitled to reimbursement of all documented legal fees incurred by Executive related to the negotiation
of this Agreement and the agreements and documents referred to herein. To the extent that any reimbursement of expenses under this Section
3(d) constitutes “deferred compensation” under Section 409A of the Internal Revenue Code of 1986 and the regulations and
guidance promulgated thereunder (as amended, the “Code” and such section of the Code, “Code Section 409A”),
such reimbursement shall be provided no later than December 31 of the year following the year in which the expense was incurred. The amount
of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year and the right to payment
or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.


 


(e)              
Vacation. During the Employment Term, Executive shall be entitled to time off as needed, subject to the business needs of
the Company and the Parent.


 


(f)              Equity
Compensation. During the Employment Term, Executive shall be eligible to receive an annual equity-based compensation award (an
 “LTI Award”) from the Parent, subject to compliance with Applicable Securities Laws (as hereinafter defined).
During the Initial Term, the LTI Awards shall be as follows: (i) on or before July 30, 2022, Parent shall grant Executive an option
to purchase three million (3,000,000) subordinate voting shares in Parent (“Shares”) (the “2021 LTI
Award”); and (ii) on or before January 1, 2023, Parent shall grant Executive an option to purchase three million
(3,000,000) Shares (the “2022 LTI Award”). During the Renewal Term(s) (if
applicable), the LTI Awards shall be as follows: (i) on or before January 1, 2024 Parent shall grant Executive an option to
purchase three million (3,000,000) Shares (the “2023 LTI Award”); on or before January 1, 2025, Parent shall
grant Executive an option to purchase three million (3,000,000) Shares (the “2024 LTI Award”); and (ii) on or
before January 1, 2026, Parent shall grant Executive an option to purchase three million (3,000,000) Shares (the “2025 LTI
Award”), in each case, except as otherwise provided in Section 5 hereof, subject to Executive’s continued service
with the Company through each grant date. The LTI Awards shall be granted under Parent’s 2019 Equity Incentive Plan, as
amended (the “Equity Plan”), and shall be evidenced by an option agreement setting forth the terms and conditions
of the LTI Award, which shall generally be consistent with the terms set forth herein and shall provide for a five-year post
termination exercise period. Each LTI Award shall have an exercise price per Share equal to the Fair Market Value (as such term is
defined in the Equity Plan) of a Share on the LTI Award grant date. The LTI Awards shall be subject to time-based vesting as set
forth in Exhibit B attached hereto; provided, however, all LTI Awards shall be subject to vesting in accordance with Sections 5 and
7 hereto. All Share numbers in this Section 3(f) referencing an LTI Award that has not yet been granted at the time of any
 “Capitalization Adjustment” shall be equitably adjusted by the Board to reflect any “Capitalization
Adjustment”, as such term is defined in the Equity Plan, and the Board’s good faith action with respect to such
adjustment shall be final, binding and conclusive. In the event there is an insufficient number of Shares available under the Equity
Plan to make an LTI Award to Executive on any date Executive is otherwise eligible to receive an LTI Award, Executive and Parent
pledge to negotiate in good faith to provide Executive with economically equivalent compensation in an alternative form.


 






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(g)              
Director and Officer Indemnification. During the Employment Term and thereafter, the Company shall, to the fullest extent
permitted by law, promptly indemnify Executive against all costs, charges, losses, expenses and liabilities (including, but not limited
to, reasonable attorneys’ fees and costs incurred in defending legal proceedings) incurred by Executive in connection with any actual,
threatened or reasonably anticipated claim, suit, action or proceeding arising in connection with the execution, discharge or exercise
of Executive’s duties as an officer or director of the Company or any member of the Company Group and/or the exercise of Executive’s
powers in Executive’s capacity as an officer or director of the Company or any member of the Company Group or otherwise in relation
thereto (including, without limitation, any regulatory filings and licenses required for the business of the Company Group). Such expenses
shall be promptly advanced to Executive to the fullest extent permitted by law. The Company shall also provide and maintain directors’
and officers’ liability insurance coverage for Executive’s benefit during Executive’s service with the Company or any
member of the Company Group in any capacity and for a period six years thereafter, provided that such coverage shall be no less
favorable than the coverage provided to other members of the Board. The Company shall also assist the Executive in preparing and filing
any applicable regulatory filings for the Company Group and shall reimburse the Executive for any expenses incurred by the Executive with
respect thereto. Any amount payable pursuant to this Section 3(g) shall be paid to Executive as soon as practicable but, in any
event no later than two-and-a-half months following the end of the fiscal year in which a right to payment arises.


 


(h)              
Withholding Taxes. All forms of compensation paid or payable to Executive, whether under this Agreement or otherwise, are
subject to reduction to reflect applicable withholding and payroll taxes pursuant to any applicable law or regulation


 


4.             Piggyback
Registration.


 


(a)               In
the event that Parent proposes to conduct for its own account a registered offering for cash of Shares or other voting equity
securities or files a registration statement or registration statements therefor under Applicable Securities Laws (as defined
below), other than a registration statement (or any registered offering with respect thereto) (i) filed in connection with any
employee stock option or other benefit plan, (ii) pursuant to a registration statement under the Securities Act of 1933, as amended
(the “Securities Act”) on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the
Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into voting equity securities of
the Company, or (iv) for a dividend reinvestment plan, Executive shall have the right, subject to the Board’s good faith
discretion described below, to include as part of such registration, up to a pro rata portion of Executive’s fully-diluted
vested equity securities in the Parent in such registered offering and any applicable registration statement filed for the purpose
thereof. Notwithstanding the foregoing, the Executive’s right to participate in any such registered offering and the number of
Executive’s equity securities in the Parent that may be offered thereunder, if any, shall be subject to the Board’s good
faith discretion, and in the event that the Board determines (including upon the good faith advice of any managing underwriter(s)
for such offering), that the dollar amount or number of equity securities that Parent desires to sell, taken together with
Executive’s equity securities in Parent that Executive desires to sell, exceeds the maximum dollar amount or maximum number of
equity securities that can be sold in the offering without adversely affecting the proposed offering price, the timing, the
distribution method, or the probability of success of such offering, then the Board may reduce the number of Executive’s
equity securities in Parent that may be included in such offering by the minimum amount necessary to avoid such adverse
consequences.


 






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(b)              
In connection with any registration statement in which Executive is participating, Executive shall furnish (or cause to be furnished)
to Parent in writing such information as Parent reasonably requests for use in connection with any such registration statement or prospectus
and, to the extent permitted by law, shall indemnify Parent, its directors, officers, agents and employees, each person, if any, who controls
Parent within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses
reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under
the Securities Act, the Exchange Act or otherwise, arising from (i) information furnished by or on behalf of Executive in writing, for
specific inclusion in such registration statement or that relates to Executive or Executive’s proposed method of distribution of
registered securities and was reviewed and approved in writing by Executive expressly for use in such registration statement or (ii) sales
by Executive of registered securities after Parent has advised Executive in writing that such registration statement may no longer be
used due to a material misstatement or omission.


