Common use of By the Company for Cause Clause in Contracts

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following shall constitute “Cause” for termination: (i) Repeated or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlement, or theft; (iii) The Executive’s material violation of the Company’s policies; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final Compensation.

By the Company for Cause. The Company may terminate the Executive’s 's employment hereunder for Cause "Cause" at any time upon prior written notice to the Executive, and after any applicable cure period has expired without a cure by Executive setting forth in reasonable and specific detail the nature of such Causecause. The following shall constitute “"Cause” " for termination:. (i) Repeated or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions Executive's falsification of the Board (other than by reason of the Executive’s physical or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlement, or theft; (iii) The Executive’s material violation accounts of the Company’s policies; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability , embezzlement of funds of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental similar material dishonesty with respect to the Company or any of its affiliates, as determined by the Board (excluding the Executive)subsidiaries; (viii) The Conduct engaged in or action taken or omitted to be taken by Executive which is in material breach of this Agreement, which breach continues for more than fifteen (15) days after written notice of such breach is given to Executive’s conviction of a felony ; or (including pleading guilty or nolo contendere to a felonyiii) or commitment of other acts causing a material detriment to the reputationConviction of, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of to, a felony or other crime involving moral turpitude (it being understood for example that occurs solely as a result violation of a violation motor vehicle code does not constitute such a crime); or (iv) Gross or willful misconduct of U.S. federal law concerning cannabis or the cannabis industry shall be deemed Executive with respect to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconductsubsidiary thereof, which in each case is materially injurious misconduct continues for more than fifteen (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (3015) days after written notice of such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive misconduct is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) aboveExecutive. Upon the giving of notice of termination of the Executive’s 's employment hereunder for Cause, the Company shall have no further obligation hereunder or liability to Executive other than the payment of (i) base salary earned but unpaid at the date of termination and (ii) any unpaid accrued benefits of the Executive, other than (iii) reimbursement for Final Compensationany expenses for which the Executive shall not have been reimbursed as provided in Section 2.6, and (iv) any unpaid bonus, including, without limitation, any bonus provided under Section 2.2 hereof, earned by the Executive prior to the date of such termination.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following following, as determined by the Board in its reasonable judgment, shall constitute “Cause” Cause for termination: (i) Repeated The Executive’s willful failure to perform, or willful refusalgross negligence in the performance of, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical material duties and responsibilities to the Company or mental illness any of its Affiliates that, if capable of cure, is not cured within thirty (30) days of written notice of such failure or impairment)negligence by the Company to the Executive; provided, that the Company will not have to provide more than one notice and opportunity to cure with respect to any multiple, repeated, related or substantially similar events or circumstances; (ii) The Executive’s committing any act of Conduct by the Executive that constitutes fraud, embezzlement, embezzlement or theftother material dishonesty with respect to the Company or any of its Affiliates; (iii) The Executive’s material violation commission of, or plea of the Company’s policies;nolo contendere to, (A) a felony or (B) other crime involving moral turpitude; or (iv) The Executive’s behavior material breach of this Agreement, any material written policies of the Company, or engagement in any acts that may interfere with other agreement between the ability of Executive and the Company or any of its affiliates to maintain a license to harvest, cultivate, process, Affiliates or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than fiduciary duty that the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental Executive has to the Company or any of its affiliatesAffiliates that, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) cure, is not cured within thirty (30) days after of written notice of such notice, and (III) breach by the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity; provided, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in Company will not have to provide more than one notice and opportunity to cure with respect to any of (i)-(viii) abovemultiple, repeated, related or substantially similar events or circumstances. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder or liability to the Executive, other than for the Final CompensationCompensation due to the Executive. Other than business expenses described in Section 5(a)(ii), the Final Compensation shall be paid to the Executive at the time prescribed by applicable law and in all events within thirty (30) days following the Termination Date.

By the Company for Cause. The Company (a) Upon approval of a majority of the Board, the Board may terminate the Executive’s 's employment hereunder and this Agreement for Cause (as defined below) at any time upon notice during the Term hereof. The Board and/or Company shall thereafter have no further obligation or liability to Executive relating to Executive's employment or this agreement, other than Base Salary, any bonus pursuant to Section 4.2 and vacation, each to the Executive setting forth in reasonable detail extent earned but unpaid through the nature date of such Cause. The termination. (b) Any one or more of the following events or conditions shall constitute “"Cause” " for termination: : (i) Repeated or willful refusalthe substantial, continuing and knowing failure or neglect by the of Executive to perform render services to the material duties Company or any Related Company in accordance with the terms or requirements of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical or mental illness or impairment); employment; (ii) The Executive’s committing any act of fraudgross negligence, embezzlementwillful misconduct, or theft; breach of fiduciary duty to the Company or any Related Company, or disloyalty or dishonesty (which disloyalty or dishonesty results in direct or indirect material loss, damage or injury to the Company or any Related Company); (iii) The Executive’s material violation the commission of the Company’s policies; an act of embezzlement or fraud; (iv) The Executive’s behavior deliberate disregard of the rules or engagement in any acts that may interfere with the ability policies of the Company or any of its affiliates to maintain a license to harvestRelated Company that results in direct or indirect material loss, cultivate, process, damage or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental injury to the Company or any Related Company; (v) the unauthorized disclosure of its affiliates, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty any trade secret or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship confidential information of the Company or any Related Company; (vi) the commission of its affiliatesan act which constitutes unfair competition with the Company or any Related Company or which induces any customer or supplier to breach a contract with the Company or any Related Company; or (vii) material breach of this Agreement or breach of the Agreement or the Confidential Information Agreement (as defined in Section 9). Notwithstanding the foregoing, Cause shall not occur pursuant to provision 5.2(b)(i) above or pursuant to provision 5.2(b)(vii) above (but in the case of provision 5.2(b)(vii), only with respect to material breaches of this Agreement and not the other referenced agreements), unless Executive fails, within 30 days after receipt of written notice from the Company specifying the event or condition giving rise to Cause, to cure such event or condition, if capable of cure, provided, however, that for the avoidance of doubt, no conviction if such event or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere condition is not likely to interfere with the ability capable of the Company or any of its affiliates to maintain cure without a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, undertaking by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment said notice shall not be deemed to required and the termination hereof shall not be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within delayed by any such thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final Compensationday period.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following shall constitute For purposes of this Agreement, “Cause” for termination: shall be limited to: (i) Repeated or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical indictment, charge or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlementconviction of, or theft; plea of nolo contendere to, (iiiA) The Executive’s a felony or (B) any other crime involving fraud or material violation of the Company’s policies; financial dishonesty or (ivC) The Executive’s behavior any other crime involving moral turpitude that might be reasonably expected to, or engagement in any acts that may interfere with the ability of does, materially adversely affect the Company or any of its affiliates Affiliates, whether that effect is to maintain a license economics, to harvest, cultivate, process, reputation or sell cannabis or otherwise continue to operate its business; otherwise; (vii) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement gross negligence or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental willful misconduct with regard to the Company or any of its affiliatesAffiliates, as determined by which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board (excluding or its designee within the scope of the Executive); ’s duties hereunder which refusal or failure remains uncured or continues sixty (vi60) The days after written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s conviction theft, fraud or any material act of a felony (including pleading guilty or nolo contendere financial dishonesty related to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliatesAffiliates; provided(v) the failure by the Executive to disclose any legal impediments to his employment by the Company or his breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., however, that for the avoidance his disclosure or use of doubt, no conviction or plea of nolo contendere proprietary confidential information of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability former employer on behalf of the Company or without such former employer’s consent); provided that Executive has been provided with written notification of any of its affiliates such failure or breach and has been given five (5) days to maintain a license present any mitigating, corrective or clarifying information to harvestthe CEO or the Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, cultivate, process, non-competition and non-solicitation; or sell cannabis or otherwise continue to operate its business; (vii) The the Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms any other material provision of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" Agreement unless it is done, or omitted to be done, corrected by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests within sixty (60) days of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof written notification to the Executive specifying in reasonable detail of such breach. In the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable event of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Causetermination, the Company shall have make no further obligation hereunder payments to the Executive, Executive under this Agreement other than for provision of Final Compensation. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreement.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause (as defined below) at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following following, as determined by vote of a majority of the Company Board (provided that Executive shall abstain from any such determination and Executive’s presence at the meeting in respect thereof shall not count towards a quorum in such meeting), shall constitute “Cause” for termination: (i) Repeated the Executive’s misappropriation or willful refusal, failure use for non-business purposes of funds or neglect property (whether tangible or intangible) of the Company or its Affiliates; (ii) any violation of the Executive’s fiduciary duties to the Company or its Affiliates; (iii) the commission by the Executive of any felony or a misdemeanor involving moral turpitude, deceit, dishonesty, or fraud that would reasonably be expected to perform result in material injury or reputational harm to the Company or its Affiliates; (iv) a violation by the Executive of one of the Company’s material policies established by the Company in good faith which has not been cured as set forth below, including, but not limited to, the Company’s anti-discrimination and anti-harassment policies and the Company’s anti-corruption policies; (v) conduct by the Executive constituting gross negligence or misconduct in connection with the performance of the Executive’s duties which causes or is reasonably likely to cause material harm to the Company or its Affiliates which has not been cured as set forth below; (vi) nonperformance by the Executive of the Executive’s material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical or mental illness illness, incapacity or impairment); (iidisability) The Executive’s committing any act of fraudwhich, embezzlement, or theft; (iii) The Executive’s material violation of to the Company’s policies; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than extent it is curable by the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that , is not otherwise detrimental to the Company or any of its affiliates, as determined by the Board cured within ten (excluding the Executive); (vi10) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given days after written notice thereof is given to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) by the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executiveor, if such nonperformance cannot be cured within ten (10) (after the Executive is given an opportunitydays, together with counsel, failure to be heard before the Boardmaterially commence cure within such 10-day period), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final Compensation.;

