Exhibit
10.12


 


VERANO
HOLDINGS CORP.


2021
STOCK AND INCENTIVE PLAN


RESTRICTED
STOCK UNIT AGREEMENT –2021 FOCAL AWARD


 


Name
of Participant: ___________


 


Date
of Grant: ________________


 


Number
of Restricted Stock Units Awarded: __________


 


Class
of Restricted Share Units Awarded: RSUs for Proportionate Voting Shares


 


Vesting
Conditions and Vesting Date: Provided Participant remains in continuous service with the Company or an Affiliate from the Date of
Grant though the applicable Vesting Date below, the Restricted Stock Units awarded hereunder shall become vested on the dates set forth
below:


 


	Vesting
    Date	Number
of Units that Vest on Designated Vesting Date

	twelve
    months after Date of Grant	____
    RSUs
	eighteen
    months after Date of Grant	____
    RSUs
	twenty-four
    months after Date of Grant	____
    RSUs
	thirty
    months after Date of Grant	____
    RSUs


 


THIS
RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) governs the Stock Unit Award granted by VERANO HOLDINGS CORP., a British
Columbia corporation (the “Company”) to the above-named individual (the “Participant”), in accordance with and
subject to the provisions of the Company’s 2021 Stock and Incentive Plan (the “Plan”). A copy of the Plan has been
made available to the Participant. Unless the context indicates otherwise, capitalized terms that are not defined in this Agreement shall
have the meaning set forth in the Plan.


 


1.
Grant of Restricted Stock Units.


 


(a)
In accordance with the Plan, and effective as of the Date of Grant specified above, the Company has granted to the Participant the number
of Stock Units specified at the beginning of this Agreement (collectively, the “Restricted Stock Units,” and each a “Restricted
Stock Unit.”). Each Restricted Stock Unit represents the right to receive one Proportionate Voting Share (a “Share”),
subject to the terms and conditions of this Agreement and the Plan.


 


(b)
The Restricted Stock Units granted to the Participant shall be credited to an account in the Participant’s name. This account shall
be a record of book-keeping entries only and shall be utilized solely as a device for the measurement and determination of the number
of Shares to be issued to or in respect of the Participant pursuant to this Agreement. Restricted Stock Units may not be transferred
by the Participant without the Committee’s prior written consent other than by will or the laws of descent and distribution.


 




    	 



     


    

 


2.
Vesting of the Shares. The Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable on the
dates set forth above, each such date a “Vesting Date”, provided the Participant remains in continuous service with
the Company or an Affiliate of the Company through the applicable Vesting Date. If the Participant’s service with the Company or
an Affiliate is terminated prior to the applicable Vesting Date, any Restricted Stock Units that remain unvested as of the date of such
termination shall be forfeited.


 


3.
Issuance and Settlement.


 


(a)
After any Restricted Stock Units vest in accordance with Section 2 or by action undertaken by the Committee in its sole discretion to
accelerate the vesting of the RSUs (such date, as applicable, is referred to herein as the “Date of Vesting”), the Company
shall cause to be issued to the Participant, or to the Participant’s designated beneficiary or estate in the event of the Participant’s
death, one Share in payment and settlement of each vested Restricted Stock Unit, subject to applicable required tax withholding. The
Committee shall cause the Shares issuable in connection with the vesting of any such Restricted Stock Units to be issued as soon as practicable
after the applicable Vesting Date, but in all events no later than the date that is 2 1⁄2 months following the end of the calendar
year in which the Date of Vesting occurs, or if later by the date that is 2 1⁄2 months following the end of the Company’s
fiscal year in which the Vesting Date occurs. In no event will the Participant have the ability to influence, directly or indirectly,
the calendar year in which such issuance occurs. Such issuance shall be evidenced by a stock certificate or appropriate entry on the
books of the Company or a duly authorized transfer agent of the Company and shall be in complete settlement and satisfaction of such
vested Restricted Stock Units.