 


(c)              
In order to participate in any underwritten offering or other offering for equity securities of Parent pursuant to a registration
initiated by Parent hereunder, Executive (and any applicable affiliate participating in the offering) (i) agrees to sell such person’s
or entity’s securities on the basis provided in any underwriting, sales, distribution or placement arrangements approved by Parent
and (ii) agrees to complete and execute all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting
or other agreements and other customary documents as may be reasonably required under the terms of such underwriting, sales, distribution
or placement arrangements; provided that Executive shall only be subject to the lock-up restrictions set forth in any such agreements
if the directors and officers of Parent are subject to a similar obligation and the length of any lock-up obligation for Executive shall
be no longer than the shortest lock-up of any such directors and officers.


 


(d)              
For purposes of this Agreement, the term “Applicable Securities Laws” means all applicable securities laws of the United
States and/or Canada, including without limitation, the Securities Act, the Exchange Act and any blue sky or other state securities laws
in the United States, and the applicable rules and regulations of the Canadian Securities Exchange and/or any other United States or Canadian
stock exchange on which the Parent’s equity securities are then listed or traded.


 






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5.            Termination.
This Agreement and Executive’s employment with the Company may be terminated in accordance with any of the following provisions.


 


(a)              
Termination by the Company Without Cause or by the Executive for Good Reason. The Company may terminate Executive’s
employment and this Agreement without Cause (as defined in Section 5(f)) by providing written notice to the Executive at least
forty-five (45) days prior to the effective date of termination (the “Notice Period”). During the Notice Period, Executive
shall continue to perform the duties of Executive’s position and the Company shall continue to compensate Executive as set forth
herein. Notwithstanding the foregoing, the Company will have the option of requiring Executive to immediately vacate the Company’s
premises and cease performing Executive’s duties hereunder. If the Company so elects this option, then the Company will be obligated
to compensate the Executive for the duration of the Notice Period. In the event Company terminates Executive’s employment and this
Agreement without Cause (or by election not to renew for the Renewal Term pursuant to Section 1 hereof) or the Executive terminates
his employment with the Company for Good Reason (as defined in Section 5(f)), the Company shall provide the Executive with the
following, subject to the Executive executing a general release of all claims in a form mutually agreeable to Executive and the Company
, which Executive and the Company mutually pledge to negotiate in good faith and agree to no later than July 30, 2022, that becomes final,
binding and irrevocable no more than fifty-five (55) days after Executive’s termination of employment (“Release”)
(i) the grant of the LTI Award for the fiscal year of termination that would have otherwise been granted by the end of the fiscal year;
(ii) full vesting as of the date of termination of all the Executive’s outstanding equity-based awards of Parent (including the
LTI Awards, including those referenced in clause (i)) and (iii) a one-time lump sum payment equal to five million dollars ($5,000,000)
(clause (iii), the Severance Payments”). The Severance Payments shall be made within five (5) business days after the expiration
of the applicable revocation period with respect to such Release; provided that if Executive’s employment is terminated on or after
November 1 of any taxable year and prior to January 1 of the following taxable year, if necessary to comply with Code Section 409A, such
Severance Payment shall not be paid to Executive until the beginning of the taxable year following the taxable year in which Executive’s
employment is terminated but shall include all amounts that would otherwise have been paid to the Executive during the period beginning
on the date of the Executive's termination and ending on the Severance Payment date as if no delay had been imposed. In the event the
LTI Award described in clause (i) above cannot be granted in compliance with Applicable Securities Laws, Executive and Parent pledge to
negotiate in good faith to provide Executive with economically equivalent compensation in an alternative form.


 


(b)              
Termination by Executive without Good Reason. Executive may terminate his employment and this Agreement without Good Reason
by providing written notice to the Company at least thirty (30) days prior to the effective date of termination (the “Executive
Notice Period”). During the Executive Notice Period, Executive shall continue to perform the duties of Executive’s position
and the Company shall continue to compensate Executive as set forth herein. Notwithstanding the foregoing, the Company will have the option
of requiring Executive to immediately vacate the Company’s premises and cease performing Executive’s duties hereunder. If
the Company so elects this option, then the Company will be obligated to compensate the Executive for the duration of the Executive Notice
Period.


 






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(c)              
 Termination by the Company for Cause. The Company may terminate Executive’s employment and this Agreement for Cause,
which shall be effective upon delivery by the Company of written notice to Executive of such termination.


 


(d)              
Death of Executive. Executive’s employment and this Agreement shall terminate automatically upon the date of Executive’s
death. In the event of a termination due to death and Executive’s estate signs the Release, Executive’s estate, shall be entitled
to the following payments and benefits: (i) a lump sum payment of a pro rata portion of the Annual Bonus in respect of the fiscal year
in which such termination occurs based on the number of days elapsed in such year through the effective date of Executive’s termination
of employment (the “Pro Rata Bonus Payment”); (ii) a lump-sum cash payment in an amount equal to the monthly COBRA
premiums that Executive would be required to pay to continue group health coverage as in effect on the date of his termination for himself
and, if applicable, his eligible covered dependents for a period of eighteen (18) months following the Executive’s termination of
employment, which payment shall be made regardless of whether Executive or his dependent elects COBRA continuation coverage (the “COBRA
Equivalent Payment”); and (iii) full vesting on the date of death of all outstanding equity-based awards of Parent (including
all LTI Awards), subject to compliance with Applicable Securities Laws, (clauses (i) through (ii) collectively, the “Separation
Payments”). The Separation Payments shall be made within five (5) business days after the expiration of the applicable revocation
period with respect to such Release; provided that if Executive’s employment is terminated on or after November 1 of any taxable
year and prior to January 1 of the following taxable year, if necessary to comply with Code Section 409A, such Separation Payment shall
not be paid to Executive’s estate until the beginning of the taxable year following the taxable year in which Executive’s
employment is terminated but shall include all amounts that would otherwise have been paid to the Executive’s estate during the
period beginning on the date of the Executive's termination and ending on the Separation Payment date as if no delay had been imposed.


 


(e)              
Disability of Executive. This Agreement shall be terminated upon thirty (30) days’ written notice by Company to Executive
that Company has made a good faith determination that Executive has a Disability (as defined in Section 5(f)). In the event
of a termination due to Disability and Executive signs the Release, Executive, shall be entitled to the Separation Payments which shall
be paid within five (5) business days after the expiration of the applicable revocation period with respect to such Release; provided
that if Executive’s employment is terminated on or after November 1 of any taxable year and prior to January 1 of the following
taxable year, if necessary to comply with Code Section 409A, such Separation Payment shall not be paid to Executive until the beginning
of the taxable year following the taxable year in which Executive’s employment is terminated but shall include all amounts that
would otherwise have been paid to the Executive during the period beginning on the date of the Executive's termination and ending on the
Separation Payment date as if no delay had been imposed.