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following following, as determined by the Board in its reasonable judgment, shall constitute “Cause” Cause for termination: (i) Repeated The Executive’s willful failure to perform, or willful refusalgross negligence in the performance of, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical material duties and responsibilities to the Company or mental illness any of its Affiliates that, if capable of cure, is not cured within thirty (30) days of written notice of such failure or impairment)negligence by the Company to the Executive; provided, that the Company will not have to provide more than one notice and opportunity to cure with respect to any multiple, repeated, related or substantially similar events or circumstances; (ii) The Executive’s committing any act of Conduct by the Executive that constitutes fraud, embezzlement, embezzlement or theftother material dishonesty with respect to the Company or any of its Affiliates; (iii) The Executive’s material violation commission of, or plea of the Company’s policies;nolo contendere to, (A) a felony or (B) other crime involving moral turpitude; or (iv) The Executive’s behavior material breach of this Agreement, any shareholder or engagement in any acts that may interfere with option agreement between the ability of Executive and the Company or any of its affiliates to maintain a license to harvest, cultivate, process, Affiliates or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than fiduciary duty that the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental Executive has to the Company or any of its affiliatesAffiliates that, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) cure, is not cured within thirty (30) days after of written notice of such notice, and (III) breach by the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity; provided, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in Company will not have to provide more than one notice and opportunity to cure with respect to any of (i)-(viii) abovemultiple, repeated, related or substantially similar events or circumstances. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder or liability to the Executive, other than for any Final CompensationCompensation due to the Executive. Other than business expenses described in Section 5(a)(iii), Final Compensation shall be paid to the Executive at the time prescribed by applicable law and in all events within thirty (30) days following the date of termination of employment.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following shall constitute For purposes of this Agreement, “Cause” for termination: shall be limited to: (i) Repeated or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical indictment, charge or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlementconviction of, or theft; plea of nolo contendere to, (iiiA) The Executive’s a felony or (B) any other crime involving fraud or material violation of the Company’s policies; financial dishonesty or (ivC) The Executive’s behavior any other crime involving moral turpitude that might be reasonably expected to, or engagement in any acts that may interfere with the ability of does, materially adversely affect the Company or any of its affiliates Affiliates, whether that effect is to maintain a license economics, to harvest, cultivate, process, reputation or sell cannabis or otherwise continue to operate its business; otherwise; (vii) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement gross negligence or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental willful misconduct with regard to the Company or any of its affiliatesAffiliates, as determined by which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform the duties or to follow a material lawful written directive of the CEO or the Board (excluding within the scope of the Executive); ’s duties hereunder which refusal or failure remains uncured or continues thirty (vi30) The days after written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s conviction theft, fraud or any material act of a felony (including pleading guilty or nolo contendere financial dishonesty related to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliatesAffiliates; provided(v) the failure by the Executive to disclose any legal impediments to the employment by the Company or breach of any of the obligations to a former employer in connection with the employment by the Company (e.g., however, that for the avoidance disclosure or use of doubt, no conviction or plea of nolo contendere proprietary confidential information of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability former employer on behalf of the Company or without such former employer’s consent); provided that Executive has been provided with written notification of any of its affiliates such failure or breach and has been given five (5) days to maintain a license present any mitigating, corrective or clarifying information to harvestthe CEO or the Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, cultivate, process, non-competition and non-solicitation; or sell cannabis or otherwise continue to operate its business; (vii) The the Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms any other material provision of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" Agreement unless it is done, or omitted to be done, corrected by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) of the Company delivers Company’s written notification to the Executive a copy of a resolution duly adopted by such breach. In the affirmative vote event of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Causesuch termination, the Company shall have make no further obligation hereunder payments to the Executive, Executive under this Agreement other than for provision of Final Compensation, which will be paid no later than March 15th of the year following the Termination Year. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreement.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following shall constitute For purposes of this Agreement, “Cause” for termination: shall be limited to: (i) Repeated or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical indictment, charge or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlementconviction of, or theft; plea of nolo contendere to, (iiiA) The Executive’s a felony or (B) any other crime involving fraud or material violation of the Company’s policies; financial dishonesty or (ivC) The Executive’s behavior any other crime involving moral turpitude that might be reasonably expected to, or engagement in any acts that may interfere with the ability of does, materially adversely affect the Company or any of its affiliates Affiliates, whether that effect is to maintain a license economics, to harvest, cultivate, process, reputation or sell cannabis or otherwise continue to operate its business; otherwise; (vii) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement gross negligence or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental willful misconduct with regard to the Company or any of its affiliatesAffiliates, as determined by including but not limited to its Immediate Affiliates, which has a material adverse impact on Company or its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the Board (excluding or its designee within the scope of the Executive); ’s duties hereunder which in either case remains uncured or continues after twenty (vi20) The days’ written notice from the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s conviction theft, fraud or any material act of a felony (including pleading guilty or nolo contendere financial dishonesty related to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliatesAffiliates; provided(v) the failure by the Executive to disclose any legal impediments to his employment by the Company or his breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., however, that for the avoidance his disclosure or use of doubt, no conviction or plea of nolo contendere proprietary confidential information of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability former employer on behalf of the Company or without such former employer’s consent); provided that Executive has been provided with written notification of any of its affiliates the foregoing and has been given five (5) days to maintain a license present any mitigating, corrective or clarifying information to harvestthe Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, cultivate, process, non-competition and non-solicitation; or sell cannabis or otherwise continue to operate its business; (vii) The the Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms any other material provision of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" Agreement unless it is done, or omitted to be done, corrected by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests within twenty (20) days of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof written notification to the Executive specifying in reasonable detail of such breach. In the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable event of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Causetermination, the Company shall have no further obligation hereunder to the Executive, Executive under this Agreement other than for provision of Final Compensation. Any equity in the Parent held by the Executive on the Date of Termination shall be governed by the terms of the LLC Agreement, the applicable equity incentive plan and any applicable unit certification, agreements and other requirements.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon four (4) months written notice to the Executive setting forth in reasonable detail the nature of such Cause. The following following, as determined by the Board in its reasonable judgment, shall constitute “Cause” Cause for termination: (i) Repeated or willful refusal, The Executive’s significant failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of disability), or material negligence in the Executive’s physical or mental illness or impairment)performance of, his duties and responsibilities to any Group Member that, if susceptible of cure, is not cured within thirty (30) days following notice of such failure from the Board; (ii) The Executive’s committing Material breach by the Executive of any act provision of fraudthis Agreement or any other agreement with any Group Member that, embezzlementif susceptible of cure, or theftis not cured within ten (10) days following notice of such breach from the Board; (iii) The Executive’s material violation Other conduct by the Executive that could reasonably be expected to be harmful to the business, interests or reputation of the Company’s policiesany Group Member; (iv) The Executive’s behavior commission of any criminal offense or engagement any act of dishonesty or any serious misconduct of any nature, in any acts each case whether during the performance of his duties or otherwise, that may interfere with in the ability opinion of the Company or any Board renders the Executive unfit to continue as an executive of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its businessthe Group; (v) The Executive’s breach being disqualified to take part in the management of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental Group Member pursuant to the Company or any of its affiliates, as determined by the Board (excluding the Executive)applicable law; (vi) The Executive’s conviction of a felony (including pleading guilty due to his failure to meet the requirements of, or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship his breach of the Company rules of, any regulatory body whose consent or approval is required to enable the Executive to undertake all or any of its affiliateshis duties; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business;or (vii) The Executive’s willful engagement repeated failure to perform his duties to a standard satisfactory to the Board after being provided a written warning from the Board setting forth in dishonestyreasonable detail the nature of such failure that, illegal conduct (other than solely as a result if susceptible of a violation of U.S. federal law concerning cannabis or the cannabis industrycure, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with cured within ten (10) days following notice of such failure from the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) Board. The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be terminate hereunder upon the expiration of four (4) months from the delivery of the notice of termination for Cause unless described in this Section 5(c) and until (I) the expiration of any applicable cure period without cure by the Executive. In the event of termination of the Executive pursuant to this Section 5(c), the Board may elect to waive the period of notice, or any portion thereof, and, if the Board so elects, the Company has given notice thereof to will pay the Executive specifying in reasonable detail his Base Salary, pro-rata Bonus and Company-paid medical and dental benefits for the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct period so waived as part of his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) aboveFinal Compensation. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, Final Compensation shall be paid to the Executive in accordance with Section 5(a). In addition to Final Compensation and provided that no benefits are payable to the Executive under a separate severance agreement as a result of such termination, the Company shall have no further continue to pay the Executive the Base Salary, pro-rata Bonus and Company-paid medical and dental benefits until the expiration of six (6) months following the date of termination (the “Severance”). Any such Severance payout shall be inclusive of any payment in lieu of notice due to Executive as provided above. Any obligation hereunder of the Company to provide the Severance is conditioned, however, on the execution and delivery to the Company by the Executive of a timely and effective release of claims in the form provided by the Company by the deadline specified therein, all of which (including the lapse of any period for revoking the Release of Claims as specified in the Release of Claims) shall have occurred no later than thirty (30) calendar day following the date of termination (any such release submitted by such deadline, the “Release of Claims”). Subject to Section 7 below, any Severance to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company for its executives, with the first payment, which shall be retroactive to the day immediately following the date the Executive’s employment terminated, other than being due and payable on the Company’s next regular payday for Final Compensationexecutives that follows the expiration of thirty (30) calendar days from the date the Executive’s employment terminates.

