Exhibit 10.10


 


Resulting
Issuer Equity Incentive Plan


 


VERANO
HOLDINGS CORP.

STOCK AND INCENTIVE PLAN


 


1.       Purpose


 


The
purpose of the Plan is to promote the interests of the Company and its shareholders by aiding the Company in attracting and retaining
employees, officers, consultants, advisors and Non-Employee Directors capable of assuring the future success of the Company, to offer
such persons incentives to put forth maximum efforts for the success of the Company’s business and to compensate such persons through
various stock and cash-based arrangements and provide them with opportunities for stock ownership in the Company, thereby aligning the
interests of such persons with the Company’s shareholders.


 


2.       Definitions


 


As
used in the Plan, the following terms shall have the meanings set forth below:


 


“Affiliate”
shall mean any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company.


 


“Award”
shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award, Dividend
Equivalent or Other Stock-Based Award granted under the Plan.


 


“Award
Agreement” shall mean any written agreement, contract or other instrument or document evidencing an Award granted under the
Plan (including a document in an electronic medium) executed in accordance with the requirements of Section 10(b).


 


“Board”
shall mean the Board of Directors of the Company.


 


“Code”
shall mean the U.S. Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.


 


“Committee”
shall mean the Compensation Committee of the Board or such other committee designated by the Board to administer the Plan. At any time
that the Company is an SEC registrant and is not a “foreign private issuer” for purposes of the Securities Act and the Exchange
Act, the Committee shall be comprised of not less than such number of Directors as shall be required to permit Awards granted under the
Plan to qualify under Rule 16b-3, and each member of the Committee shall be a “non-employee director” within the meaning
of Rule 16b-3.


 


“Company”
shall mean Verano Holdings Corp., a British Columbia corporation, and any successor corporation.


 


“CSE”
means the Canadian Securities Exchange”


 


“Director”
shall mean a member of the Board.


 


“Dividend
Equivalent” shall mean any right granted under Section 6(e) of the Plan.


 


“Effective
Date” shall mean the date the Plan is adopted by the Board, as set forth in Section 12.


 




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“Eligible
Person” shall mean any employee, officer, Non-Employee Director, consultant, independent contractor or advisor providing services
to the Company or any Affiliate, or any such person to whom an offer of employment or engagement with the Company or any Affiliate is
extended; provided, however, that in the case of consultants, independent contractors or advisors who are “U.S. persons”
(as defined in Regulation S under the Securities Act) or are Persons in the United States, such consultants, independent contractors
or advisors are natural Persons and are providing bona fide services not in connection with the offer or sale of the Company’s
securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the Company’s securities,
which for greater certainty, includes any Persons providing investor relations activities.


 


“Exchange
Act” shall mean the U.S. Securities Exchange Act of 1934, as amended.


 


“Fair
Market Value” with respect to one Share as of any date shall mean (a) if the Shares are listed on the CSE or any established
stock exchange, the price of one Share at the close of the regular trading session of such market or exchange on the last trading day
prior to such date, and if no sale of Shares shall have occurred on such date, on the next preceding date on which there was a sale of
Shares. Notwithstanding the foregoing, in the event that any class of Shares is listed on the CSE, for the purposes of establishing the
exercise price of any Options, the Fair Market Value shall not be lower than the greater of the closing market price of such Shares on
the CSE on (i) the trading day prior to the date of grant of the Options, and (ii) the date of grant of the Options; (b) if no class
of Shares is so listed on the CSE or any established stock exchange, the average of the closing “bid” and “asked”
prices quoted by the OTC Bulletin Board, the National Quotation Bureau, or any comparable reporting service on such date or, if there
are no quoted “bid” and “asked” prices on such date, on the next preceding date for which there are such quotes
for a Share; or (c) if the Shares are not publicly traded as of such date, the per share value of one Share, as determined by the Board,
or any duly authorized Committee of the Board, in its sole discretion, by applying principles of valuation with respect thereto; and,
for certainty, the value of a Proportionate Voting Share shall be determined by multiplying the Fair Market Value of a Subordinate
Voting Share by 100 (or such other exchange ratio in effect from time to time).


 


“Incentive
Stock Option” shall mean an option granted under Section 6(a) of the Plan that is intended to meet the requirements of Section
422 of the Code or any successor provision.


 


“Listed
Security” means any security of the Company that is listed or approved for listing on a U.S. national securities exchange or
designated or approved for designation as a national market system security on an interdealer quotation system by the U.S. Financial
Industry Regulatory Authority, Inc. (or any successor thereto).


 


“Non-Employee
Director” shall mean a Director who is not also an employee of the Company or any Affiliate.


 


“Non-Qualified
Stock Option” shall mean an option granted under Section 6(a) of the Plan that is not intended to be an Incentive Stock Option.


 


“Option”
shall mean an Incentive Stock Option or a Non-Qualified Stock Option to purchase Shares of the Company, as designated in the Award Agreement.


 


“Other
Stock-Based Award” shall mean any right granted under Section 6(f) of the Plan. “Participant” shall mean
an Eligible Person designated to be granted an Award under the Plan.


 


“Performance
Award” shall mean any right granted under Section 6(d) of the Plan.


 


“Person”
shall mean any individual or entity, including a corporation, partnership, limited liability company, association, joint venture or trust.


 




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“Plan”
shall mean this Verano Holdings Corp. Stock and Incentive Plan, as amended from time to time.


 


“Proportionate
Voting Share” means the proportionate voting shares of the Company, each of which carries 100 votes (as at the date hereof)
and is convertible in certain circumstances into 100 Subordinate Voting Shares (or based on such other exchange ratio as is in effect
from time to time).


 


“Restricted
Stock” shall mean any Share, as designated in the Award Agreement, granted under Section 6(c) of the Plan.


 


“Restricted
Stock Unit” shall mean any unit granted under Section 6(c) of the Plan evidencing the right to receive a Share as designated
in the Award Agreement(or a cash payment equal to the Fair Market Value of a Share) at some future date, provided that in the case of
Participants who are liable to taxation under the Tax Act in respect of amounts payable under this Plan, that such date shall not be
later than December 31 of the third calendar year following the year services were performed in respect of the corresponding Restricted
Stock Unit award.


 


“Section
409A” shall mean Section 409A of the Code, or any successor provision, and applicable Treasury Regulations and other applicable
guidance thereunder.


 


“Securities
Act” shall mean the United States Securities Act of 1933, as amended.


 


“Share”
or “Shares” shall mean Subordinate Voting Shares of the Company and/or Proportionate Voting Shares of the Company (as the
context may require), or such other securities or property as may become subject to Awards pursuant to an adjustment made under Section
4(c) of the Plan).


 


“Specified
Employee” shall mean a specified employee as defined in Section 409A(a)(2)(B) of the Code or applicable proposed or final regulations
under Section 409A, determined in accordance with procedures established by the Company and applied uniformly with respect to all plans
maintained by the Company that are subject to Section 409A.