 


(f)            Definitions. The terms set forth below have the following meanings, except where otherwise expressly indicated:


 


(i)             “Cause”
shall mean, with respect to Executive, one or more of the following: (A) commission of a felony or other crime involving moral turpitude
that has been fully adjudicated including all appeals during Executive’s employment with the Company; provided, that for the sake
of clarity, no action or inaction by Executive that may be considered a violation of any U.S. federal law prohibiting the sale of cannabis
products shall be grounds for any termination by the Company for Cause; or (B) a breach of any applicable fiduciary duty with respect
to the Company based on Executive’s gross negligence or willful misconduct.


 






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(ii)          
“Change of Control” means the occurrence of any one of the following:


 


(A)            
any one person (or more than one person acting as a group) other than any trustee or other fiduciary holding securities of the
Parent under an employee benefit plan of the Parent, an underwriter temporarily holding securities pursuant to an offering of such securities
or any corporation owned, directly or indirectly, by the stockholders of the Parent in substantially the same proportions as their ownership
of stock of the Parent, directly or indirectly acquires equity securities representing more than 50% of the combined voting power or fair
market value of the Parent’s then outstanding equity securities;


 


(B)             
the consummation of a reorganization, merger, statutory share exchange, consolidation, amalgamation or similar corporate transaction
(each, a “Business Combination”) other than a Business Combination in which all or substantially all of the persons
who were the beneficial owners of the Parent’s voting securities immediately prior to such Business Combination beneficially own,
directly or indirectly, 50% or more of the combined voting power and fair market value of the voting securities of the entity resulting
from such Business Combination (including, without limitation, an entity which as a result of the Business Combination owns the Parent
or all or substantially all of the Parent’s assets either directly or through one or more subsidiaries) in substantially the same
proportions as their ownership of the Parent’s voting securities immediately prior to such Business Combination;


 


(C)             
any one person (or more than one person acting as a group) acquires all or substantially all of the assets of the Parent within
any twelve (12) consecutive month period; or


 


(D)            
individuals who, as of the Effective Date, constituted the Board (the “Incumbent Directors”) cease for any reason
to constitute at least a majority of the Board; provided, that any individual who becomes a member of the Board subsequent to the Effective
Date and whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors shall be treated
as an Incumbent Director unless he or she assumed office in connection with a Business Combination or as a result of an actual or threatened
election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents
by or on behalf of a person other than the Board.


 


Notwithstanding the
forgoing, if necessary to comply with Code Section 409A, none of the foregoing events shall constitute a Change of Control of the Parent
unless such event also constitutes a change in ownership of the Parent within the meaning of Treasury Regulation Section 1.409A- 3(i)(5)(v),
a change in the effective control of the Parent within the meaning of Treasury Regulation Section 1.409A- 3(i)(5)(vi) or a change in ownership
of a substantial portion of the assets of the Parent within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(vii).


 






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(iii)           
“Disability” means (i) the Executive has been incapacitated by bodily injury, illness or disease
so as to be prevented thereby from engaging in the performance of the Executive’s duties (provided, however, that the Company acknowledges
its obligations to provide reasonable accommodation to the extent required by applicable law); (ii) such total incapacity shall have
continued for a period of six (6) consecutive months; and (iii) such incapacity will, in the opinion of a qualified physician,
be permanent and continuous during the remainder of the Executive’s life.


 


(iv)            
“Good Reason” means (i) the assignment to Executive of any duties materially inconsistent with his position,
including any change in status, title, authority, duties or responsibilities or other action which results in a material diminution in
such status, title, authority, duties or responsibilities; (ii) a material reduction in Executive’s Base Salary by the Company;
(iii) the relocation of Executive’s principal office to a location more than fifty (50) miles from his then current principal office;
or (iv) beginning during the 2023 fiscal year, Executive finds a replacement for his position and such replacement is approved by the
Board.


 


6.             Payments of Accrued Obligations Upon Termination. In the event that Executive’s employment with the Company terminates
for any reason, the Company’s obligation to compensate Executive shall in all respects cease as of the date of termination, except
that the Company shall pay to Executive through the date of termination (i) any accrued but unpaid Base Salary, (ii) any unpaid Annual
Bonus for the year prior to the year of termination; (iii) any payments Executive is entitled to receive pursuant to Section 3,
and (iv) any rights or payments that are vested benefits or that Executive is otherwise entitled to receive at or subsequent to the date
of termination of employment under any benefit plan or any other contract or agreement with the Company, which shall be payable in accordance
with the terms of such benefit plan, contract or agreement, except as explicitly modified by this Agreement, including, without limitation,
any of Executive’s business expenses that are reimbursable, but have not been reimbursed as of the date of termination of employment
(the “Accrued Obligations”). The Company shall pay to Executive (or to Executive’s estate in the event of Executive’s
death), the Accrued Obligations (other than the Severance Payments described in Section 5(a) and Separation Payments described
in Section 5(c)) within thirty (30) days after the date of termination of Executive’s employment with the Company.


 


7.            Change
in Control Benefits. In the event of a Change in Control during the Employment Term, the Company shall provide the Executive
with: (i) a one-time lump sum payment equal to five million dollars ($5,000,000); (ii) a grant of the LTI Award that would have
otherwise been granted during the fiscal year of the Change in Control, which shall be granted immediately prior to such Change in
Control subject to compliance with Applicable Securities Laws; and (iii) full vesting of all the Executive’s outstanding
equity-based awards of Parent (including all LTI Awards, including those referenced in clause (ii)) subject to compliance with
Applicable Securities Laws.


 






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8.             Non-Disclosure of Confidential Information.


 


(a)              
Confidential Information. Executive acknowledges that in the course of Executive’s employment with the Company, Executive
will be provided with, have access to, access, use, and develop Confidential Information (as defined herein) of the Company Group. For
purposes of this Agreement, “Confidential Information” shall mean and include all information, whether written or oral,
tangible or intangible (in any form or format), of a private, secret, proprietary or confidential nature, of or concerning the Company
Group or the business or operations of the Company Group, including without limitation: any trade secrets or other confidential or proprietary
information which is not publicly known or generally known in the industry; the identity, background, and preferences of any current or
prospective clients, investors, distributors, suppliers, vendors, referral sources, and business affiliates; pricing and financial information;
current and prospective client, investor, distributor, supplier, or vendor lists and leads; proposals with prospective clients, investors,
distributors, suppliers, vendors, or business affiliates; contracts with clients, investors, distributors, suppliers, vendors or business
affiliates; marketing plans; brand standards guidelines; proprietary computer software and systems; marketing materials and information;
operating and business plans and strategies; research and development; policies and manuals; personnel information of employees that is
private and confidential; any information related to the compensation of employees, consultants, agents or representatives of Company
Group; sales and financial reports and forecasts; any information concerning any product, technology or procedure employed by Company
Group but not generally known to its current or prospective clients, investors, distributors, suppliers, vendors or competitors, or under
development by or being tested by Company Group; any inventions, innovations or improvements covered by Section 11 hereof; and
private information concerning planned or pending acquisitions or divestitures. Notwithstanding the foregoing, the term Confidential Information
shall not include information which (A) becomes available to Executive from a source other than Company Group or from third parties with
whom Company Group is not bound by a duty of confidentiality, or (B) becomes generally available or known in the industry other than as
a result of its disclosure by Executive.