By the Company for Cause. (a) The Company may terminate the Executive’s 's employment hereunder and this Agreement for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following shall constitute “Cause” for termination: (i) Repeated or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlement, or theft; (iii) The Executive’s material violation of the Company’s policies; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) abovetime. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder or liability to the Executive relating to the Executive's employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination. (b) The following events or conditions shall constitute "Cause" for Final Compensationtermination of Executive's employment and this Agreement: (i) disregard of or failure to follow any written rules or policies of the Company; (ii) failure or refusal of the Executive to perform his duties hereunder; (iii) dishonesty, embezzlement, misappropriation of assets or property (tangible or intangible) of the Company, gross negligence, misconduct, neglect of duties, theft, fraud, or breach of fiduciary duty to the Company; (iv) violation of federal or state securities laws; (v) breach of an employment, consulting or other agreement (including, without limitation, the Employee Non-competition, Nondisclosure and Developments Agreement between the Executive and the Company); (vi) the unauthorized disclosure of any trade secret or confidential information of the Company, including confidential information of third parties which the Company treats as confidential; (vii) the commission of an act which constitutes unfair competition with the Company or which induces any customer or supplier to breach a contract with the Company; or (viii) the commission of a felony. (c) If the Board of Directors, in its sole discretion, determines that the reason(s) constituting Cause for termination is subject to cure, then the Executive shall be given written notice of the pending termination, notice of the action required by the Executive to cure the circumstances constituting Cause, and thirty days in which to attempt to cure. If in the Board of Directors' determination, the reason(s) constituting Cause has been cured, then Executive's employment shall not be terminated. If, however, the Board of Directors determines, in its sole discretion, that the reason(s) has not been cured in the thirty day period, Executive's employment shall be subject to immediate termination for Cause.

By the Company for Cause. The Immediately upon written notice by the Company may terminate to the Executive of a termination for Cause. For purposes of this Agreement, “Cause” shall mean (i) the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following shall constitute “Cause” for termination: (i) Repeated or willful refusalindictment for, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlement, or theft; (iii) The Executive’s material violation of the Company’s policies; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of to a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis fraud, or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct other act involving dishonesty or activity related to cannabis or the cannabis industry giving rise disloyalty to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability member of the Company Group, (ii) conduct by the Executive that brings or could reasonably be expected to bring any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability member of the Company Group into substantial public disgrace or disrepute or otherwise materially or demonstrably injures the integrity, character or reputation of any member of the Company Group, (iii) gross negligence or willful misconduct by the Executive in connection with Executive’s duties, obligations or responsibilities to any member of the Company Group, (iv) the Executive’s material non-performance of the duties reasonably assigned to him other than in connection with the Executive’s Disability, (v) the Executive’s breach of the provisions of Section 9 of this Agreement or any other applicable restrictive covenants with any member of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or Group, (viiivi) The the Executive’s material breach of the terms a material employment policy of this Agreement. For purposes of this provision, no act or failure to act on the part any member of the Executive shall be considered "willful" unless it is doneCompany Group (including, without limitation, sexual misconduct, discrimination and/or harassment) or omitted to be done, (vii) any other material breach by the Executive in bad faith of this Agreement or without reasonable belief that the Executive's action or omission was in the best interests any other material agreement with any member of the CompanyCompany Group. Any actIf the acts or omissions constituting the grounds for Cause are curable, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s termination of employment shall will not be deemed to be for Cause unless and until (I) the Company has given notice thereof to provides the Executive specifying in reasonable detail with written notice of the conduct acts or omissions constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) grounds for Cause within thirty (30) days after of obtaining actual knowledge of the grounds for Cause and the Executive does not cure such condition within ten (10) days following the date the Executive receives such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final Compensation.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such the Cause. The following shall constitute For purposes of this Agreement, “Cause” for termination: shall mean that the Executive has, as determined by the Board in its sole discretion, (i) Repeated or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical or mental illness or impairment); breached any fiduciary duty; (ii) The Executive’s committing materially breached any act legal or contractual obligation to the Company or any of its Affiliates; (iii) engaged in fraud, embezzlement, acts of dishonesty or theft; (iii) The Executive’s material violation a conflict of interest relating to the Company’s policies; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability affairs of the Company or any of its affiliates to maintain a license to harvestAffiliates; (iv) been charged with, cultivate, process, convicted of or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or plead nolo contendere to a felony) any felony or commitment of other acts causing to any criminal charge involving moral turpitude or that could reasonably be expected to have a material detriment to the reputation, adverse effect on the business or a business relationship affairs of the Company or any of its affiliatesAffiliates; provided(v) failed to comply with any material Company rule, however, policy or procedure; (vi) habitually used alcohol or drugs in a way that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere interferes with the ability Executive’s performance of the Executive’s duties; (vii) committed any action that could reasonably be expected to cause the Company or any of its Affiliates public disgrace, disrepute or substantial economic harm; (viii) entered into a consent decree with respect to a governmental authority that could reasonably be expected to have a material adverse effect on the business or affairs of the Company or any of its affiliates Affiliates; or (ix) exhibited persistent unsatisfactory performance or neglect of his job duties, provided that the Executive is first given thirty (30) days’ written notice to maintain cure such unsatisfactory performance or neglect. In addition, solely for purposes of Section 3(d)(i) of this Agreement and in addition to the foregoing, Cause shall also include (x) the Board’s good faith determination that it has a license reasonable basis for dissatisfaction with the Executive’s employment for reasons such as lack of capacity or diligence, failure to harvest, cultivate, processconform to usual standards of conduct, or sell cannabis other culpable or otherwise continue inappropriate behavior or (xi) other grounds for discharge that are reasonably related, in the Board’s good faith judgment, to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result the needs of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability business of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final CompensationAffiliates.