 


“Stock
Appreciation Right” shall mean any right granted under Section 6(b) of the Plan.


 


“Tax
Act” means the Income Tax Act (Canada).


 


“United
States” means the United States of America, its territories and possessions, any state of the United States and the District
of Columbia.


 


“U.S.
Award Holder” shall mean any holder of an Award who is a “U.S. person” (as defined in Rule 902(k) of Regulation
S under the Securities Act) or who is holding or exercising Awards in the United States.


 




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3.       Administration


 


		(a)	Power
                                            and Authority of the Committee. The Plan shall be administered by the Committee. Subject
                                            to the express provisions of the Plan and to applicable law, the Committee shall have full
                                            power and authority to: (i) designate Participants; (ii) determine the type or types of Awards
                                            to be granted to each Participant under the Plan; (iii) determine the number of Shares to
                                            be covered by (or the method by which payments or other rights are to be calculated in connection
                                            with) each Award; (iv) determine the terms and conditions of any Award or Award Agreement,
                                            including any terms relating to the forfeiture of any Award and the forfeiture, recapture
                                            or disgorgement of any cash, Shares or other amounts payable with respect to any Award; (v)
                                            amend the terms and conditions of any Award or Award Agreement, subject to the limitations
                                            under Section 7; (vi) accelerate the exercisability of any Award or the lapse of any restrictions
                                            relating to any Award, subject to the limitations in Section 7, (vii) determine whether,
                                            to what extent and under what circumstances Awards may be exercised in cash, Shares, other
                                            securities, other Awards or other property (excluding promissory notes), or canceled, forfeited
                                            or suspended, subject to the limitations in Section 7; (viii) determine whether, to what
                                            extent and under what circumstances amounts payable with respect to an Award under the Plan
                                            shall be deferred either automatically or at the election of the holder thereof or the Committee,
                                            subject to the requirements of Section 409A; (ix) interpret and administer the Plan and any
                                            instrument or agreement, including an Award Agreement, relating to the Plan; (x) establish,
                                            amend, suspend or waive such rules and regulations and appoint such agents as it shall deem
                                            appropriate for the proper administration of the Plan; (xi) make any other determination
                                            and take any other action that the Committee deems necessary or desirable for the administration
                                            of the Plan; and (xii) adopt such modifications, rules, procedures and subplans as may be
                                            necessary or desirable to comply with provisions of the laws of the jurisdictions in which
                                            the Company or an Affiliate may operate, including, without limitation, establishing any
                                            special rules for Affiliates, Eligible Persons or Participants located in any particular
                                            country, in order to meet the objectives of the Plan and to ensure the viability of the intended
                                            benefits of Awards granted to Participants located in such non-United States jurisdictions.
                                            Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations
                                            and other decisions under or with respect to the Plan or any Award or Award Agreement shall
                                            be within the sole discretion of the Committee, may be made at any time and shall be final,
                                            conclusive and binding upon any Participant, any holder or beneficiary of any Award or Award
                                            Agreement, and any employee of the Company or any Affiliate.



 


		(b)	Delegation.
                                            The Committee may delegate to one or more officers or Directors of the Company, subject to
                                            such terms, conditions and limitations as the Committee may establish in its sole discretion,
                                            the authority to grant Awards; provided, however, that the Committee shall not delegate
                                            such authority (i) with regard to grants of Awards to be made to officers of the Company
                                            or any Affiliate who are subject to Section 16 of the Exchange Act, if applicable or (ii)
                                            in such a manner as would cause the Plan not to comply with applicable exchange rules or
                                            applicable corporate law.



 


		(c)	Power
                                            and Authority of the Board. Notwithstanding anything to the contrary contained herein,
                                            (i) the Board may, at any time and from time to time, without any further action of the Committee,
                                            exercise the powers and duties of the Committee under the Plan, unless the exercise of such
                                            powers and duties by the Board would cause the Plan not to comply with the requirements of
                                            all applicable securities rules and (ii) only the Committee (or another committee of the
                                            Board comprised of directors who qualify as independent directors within the meaning of the
                                            independence rules of any applicable securities exchange where the Shares are then listed)
                                            may grant Awards to Directors who are not also employees of the Company or an Affiliate.



 


		(d)	Indemnification.
                                            To the full extent permitted by law, (i) no member of the Board, the Committee or any person
                                            to whom the Committee delegates authority under the Plan shall be liable for any action or
                                            determination taken or made in good faith with respect to the Plan or any Award made under
                                            the Plan, and (ii) the members of the Board, the Committee and each person to whom the Committee
                                            delegates authority under the Plan shall be entitled to indemnification by the Company with
                                            regard to such actions and determinations. The provisions of this paragraph shall be in addition
                                            to such other rights of indemnification as a member of the Board, the Committee or any other
                                            person may have by virtue of such person’s position with the Company.



 


4.       Shares
Available for Awards


 


		(a)	Shares
                                            Available. Subject to adjustment as provided in Section 4(c) of the Plan, the aggregate
                                            number of Shares that may be issued under all Awards under the Plan shall be 10% of the number
                                            of Shares outstanding (where such reference to “Shares” means the Subordinate
                                            Voting Shares and the Proportionate Voting Shares calculated on an as-converted to Subordinate
                                            Voting Share basis). The aggregate number of Shares that may be issued under all Awards under
                                            the Plan shall be reduced by Shares subject to Awards issued under the Plan in accordance
                                            with the Share counting rules described in Section4(b)below.



 


		(b)	Counting
                                            Shares. For purposes of this Section 4, if an Award entitles the holder thereof to receive
                                            or purchase Shares, the number of Shares covered by such Award or to which such Award relates
                                            shall be counted on the date of grant of such Award against the aggregate number of Shares
                                            available for granting Awards under the Plan.



 




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		(i)	Shares
                                            Added Back to Reserve. If any Shares covered by an Award or to which an Award relates
                                            are not purchased or are forfeited or are reacquired by the Company (including any Shares
                                            withheld by the Company or Shares tendered to satisfy any tax withholding obligation on Awards
                                            or Shares covered by an Award that are settled in cash), or if an Award otherwise terminates
                                            or is cancelled without delivery of any Shares, then the number of Shares counted against
                                            the aggregate number of Shares available under the Plan with respect to such Award, to the
                                            extent of any such forfeiture, reacquisition by the Company, termination or cancellation,
                                            shall again be available for granting Awards under the Plan.



 


		(ii)	Limitations
                                            on Share Recycling. Notwithstanding anything to the contrary in Subsection 4(b)(i) above,
                                            the following Shares will not again become available for issuance under the Plan: (A) any
                                            Shares which would have been issued upon any exercise of an Option but for the fact that
                                            the exercise price was paid by a “net exercise” pursuant to Error! Reference
                                            source not found. or any Shares tendered in payment of the exercise price of an Option;
                                            (B) any Shares withheld by the Company or Shares tendered to satisfy any tax withholding
                                            obligation with respect to an Option or Stock Appreciation Right; (C) Shares covered by a
                                            stock-settled Stock Appreciation Right issued under the Plan that are not issued in connection
                                            with settlement in Shares upon exercise; or (D) Shares that are repurchased by the Company
                                            using Option exercise proceeds.