 


(i)                
During the course of Executive’s employment with Company, Executive agrees to use Executive’s commercially reasonable
best efforts to maintain the confidentiality of the Confidential Information, including adopting and implementing all reasonable procedures
prescribed by Company Group to prevent unauthorized use of Confidential Information or disclosure of Confidential Information to any unauthorized
person.


 


(ii)              Executive
agrees that all Confidential Information shall be Company Group’s sole property during and after Executive’s employment
with Company. Executive agrees that Executive will not remove any hard copies of Confidential Information from Company Group’s
premises, will not download, upload, or otherwise transfer copies of Confidential Information to any external storage media or cloud
storage (except as necessary in the performance of Executive’s duties for Company Group and for Company Group’s
benefit), and will not print hard copies of any Confidential Information that Executive accesses electronically from a remote
location (except as necessary in the performance of Executive’s duties for Company Group and for Company Group’s
benefit).


 






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(iii)           
Other than as contemplated in Section 8(a)(iv) below, in the event that Executive becomes legally obligated to disclose
any Confidential Information to anyone other than to Company Group, Executive will provide Company with prompt written notice thereof
so that Company may seek a protective order or other appropriate remedy and Executive will cooperate with and assist Company in securing
such protective order or other remedy. In the event that such protective order is not obtained, or that Company waives compliance with
the provisions of this Section 8(a)(iii) to permit a particular disclosure, Executive will furnish only that portion of the Confidential
Information which Executive is legally required to disclose.


 


(iv)            
Nothing in this Agreement shall be construed to prohibit Executive from: filing a charge or participating in any investigation
or proceeding conducted by any federal, state or local government agency charged with enforcement of any law; reporting possible violations
of any law, rule or regulation to any governmental agency or entity charged with enforcement of any law, rule or regulation; or making
other disclosures that are protected under whistleblower provisions of any law, rule or regulation. Executive acknowledges that an individual
shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is:
(A) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and made solely
for the purpose of reporting or investigating a suspected violation of law; or (B) made in a complaint or other document filed in
a lawsuit or other proceeding, if such filing is made under seal. Executive further acknowledges that an individual who files a lawsuit
for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual
and use the trade secret information in the court proceeding, if the individual: (1) files any document containing the trade secret under
seal; and (2) does not disclose the trade secret, except pursuant to court order.


 


(b)              
Restrictions On Use And Disclosure Of Confidential Information. At all times during Executive’s employment with the
Company and for two (2) years after Executive’s employment with Company terminates, regardless of the reason for termination, Executive
agrees: (i) not to use, permit use of, discuss, disclose, transfer, or disseminate in any manner any Confidential Information, except
as necessary in the performance of Executive’s duties for Company Group and for Company Group’s benefit; (ii) not to make,
or cause to be made, copies (in any form or format) of the Confidential Information, except as necessary in the performance of Executive’s
duties for Company Group and for Company Group’s benefit; and (iii) to promptly and fully advise the Company of all facts known
to Executive concerning any actual or threatened unauthorized use of the Confidential Information or disclosure of the Confidential Information
to any unauthorized person about which Executive becomes aware. The restrictions contained in this Section 7(b) also apply to Confidential
Information developed by Executive during Executive’s employment with the Company, which are related to the Company Group or to
the Company Group’s successor or assigns, as such information is developed for the benefit of and ownership of the Company Group
and all rights and privileges to such information or derivative works, including but not limited to trademarks, patents and copyrights
remain with the Company Group.


 






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(c)              
 Third Party Information. Executive acknowledges that during the course of Executive’s employment with the Company,
Executive may receive or have access to, confidential or proprietary information belonging to third parties (“Third Party Information”).
During the Employment Term and thereafter, Executive agrees: (i) to hold the Third Party Information in the strictest confidence, take
all reasonable precautions to prevent the inadvertent disclosure of the Third Party Information to any unauthorized person, and follow
all of the Company’s policies regarding protecting the Third Party Information; (ii) not to use, permit use of, discuss, disclose,
transfer, or disseminate in any manner any Third Party Information, except as necessary in the performance of Executive’s duties
for Company Group; (iii) not to make, or cause to be made, copies (in any form or format) of the Third Party Information, except as necessary
in the performance of Executive’s duties for Company Group or as compelled by subpoena or other legal order or process; and (iv)
to promptly and fully advise the Company of all facts known to Executive concerning any actual or threatened unauthorized use of the Third
Party Information or disclosure of the Third Party Information to any unauthorized person about which Executive becomes aware.


 


(d)              
Return of Confidential Information and Property. Upon termination of Executive’s employment with the Company, notwithstanding
the reason or cause of termination, and at any other time upon written request by the Company, Executive shall promptly return to the
Company all originals, copies, or duplicates, in any form or format (whether paper, electronic or other storage media), of the Confidential
Information and the Third Party Information, as well as any and all other documents, computer discs, computer data, equipment, and property
of the Company Group (including, but not limited to, cell phones, credit cards, and laptop computers if they have been provided to Executive),
relating in any way to the business of the Company Group or in any way obtained by Executive during and in the course of Executive’s
employment with the Company. Executive further agrees that after termination of Executive’s employment with the Company, Executive
shall not knowingly retain any copies, notes, or abstracts in any form or format (whether paper, electronic or other storage media) of
the Confidential Information, the Third Party Information, or other documents or property belonging to the Company Group unless otherwise
required by law or any applicable regulatory guidance.


 


9.           Non-Competition;
Non-Solicitation. The Company recognizes the Executive’s personal good will is crucial to the viability and increased profitability
of the Company Group and as a result this provision is a material component in this Agreement.


 


(a)               Non-Competition.
Executive acknowledges the highly competitive nature of Company Group’s business and, in consideration of Executive’s
employment with the Company, access to the Confidential Information, the payment of the Base Salary, grant of equity-based
compensation awards, eligibility for Severance Payments pursuant to Section 5(a), Separation Payments pursuant to Section
5(b), and the Change in Control benefits described in Section 7, and any other benefits by Company to Executive pursuant
to the terms hereof (which Executive acknowledges is sufficient to justify the restrictions contained herein), Executive agrees that
during the Employment Term and for eighteen (18) months from the date of termination of Executive’s employment with Company
for any reason, Executive will not engage, directly or indirectly, as a principal, officer, agent, employee, director, member,
partner, stockholder (other than as the passive holder of less than ten percent (10%) of the outstanding stock of a publicly-traded
corporation), independent contractor, or through the investment of capital, lending of money or property, rendering of consulting
services or advice, or in any other capacity, whether with or without compensation or other remunerations, in the Restricted
Business (as hereinafter defined) anywhere within the anywhere within the Restricted Area (as hereinafter defined). For purposes of
this Agreement, the “Restricted Area” is the United States. For purposes of this Agreement, “Restricted
Business” shall mean the multi-state operator business of cultivating, manufacturing, processing, packaging, purchasing,
distributing, dispensing, and selling cannabis and hemp products; provided, such business has a market capitalization of at least
$500,000,000.