By the Company for Cause. (a) The Company may terminate the Executive’s Employee's employment hereunder and this Agreement for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following shall constitute “Cause” for termination: (i) Repeated or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlement, or theft; (iii) The Executive’s material violation of the Company’s policies; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) abovetime. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder or liability to the ExecutiveEmployee relating to the Employee's employment or this Agreement, other than any Base Salary earned but unpaid and accrued but unused vacation through the date of termination. (b) The following events or conditions shall constitute "Cause" for Final Compensationtermination of Employee's employment and this Agreement: (i) disregard of or failure to follow any written rules or policies of the Company; (ii) failure or refusal of the Employee to perform his duties hereunder; (iii) dishonesty, embezzlement, misappropriation of assets or property (tangible or intangible) of the Company, gross negligence, misconduct, neglect of duties, theft, fraud, or breach of fiduciary duty to the Company; (iv) violation of federal or state securities laws; (v) breach of an employment, consulting or other agreement (including, without limitation, the Employee Non-competition, Nondisclosure and Developments Agreement between the Employee and the Company); (vi) the unauthorized disclosure of any trade secret or confidential information of the Company, including confidential information of third parties which the Company treats as confidential; (vii) the commission of an act which constitutes unfair competition with the Company or which induces any customer or supplier to breach a contract with the Company; or (viii) the commission of a felony. (c) If the Board of Directors, in its sole discretion, determines that the reason(s) constituting Cause for termination is subject to cure, then the Employee shall be given written notice of the pending termination, notice of the action required by the Employee to cure the circumstances constituting Cause, and thirty days in which to attempt to cure. If in the Board of Directors' determination, the reason(s) constituting Cause has been cured, then Employee's employment shall not be terminated. If, however, the Board of Directors determines, in its sole discretion, that the reason(s) has not been cured in the thirty day period, Employee's employment shall be subject to immediate termination for Cause.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following shall constitute “Cause” for termination: (i) Repeated or willful refusal, failure i. Failure or neglect by the Executive to perform the material duties of his employment or to follow the lawful directions of the Board (other than by reason of the Executive’s physical or mental illness or impairment), after written notice of such failure identifying in responsible detail the duties that the Executive has failed to perform has been provided to the Executive; (ii) . The Executive’s committing any act of fraud, embezzlement, misappropriation, or theft; (iii) . The Executive’s material violation of the Company’s policieswritten policies that have been disclosed to the Executive; (iv) . The Executive’s behavior or engagement in any acts that may interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) v. The Executive’s breach of any non-disclosure, non-disparagement, non-non- competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) . The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) . The Executive’s willful engagement in dishonesty, illegal unlawful conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal unlawful conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) . The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final Compensation.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder this Agreement for Cause at any time upon notice to time. For the Executive setting forth in reasonable detail the nature purposes of such Cause. The following shall constitute this Agreement, “Cause” for termination: shall mean any of the following: (i) Repeated or willful refusaltheft, failure or neglect by the Executive to perform the material duties dishonesty, fraudulent misconduct, unauthorized disclosure of his employment or to follow the directions trade secrets, gross dereliction of the Board (other than by reason of the Executive’s physical or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlement, or theft; (iii) The Executive’s material violation of the Company’s policies; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement duty or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act grave misconduct on the part of the Executive shall be considered "willful" unless it that is done, or omitted substantially injurious to be done, by the Executive in bad faith or without reasonable belief that Company; (ii) the Executive's action ’s willful act or omission was in that he knew would have the best interests effect of materially injuring the reputation, business or prospects of the Company. Any act; (iii) the Executive’s conviction of a felony, as evidenced by a binding and final judgment, order or decree of a court of competent jurisdiction; (iv) the Executive’s consent to an order of the Securities and Exchange Commission for the Executive’s violation of the federal securities laws; (v) the Executive’s repeated and demonstrated failure to act, based on authority given pursuant perform material duties in a competent and efficient manner which failure is not due to a resolution duly adopted by the Board illness or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination disability of the Executive; (vi) a petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver was appointed by a court for the property of, the Executive; (vii) the Executive’s employment failure to file timely (including extensions) federal or state income tax returns that the Executive or his spouse is required by law to file (such as personal returns and returns for trusts or entities of which the Executive or his spouse is trustee, controlling or general partner or member, or managing member) and to pay related taxes; (viii) the occurrence of improprieties involving the financial statements of the Company in which the Executive was directly or indirectly involved in committing the impropriety; (ix) the Executive’s commission of material violations of codes of conduct of the Company applicable to the Executive; or (x) the Executive’s material breach of his obligations under the Loyalty Agreement. Notwithstanding the foregoing, the Executive shall not be deemed to be have been terminated for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers there shall have been delivered to the Executive a copy of a resolution resolution, duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) Committee (after reasonable notice to the Executive is given and an opportunityopportunity for him, together with his counsel, to be heard before the BoardCommittee), finding that in the good faith that opinion of the Committee conduct of the Executive has engaged in met one of the conduct described standards set forth in any of clauses (i)-(viiii) above. Upon the giving of notice of termination through (x) of the Executive’s employment hereunder preceding sentence and specifying the particulars thereof. If the Company terminates this Agreement for Cause, then the Company Executive shall have no further obligation hereunder forfeit his right to the Executive, any and all benefits (other than for Final Compensationvested fringe benefits) he would otherwise been entitled to receive under this Agreement, except that whether the Executive forfeits vested equity compensation benefits will be determined in accordance with the terms of plans and agreements applicable to such equity compensation benefits rather than this Agreement.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following shall constitute For purposes of this Agreement, “Cause” for termination: shall be limited to: (i) Repeated or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical indictment, charge or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlementconviction of, or theft; plea of nolo contendere to, (iiiA) The Executive’s a felony or (B) any other crime involving fraud or material violation of the Company’s policies; financial dishonesty or (ivC) The Executive’s behavior any other crime involving moral turpitude that might be reasonably expected to, or engagement in any acts that may interfere with the ability of does, materially adversely affect the Company or any of its affiliates Affiliates, whether that effect is to maintain a license economics, to harvest, cultivate, process, reputation or sell cannabis or otherwise continue to operate its business; otherwise; (vii) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement gross negligence or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental willful misconduct with regard to the Company or any of its affiliatesAffiliates, as determined by including but not limited to its Immediate Affiliates, which has a material adverse impact on Company or its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform duties or to follow a material lawful written directive of the CEO or the Board (excluding or its designee within the scope of the Executive); ’s duties hereunder which refusal or failure, in either case, remains uncured or continues after twenty (vi20) The days’ written notice from the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s conviction theft, fraud or any material act of a felony (including pleading guilty or nolo contendere financial dishonesty related to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliatesAffiliates; provided(v) the failure by the Executive to disclose any legal impediments to her employment by the Company or breach of any of obligations to a former employer in connection with employment by the Company (e.g., however, that for the avoidance her disclosure or use of doubt, no conviction or plea of nolo contendere proprietary confidential information of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of the foregoing and has been given five (5) days to present any mitigating, corrective or any clarifying information to the Board; (vi) the Executive’s breach or violation of its affiliates those provisions of this Agreement setting forth the Executive’s obligations with respect to maintain a license to harvestconfidentiality, cultivate, process, non-competition and non-solicitation; or sell cannabis or otherwise continue to operate its business; (vii) The the Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms any other material provision of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" Agreement unless it is done, or omitted to be done, corrected by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests within twenty (20) days of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof written notification to the Executive specifying in reasonable detail of such breach. In the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable event of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Causetermination, the Company shall have no further obligation hereunder to the Executive, Executive under this Agreement other than for provision of Final Compensation. Any equity in the Parent held by the Executive on the Date of Termination shall be governed by the terms of the LLC Agreement, the applicable equity incentive plan and any applicable unit certification, agreements and other requirements.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon written notice to the Executive setting forth in reasonable detail the nature of such Cause. The following following, as determined by the Board in its reasonable judgment, shall constitute “Cause” Cause for termination: (i) Repeated or willful refusal, failure or neglect Material breach by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical or mental illness or impairment)obligations under this Agreement, which material breach, if susceptible of cure, remains uncured after thirty (30) days’ written notice from the Company specifying in reasonable detail the nature of such breach; (ii) The Executive’s committing any Commission by Executive of an act of fraud, embezzlementdishonesty or fraud upon, or theftwillful misconduct toward, the Company or misappropriation of Company property or corporate opportunities, as reasonably determined by the Board; (iii) The Executive’s material violation of the Company’s policies; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability of the Company or any of its affiliates to maintain a license to harvestA conviction, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction plea or plea of nolo contendere of a felony any misdemeanor that involves (a) moral turpitude or crime (b) other conduct that occurs solely as a result of a violation of U.S. federal law concerning cannabis involves fraud, embezzlement, larceny, theft or the cannabis industry shall be deemed to constitute “Cause”dishonesty; (iv) A conviction, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction guilty plea or plea of nolo contendere of a felony or crime could be any felony, unless the Board reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with determines that the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result conviction of a violation of U.S. federal law concerning cannabis such felony does not materially affect the Company’s or the cannabis industry, so long as Executive’s business reputation or significantly impair the Executive’s ability to carry out his duties under this Agreement (A) provided that the acts, omissions, conduct or activity related Board shall have no obligation to cannabis or the cannabis industry giving rise to make such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its businessdetermination), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viiiv) The the Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests violation of the Company. Any act, ’s policies regarding insobriety during working hours or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice use of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) aboveillegal drugs. Upon the giving of written notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final Compensation.