 


		(iii)	Cash-Only
                                            Awards. Awards that do not entitle the holder thereof to receive or purchase Shares shall
                                            not be counted against the aggregate number of Shares available for Awards under the Plan.



 


		(iv)	Substitute
                                            Awards Relating to Acquired Entities. Shares issued under Awards granted in substitution
                                            for awards previously granted by an entity that is acquired by or merged with the Company
                                            or an Affiliate shall not be counted against the aggregate number of Shares available for
                                            Awards under the Plan.



 


		(c)	Adjustments.
                                            In the event that any dividend (other than a regular cash dividend) or other distribution
                                            (whether in the form of cash, Shares, other securities or other property), recapitalization,
                                            stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
                                            combination, repurchase or exchange of Shares or other securities of the Company, issuance
                                            of warrants or other rights to purchase Shares or other securities of the Company or other
                                            similar corporate transaction or event affects the Shares such that an adjustment is necessary
                                            in order to prevent dilution or enlargement of the benefits or potential benefits intended
                                            to be made available under the Plan, then the Committee shall, in such manner as it may deem
                                            equitable, adjust any or all of (i) the number and type of Shares (or other securities or
                                            other property) that thereafter may be made the subject of Awards, (ii) the number and type
                                            of Shares (or other securities or other property) subject to outstanding Awards, (iii) the
                                            purchase price or exercise price with respect to any Award and (iv) the limitation contained
                                            in Section4(d) below; provided, however, that the number of Shares covered by any
                                            Award or to which such Award relates shall always be a whole number. Such adjustment shall
                                            be made by the Committee or the Board, whose determination in that respect shall be final,
                                            binding and conclusive.



 


		(d)	Director
                                            Award Limitations. The limitation contained in this Section 4(d) shall apply only with
                                            respect to any Award or Awards granted under this Plan, and limitations on awards granted
                                            under any other shareholder-approved incentive plan maintained by the Company will be governed
                                            solely by the terms of such other plan. No Non-Employee Director may be granted any Award
                                            or Awards denominated in Shares that exceed in the aggregate US$1 million (such value computed
                                            as of the date of grant in accordance with applicable financial accounting rules) in any
                                            calendar year. The foregoing limit shall not apply to any Award made pursuant to any election
                                            by the Director to receive an Award in lieu of all or a portion of annual and committee retainers
                                            and meeting fees.



 


		(e)	Additional
                                            Award Limitations. If, and so long as, the Company is listed on the CSE, the aggregate
                                            number of Shares issued or issuable to persons providing Investor Relations Activities (as
                                            defined in CSE policies) as compensation within any 12-month period, shall not exceed 1%
                                            of the total number of the class of Shares listed on the CSE then outstanding.



 




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5.       Eligibility


 


Any
Eligible Person shall be eligible to be designated as a Participant. In determining which Eligible Persons shall receive an Award and
the terms of any Award, the Committee may take into account the nature of the services rendered by the respective Eligible Persons, their
historical contributions to the success of the Company’s predecessor entities or affiliates, present and potential contributions
to the success of the Company and/or such other factors as the Committee, in its discretion, shall deem relevant. Notwithstanding the
foregoing, an Incentive Stock Option may only be granted to full-time or part-time employees (which term, as used herein, includes, without
limitation, officers and Directors who are also employees) of the Company, or a “subsidiary corporation” of the Company within
the meaning of Section 424(f) of the Code or any successor provision. Furthermore, the Committee shall not grant any stock-based Awards
to residents of the United States unless such Awards and the Shares issuable upon settlement thereof are registered under the Securities
Act or are issued in compliance with an available exemption from the registration requirements of the Securities Act.


 


6.       Awards


 


		(a)	Options.
                                            The Committee is hereby authorized to grant Options to Eligible Persons with the following
                                            terms and conditions and with such additional terms and conditions not inconsistent with
                                            the provisions of the Plan, as the Committee shall determine:



 


		(i)	Exercise
                                            Price. The purchase price per Share purchasable under an Option to acquire Shares shall
                                            be determined by the Committee and shall not be less than 100% of the Fair Market Value of
                                            a Share on the date of grant of such Option; provided, however, that the Committee
                                            may designate a purchase price below Fair Market Value on the date of grant if the Option
                                            is granted in substitution for a stock option previously granted by an entity that is acquired
                                            by or merged with the Company or an Affiliate. For certainty, if the Committee grants Options
                                            to acquire Proportionate Voting Shares, the purchase price per Proportionate Voting Share
                                            shall not be less than the Fair Market Value of a Subordinate Voting Share on the date of
                                            grant of the Option multiplied by 100 (or such other exchange ratio as is in effect from
                                            time to time).



 


		(ii)	Option
                                            Term. The term of each Option shall be fixed by the Committee at the date of grant but
                                            shall not be longer than 10 years from the date of grant. Notwithstanding the foregoing,
                                            in the event that the expiry date of an Option held by a non-U.S. Award Holder falls within
                                            a trading blackout period imposed by the Company (a “Blackout Period”),
                                            and neither the Company nor the individual in possession of the Options is subject to a cease
                                            trade order in respect of the Company’s securities, then the expiry date of such Option
                                            shall be automatically extended to the 1 0th business day following the end of the Blackout
                                            Period.



 


		(iii)	Time
                                            and Method of Exercise. The Committee shall determine the time or times at which an Option
                                            may be exercised in whole or in part and the method or methods by which, and the form or
                                            forms, including, but not limited to, cash, Shares (actually or by attestation), other securities,
                                            other Awards or other property, or any combination thereof, having a Fair Market Value on
                                            the exercise date equal to the applicable exercise price, in which payment of the exercise
                                            price with respect thereto may be made or deemed to have been made.



 


		(A)	Promissory
                                            Notes. Notwithstanding the foregoing, the Committee may not permit payment of the exercise
                                            price, either in whole or in part, with a promissory note.



 


		(B)	Net
                                            Exercises. The Committee may, in its discretion, permit an Option to be exercised by
                                            delivering to the Participant a number of Shares having an aggregate Fair Market Value (determined
                                            as of the date of exercise) equal to the excess, if positive, of the Fair Market Value of
                                            the Shares underlying the Option being exercised on the date of exercise, over the exercise
                                            price of the Option for such Shares.



 




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		(iv)	Incentive
                                            Stock Options. Notwithstanding anything in the Plan to the contrary, the following additional
                                            provisions shall apply to the grant of stock options which are intended to qualify as Incentive
                                            Stock Options:



 


		(A)	To
                                            the extent that the aggregate Fair Market Value (determined as of the grant date of an Option)
                                            of Shares underlying Incentive Stock Options which have been granted to a Participant are
                                            exercisable for the first time during any calendar year (under this Plan and all other incentive
                                            equity plans of the Company) exceeds US$100,000, such portion in excess of US$100,000 will
                                            be treated as a Non-qualified Stock Options.