 






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(b)              
Non-Solicitation of Business Opportunities. Executive agrees that during the Employment Term and for two (2) years from
the date of termination of Executive’s employment with Company for any reason, Executive shall not, for Executive’s own benefit
or on behalf of any other person or entity (other than the Company Group), directly or indirectly through another person or entity: (i)
divert existing business opportunities related to the Restricted Business to some person or entity engaged in the Restricted Business
(other than for the Company Group); or (ii) aid or assist any other person, business, or entity to do any of the aforesaid prohibited
acts. The restriction created by this Section 9(b) is limited to existing and prospective business opportunities of the
Company Group with whom Executive had material contact or business dealings during Executive’s employment with the Company.


 


(c)              
Non-Solicitation of Employees, Consultants, and Independent Contractors. Executive agrees that during the Employment Term
and for two (2) years from the date of termination of Executive’s employment with Company for any reason, including upon expiration
of the Employment Term, Executive will not, directly or indirectly (in any capacity, on Executive’s own behalf or on behalf of any
other person or entity): (i) solicit, request, induce or encourage any individual who was an employee, consultant, or independent contractor
of the Company Group at the time of Executive’s termination of employment with the Company to terminate their employment, to cease
to be engaged by the Company Group, and/or to terminate or reduce their business relationship with the Company Group; or (ii) hire, employ,
or offer to hire or employ any individual who was an employee, consultant, or independent contractor of the Company Group (other than
for the Company Group) at the time of Executive’s termination of employment with the Company; provided, however this subsection
(ii) shall only apply for up to a maximum of six (6) months after such employee, consultant or independent contractor leaves the service
of the Company Group and shall not apply to non-targeted solicitations or search inquiries, open notices or general media advertisements
or to any employees who are classified as exempt under the U.S. Fair Labor Standards Act.


 


(d)              
Scope of Restrictive Covenants. Company and Executive recognize and agree that the Company Group conducts business operations
and generates revenues from clients throughout the Restricted Area. Executive acknowledges that the Company Group would be greatly damaged
if Executive took action that would violate the restrictive covenants of this Section 9 anywhere in the Restricted Area. Accordingly,
Company and Executive agree that the restrictive covenant provisions contained in this Section 9 are applicable to the Restricted
Area, and Executive shall be prohibited from violating the terms of this Section 9 from any location anywhere in the Restricted
Area. The Parties acknowledge and agree that the scope of the restrictive covenants in this Section 9 shall not prevent Executive
from engaging in the practice of law in the Restricted Business or otherwise.


 






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(e)              
 Reasonableness of Restrictive Covenants. Executive agrees and acknowledges that to assure the Company that the Company
Group will retain the value of its operations, it is necessary that the Executive abide by the restrictions set forth in this Agreement.
Executive further agrees and acknowledges that during the Employment Term, Executive will be engaged in, obtain Confidential Information
about, and have operational duties and responsibilities in connection with, all aspects of the Restricted Business. Executive further
agrees that the promises made in this Agreement are reasonable and necessary for protection of the Company Group’s legitimate business
interests including, but not limited to: the Confidential Information; client good will associated with the specific marketing and trade
area in which the Company Group conducts its business; the Company Group’s substantial relationships with prospective and existing
clients, investors, distributors, vendors, and suppliers; and a productive and competent and undisrupted workforce. Executive agrees that
the restrictive covenants in this Agreement will not prevent Executive from earning a livelihood in Executive’s chosen business,
they do not impose an undue hardship on Executive, and that they will not injure the public.


 


10.          Mutual Non-Disparagement. Executive agrees that at all times during and after the Employment Term, Executive will not
engage in any conduct that is injurious to the reputation or interests of the Company Group, including, but not limited to, making disparaging
comments (or inducing or encouraging others to make disparaging comments) about the Company Group, any of the shareholders, members, directors,
officers, employees, investors, or agents of the Company Group, or the Company Group’s operations, financial condition, prospects,
products or services. The Company agrees that at all times during and after the Employment Term, the officers and directors of the Company
Group will not engage in any conduct that is injurious to the reputation or interests of the Executive, including, but not limited to,
making disparaging comments (or inducing or encouraging others to make disparaging comments) about the Executive or Executive’s
affiliates, partners or any of Executive’s new business enterprises. However, nothing in this Agreement shall prohibit Executive
or the Company from: exercising protected rights under Section 7 of the National Labor Relations Act; filing a charge with or participating
in any investigation or proceeding conducted by the Equal Employment Opportunity Commission or any other local, state, or federal administrative
body or government agency that is authorized to enforce or administer any law, rule, or regulation; testifying truthfully in any forum
or before any government agency responsible for enforcing any law, rule, or regulation; reporting possible violations of any law, rule
or regulation to any governmental agency or entity charged with enforcement of any law, rule or regulation; or making other disclosures
that are protected under whistleblower provisions of any law, rule or regulation. 


 


11.          Intellectual Property.


 


(a)               Work
Product Owned By Company. Executive agrees that the Company or the applicable member of the Company Group (each individually the
 “Assigned Party”) is and will be the sole and exclusive owner of all ideas, inventions, discoveries,
improvements, designs, plans, methods, works of authorship, deliverables, writings, brochures, manuals, know-how, method of
conducting its business, policies, procedures, products, processes, software, or any enhancements, or documentation of or to the
same and any other work product in any form or media that Executive makes, works on, conceives, or reduces to practice, individually
or jointly with others, in the course of Executive’s employment for the Assigned Party and with the use of the Assigned
Party’s time, materials or facilities, and is in any way related or pertaining to or connected with the present or anticipated
business, products or services of the Assigned Party whether produced during normal business hours or on personal time
(collectively, “Work Products”).


 






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(b)              
Definition of Intellectual Property. “Intellectual Property” means any and all (i) copyrights and
other rights associated with works of authorship, (ii) trade secrets and other confidential information, (iii) patents, patent disclosures
and all rights in inventions (whether patentable or not), (iv) trademarks, trade names, Internet domain names, and registrations and applications
for the registration thereof together with all of the goodwill associated therewith, (v) all other intellectual and industrial property
rights of every kind and nature throughout the world and however designated, whether arising by operation of law, contract, license, or
otherwise, and (vi) all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter
in effect.