By the Company for Cause. The Company may terminate the ExecutiveEmployee’s employment hereunder for Cause under this Agreement may be terminated by the Company at any time upon notice to the Executive setting forth in reasonable detail occurrence of one or more of the nature following events (each of such Cause. The following which shall constitute be a termination event for “Cause” for termination:”): (i) Repeated i. Employee willfully, recklessly, or willful refusal, failure with gross negligence fails to comply with any material term or neglect by the Executive to perform the material duties of his employment or to follow the directions aspect of the Board (other than by reason of policies, standards, and regulations that the Executive’s physical or mental illness or impairment)Company, in its sole discretion, establishes and/or implements in writing before and during the Employment Term; (ii) The Executive’s committing . Employee commits any act of fraudgross negligence, illegal conduct, embezzlement, theft, misappropriation, fraud, dishonesty, or theft; (iii) The Executive’s material violation other acts of misfeasance, malfeasance, and/or misconduct in the rendering of services to or on behalf of the Company’s policies; (iv) The Executive’s behavior iii. Employee willfully, recklessly, or engagement in with gross negligence fails to comply with any acts that may interfere with the ability reasonable request of the Company person(s) to whom Employee reports; iv. Employee fails to adequately, substantially, and/or continually perform to Company’s reasonable satisfaction the usual and customary duties of Employee’s employment, those duties reasonably requested of Employee and typically associated with Employee’s position, and/or those duties or expectations assigned by Company; v. Employee breaches any material term or provision of this Agreement or any material term or provision of its affiliates to maintain a license to harvest, cultivate, processany other agreement between the Parties; or vi. Employee is convicted of, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading pleads guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputationto, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of crime constituting a felony or any crime that occurs solely as constituting a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”misdemeanor involving deceit, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, processdishonesty, or sell cannabis moral turpitude, or otherwise continue commits any act which impairs Employee’s fitness to operate its business; (vii) The Executiveperform the Employee’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or duties under this Agreement and/or damages the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests reputation of the Company, as determined in the sole and reasonable discretion of the Board. Any actNotwithstanding the foregoing, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests may not terminate Employee’s employment under this Agreement for Cause under this Section 6.a. without first providing Employee written notice of the Company. Termination of the Executive’s employment shall not event or condition(s) constituting Cause, which notice must be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty no later than Thirty (30) days after such notice, and (IIIthe date on which the event or condition(s) the Company delivers to the Executive a copy of a resolution duly adopted constituting Cause is first reasonably discovered by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice such notice, and only if the event or condition is reasonably capable of termination being remedied by Employee, Employee shall have a period of Thirty (30) days during which Employee may remedy the Executive’s employment hereunder for Causeevent or condition(s) and, if so remedied, the Company shall have no further obligation hereunder to may not terminate Employee’s employment under this Agreement for Cause for the Executive, other than for Final Compensationevent or condition that was remedied.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following following, as determined by the Board in its reasonable judgment, shall constitute “Cause” Cause for termination: (i) Repeated the Executive’s repeated and willful refusal or willful refusalfailure (other than during periods of illness, failure disability or neglect by the Executive vacation) to perform the material Executive’s duties of his employment hereunder or to follow the directions under any lawful directive of the Board (other than by reason consistent with the terms of the Executive’s physical or mental illness or impairment)this Agreement; (ii) The the Executive’s committing willful misconduct or gross neglect in the performance of the Executive’s duties hereunder which in either case is materially injurious to the Company or any act of its Subsidiaries, monetarily or otherwise; (iii) the willful material breach of this Agreement by the Executive; (iv) except as provided in clause (v) below, the conviction of the Executive of any felony or any other crime involving dishonesty or moral turpitude or the Executive’s pleading guilty to any felony, other than motor vehicle offenses, or any other crime involving dishonesty or moral turpitude; (v) the commission of fraud, embezzlement, theft or theftother dishonesty by the Executive with respect to the Company or any of its Affiliates; (iiivi) The Executive’s material violation any other conduct that involves a breach of fiduciary obligation on the part of the Company’s policies; (iv) The Executive’s behavior Executive or engagement in any acts that may interfere with otherwise could reasonably be expected to have a material adverse effect upon the ability business, interests or reputation of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business;Affiliates; or (vvii) The Executive’s breach a previous employer of any non-disclosureExecutive shall commence against Executive and/or Cellu Tissue an action, non-disparagementsuit, non-competition, non-solicitation, assignment proceeding or demand arising from an alleged violation of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any a non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any similar agreement between Executive and such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreementprevious employer. For purposes of this provisionSection 5(c), no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall Executive’s part, will be conclusively presumed to be done, considered “willful” unless done or omitted to be done, done by the Executive him not in good faith and without a reasonable belief that the Executive’s action or omission was in the best interests furtherance of the Company’s business. Termination of If the Company desires to terminate the Executive’s employment shall not be deemed pursuant to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses clause (i), (iiiii), (iviii) or (v) above, it shall first give the Executive written notice of the facts and circumstances providing Cause and shall allow the Executive no less than twenty (20) days (x) in the case of a proposed termination pursuant to clause (i), (ii) or (iii) above to remedy, cure or rectify the situation giving rise to Cause and (y) in the case of a proposed termination pursuant to clause (v) and above to explain the circumstances of the Executive’s actions or to show that the circumstances underlying the indictment do not constitute the type of felony described in clause (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) v). Termination by the Company delivers for Cause pursuant to clause (iv) above may be effected by written notice of the Company to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final Compensation(i) Base Salary earned, but unpaid at the date of termination, (ii) any earned, but unpaid annual bonus for any fiscal year prior to the fiscal year of termination of the Executive’s employment; and (iii) any unreimbursed business expenses.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following following, as determined by the Board in good faith, shall constitute “Cause” Cause for termination: (i) Repeated or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical or mental illness or impairment); (ii) i. The Executive’s committing any act gross negligence or willful misconduct in performance of fraud, embezzlement, or theft; (iii) The Executive’s material violation of his duties to the Company’s policies; (iv) The Executive’s behavior , where such gross negligence or engagement willful misconduct has resulted in any acts that may interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental material damage to the Company or any of its affiliates, as determined by the Board (excluding the Executive)Affiliates or successors; (vi) ii. The Executive’s conviction willful commission of a felony (including pleading guilty any act of fraud or nolo contendere embezzlement with respect to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that Affiliates; iii. The Executive’s indictment for the avoidance of doubt, no conviction or plea of nolo contendere commission of a felony or crime that occurs solely as a result involving moral turpitude; iv. The Executive’s willful material breach of a violation any material provision of U.S. federal law concerning cannabis this Agreement or any other written agreement between the cannabis industry shall be deemed Executive and the Company; v. The Executive’s willful failure to constitute “Cause”comply with lawful directives of the Board, so long as (A) the acts, omissions, conduct or activity related which has caused material damage to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates Affiliates or successors. vi. For 5(c)(i), (iv), and (v), Executive shall be given not less than thirty (30) days’ written notice by the Board of the Company’s intention to maintain a license terminate him with Cause, such notice to harveststate in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination with Cause is based, cultivate, process, and such termination shall be effective at the expiration of such thirty (30) day notice period unless Executive has fully cured such act or sell cannabis acts or otherwise continue failure or failures to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving act that give rise to Cause during such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreementperiod. For purposes of this provision, no act or failure to act act, on the part of the Executive Executive, shall be considered "“willful" ” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's ’s action or omission was in the best interests of the Company. Any act, or failure to act, based on upon authority given pursuant to a resolution duly adopted by the Company’s Board or on based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination If the Company does not deliver to the Executive written notice of the Executive’s employment shall not be deemed to be for Cause unless and until (I) termination within 60 days after the Company has given notice thereof to the Executive specifying in reasonable detail the conduct knowledge that an event constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) aboveCause has occurred, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for event will no longer constitute Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final Compensation.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon written notice to the Executive setting forth in reasonable detail the nature of such Cause. The following following, as determined by the Board in its reasonable judgment, shall constitute “Cause” Cause for termination: (i) Repeated or willful refusal, The Executive’s significant failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of disability), or material negligence in the Executive’s physical or mental illness or impairment)performance of, his duties and responsibilities to any Group Member that, if susceptible of cure, is not cured within thirty (30) days following notice of such failure from the Board; (ii) The Executive’s committing Material breach by the Executive of any act provision of fraudthis Agreement or any other agreement with any Group Member that, embezzlementif susceptible of cure, or theftis not cured within ten (10) days following notice of such breach from the Board; (iii) The Executive’s material violation Other conduct by the Executive that could reasonably be expected to be harmful to the business, interests or reputation of the Company’s policiesany Group Member; (iv) The Executive’s behavior commission of any criminal offense or engagement any act of dishonesty or any serious misconduct of any nature, in any acts each case whether during the performance of his duties or otherwise, that may interfere with in the ability opinion of the Company or any Board renders the Executive unfit to continue as an executive of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its businessthe Group; (v) The Executive’s breach being disqualified to take part in the management of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental Group Member pursuant to the Company or any of its affiliates, as determined by the Board (excluding the Executive)applicable law; (vi) The Executive’s conviction of a felony (including pleading guilty failure to meet the requirements of, or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship his breach of the Company rules of, any regulatory body whose consent or approval is required to enable the Executive to undertake all or any of its affiliateshis duties; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business;or (vii) The Executive’s willful engagement repeated failure to perform his duties to a standard satisfactory to the Board after being provided a written warning from the Board setting forth in dishonestyreasonable detail the nature of such failure that, illegal conduct (other than solely as a result if susceptible of a violation of U.S. federal law concerning cannabis or the cannabis industrycure, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with cured within ten (10) days following notice of such failure from the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) Board. The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be terminate hereunder immediately upon delivery of the notice of termination for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (vthis Section 5(c) and (viii) above, the Executive fails to expiration of any applicable cure and correct his conduct (if capable of period without cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company Final Compensation shall have no further obligation hereunder be paid to the ExecutiveExecutive in accordance with Section 5(a) except that the Executive shall not be entitled to any pro-rata Bonus as set forth in Section 5(a)(ii).” 2. Section 5 of the Agreement is hereby amended to add a new Section 5(g), other than for Final Compensation.which shall read as follows:

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice may be terminated by the Company prior to the Executive setting forth in reasonable detail expiration of the nature Term for “Cause.” For the purposes of such Cause. The following shall constitute this Agreement, “Cause” for termination: means (i) Repeated other than as a result of incapacity due to Executive’s Disability or willful refusalExecutive’s death, Executive’s failure or neglect by the Executive refusal to perform the material Executive’s duties of his employment or responsibilities or to follow the lawful directions of the CEO or the Board (other than by reason of the or Executive’s physical material breach of any of Executive’s duties and responsibilities under this Agreement or mental illness under the Company’s policies with respect to its employees or impairment); senior officers, in each case, after the Company provides Executive with written notice of such failure, refusal or breach and Executive fails to cure such failure, refusal or breach within 10 calendar days from the date of delivery of such notice to Executive; (ii) The Executive’s committing any act of fraud, embezzlementconviction by, or theft; entry of a plea of guilty or nolo contendere in, a court of competent jurisdiction for a felony, or any crime which, in the Company’s sole discretion, adversely affects the Company or its reputation in the community, or any crime which involves moral turpitude or is punishable by imprisonment; (iii) The Executive’s material violation commission of the Company’s policies; (iv) The Executive’s behavior an act of fraud or engagement in any acts that may interfere embezzlement with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental respect to the Company or any of its affiliates, as determined personal dishonesty by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of Executive with respect the Company or any of its affiliatesExecutive’s obligations to the Company; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a (iv) Executive’s violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result duty of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) loyalty to the Company or its affiliates; or (viii) The Executive’s material breach of Executive’s fiduciary duty to the terms of this Agreement. For purposes of this provision, no act Company; (v) Executive’s intentional or knowing failure to act on the part of the Executive shall be considered "willful" unless it is donecomply with, or omitted violation of, or causing the Company to be donefail to comply with or violate, any laws or regulations applicable to the Company, including, without limitation, federal or state securities laws and regulations issued by the Internal Revenue Service; (vi) Executive in bad faith becoming barred or without reasonable belief prohibited by the Securities and Exchange Commission or another governmental entity or a securities exchange or quotation system upon which the Company’s securities are traded from holding Executive’s position with the Company; or (vii) Executive’s use of illegal drugs or other illegal substances. In the event that Executive is terminated by the Executive's action or omission was in Company for Cause, the best interests of Company shall pay Executive the Standard Termination Benefits (as defined above), after deducting any amounts lawfully owing from Executive to the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and After such payments described in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Causepreceding sentence, the Company shall have no further obligation hereunder to Executive, except to the Executive, extent that Executive may be entitled to exercise any vested stock options or other than for Final Compensationequity compensation granted to Executive as contemplated in Exhibit A to this Agreement or otherwise (subject to the terms and conditions of applicable option plans and/or option agreements).

By the Company for Cause. The Company may terminate discharge the Executive’s employment hereunder Executive for Cause at any time upon and thereby terminate the Executive’s term of service. Such discharge shall be effected by written notice (the “Discharge Notice”) to the Executive setting forth in reasonable detail which shall (i) state that the nature of such Executive is being terminated for Cause, and (ii) specify the reasons for the Executive’s discharge and the effective date thereof. The following shall constitute As used herein, the term for “Cause” for termination: shall mean that the Executive has (it) Repeated or committed any act of willful refusalmisconduct, failure or neglect including fraud, in connection with his employment by the Executive to perform the material duties Company; (u) materially breached any provision of his employment this Agreement, which breach has not been cured within ten (10) business days after receiving written notice of such breach; (v) failed, refused or to follow the directions of the Board (neglected, other than by reason of a Total Disability (as defined in Section 5(b)), to timely perform any material duty or obligation under this Agreement or to comply with any lawful directive of the Executive’s physical Board, which failure, refusal or mental illness neglect has not been cured within ten (10) business days after receiving written notice thereof; (w) been formally indicated for a crime involving moral turpitude, dishonesty, fraud or impairment); unethical business conduct; (iix) The Executive’s committing violated a fiduciary obligation to the Company; (y) been determined by a governmental body or other appropriate authority to have violated any act of fraud, embezzlement, material law or theft; (iii) The Executive’s material violation of regulation that is applicable to the Company’s policies; businesses, or entered into a consent order concerning a violation of any material law or regulation that is applicable to the Company’s businesses; or (ivz) The Executive’s behavior become the subject of an SEC action or engagement in any acts that may interfere with the ability administrative proceeding which has been commenced against him. Upon a cure of the Company acts set forth in subsections (u) or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than by the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental Executive within the ten (10) business day cure period to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship reasonable satisfaction of the Company or any of its affiliates; providedBoard, however, that such event shall no longer constitute Cause for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms purposes of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for CauseCause pursuant to this Section 5(d), the Employment Term and all benefits hereunder shall terminate, except (a) that such discharge and termination shall not affect any vested rights that the Executive may have at the time of discharge and termination pursuant to any insurance or other death benefit, bonus, retirement, severance pay or stock award plans or arrangements of the Company or any subsidiary, or any stock option plan or any options granted thereunder, or any other employee benefit program which rights shall have no further obligation hereunder continue to be governed by the Executiveprovisions of such plans and arrangements, other than for Final Compensationand (b) as otherwise provided in Sections 6 and 7 hereof (collectively, “Vested Benefits”).