 


		(B)	Subject
                                            to adjustment pursuant to Section 4(c), the aggregate number of Shares that may be issued
                                            pursuant to all Incentive Stock Options under the Plan shall not exceed 28,000,000 Shares
                                            (on an as-converted basis). For greater certainty, references to the aggregate number of
                                            Shares that may be issued as ISOs includes the number of Shares issuable upon conversion
                                            of Proportionate Voting Shares.



 


		(C)	All
                                            Incentive Stock Options must be granted within ten years from the earlier of the date on
                                            which this Plan was adopted by the Board or the date this Plan was approved by the shareholders
                                            of the Company.



 


		(D)	Unless
                                            sooner exercised, all Incentive Stock Options shall expire and no longer be exercisable no
                                            later than 10 years after the date of grant; provided, however, that in the case of a grant
                                            of an Incentive Stock Option to a Participant who, at the time such Option is granted, owns
                                            (within the meaning of Section 422 of the Code) stock possessing more than 10% of the total
                                            combined voting power of all classes of stock of the Company or of its parent or subsidiary
                                            corporation (as defined under Code Section 424), such Incentive Stock Option shall expire
                                            and no longer be exercisable no later than five years from the date of grant.



 


		(E)	The
                                            purchase price per Share for an Incentive Stock Option to acquire Shares shall be not less
                                            than 100% of the Fair Market Value of a Share on the date of grant of the Incentive Stock
                                            Option provided, however, that, in the case of the grant of an Incentive Stock Option to
                                            a Participant who, at the time such Option is granted, owns (within the meaning of Section
                                            422 of the Code) stock possessing more than 10% of the total combined voting power of all
                                            classes of stock of the Company or of its parent or subsidiary corporation (as defined under
                                            Code Section 424), the purchase price per Share purchasable under an Incentive Stock Option
                                            to acquire Shares shall be not less than 110% of the Fair Market Value of a Share on the
                                            date of grant of the Incentive Stock Option.



 


		(F)	If
                                            an Option fails to meet the foregoing requirements of this Section 6(a)(iv), or otherwise
                                            fails to meet the requirements of Section 422 of the Code for an Incentive Stock Option,
                                            the Option shall be treated, for all purposes of this Plan, as a Non-Qualified Stock Option.



 


		(G)	Any
                                            Incentive Stock Option authorized under the Plan shall contain such other provisions as the
                                            Committee shall deem advisable, but shall in all events be consistent with and contain all
                                            provisions required in order to qualify the Option as an Incentive Stock Option.



 


		(H)	An
                                            Incentive Stock Option may be exercised during the Participant’s lifetime only by the
                                            Participant. An Incentive Stock Option may not be transferred, assigned, or pledged by the
                                            Participant except by will or the laws of descent and distribution.



 




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		(b)	Stock
                                            Appreciation Rights. The Committee is hereby authorized to grant Stock Appreciation Rights
                                            to Eligible Persons subject to the terms of the Plan and any applicable Award Agreement.
                                            A Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right
                                            to receive upon exercise thereof the excess of (i) the Fair Market Value of one Share on
                                            the date of exercise over (ii) the grant price of the Stock Appreciation Right as specified
                                            by the Committee, which price shall not be less than 100% of the Fair Market Value of one
                                            Share, on the date of grant of the Stock Appreciation Right; provided, however, that,
                                            subject to applicable law and stock exchange rules, the Committee may designate a grant price
                                            below Fair Market Value on the date of grant if the Stock Appreciation Right is granted in
                                            substitution for a stock appreciation right previously granted by an entity that is acquired
                                            by or merged with the Company or an Affiliate. Subject to the terms of the Plan and any applicable
                                            Award Agreement, the grant price, term, methods of exercise, dates of exercise, methods of
                                            settlement and any other terms and conditions of any Stock Appreciation Right shall be as
                                            determined by the Committee (except that the term of each Stock Appreciation Right shall
                                            be subject to the same limitations in Section 6(a)(ii) applicable to Options). The Committee
                                            may impose such conditions or restrictions on the exercise of any Stock Appreciation Right
                                            as it may deem appropriate.



 


		(c)	Restricted
                                            Stock and Restricted Stock Units. The Committee is hereby authorized to grant an Award
                                            of Restricted Stock and Restricted Stock Units to Eligible Persons with the following terms
                                            and conditions and with such additional terms and conditions not inconsistent with the provisions
                                            of the Plan as the Committee shall determine:



 


		(i)	Restrictions.
                                            Shares of Restricted Stock and Restricted Stock Units shall be subject to such restrictions
                                            as the Committee may impose (including, without limitation, any limitation on the right to
                                            vote a Share of Restricted Stock or the right to receive any dividend or other right or property
                                            with respect thereto), which restrictions may lapse separately or in combination at such
                                            time or times, in such installments or otherwise as the Committee may deem appropriate. Notwithstanding
                                            the foregoing, rights to dividend or Dividend Equivalent payments shall be subject to the
                                            limitations described in Section 6(e).



 


		(ii)	Issuance
                                            and Delivery of Shares. Any Restricted Stock granted under the Plan shall be issued at
                                            the time such Awards are granted and may be evidenced in such manner as the Committee may
                                            deem appropriate, including book-entry registration or issuance of a stock certificate or
                                            certificates, which certificate or certificates shall be held by the Company or held in nominee
                                            name by the stock transfer agent or brokerage service selected by the Company to provide
                                            such services for the Plan. Such certificate or certificates shall be registered in
                                            the name of the Participant and shall bear an appropriate legend referring to the restrictions
                                            applicable to such Restricted Stock, which may include lock-up restrictions. Shares representing
                                            Restricted Stock that are no longer subject to restrictions shall be delivered (including
                                            by updating the book-entry registration) to the Participant promptly after the applicable
                                            restrictions lapse or are waived. In the case of Restricted Stock Units, no Shares shall
                                            be issued at the time such Awards are granted. Upon the lapse or waiver of restrictions and
                                            the restricted period relating to Restricted Stock Units evidencing the right to receive
                                            Shares, such Shares shall be issued and delivered to the holder of the Restricted Stock Units.



 


		(iii)	Forfeiture.
                                            Except as otherwise determined by the Committee or as provided in an Award Agreement, upon
                                            a Participant’s termination of employment or service or resignation or removal as a
                                            Director (in either case, as determined under criteria established by the Committee) during
                                            the applicable restriction period, all Shares of Restricted Stock and al Restricted
                                            Stock Units held by such Participant at such time shall be forfeited and reacquired by the
                                            Company for cancellation at no cost to the Company; provided, however, that the Committee
                                            may waive in whole or in part any or all remaining restrictions with respect to Shares of
                                            Restricted Stock or Restricted Stock Units.