 


(c)              
Assignment. Executive acknowledges Executive’s work and services provided for the Assigned Party and all results and
proceeds thereof, including, the Work Products, are works done under Company Group’s direction and control and have been specially
ordered or commissioned by the Company Group. To the extent the Work Products are copyrightable subject matter, they shall constitute
 “works made for hire” for the Company Group within the meaning of the Copyright Act of 1976, as amended, and shall be the
exclusive property of the Assigned Party. Should any Work Product be held by a court of competent jurisdiction to not be a “work
made for hire,” and for any other rights, Executive hereby assigns and transfers to Assigned Party, to the fullest extent permitted
by applicable law, all right, title, and interest in and to the Work Products, including but not limited to all Intellectual Property
pertaining thereto, and in and to all works based upon, derived from, or incorporating such Work Products, and in and to all income, royalties,
damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or
in equity for past, present, or future infringement. Executive hereby waives and further agrees not to assert Executive’s rights
known in various jurisdictions as moral rights and grants the Company Group the right to make changes, as the Company Group deems necessary,
in the Work Products.


 


(d)              
License of Intellectual Property Not Assigned. Notwithstanding the above, should Executive be deemed to own or have any
Intellectual Property that is used, embodied, or reflected in the Work Products, Executive hereby grants to the Company Group, its successors
and assigns, the non-exclusive, irrevocable, perpetual, worldwide, fully paid and royalty-free license, with rights to sublicense through
multiple levels of sublicenses, to use, reproduce, publish, create derivative works of, market, advertise, distribute, sell, publicly
perform and publicly display and otherwise exploit by all means now known or later developed the Work Products and Intellectual Property.


 






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(e)               Maintenance;
Disclosure; Execution; Attorney-In-Fact. Executive will, at the request and cost of the Assigned Party, sign, execute, make and
do all such deeds, documents, acts and things as the Assigned Party and their duly authorized agents may reasonably require to apply
for, obtain and vest in the name of the Assigned Party alone (unless the Assigned Party otherwise directs) letters patent,
copyrights or other analogous protection in any country throughout the world and when so obtained or vested to renew and restore the
same. In the event the Assigned Party is unable, after reasonable effort, to secure Executive’s signature on any letters
patent, copyright or other analogous protection relating to a Work Product, whether because of Executive’s physical or mental
incapacity or for any other reason whatsoever, Executive hereby irrevocably designates and appoints the Assigned Party and its duly
authorized officers and agents as Executive’s agent and attorney-in-fact (which designation and appointment shall be (i)
deemed coupled with an interest and (ii) irrevocable, and shall survive Executive’s death or incapacity), to act for and
in Executive’s behalf and stead to execute and file any such application or applications and to do all other lawfully
permitted acts to further the prosecution and issuance of letters patent, copyright or other analogous protection thereon with the
same legal force and effect as if executed by Executive.


 


(f)               
Executive’s Representations Regarding Work Products. Executive represents and warrants that all Work Products that
Executive makes, works on, conceives, or reduces to practice, individually or jointly with others, in the course of performing Executive’s
duties for Assigned Party under this Agreement are (i) original or an improvement of the Assigned Party’s prior Work Products and
(ii) do not include, copy, use, or infringe any Intellectual Property rights of a third party.


 


(g)              
Transfer of State Licenses. For the avoidance of doubt, following the Employment Term, Executive will cooperate diligently
with the members of the Company Group to transfer any and all state licenses related to the conduct of the Company Group’s business
that were obtained in Executive’s name into the name of such member of the Company Group as requested by the Board and the Company
Group shall work diligently to effectuate the transfer of such state licenses in a timely manner following the Employment Term.


 


12.                
Cooperation. During the Employment Term and thereafter, Executive will cooperate with all reasonable requests by the
Company Group for assistance in connection with any investigations or legal proceedings involving the Company Group, including by providing
truthful testimony in person in any such legal proceedings without having to be subpoenaed; provided, however, that the foregoing shall
not apply to any investigation or legal proceeding involving disputes between Executive and the Company Group arising under this Agreement
or any other agreement. In no event shall Executive’s cooperation materially interfere with his services for a subsequent employer
or other similar service recipient. The Company agrees that (i) it shall promptly reimburse the Executive for his reasonable and documented
expenses in connection with his rendering assistance and/or cooperation under this Section 12 upon his presentation of documentation
for such expenses and (ii) the Executive shall be reasonably compensated for any continued material services as required under this Section
12.


 


13.                 Severability;
Independent Covenants. If any term or provision of this Agreement shall be determined by a court of competent jurisdiction to be
illegal, invalid or unenforceable for any reason, the remaining provisions of this Agreement shall remain enforceable and the
invalid, illegal or unenforceable provisions shall be modified so as to be valid and enforceable and shall be enforced as modified;
provided, that no severance shall be effective if it materially changes the economic benefit of this Agreement to either party. Upon
such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate,
in good faith, a legal, valid and enforceable substitute provision which most nearly effects, to the extent possible, the same
economic, business or other purposes of the invalid, illegal or unenforceable provision. If, moreover, any part of this Agreement is
for any reason held too excessively broad as to time, duration, geographic scope, activity, or subject, it is the intent of the
parties that this Agreement shall be judicially modified by limiting or reducing it so as to be enforceable to the extent compatible
with the applicable law. Except as otherwise provided in this Agreement, the existence of any claim or cause of action of Executive
against the Company Group (or against any member, shareholder, director, officer, or employee thereof), whether arising out of the
Agreement or otherwise, shall not constitute a defense to: (i) the enforcement by the Company Group of any of the restrictive
covenants contemplated by this Agreement; or (ii) the Company Group’s entitlement to remedies hereunder.
Executive’s obligations under this Agreement are independent of any of the Company Group’s obligations to the
Executive.


 






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14.                
Remedies for Breach. Executive acknowledges and agrees that it would be difficult to measure the damages to the Company
Group from any breach or threatened breach by Executive of this Agreement, including but not limited to Sections 8, 9,10 or 11
hereof; that injury to the Company Group from any such breach would be irreparable; and that money damages would therefore be an inadequate
remedy for any such breach. Accordingly, Executive agrees that if Executive breaches or threatens to breach any of the promises contained
in this Agreement, the Company Group shall, in addition to all other remedies it may have (including monetary remedies), be entitled to
seek an injunction and/or equitable relief, on a temporary or permanent basis, to restrain any such breach or threatened breach without
showing or proving any actual damage to the Company Group. Nothing herein shall be construed as a waiver of any right the Company Group
may have or hereafter acquire to pursue any other remedies available to it for such breach or threatened breach, including recovery of
damages from Executive.


 


15.                
Attorneys’ Fees and Costs. In any action brought to enforce or otherwise interpret any provision of this Agreement,
the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs from the non-prevailing party to the action
or proceeding, including through settlement, judgment and/or appeal.