 


(b)
The Participant hereby agrees to make adequate provision for any sums required to satisfy the applicable federal, state, provincial,
local or foreign employment, social insurance, payroll, income or other tax withholding obligations (the “Withholding Obligations”)
that arise in connection with this Agreement. The Company may establish procedures to ensure satisfaction of all applicable Withholding
Obligations arising in connection with this Agreement, including any means permitted in Section 8 of the Plan. The Participant hereby
authorizes the Company, at its sole discretion and subject to any limitations under applicable law, to satisfy any such Withholding Obligations
by (1) withholding from the wages and other cash compensation payable to the Participant or by causing the Participant to tender a cash
payment or other Shares to the Company; (2) withholding a portion of the Shares otherwise to be issued in payment of the Restricted Stock
Units having a value equal to the amount of Withholding Obligation in accordance with such rules as the Company may from time to time
establish, subject to any limitations required by ASC Topic 718 to avoid adverse accounting treatment; or (3) selling on the Participant’s
behalf (using any brokerage firm determined acceptable to the Company for such purpose) a portion of the Shares issued in payment of
the Units as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the Withholding Obligations. The
Participant shall be responsible for all brokerage fees and other costs of sale, and the Participant further agrees to indemnify and
hold the Company harmless from any losses, costs, damages or expenses relating to any such sale. The Company may refuse to deliver Shares
if the Participant fails to comply with the Participant’s obligations in connection with the Withholding Obligations described
in this paragraph. In the case of clause (2), the Company will not deliver to the Participant any fractional Shares (or equivalent cash
value) remaining after reduction for taxes; rather, any remaining fractional Shares will be cancelled without payment.


 




    	2



     


    

 


4.
Shareholder Rights. The Restricted Stock Units do not entitle the Participant to any rights of a shareholder of the Company. As of
the date of issuance of Shares underlying Restricted Stock Units, the Participant shall have all of the rights of a shareholder of the
Company with respect to any Shares issued pursuant hereto.


 


5.
No Right to Continued Employment or Service. This Agreement and the grant of the Stock Unit Award do not give the Participant any
rights with respect to continued employment by or other service with the Company or an Affiliate. This Agreement and the grant of the
Stock Unit Award shall not interfere with the right of the Company or an Affiliate to terminate the Participant’s employment or
other service.


 


6.
Change in Capital Structure. In accordance with the terms of the Plan, the terms of this Agreement and the number and kind of Shares
shall be adjusted as the Board determines to be equitably required in the event the Company effects one or more stock dividends, stock
split-ups, subdivisions or consolidations of shares or other similar changes in capitalization.


 


7.
U.S. Securities Restrictions.


 


(a)
The Participant acknowledges and agrees that the Restricted Stock Units and any Shares that may be issued by the Company pursuant to
the settlement of the Restricted Stock Units have not been registered under the United States Securities Act of 1933, as amended (the
“U.S. Securities Act”) or the securities laws of any state of the United States. The Restricted Stock Units and the
Shares that may be issued by the Company pursuant to the settlement of the Restricted Stock Units may not be offered or sold, directly
or indirectly, in the United States except pursuant to registration under the U.S. 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 U.S. Securities Act in respect of any of the Restricted Stock Units or the Shares.


 


(b)
The Participant acknowledges and covenants that if it is a U.S. person, or was present in the United States at the time it was offered
the Restricted Stock Unit Award or at the time it executed and delivered this Agreement, the U.S. Award Holder Supplement annexed hereto
as Schedule “A” will be deemed to be incorporated by reference into and form a part of this Agreement. “U.S.
person” and “United States” are as defined in Regulation S under the U.S. Securities Act.


 


8.
Governing Law; Venue. The laws of the State of Delaware shall govern all matters arising out of or relating to this Agreement including,
without limitation, its validity, interpretation, construction and performance but without giving effect to the conflict of laws principles
that may require the application of the laws of another jurisdiction. Any party bringing a legal action or proceeding against any other
party arising out of or relating to this Agreement may bring the legal action or proceeding in the United States District Court for the
Northern District of Illinois or in any court of the State of Illinois sitting in Chicago. Each party waives, to the fullest extent permitted
by law (i) any objection it may now or later have to the laying of venue of any legal action or proceeding arising out of or relating
to this Agreement brought in a court described in the preceding sentence and (ii) any claim that any legal action or proceeding brought
in any such court has been brought in an inconvenient forum.


 




    	3



     


    

 


9.
Conflicts. In the event of any conflict between the provisions of the Plan as in effect on the Date of Grant and this Agreement,
the provisions of the Plan shall govern. All references herein to the Plan shall mean the Plan as in effect on the Date of Grant.