 


		(d)	Performance
                                            Awards. The Committee is hereby authorized to grant Performance Awards to Eligible Persons.
                                            A Performance Award granted under the Plan (i) may be denominated or payable in cash, Shares
                                            (including, without limitation, Restricted Stock and Restricted Stock Units), other securities,
                                            other Awards or other property and (ii) shall confer on the holder thereof the right to receive
                                            payments, in whole or in part, upon the achievement of one or more objective performance
                                            goals during such performance periods as the Committee shall establish. Subject to the terms
                                            of the Plan, the performance goals to be achieved during any performance period, the length
                                            of any performance period, the amount of any Performance Award granted, the amount of any
                                            payment or transfer to be made pursuant to any Performance Award and any other terms and
                                            conditions of any Performance Award shall be determined by the Committee.



 




    	8



    	 



    

 


 


		(e)	Dividend
                                            Equivalents. The Committee is hereby authorized to grant Dividend Equivalents to Eligible
                                            Persons under which the Participant shall be entitled to receive payments (in cash, Shares,
                                            other securities, other Awards or other property as determined in the discretion of the Committee)
                                            equivalent to the amount of cash dividends paid by the Company to holders of Shares with
                                            respect to a number of Shares determined by the Committee. Subject to the terms of the Plan
                                            and any applicable Award Agreement, such Dividend Equivalents may have such terms and conditions
                                            as the Committee shall determine. Notwithstanding the foregoing, (i) the Committee may not
                                            grant Dividend Equivalents to Eligible Persons in connection with grants of Options, Stock
                                            Appreciation Rights or other Awards the value of which is based solely on an increase in
                                            the value of the Shares after the date of grant of such Award, and (ii) dividend and Dividend
                                            Equivalent amounts may be accrued but shall not be paid unless and until the date on which
                                            all conditions or restrictions relating to such Award have been satisfied, waived or lapsed.



 


		(f)	Other
                                            Stock-Based Awards. The Committee is hereby authorized to grant to Eligible Persons such
                                            other Awards that are denominated or payable in, valued in whole or in part by reference
                                            to, or otherwise based on or related to, Shares (including, without limitation, securities
                                            convertible into Shares), as are deemed by the Committee to be consistent with the purpose
                                            of the Plan. The Committee shall determine the terms and conditions of such Awards, subject
                                            to the terms of the Plan and any applicable Award Agreement. No Award issued under this Section
                                            6(f) shall contain a purchase right or an option-like exercise feature.



 


		(g)	General
                                            Consideration for Awards. Awards may be granted for no cash consideration or for any
                                            cash or other consideration as may be determined by the Committee or required by applicable
                                            law.



 


		(i)	Limits
                                            on Transfer of Awards. Except as otherwise provided by the Committee in its discretion
                                            and subject to such additional terms and conditions as it determines, no Award (other than
                                            fully vested and unrestricted Shares issued pursuant to any Award) and no right under any
                                            such Award shall be transferable by a Participant other than by will or by the laws of descent
                                            and distribution, and no Award (other than fully vested and unrestricted Shares issued pursuant
                                            to any Award) or right under any such Award may be pledged, alienated, attached or otherwise
                                            encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall
                                            be void and unenforceable against the Company or any Affiliate. Where the Committee does
                                            permit the transfer of an Award other than a fully vested and unrestricted Share, such permitted
                                            transfer shall be for no value and in accordance with all applicable securities rules. The
                                            Committee may also establish procedures as it deems appropriate for a Participant to designate
                                            a person or persons, as beneficiary or beneficiaries, to exercise the rights of the Participant
                                            and receive any property distributable with respect to any Award in the event of the Participant’s
                                            death.



 


		(ii)	Restrictions;
                                            Securities Exchange Listing. All Shares or other securities delivered under the Plan
                                            pursuant to any Award or the exercise thereof shall be subject to such restrictions as the
                                            Committee may deem advisable under the Plan, applicable federal or state securities laws
                                            and regulatory requirements, and the Committee may cause appropriate entries to be made with
                                            respect to, or legends to be placed on the certificates for, such Shares or other securities
                                            to reflect such restrictions. The Company shall not be required to deliver any Shares or
                                            other securities covered by an Award unless and until the requirements of any federal or
                                            state securities or other laws, rules or regulations (including the rules of any securities
                                            exchange) as may be determined by the Company to be applicable are satisfied.



 


		(iii)	Prohibition
                                            on Option and Stock Appreciation Right Repricing. Except as provided in Section 4(c)
                                            hereof, or as permitted by the rules and policies of the CSE, the Committee may not, without
                                            prior approval of the Company’s shareholders and applicable stock exchange approval,
                                            seek to effect any repricing of any previously granted, “underwater” Option or
                                            Stock Appreciation Right by: (i) amending or modifying the terms of the Option or Stock Appreciation
                                            Right to lower the exercise price; (ii) canceling the underwater Option or Stock Appreciation
                                            Right and granting either (A) replacement Options or Stock Appreciation Rights having a lower
                                            exercise price; or (B) Restricted Stock, Restricted Stock Units, Performance Award or Other
                                            Stock-Based Award in exchange; or (iii) cancelling or repurchasing the underwater Option
                                            or Stock Appreciation Right for cash or other securities. An Option or Stock Appreciation
                                            Right will be deemed to be “underwater” at any time when the Fair Market Value
                                            of the Shares covered by such Award is less than the exercise price of the Award.



 




    	9



    	 



    

 


		(iv)	Section
                                            409A Provisions. Notwithstanding anything in the Plan or any Award Agreement to the contrary,
                                            to the extent that any amount or benefit that constitutes “deferred compensation”
                                            to a Participant under Section 409A and is otherwise payable or distributable to a Participant
                                            under the Plan or any Award Agreement solely by reason of the occurrence of a change in control
                                            or due to the Participant’s disability or “separation from service” (as
                                            such term is defined under Section 409A), such amount or benefit will not be payable or distributable
                                            to the Participant by reason of such circumstance unless the Committee determines in good
                                            faith that (i) the circumstances giving rise to such change in control event, disability
                                            or separation from service meet the definition of a change in control event, disability,
                                            or separation from service, as the case may be, in Section 409A(a)(2)(A) of the Code and
                                            applicable proposed or final regulations, or (ii) the payment or distribution of such amount
                                            or benefit would be exempt from the application of Section 409A by reason of the short-term
                                            deferral exemption or otherwise. Any payment or distribution that otherwise would be made
                                            to a Participant who is a Specified Employee (as determined by the Committee in good faith)
                                            on account of separation from service may not be made before the date which is six months
                                            after the date of the Specified Employee’s separation from service (or if earlier,
                                            upon the Specified Employee’s death) unless the payment or distribution is exempt from
                                            the application of Section 409A by reason of the short-term deferral exemption or otherwise.