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following following, as determined by the Board in its reasonable judgment, shall constitute “Cause” Cause for termination: (i) Repeated : refusal or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of disability), or material negligence in the performance of the Executive’s physical duties and responsibilities to the Company or mental illness its Affiliates, which refusal or impairment); (ii) The Executive’s committing failure to perform or material negligence is not cured within 30 days after written notice from the Company or such Affiliates; commission of, indictment for, conviction of or plea of guilty or nolo contendere to a felony or any act of crime involving moral turpitude, fraud, embezzlement, embezzlement or theft; ; breach of fiduciary duties (iii) The Executive’s material including a violation of the Company’s policies; (ivor any of its Affiliate’s code of ethics) The on the part of the Executive’s behavior ; gross negligence or engagement willful misconduct in any acts that may interfere with the ability performance of employment, which negligence or misconduct is not cured within 30 days after written notice from the Company, and which willful act or misconduct could reasonably be expected to be injurious to the financial condition or business reputation of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s Affiliates; the material breach by Executive of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach provision of any non-competition or non-disclosure obligation that is not otherwise detrimental agreement to which such Executive and the Company or any of or its affiliates, as determined Affiliates are party; or breach by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach Executive of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination Exhibit A of the Executive’s employment shall not be deemed Unit Award Agreement, as in effect from time to be for Cause unless and until time (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (iRestrictive Covenants”), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for his Final Compensation. By the Company Other than for Cause. The Company may terminate the Executive’s employment hereunder other than for Cause at any time upon written notice to the Executive. In the event of the Executive’s Separation from Service pursuant to this Section 5(d), in addition to Final Compensation, the Executive will be entitled to the following payments and benefits, provided that the Executive satisfies all conditions to such entitlement, including without limitation, continued compliance with the Restrictive Covenants and signing and returning to the Company a timely and effective Employee Release in accordance with subsection (iii) below: Until the conclusion of a period of the twelve (12) months following the Termination Date, the Company shall continue to pay the Executive the Base Salary at the rate in effect on the Termination Date, and, subject to any employee contribution applicable to the Executive on the Termination Date, shall continue to contribute to the premium cost of the Executive’s participation in the Company’s group medical and dental plans, provided that the Executive is entitled to continue such participation under applicable law and plan terms. Executive shall be paid any annual bonus compensation awarded for the fiscal year immediately preceding the year in which termination of employment occurs, but unpaid on the Termination Date. Such bonus shall be payable in the year of the Termination Date at the same time as bonuses are paid to Company executives generally; provided, however, that if paying such amount on the date on which bonuses are paid to Company executives generally would result in an additional tax on the Executive or his estate under Section 409A, then such bonus shall be payable no later than June 15 of the year of Termination Date. Any obligation of the Company to the Executive hereunder, other than for his Final Compensation, is conditioned, however, on the Executive’s timely and effective execution of the form of release included with this Agreement as Exhibit A, by the deadline specified therein (any such release submitted by such deadline, the “Employee Release”) and delivering it to the Company not later than the deadline specified therein, which shall not be later than the sixtieth (60th) calendar day following the date of his Separation from Service. Subject to Section 5(g) below, severance pay to which the Executive is entitled hereunder shall be payable in accordance with the normal payroll practices of the Company, with the first payment, which shall be retroactive to the day immediately following the Termination Date, being due and payable on the Company’s next regular payday for executives that follows the expiration of sixty (60) calendar days from the Termination Date. The Release of Claims required for separation benefits in accordance with this Section 5(d) or Section 5(e) creates legally binding obligations on the part of the Executive and the Company therefore advises the Executive to seek the advice of an attorney before signing it. By the Executive for Good Reason. The Executive may terminate his employment hereunder for Good Reason (A) by providing notice to the Company specifying in reasonable detail the condition giving rise to the Good Reason no later than thirty (30) days following the occurrence of that condition; (B) by providing the Company a period of thirty (30) days to remedy the condition and so specifying in the notice and (C) by terminating his employment for Good Reason within thirty (30) days following the expiration of the period to remedy if the Company fails to remedy the condition.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause “Cause” (as hereinafter defined) at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following following, as determined by the CEO in his/her reasonable judgment, shall constitute “Cause” Cause for termination: (i) Repeated The Executive’s commission of any material fraud, embezzlement, theft or willful refusaldishonesty, failure or neglect by the Executive to perform the any deliberate misappropriation of any material duties amount of his employment money or to follow the directions other assets or property of the Board (other than by reason Company or any of the Executive’s physical its subsidiaries or mental illness or impairment)Affiliates; (ii) The Executive’s committing any act of fraud, embezzlementwillful failure to perform, or theftgross negligence in the performance of, his duties and responsibilities to the Company or any of its subsidiaries or Affiliates; (iii) The Executive’s material violation breach of any of the terms of this Agreement, Company policies (including policies such as those prohibiting harassment), or his fiduciary duties to the Company or any of its subsidiaries or Affiliates (except where the breach of fiduciary duties is caused by the Executive’s Disability and except where such breach is exculpated under the Company’s policies;articles of incorporation); or (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability of the Company or any of its affiliates to maintain a license to harvestconviction of, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of to, a felony or crime any other action by the Executive that occurs solely as a result of a violation of U.S. federal law concerning cannabis has resulted, or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed expected to be result, in compliance with applicable state and local laws and (B) such conviction material injury to the reputation of Executive or plea of nolo contendere is not likely to interfere with the ability business of the Company or Company, any of its affiliates to maintain a license to harvest, cultivate, process, subsidiaries or sell cannabis or otherwise continue to operate its business; (vii) Affiliates. The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result date of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive termination for Cause shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was date specified in the best interests of the Company. Any act, or failure to act, based on authority notice given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of Following termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive hereunder for, or as a result of, the termination of Executive’s employment, other than for Final Compensationpayment of (i) the Accrued Obligations and (ii) the Prior Year Bonus. The Accrued Obligations shall be payable under applicable law. The Prior Year Bonus, if any, shall be payable when annual bonuses for the applicable fiscal year are paid to other senior executives of the Company.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon delivery of written notice to the Executive setting forth in reasonable detail the nature of such CauseExecutive. The following following, as determined in the Company’s reasonable discretion, shall constitute “Cause” Cause for termination: (i) Repeated or willful refusal, The Executive’s failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical duties and responsibilities to the Company or mental illness or impairment)any of its Affiliates that are consistent with Executive’s title and authorities; (ii) The Executive’s committing material breach of any act of fraudthe provisions of this Agreement or any other written agreement between the Executive and the Company or any of its Affiliates, embezzlement, resulting in material harm to the Company or theftany of its Affiliates; (iii) The Executive’s material violation breach of any fiduciary duty that the Company’s policiesExecutive has to the Company or any of its Affiliates; (iv) The Executive’s gross negligence, intentional misconduct or unethical or improper behavior by the Executive resulting in material harm to the business, interests or engagement in any acts that may interfere with the ability reputation of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its businessAffiliates; (v) The Executive’s breach of any non-disclosureintentional or willful failure to comply with applicable PACE, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement Medicare or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition Medicaid rules or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined by the Board (excluding the Executive)regulations; (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere failure to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere comply with the ability Company’s Code of the Company Conduct or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its businessCorporate Compliance Program; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result commission of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company felony or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliatesother crime involving moral turpitude; or (viii) The Executive’s commission of conduct involving fraud, embezzlement, sexual harassment, material breach misappropriation of property or other substantial misconduct with respect to the terms Company or any of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Companyits Affiliates. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described bases set forth in clauses (i), ) - (iii), (iv), (v) and (viiivi) above, shall not constitute a termination for Cause unless the Company shall have provided written notice to the Executive fails to cure and correct his conduct no later than fifteen (if capable of cure and correction) within thirty (3015) days after the Board first obtained actual knowledge of the Executive’s act or omission constituting Cause, setting forth in reasonable detail such noticeacts or omissions, and the Executive shall have failed to cure (III) the Company delivers to the Executive a copy extent capable of cure) such acts or omissions within fifteen (15) days following receipt of written notice. In the event of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder or liability to the ExecutiveExecutive under this Agreement, other than for any Final CompensationCompensation (excluding the Prior Year Bonus) due to the Executive. Other than business expenses described in Section 6(a)(iii), Final Compensation shall be paid to the Executive at the time prescribed by applicable law and in all events within thirty (30) days following the date of termination of employment.

By the Company for Cause. The Company may terminate the Executive’s employment Employment Period hereunder for Cause (as defined below) at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following following, as determined by the Board in its reasonable and good faith judgment, shall constitute “Cause” Cause for termination: : (i) Repeated conviction or willful refusalplea of nolo contendere in a court of law of (x) any felony or (y) any misdemeanor involving dishonesty, failure breach of trust, misappropriation or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical or mental illness or impairment); illegal narcotics, (ii) The Executive’s committing commission of any act of fraudinvolving theft, embezzlement, fraud, dishonesty or theft; moral turpitude or that otherwise impairs the reputation, goodwill or business of the Company, (iii) The Executive’s material violation breach of any of the Company’s policies; (iv) The Executive’s behavior material provisions of this Agreement or engagement in of any acts that may interfere with other material agreement between the ability of Executive and the Company or any of its affiliates to maintain a license to harvestAffiliates, cultivate(iv) demonstration of gross negligence, process, willful misconduct or sell cannabis dereliction of duty in the execution of his duties under this Agreement or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment his duty of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental loyalty to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, Affiliates that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is doneCompany, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) repeated and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, consistent failure to be heard before present at work or to perform his duties at a level consistent with his position with the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) aboveCompany. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall not have no any further obligation hereunder or liability to the Executive, other than for Final CompensationBase Salary earned and unpaid through the date of termination. Notwithstanding the foregoing, following written notice from the Board of Directors of any of the events described in (iii) or (v) above (such notice to set forth in reasonable detail the nature of the alleged breach or conduct): (x) the Executive shall have thirty (30) calendar days in which to cure the alleged breach or conduct, except where such breach or conduct by its nature may not be cured, and (y) if the Executive fails to cure, the Executive’s termination shall become effective on the 31st calendar day following such written notice.