 


16.                 Assignment;
Third-Party Beneficiaries. The rights of the Company under this Agreement may, without the consent of Executive, be assigned by
the Company to (i) any person, firm, corporation, or other business entity which at any time, whether by purchase, merger, or
otherwise, directly or indirectly, acquires all or substantially all of the Company’s stock or assets, or (ii) any affiliate
or future affiliate of the Company, and such assignment by Company pursuant to this Section 16 shall automatically,
and without any further action required by the Parties, relieve the assignor Company (and discharge and release the assignor
Company) from all obligations and liabilities under or related to this Agreement (all such obligations and/or automatically
liabilities assumed by the assignee Company). This Agreement shall be binding upon and inure to the benefit of any successor or
assigns of Company. Executive may not assign this Agreement without the written consent of the Company. Executive agrees that each
member of the Company Group is an express third-party beneficiary of this Agreement, and this Agreement, including the restrictive
covenants and other obligations set forth in Sections 8, 9, 10 and 12 hereof, are for each such member’s benefit.
Executive expressly agrees and consents to the enforcement of this Agreement, including but not limited to the restrictive covenants
and other obligations in Sections 8, 9, 10 and 12 hereof, by any member of the Company Group as well as by the Company
Group’s future affiliates, successors and/or assigns.


 






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17.                
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida,
without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction
other than the State of Florida.


 


18.                
Jurisdiction; Venue. The Parties hereto irrevocably and unconditionally submit to the exclusive jurisdiction of any
state or federal court sitting in Palm Beach County, Florida over any suit, action or proceeding arising out of or relating to this Agreement.
Service of any process, summons, notice or document by U.S. registered mail sent to the address of any Party for receipt of notices hereunder
as provided in Section 25 hereof shall be effective service of process for any action, suit or proceeding brought against
such Party in any such court. The Parties hereto irrevocably and unconditionally waive any objection to the laying of venue of any such
suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court
has been brought in an inconvenient forum. A final judgment in any suit, action or proceeding brought in any such court shall be conclusive
and binding upon the Parties and may be enforced in any other courts to whose jurisdiction a Party is or may be subject, by suit upon
such judgment.


 


19.                
Mutual Waiver of Jury Trial. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND A TRIAL BY
JURY FOR ANY CAUSE OF ACTION, CLAIM, RIGHT, ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT
OR THE RELATIONSHIP OF THE PARTIES. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE, INCLUDING
BUT NOT LIMITED TO THE CONSTITUTION OF THE UNITED STATES, THE CONSTITUTION OF ANY STATE, COMMON LAW OR ANY APPLICABLE STATUTE OR REGULATION.
EACH PARTY HEREBY ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING THE RIGHT TO DEMAND TRIAL BY JURY.


 


20.                
Waiver. No waiver of any breach or other rights under this Agreement shall be deemed a waiver unless the acknowledgment
of the waiver is in writing executed by the Party committing the waiver. No waiver shall be deemed to be a waiver of any subsequent breach
or rights. All rights are cumulative under this Agreement. The failure or delay of the Company at any time or times to require performance
of, or to exercise any of its powers, rights or remedies with respect to any term or provision of this Agreement or any other aspect of
Executive’s conduct or employment in no manner (except as otherwise expressly provided herein) shall affect the Company’s
right at a later time to enforce any such term or provision.


 


21.                
Survival. Executive’s post-termination obligations and the Company Group’s post-termination rights under
Sections 8 through 19 of this Agreement and the obligations of the Company Group under Sections 3(f) and (g) and
Sections 5 through 7 shall survive the termination of this Agreement and the termination of Executive’s employment
with the Company regardless of the reason for termination; shall continue in full force and effect in accordance with their terms; and
shall continue to be binding on the parties.


 









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22.                
 Independent Advice. Executive acknowledges that the Company has provided Executive with a reasonable opportunity to obtain
independent legal advice with respect to this Agreement and, particularly, to understand and acknowledge the restrictions being placed
on Executive pursuant to Sections 8-15 of this Agreement, and that Executive has had such independent legal advice prior to executing
this Agreement.


 


23.                
Entire Agreement. This Agreement constitutes the entire understanding of the Parties relating to the subject matter
hereof and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or
implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments
are hereby canceled and terminated.


 


24.                
Amendment. This Agreement may not be amended, supplemented or modified in whole or in part except by an instrument in
writing signed by the Party or Parties against whom enforcement of such amendment, supplement, or modification is sought.


 


25.                
Notices. Any notice, request or other document required or permitted to be given under this Agreement shall be in writing
and shall be deemed given: (a) upon delivery, if delivered by hand; (b) three business (3) days after the date of deposit in the mail,
postage prepaid, if mailed by certified U.S. mail; or (c) on the next business day, if sent by prepaid overnight courier service. If not
personally delivered by hand, notice shall be sent using the addresses set forth below or to such other address as either party may designate
by written notice to the other:


 


If to the Executive: at the
Executive’s most recent address on the records of the Company.


 


with copies (which shall not
constitute notice) to:


 


Greenberg Traurig, P.A.


333 S.E. 2nd Avenue


Miami, FL 33131


Attn: Leanne M. Reagan, Esq.


 


If to the Company, to:


 


JGMT, LLC


1800 NW Corporate Blvd., Suite 200


Boca Raton, FL 33431


Attn: Tobi Lebowitz, Esq.


 






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26.                 Code
Section 409A Compliance. It is intended that the provisions of this Agreement are either exempt from or comply with the terms
and conditions of Code Section 409A, and to the extent that the requirements of Code Section 409A are applicable thereto, all
provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under
Code Section 409A. If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A,
each installment shall be treated as a separate payment. If and to the extent required to comply with Section 409A, no payment or
benefit required to be paid under this Agreement on account of termination of the Executive’s employment shall be made unless
and until the Executive incurs a “separation from service” within the meaning of Section 409A. Executive shall have no
duties following the termination of Executive’s employment with the Company that are inconsistent with Executive having had a
 “separation from service” within the meaning of Section 409A. If the Executive is a “specified employee” (as
determined in accordance with Section 409A), then no payment or benefit that is payable on account of the Executive’s
 “separation from service”, as that term is defined for purposes of Section 409A, shall be made before the date that is
six months after the Executive’s “separation from service” (or, if earlier, the date of the Executive’s
death) if and to the extent that such payment or benefit constitutes deferred compensation under Section 409A and such deferral is
required to comply with the requirements of Section 409A. Any payment or benefit delayed by reason of the prior sentence shall
be paid out or provided in a single lump sum at the end of such required delay period. Notwithstanding anything herein to the
contrary or otherwise, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Section does not
constitute a “deferral of compensation” within the meaning of Code Section 409A and the regulations and other guidance
thereunder: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year
will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar
year; (ii) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day
of the calendar year following the calendar year in which the applicable expense is incurred; (iii) the right to payment or
reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit and (iv) payment of any tax
reimbursements or gross-ups under this Agreement must be made by no later than the end of the taxable year of the Executive
following the taxable year of the Executive in which the Executive remits the related taxes.