 


		(v)	Acceleration
                                            of Vesting or Exercisability. No Award Agreement shall accelerate the exercisability
                                            of any Award or the lapse of restrictions relating to any Award in connection with a change-in-control
                                            event, unless such acceleration occurs upon the consummation of (or effective immediately
                                            prior to the consummation of, provided that the consummation subsequently occurs) such change-in-control
                                            event.



 


		(vi)	Undisclosed
                                            Information. The Committee may not set Award exercise prices or other prices at which
                                            Shares may be issued on the basis of market prices that do not reflect information known
                                            to management that has not been disclosed, except where the Award or issuance relates directly
                                            to the undisclosed event and the grantee or recipient of the Shares is not an employee or
                                            insider of the Company at the time of grant or issue, in compliance with, and subject to
                                            any change in, CSE Policies.



 


7.       Amendment
and Termination; Corrections


 


		(a)	Amendments
                                            to the Plan and Awards. The Board may from time to time amend, suspend or terminate this
                                            Plan, and the Committee may amend the terms of any previously granted Award, provided,
                                            however, that no amendment to the terms of any previously granted Award may (except as
                                            expressly provided in the Plan) materially and adversely alter or impair the terms or conditions
                                            of the Award previously granted to a Participant under this Plan without the written consent
                                            of the Participant or holder thereof. Any amendment to this Plan, or to the terms of any
                                            Award previously granted, is subject to compliance with all applicable laws, rules, regulations
                                            and policies of any applicable governmental entity or securities exchange, including receipt
                                            of any required approval from the governmental entity or stock exchange, and any such amendment,
                                            alteration, suspension, discontinuation or termination of an Award will be in compliance
                                            with CSE Policies. For greater certainty and without limiting the foregoing, the Board may
                                            amend, suspend, terminate or discontinue the Plan, and the Committee may amend or alter any
                                            previously granted Award, as applicable, without obtaining the approval of shareholders of
                                            the Company in order to:



 


		(i)	amend
                                            the eligibility for, and limitations or conditions imposed upon, participation in the Plan;



 




    	10



    	 



    

 


 


		(ii)	amend
                                            any terms relating to the granting or exercise of Awards, including but not limited to terms
                                            relating to the amount and payment of the exercise price, or the vesting, expiry, assignment
                                            or adjustment of Awards, or otherwise waive any conditions of or rights of the Company under
                                            any outstanding Award, prospectively or retroactively;



 


		(iii)	make
                                            changes that are necessary or desirable to comply with applicable laws, rules, regulations
                                            and policies of any applicable governmental entity or stock exchange (including amendments
                                            to Awards necessary or desirable to avoid any adverse tax results under Section 409A), and
                                            no action taken to comply shall be deemed to impair or otherwise adversely alter or impair
                                            the rights of any holder of an Award or beneficiary thereof; or



 


		(iv)	amend
                                            any terms relating to the administration of the Plan, including the terms of any administrative
                                            guidelines or other rules related to the Plan.



 


Notwithstanding
the foregoing and for greater certainty, prior approval of the shareholders of the Company shall be required for any amendment to the
Plan or an Award that would:


 


		(i)	require
                                            shareholder approval under the rules or regulations of securities exchange that is applicable
                                            to the Company;



 


		(ii)	increase
                                            the number of Shares authorized under the Plan as specified in Section 4 of the Plan;



 


		(iii)	permit
                                            repricing of Options or Stock Appreciation Rights, if prohibited by Section 6(g)(iv) of the
                                            Plan;



 


		(iv)	permit
                                            the award of Options or Stock Appreciation Rights at a price less than 100% of the Fair Market
                                            Value of a Share on the date of grant of such Option or Stock Appreciation Right, contrary
                                            to the provisions of Section 6(a)(i) and Section 6(b) of the Plan;



 


		(v)	permit
                                            Options to be transferable other than as provided in Section 6(g)(ii);



 


		(vi)	amend
                                            this Section 7(a); or



 


		(vii)	increase
                                            the maximum term permitted for Options and Stock Appreciation Rights as specified in Section
                                            6(a) and Section 6(b) or extend the terms of any Options beyond their original expiry date.



 


		(b)	Corporate
                                            Transactions. In the event of any reorganization, merger, consolidation, split-up, spin-off,
                                            combination, plan of arrangement, take-over bid or tender offer, repurchase or exchange of
                                            Shares or other securities of the Company or any other similar corporate transaction or event
                                            involving the Company (or the Company shall enter into a written agreement to undergo such
                                            a transaction or event), the Committee or the Board may, in its sole discretion, provide
                                            for any of the following to be effective upon the consummation of the event (or effective
                                            immediately prior to the consummation of the event, provided, however, that the consummation
                                            of the event subsequently occurs), and no action taken under this Section 7(b) shall be deemed
                                            to impair or otherwise adversely alter the rights of any holder of an Award or beneficiary
                                            thereof:



 


		(i)	either
                                            (A) termination of the Award, whether or not vested, in exchange for an amount of cash and/or
                                            other property, if any, equal to the amount that would have been attained upon the exercise
                                            of the vested portion of the Award or realization of the Participant’s vested rights
                                            (and, for the avoidance of doubt, if, as of the date of the occurrence of the transaction
                                            or event described in this Section 7(b)(i)(A), the Committee or the Board determines in good
                                            faith that no amount would have been attained upon the exercise of the Award or realization
                                            of the Participant’s rights, then the Award may be terminated by the Company without
                                            any payment) or (B) the replacement of the Award with other rights or property selected by
                                            the Committee or the Board, in its sole discretion;



 




    	11



    	 



    

 


		(ii)	that
                                            the Award be assumed by the successor or survivor corporation, or a parent or subsidiary
                                            thereof, or shall be substituted for by similar options, rights or awards covering the stock
                                            of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate
                                            adjustments as to the number and kind of shares and prices;



 


		(iii)	that,
                                            subject to Section 6(g)(iv), the Award shall be exercisable or payable or fully vested with
                                            respect to all Shares covered thereby, notwithstanding anything to the contrary in the applicable
                                            Award Agreement; or



 


		(iv)	that
                                            the Award cannot vest, be exercised or become payable after a date certain in the future,
                                            which may be the effective date of the event.



 


		(c)	Proportionate
                                            Voting Share Awards. Notwithstanding any other provision herein, or any provision in
                                            any Award Agreement, the Committee may, in its sole discretion, determine on the exercise
                                            or conversion of any Award that would otherwise result in a Participant receiving Proportionate
                                            Voting Shares, that such Participant shall receive Subordinate Voting Shares in lieu thereof.
                                            The number of Subordinate Voting Shares received shall be determined by the Committee in
                                            its sole discretion acting reasonably and based on (at the date hereof) a conversion ratio
                                            of 100 Subordinate Voting Shares for every one Proportionate Voting Share (or such exchange
                                            ratio as is in effect from time to time), and any exercise or conversion price per security
                                            shall be correspondingly amended.