 


10.
Participant Bound by Plan. The Participant hereby acknowledges that a copy of the Plan has been made available to the Participant
and the Participant agrees to be bound by all of the terms and provisions of the Plan.


 


11.
Binding Effect. Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon the Participant and
the Participant’s successors in interest and the Company and any successors of the Company.


 


12.
Recoupment. The Participant acknowledges and agrees that the Participant’s rights in the Restricted Stock Units, the Shares
and any dividends, dividend equivalents or other distributions paid or payable with respect to the Restricted Stock Units and the Shares
are subject to recoupment or repayment if, and to the extent that, such action is required under applicable law or any Company recoupment
or “clawback” policy.


 


IN
WITNESS WHEREOF, the Company and the Participant have executed this Restricted Stock Unit Agreement as of the date first set forth above.


 


	VERANO
    HOLDINGS CORP. 	 ____________________________________
  
	 	 
	By:	         	 	 
	 	 	 	 
	Name:	 	 	 
	 	 	 	 
	Title:
    	 	 	 





 




    	4



     


    

 


SCHEDULE
“A”


 


U.S.
AWARD HOLDER SUPPLEMENT


 


If
the Participant is a U.S. person, or was present in the United States at the time the Participant was offered the Award or at the time
the Participant executed and delivered the Agreement (the “U.S. Award Holder”), the U.S. Award Holder acknowledges
and agrees that:


 


	 	1.	The
    Award and any Shares that may be issued by the Company in respect of vested Award pursuant to the Plan have not been and will not
    be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and the
    issuance hereby is being made pursuant to an exemption from the registration requirements of the U.S. Securities Act and similar
    exemptions under applicable state securities laws. Accordingly, the Award is, and, upon issuance, the Shares will be, “restricted
    securities” as such term is defined in Rule 144 under the U.S. Securities Act, and, therefore may not be offered or sold by
    the U.S. Award Holder, directly or indirectly, without registration under the U.S. Securities Act and applicable state securities
    laws or in compliance with an available exemption therefrom. The U.S. Award Holder understands that the certificate(s) representing
    the Award and any Shares issued in respect of vested Award pursuant to the Plan will contain a legend in respect of such restrictions
    as set out in Section 3 below.
	 	 	 
	 	2.	The
    U.S. Award Holder understands that if the U.S. Award Holder decides to offer, sell or otherwise transfer any of the Awards or the
    Shares, the U.S. Award Holder may not offer, sell or otherwise transfer any of such securities directly or indirectly, unless:


 


	 	a.	the
    sale is to the Company;
	 	 	 
	 	b.	the
    sale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the U.S. Securities
    Act and in compliance with applicable local laws and regulations;
	 	 	 
	 	c.	the
    sale is made in compliance with the exemption from the registration requirements under the U.S. Securities Act provided by Rule 144
    thereunder, if available, and in accordance with applicable state securities laws; or
	 	 	 
	 	d.	the
    securities are sold in a transaction that does not require registration under the U.S. Securities Act or any applicable state laws
    and regulations governing the offer and sale of securities, and the U.S. Award Holder has prior to such sale furnished to the Company
    an opinion of counsel or other evidence of exemption, in either case reasonably satisfactory to the Company.


 




    	A-1



     


    

 


	 	3.	The
    certificate(s) representing the Award and the Shares, if any, that are directly issued by the Company and all certificate(s) issued
    in exchange therefor or in substitution thereof, will be endorsed with the following or a similar legend until such time as it is
    no longer required under the applicable requirements of the U.S. Securities Act or applicable state securities laws:


 

“THE
SECURITIES REPRESENTED HEREBY [for Award, add: AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF] HAVE NOT BEEN AND WILL NOT
BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES
LAWS, AND MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO VERANO HOLDINGS CORP. (THE “CORPORATION”),
(B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE
LOCAL LAWS AND REGULATIONS, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) RULE 144 OR
(ii) 144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (D) IN COMPLIANCE
WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE
OF TRANSFERS PURSUANT TO (C)(i) OR (D) ABOVE, A LEGAL OPINION REASONABLY SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED TO THE
CORPORATION OR THE CORPORATION’S TRANSFER AGENT, AS APPLICABLE, TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER
THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY”
IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”