 


27.                
Excess Parachute Excise Tax.


 


(a)                  If
any payment or other benefit (including any acceleration of vesting) Executive would receive in connection with any transaction
constituting a 280G Change in Control (which for purposes of this Section 27 shall mean a change in ownership or control
as determined in accordance with the regulations promulgated under Section 280G of the Code) (the “Benefit”)
would (i) constitute a “parachute payment” within the meaning of Code Section 280G, and (ii) but for this sentence, be subject
to the excise tax under Section 4999 (the “Excise Tax”), then the Company shall make a payment to the Executive
(a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any Excise Tax)
imposed upon the Gross-Up Payment, the Executive retains (or has had paid to the Internal Revenue Service (the “IRS”)
on his behalf) an amount of the Gross-Up Payment equal to the sum of (x) the Excise Tax imposed upon the Benefit and (y) the product of
any deductions disallowed because of the inclusion of the Gross-Up Payment in the Executive’s adjusted gross income and the highest
applicable marginal rate of federal income taxation for the calendar year in which the Gross-Up Payment is to be made. For purposes of
determining the amount of the Gross-Up Payment, the Executive shall be deemed to (x) pay federal income taxes at the highest marginal
rates of federal income taxation for the calendar year in which the Gross-Up Payment is to be made, and (y) pay applicable state and local
income taxes at the highest marginal rate of taxation for the calendar year in which the Gross-Up Payment is to be made, net of the maximum
reduction in federal income taxes which could be obtained from deduction of such state and local taxes.


 






    20


     


    

 





(b)                The
accounting firm engaged by the Company for general audit purposes as of the day
prior to the effective date of the 280G Change in Control shall perform any calculations necessary in connection with this Section
27.  If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity,
or group effecting the 280G Change in Control, the Company shall appoint another qualified accounting firm to make the determinations
required hereunder.  The Company shall bear all expenses with respect to the determinations by such accounting firm required to be
made hereunder.


 


(c)              The
accounting firm engaged to make the determinations under this Section
27 shall provide its calculations, together with detailed supporting documentation, to Executive and the Company
within fifteen (15) calendar days after the date on which Executive’s right to a Benefit is triggered (if requested at that time
by Executive or the Company) or such other time as requested by Executive or the Company. Any Gross-Up Payment, as
determined pursuant to this Section 27, shall be paid by the Company to the Executive within five (5) calendar days of the
receipt of the accounting firm’s determination. If the
accounting firm determines that no Excise Tax is payable with respect to a Benefit, it shall furnish Executive and the Company with an
opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Benefit.  Any good faith determinations
of the accounting firm made hereunder shall be final, binding, and conclusive upon Executive and the Company, except as set forth below.


 


(d)              In
light of the uncertainty in applying Sections 280G and 4999 of the Code, if it is subsequently determined that the Gross-up Payment
is not sufficient to put the Executive in the same after-tax position (taking into account any and all applicable federal, state,
local and foreign income, employment and excise taxes (including the Excise Tax and such taxes imposed on the Gross-up Payment))
that the Executive would have been in if the Executive had not incurred the Excise Tax, then the Company shall promptly pay to or for
the benefit of the Executive such additional amounts necessary to put the Executive in the same after-tax position that the
Executive would have been in if the Excise Tax had not been imposed. In the event that a written ruling of the IRS is obtained by or on
behalf of the Company or the Executive, which provides that the Executive is not required to pay, or is entitled to a refund with respect
to, all or a portion of the Excise Tax, then the Executive shall reimburse the Company in an amount equal to the Gross-up Payment,
less any amounts which remain payable by or are not refunded to the Executive, within thirty (30) days of the date of the IRS determination
or the date the Executive receives the refund, as applicable. The Executive and the Company shall reasonably cooperate with each other
in connection with any administrative or judicial proceedings concerning the existence or amount of liability for the Excise Tax; provided
that, if the Company decides to contest a claim by the IRS relating to the Excise Tax, then the Company shall bear and pay directly or
indirectly all costs and expenses (including any additional interest and penalties and any legal and accounting fees and expenses) incurred
in connection with such action and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax
or income tax, including interest and penalties with respect thereto, imposed as a result of the Company’s action.


 


28.                
Counterparts; Electronic Transmission; Headings. This Agreement may be executed in counterparts, each of which shall
be deemed an original, including an electronic copy or facsimile, but both of which taken together shall constitute one and the same
instrument. The headings used herein are for ease of reference only and shall not define or limit the provisions hereof.


 






    21


     


    

 


IN WITNESS WHEREOF, the Parties
have executed this Agreement as of the date first above written.


 


	 	COMPANY:
	 	 
	 	JGMT,
    LLC
	 	 
	 	By:	/s/ Jon Barack



 


	 	Print Name:	Jon Barack



 


	 	Title:	 President



 


	 	PARENT:
	 	 
	 	Jushi
    Holdings Inc.
	 	 
	 	By:	/s/ Jon Barack



 


	 	Print Name:	Jon Barack



 


	 	Title:	President



 


	 	EXECUTIVE:
	 	 
	 	/s/ James
    Cacioppo 
	 	James
    Cacioppo
	 	 
	 	Address:
	 	 
	 	[***]
	 	 
	 	[***]
	 	 
	 	 







 






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EXHIBIT A


OUTSIDE ACTIVITIES


 


		1.	Activities (including board positions) related to One East Capital Advisors L.P., its affiliated funds (collectively “One East”)
and any new or derivative funds based upon One East’s historical activities.



 


		2.	Activities (including board positions) related to ST2, LLC or any other real estate development activities in similar entities.



 


		3.	Activities (including board positions) related to Florida Peninsula Insurance Company or its affiliates.



 






     


     


    

 





EXHIBIT B


LTI AWARD VESTING SCHEDULE


 


2021 LTI Award


 


	Cumulative Vesting 

of 2021 LTI 

Award	Vesting Date
	33 1/3%	Grant Date
	66 2/3%	January 1, 2023
	100%	January 1, 2024


 


2022 LTI Award


 


	Cumulative Vesting 

of 2022 LTI 

Award	Vesting Date
	33 1/3%	January 1, 2023
	66 2/3%	January 1, 2024
	100%	January 1, 2025


 


2023 LTI Award


 


	Cumulative Vesting 

of 2023 LTI 

Award	Vesting Date
	50%	January 1, 2024
	100%	January 1, 2025


 


2024 LTI Award


 


	Cumulative Vesting 

of 2024 LTI 

Award	Vesting Date
	50%	January 1, 2025
	100%	January 1, 2026


 


2025 LTI Award


 


	Cumulative Vesting 

of 2025 LTI 

Award	Vesting Date
	100%	January 1, 2026