 


		(d)	Correction
                                            of Defects, Omissions and Inconsistencies. The Committee may, without prior approval
                                            of the shareholders of the Company, correct any defect, supply any omission or reconcile
                                            any inconsistency in the Plan or in any Award or Award Agreement in the manner and to the
                                            extent it shall deem desirable to implement or maintain the effectiveness of the Plan.



 


8.       Income
Tax Withholding


 


In
order to comply with all applicable federal, state, local or foreign income tax laws or regulations, the Company may take such action
as it deems appropriate to ensure that all applicable federal, state, local or foreign payroll, withholding, income or other taxes, which
are the sole and absolute responsibility of a Participant, are withheld or collected from such Participant. Without limiting the foregoing,
in order to assist a Participant in paying all or a portion of the applicable taxes to be withheld or collected upon exercise or receipt
of (or the lapse of restrictions relating to) an Award, the Committee, in its discretion and subject to such additional terms and conditions
as it may adopt, may permit the Participant to satisfy such tax obligation by (a) electing to have the Company withhold a portion of
the Shares otherwise to be delivered upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market
Value equal to the amount of such taxes (subject to any applicable limitations under ASC Topic 718 to avoid adverse accounting treatment)
or (b) delivering to the Company Shares other than Shares issuable upon exercise or receipt of (or the lapse of restrictions relating
to) such Award with a Fair Market Value equal to the amount of such taxes. The election, if any, must be made on or before the date that
the amount of tax to be withheld is determined.


 


9.       U.S.
Securities Laws


 


Neither
the Awards nor the securities which may be acquired pursuant to the exercise of the Awards have been registered under the Securities
Act or under any securities law of any state of the United States and are considered “restricted securities” (as such term
is defined in Rule 1 44(a)(3) under the Securities Act) and any Shares, shall be affixed with an applicable restrictive legend as set
forth in the Award Agreement. The Awards may not be offered or sold, directly or indirectly, in the United States except pursuant to
registration under the Securities Act and the securities laws of all applicable states or available exemptions therefrom, and the Company
has no obligation or present intention of filing a registration statement under the Securities Act in respect of any of the Awards or
the securities underlying the Awards, which could result in such U.S. Award Holder not being able to dispose of any Shares, issued on
exercise of Awards for a considerable length of time. Each U.S. Award Holder or anyone who becomes a U.S. Award Holder, who is granted
an Award in the United States, who is a resident of the United States or who is otherwise subject to the Securities Act or the securities
laws of any state of the United States will be required to complete an Award Agreement which sets out the applicable United States restrictions.


 




    	12



    	 



    

 


Notwithstanding
any provisions contained in the Plan to the contrary and to the extent required by applicable U.S. state corporate laws, U.S. federal
and state securities laws, the Code, and the applicable laws of any jurisdiction in which stock-based Awards are granted under the Plan,
the terms attached hereto as Addendum A shall apply to all such Awards granted to residents of the State of California, until such time
as the Committee amends Addendum A or the Committee otherwise provides.


 


10.       General
Provisions


 


		(a)	No
                                            Rights to Awards. No Eligible Person, Participant or other Person shall have any claim
                                            to be granted any Award under the Plan, and there is no obligation for uniformity of treatment
                                            of Eligible Persons, Participants or holders or beneficiaries of Awards under the Plan. The
                                            terms and conditions of Awards need not be the same with respect to any Participant or with
                                            respect to different Participants.



 


		(b)	Award
                                            Agreements. No Participant shall have rights under an Award granted to such Participant
                                            unless and until an Award Agreement shall have been signed by the Participant (if requested
                                            by the Company), or until such Award Agreement is delivered and accepted through an electronic
                                            medium in accordance with procedures established by the Company. An Award Agreement need
                                            not be signed by a representative of the Company unless required by the Committee. Each Award
                                            Agreement shall be subject to the applicable terms and conditions of the Plan and any other
                                            terms and conditions (not inconsistent with the Plan) determined by the Committee.



 


		(c)	Provision
                                            of Information. At least annually, copies of the Company’s balance sheet and income
                                            statement for the just completed fiscal year shall be made available to each Participant
                                            and purchaser of Shares upon the exercise of an Award; provided, however, that this
                                            requirement shall not apply if all offers and sales of securities pursuant to the Plan comply
                                            with all applicable conditions of Rule 701 under the Securities Act. The Company shall not
                                            be required to provide such information to key persons whose duties in connection with the
                                            Company assure them access to equivalent information



 


		(d)	Plan
                                            Provisions Control. In the event that any provision of an Award Agreement conflicts with
                                            or is inconsistent in any respect with the terms of the Plan as set forth herein or subsequently
                                            amended, the terms of the Plan shall control.



 


		(e)	No
                                            Rights of Shareholders. Except with respect to Shares issued under Awards (and subject
                                            to such conditions as the Committee may impose on such Awards pursuant to Section 6(c)(i)
                                            or Section 6(e)), neither a Participant nor the Participant’s legal representative
                                            shall be, or have any of the rights and privileges of, a shareholder of the Company with
                                            respect to any Shares issuable upon the exercise or payment of any Award, in whole or in
                                            part, unless and until such Shares have been issued.



 


		(f)	No
                                            Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent
                                            the Company or any Affiliate from adopting or continuing in effect other or additional compensation
                                            plans or arrangements, and such plans or arrangements may be either generally applicable
                                            or applicable only in specific cases.



 


		(g)	No
                                            Right to Employment. The grant of an Award shall not be construed as giving a Participant
                                            the right to be retained as an employee of the Company or any Affiliate, nor will it affect
                                            in any way the right of the Company or an Affiliate to terminate a Participant’s employment
                                            at any time, with or without cause, in accordance with applicable law. In addition, the Company
                                            or an Affiliate may at any time dismiss a Participant from employment free from any liability
                                            or any claim under the Plan or any Award, unless otherwise expressly provided in the Plan
                                            or in any Award Agreement. Nothing in this Plan shall confer on any person any legal or equitable
                                            right against the Company or any Affiliate, directly or indirectly, or give rise to any cause
                                            of action at law or in equity against the Company or an Affiliate. Under no circumstances
                                            shall any person ceasing to be an employee of the Company or any Affiliate be entitled to
                                            any compensation for any loss of any right or benefit under the Plan which such employee
                                            might otherwise have enjoyed but for termination of employment, whether such compensation
                                            is claimed by way of damages for wrongful or unfair dismissal, breach of contract or otherwise.
                                            By participating in the Plan, each Participant shall be deemed to have accepted all the conditions
                                            of the Plan and the terms and conditions of any rules and regulations adopted by the Committee
                                            and shall be fully bound thereby.



 




    	13



    	 



    

 


		(h)	Governing
                                            Law. The Plan and any Award shall be governed by and construed in accordance with the
                                            laws of the Province of British Columbia and the federal laws of Canada applicable therein.