 


provided,
that if the Award or such Shares are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation
S under the U.S. Securities Act (“Regulation S”), the legend set forth above may be removed by providing an executed
declaration to the registrar and transfer agent of the Company, substantially in the form attached as Exhibit I hereto (or in such other
form as the Company or its transfer agent may prescribe from time to time) and, if requested by the Company or the transfer agent, an
opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company and the transfer agent to the
effect that such sale is being made in compliance with Rule 904 of Regulation S; and provided, further, that, if any Award or such Shares
are being sold otherwise than in accordance with Regulation S and other than to the Company, the legend may be removed by delivery to
the Company and its registrar and transfer agent of an opinion of counsel, of recognized standing reasonably satisfactory to the Company,
that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.


 


	 	4.	The
    U.S. Award Holder did not acquire the Award and will not be acquiring any Shares that may be issued by the Company as a result of
    general solicitation or general advertising as those terms are used in Regulation D under the U.S. Securities Act.
	 	 	 
	 	5.	If
    the U.S. Award Holder is resident in the State of California on the effective date of the grant of the Award, then, in addition to
    the terms and conditions contained in the Plan and in this U.S. Award Holder Supplement, the undersigned acknowledges that the Company,
    as a reporting issuer under the securities legislation in certain Provinces of Canada, is required to publicly file with the securities
    regulators in those jurisdictions continuous disclosure documents, including audited annual financial statements and unaudited quarterly
    financial statements (collectively, the “Financial Statements”). Such filings are available on the System for
    Electronic Document Analysis and Retrieval (SEDAR), and documents filed on SEDAR may be viewed under the Company’s profile
    at the following website address: www.sedar.com. Copies of Financial Statements will be made available to the undersigned by the
    Company upon such U.S. Award Holder’s request.


 




    	A-2



     


    

 


EXHIBIT
I


 


FORM
OF DECLARATION FOR REMOVAL OF LEGEND


 


	TO:	Verano
    Holdings Corp. (the “Corporation”)
	AND
    TO: 	[Transfer
    Agent of the Corporation]


 


The
undersigned acknowledges that the undersigned’s sale of the ______________ of the Corporation represented by certificate or account
number _____________ to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”) and certifies that (a) the undersigned is either not an affiliate
of the Corporation as that term is defined in Rule 405 of the U.S. Securities Act or is an affiliate as so defined solely by virtue of
holding his position as an officer or director, (b) the offer of such common shares was not made to a person in the United States and
either (i) at the time the buy order was originated, the buyer was outside the United States or the undersigned and any person acting
on the undersigned’s behalf reasonably believed that the buyer was outside the United States or (ii) the transaction was executed
in, on or through the facilities of a “designated offshore securities market” (as such term is defined in Regulation S under
the U.S. Securities Act) and neither the undersigned nor any person acting on the undersigned’s behalf knows that the transaction
has been prearranged with a buyer in the United States, (c) neither the undersigned nor any affiliate of the undersigned nor any person
acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the
offer and sale of such common shares, (d) the sale is bona fide and not for the purpose of “washing off” the resale restrictions
imposed because the common shares are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities
Act), (e) the undersigned does not intend to replace the common shares sold in reliance on Rule 904 of the U.S. Securities Act with fungible
unrestricted securities and (f) the sale is not a transaction, or part of a series of transactions which, although in technical compliance
with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have
the meanings given to them by Regulation S.


 


	Dated:
    __________________	 	_______________________	 
	 	 	Name
    of Seller (Print)	 
	 	 	_______________________	 
	 	 	Signature
    of Seller	 


 


Affirmation
By Seller’s Broker-Dealer (required for sales in accordance with Section (b)(ii) above)


 


We
have read the foregoing representations of our customer, _________________________ (the “Seller”) dated _______________________,
with regard to our sale, for such Seller’s account, of the securities of the Corporation described therein, and on behalf of ourselves
we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B)
the transaction was executed on or through the facilities of a “designated offshore securities market”, (C) neither we, nor
any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and
(D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual
and customary broker’s commission that would be received by a person executing such transaction as agent. Terms used herein have
the meanings given to them by Regulation S under the U.S. Securities Act.


 


	 	 
	Name
    of Firm	 
	By:
    	 	 
	 	Authorized
    officer	 
	Date:
    	 	 


 




    	A-3