 


		(i)	Severability.
                                            If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal
                                            or unenforceable in any jurisdiction or would disqualify the Plan or any Award under any
                                            law deemed applicable by the Committee, such provision shall be construed or deemed amended
                                            to conform to applicable laws, or if it cannot be so construed or deemed amended without,
                                            in the determination of the Committee, materially altering the purpose or intent of the Plan
                                            or the Award, such provision shall be stricken as to such jurisdiction or Award, and the
                                            remainder of the Plan or any such Award shall remain in full force and effect.



 


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



 


		(k)	Other
                                            Benefits. No compensation or benefit awarded to or realized by any Participant under
                                            the Plan shall be included for the purpose of computing such Participant’s compensation
                                            or benefits under any pension, retirement, savings, profit sharing, group insurance, disability,
                                            severance, termination pay, welfare or other benefit plan of the Company, unless required
                                            by law or otherwise provided by such other plan.



 


		(l)	No
                                            Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the
                                            Plan or any Award, and the Committee shall determine whether cash shall be paid in lieu of
                                            any fractional Share or whether such fractional Share or any rights thereto shall be canceled,
                                            terminated or otherwise eliminated.



 


		(m)	Headings.
                                            Headings are given to the sections and subsections of the Plan solely as a convenience to
                                            facilitate reference. Such headings shall not be deemed in any way material or relevant to
                                            the construction or interpretation of the Plan or any provision thereof.



 


11.       Clawback
or Recoupment


 


All
Awards under this Plan shall be subject to recovery or other penalties pursuant to (i) any Company clawback policy, as may be adopted
or amended from time to time, or (ii) any applicable law, rule or regulation or applicable stock exchange rule.


 


12.       Effective
Date of the Plan


 


The
Plan was adopted by the Board on [●]. The Plan shall be subject to approval by the shareholders of the Company which approval will
be within 12 months after the date the Plan is adopted by the Board. In the event that the Plan is not approved by the shareholders of
the Company as required by Section 422 of the Code within twelve (12) months before or after the date on which the Plan is adopted by
the Board, any Incentive Stock Option granted under the Plan automatically will be deemed to be a Non-qualified Stock Option.


 


13.       Term
of the Plan


 


No
Award shall be granted under the Plan, and the Plan shall terminate, on the earlier of (i) [●], 2031 or (ii) the tenth anniversary
of the date the Plan is approved by the shareholders of the Company, or any earlier date of discontinuation or termination established
pursuant to Section 7(a) of the Plan. Unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award
theretofore granted may extend beyond such dates, and the authority of the Committee provided for hereunder with respect to the Plan
and any Awards, and the authority of the Board to amend the Plan, shall extend beyond the termination of the Plan.


 




    	14



    	 



    

 


Verano
Holdings Corp. Stock and Incentive Plan

(California Participants)


 


Prior
to the date, if ever, on which the Shares becomes a Listed Security and/or the Company is subject to the reporting requirements of the
Exchange Act, the terms set forth herein shall apply to Awards issued to California Participants. “California Participant”
means a Participant whose Award is issued in reliance on Section 25 102(o) of the California Corporations Code. All capitalized terms
used herein but not otherwise defined shall have the respective meanings set forth in the Plan.


 


		1.	The
                                            following rules shall apply to any Option in the event of termination of the Participant’s
                                            service to the Company or an Affiliate:



 


	 	(a)	If
    such termination was for reasons other than death, “Permanent Disability” (as defined below), or cause, the Participant
    shall have at least 30 days after the date of such termination to exercise his or her Option to the extent the Participant is entitled
    to exercise on his or her termination date, provided that in no event shall the Option be exercisable after the expiration of the
    term as set forth in the Award Agreement.
	 	 	 
	 	(b)	If
    such termination was due to death or Permanent Disability, the Participant shall have at least 6 months after the date of such termination
    to exercise his or her Option to the extent the Participant is entitled to exercise on his or her termination date, provided that
    in no event shall the Option be exercisable after the expiration of the term as set forth in the Award Agreement.


 


“Permanent
Disability” for purposes of this Addendum shall mean the inability of the Participant, in the opinion of a qualified physician
acceptable to the Company, to perform the major duties of the Participant’s position with the Company or any Affiliate because
of the sickness or injury of the Participant.


 


	2.	Notwithstanding
                                            anything to the contrary in Section 4(c) of the Plan, the Committee shall in any event make
                                            such adjustments as may be required by Section 2 5102(o) of the California Corporations Code.



 


	3.	Notwithstanding
                                            anything stated herein to the contrary, no Option shall be exercisable on or after the 10th
                                            anniversary of the date of grant and any Award Agreement shall terminate on or before the
                                            10th anniversary of the date of grant.



 


	4.	The
                                            Company shall furnish summary financial information (audited or unaudited) of the Company’s
                                            financial condition and results of operations, consistent with the requirements of applicable
                                            law, at least annually to each California Participant during the period such Participant
                                            has one or more Awards outstanding, and in the case of an individual who acquired Shares
                                            pursuant to the Plan, during the period such Participant owns such Shares; provided, however,
                                            the Company shall not be required to provide such information if (i) the issuance is limited
                                            to key persons whose duties in connection with the Company assure their access to equivalent
                                            information or (ii) the Plan or any Award Agreement complies with all conditions of Rule
                                            701 under the Securities Act; provided that for purposes of determining such compliance,
                                            any registered domestic partner shall be considered a “family member” as that
                                            term is defined in Rule 701 under the Securities Act.



 


	5.	The
                                            Plan or any increase in the maximum aggregate number of Shares issuable thereunder as provided
                                            in Section 4(a) of the Plan (the “Authorized Shares”) shall be approved
                                            by a majority of the outstanding securities of the Company entitled to vote by the later
                                            of (a) a period beginning twelve (12) months before and ending twelve (12) months after the
                                            date of adoption thereof by the Board or (b) the first issuance of any security pursuant
                                            to the Plan in the State of California (within the meaning of Section 25008 of the California
                                            Corporations Code). Awards granted prior to security holder approval of the Plan or in excess
                                            of the Authorized Shares previously approved by the security holders shall become exercisable
                                            no earlier than the date of shareholder approval of the Plan or such increase in the Authorized
                                            Shares, as the case may be, and such Awards shall be rescinded if such security holder approval
                                            is not received in the manner described in the preceding sentence. Notwithstanding the foregoing,
                                            a foreign private issuer, as defined by Rule 3b-4 of the Exchange Act shall not be required
                                            to comply with this paragraph provided that the aggregate number of persons in California
                                            granted options under all option plans and agreements and issued securities under al purchase
                                            and bonus plans and agreements does not exceed 35.



 


	6.	Awards
                                            issued pursuant to the Plan may not be sold, pledged, assigned, hypothecated, or otherwise
                                            transferred in any manner other than by will or by the laws of descent and distribution,
                                            and may be exercised, during the lifetime of the Eligible Participant, only by the Eligible
                                            Participant. If the Committee makes an Award transferable, such Award may only be transferred
                                            (A) by will, (B) by the laws of descent and distribution, or (C) as permitted by Rule 701
                                            under the Securities Act.



 




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