By the Company for Cause. The Immediately upon written notice by the Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such a termination for Cause. The following shall constitute For purposes of this Agreement, “Cause” for termination: (i) Repeated or willful refusal, failure or neglect by shall mean the Executive to perform the material duties occurrence of his employment or to follow the directions any of the Board (other than by reason of the Executive’s physical or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlement, or theft; (iii) The Executive’s material violation of the Company’s policies; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliatesfollowing events, as determined by the Board in its sole and absolute discretion: (i) the failure of the Executive to perform material duties hereunder, including, without limitation, the failure of the Executive to devote not a less amount of the Executive’s business time devoted prior to the date of the Agreement of the Executive’s business time (excluding the Executive); (vi) The Executive’s conviction periods of a felony (including pleading guilty or nolo contendere to a felony) or commitment paid time off and other approved leaves of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwiseabsence) to the Company or its affiliates; or (viii) The performance of the Executive’s material breach duties with the Company, or comply with reasonable directions of the terms Board which, to the extent it is curable by the Executive, is not cured within ten (10) days after written notice thereof is given to the Executive by the Company, specifying in reasonable detail the manner in which the Executive has failed to perform such duties or comply with such directions; (ii) the Executive’s commission (including entry of this Agreement. For purposes a nolo contendere plea) of this provision, no an act or failure to act on the part of the Executive shall be considered "willful" unless it is doneacts constituting a felony, dishonesty or omitted to be done, by the Executive in bad faith disloyalty or without reasonable belief that fraud; (iii) the Executive's action ’s gross negligence or omission was in the best interests commission of the Company. Any an act, or failure to acttake action, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of which adversely affects the Company. Termination of ’s business or reputation; (iv) the Executive’s employment shall misappropriation or embezzlement of the property of the Company or its affiliates (whether or not be deemed to be for Cause unless and until a misdemeanor or felony); or (Iv) the Executive’s material breach, non-performance or non-observance of any Company has given policy or any term of this Agreement, including but not limited to the covenants contained in Section 9, or any other agreement to which the Executive and the Company are parties, which, to the extent it is curable by the Executive, is not cured within ten (10) days after written notice thereof is given to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final CompensationCompany.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice may be terminated by the Company prior to the Executive setting forth in reasonable detail expiration of the nature Term for “Cause.” For the purposes of such Cause. The following shall constitute this Agreement, “Cause” for termination: means (i) Repeated other than as a result of incapacity due to Executive’s Disability or willful refusalExecutive’s death, Executive’s failure or neglect by the Executive refusal to perform the material Executive’s duties of his employment or responsibilities or to follow the lawful directions of the CEO or the Board (other than by reason of the or Executive’s physical material breach of any of Executive’s duties and responsibilities under this Agreement or mental illness under the Company’s policies with respect to its employees or impairment); senior officers, in each case, after the Company provides Executive with written notice of such failure, refusal or breach and Executive fails to cure such failure, refusal or breach within 10 calendar days from the date of delivery of such notice to Executive; (ii) The Executive’s committing any act of fraud, embezzlementconviction by, or theft; entry of a plea of guilty or nolo contendere in, a court of competent jurisdiction for a felony, or any crime which, in the Company’s sole discretion, adversely affects the Company or its reputation in the community, or any crime which involves moral turpitude or is punishable by imprisonment; (iii) The Executive’s material violation commission of the Company’s policies; (iv) The Executive’s behavior an act of fraud or engagement in any acts that may interfere embezzlement with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental respect to the Company or any of its affiliates, as determined personal dishonesty by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of Executive with respect the Company or any of its affiliatesExecutive’s obligations to the Company; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a (iv) Executive’s violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result duty of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) loyalty to the Company or its affiliates; or (viii) The Executive’s material breach of Executive’s fiduciary duty to the terms of this Agreement. For purposes of this provision, no act Company; (v) Executive’s intentional or knowing failure to act on the part of the Executive shall be considered "willful" unless it is donecomply with, or omitted violation of, or causing the Company to be donefail to comply with or violate, any laws or regulations applicable to the Company, including, without limitation, federal or state securities laws and regulations issued by the Internal Revenue Service; (vi) Executive in bad faith becoming barred or without reasonable belief prohibited by the Securities and Exchange Commission or another governmental entity or a securities exchange or quotation system upon which the Company’s securities are traded from holding Executive’s position with the Company; or (vii) Executive’s use of illegal drugs or other illegal substances. In the event that Executive is terminated by the Executive's action or omission was in Company for Cause, the best interests of Company shall pay Executive the Standard Termination Benefits (as defined above), after deducting any amounts lawfully owing from Executive to the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and After such payments described in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Causepreceding sentence, the Company shall have no further obligation hereunder to Executive, except to the Executive, other than for Final Compensationextent that Executive may be entitled to exercise any vested stock options granted to Executive as contemplated in Exhibit A to this Agreement or otherwise (subject to the terms and conditions of applicable option plans and/or option agreements).

By the Company for Cause. The Company may terminate the Executive’s Employee's employment hereunder for Cause cause at any time upon notice to the Executive Employee setting forth in reasonable detail the nature of such Causecause. The following following, as determined by the Board of Directors in its reasonable judgment, shall constitute “Cause” "cause" for termination: (i1) Repeated or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions Employee's falsification of the Board (other than by reason of the Executive’s physical or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlement, or theft; (iii) The Executive’s material violation accounts of the Company’s policies; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability , embezzlement of funds of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental material dishonesty with respect to the Company or any of its affiliates, as determined by the Board (excluding the Executive);; or (vi2) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputationConviction of, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of to, a felony or other crime involving moral turpitude (it being understood that occurs solely as a result violation of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to motor vehicle code does not constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its businesscrime), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii3) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act Conduct engaged in or failure to act on the part of the Executive shall be considered "willful" unless it is done, action taken or omitted to be done, taken by the Executive Employee which is in bad faith or without reasonable belief that the Executive's action or omission was in the best interests material breach of the Company. Any act, or this Agreement; or (4) Material failure to actperform a substantial portion of Employee's duties and responsibilities hereunder, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel which failure continues for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within more than thirty (30) days after such notice, and (III) the Company delivers written notice given to the Executive Employee pursuant to a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board of Directors, such vote to set forth in reasonable detail the nature of such failure; or (excluding 5) Gross or willful misconduct of Employee' with respect to the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in Company or any of (i)-(viii) abovesubsidiary or affiliate thereof. Upon the giving of notice of termination of the Executive’s Employee's employment hereunder for Causecause, the Company shall have no further obligation hereunder or liability to the ExecutiveEmployee, other than the payment of salary earned and unpaid at the date of termination and the contribution by the Company to the cost of Employee's participation (subject to any required employee contribution by Employee under the terms of the applicable plans) in the Company's group medical and dental insurance plans as the same are in effect from time to time for Final Compensationso long as Employee is entitled to continue such participation under applicable law and plan terms.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following shall constitute For purposes of this Agreement, “Cause” for termination: shall be limited to: (i) Repeated or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical indictment, charge or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlementconviction of, or theft; plea of nolo contendere to, (iiiA) The Executive’s a felony or (B) any other crime involving fraud or material violation of the Company’s policies; financial dishonesty or (ivC) The Executive’s behavior any other crime involving moral turpitude that might be reasonably expected to, or engagement in any acts that may interfere with the ability of does, materially adversely affect the Company or any of its affiliates Affiliates, whether that effect is to maintain a license economics, to harvest, cultivate, process, reputation or sell cannabis or otherwise continue to operate its business; otherwise; (vii) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement gross negligence or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental gross misconduct with regard to the Company or any of its affiliatesAffiliates, as determined by which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the Board (excluding or its designee within the scope of the Executive); ’s duties hereunder which refusal or failure remains uncured or continues or recurs after sixty (vi60) The days’ notice from the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s conviction theft, fraud or any material act of a felony (including pleading guilty or nolo contendere financial dishonesty related to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliatesAffiliates; provided(v) the failure by the Executive to disclose any legal impediments to his employment by the Company or his breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., however, that for the avoidance his disclosure or use of doubt, no conviction or plea of nolo contendere proprietary confidential information of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability former employer on behalf of the Company or without such former employer’s consent); provided that Executive has been provided with written notification of any of its affiliates such failure or breach and has been given five (5) days to maintain a license present any mitigating, corrective or clarifying information to harvestthe Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, cultivate, process, non-competition and non-solicitation; or sell cannabis or otherwise continue to operate its business; (vii) The the Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms any other material provision of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" Agreement unless it is done, or omitted to be done, corrected by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests within sixty (60) days of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof written notification to the Executive specifying in reasonable detail of such breach. In the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable event of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Causetermination, the Company shall have make no further obligation hereunder payments to the Executive, Executive under this Agreement other than for provision of Final Compensation. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreement.

By the Company for Cause. The Company may may, by notice to Executive, terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following shall constitute As used herein, “Cause” for termination: shall mean (i) Repeated the conviction of Executive of a felony (other than a violation of a motor vehicle or willful refusalmoving violation law) or conviction of a misdemeanor if such misdemeanor involves moral turpitude; or (ii) Executive’s voluntary engagement in conduct constituting larceny, failure embezzlement, conversion or neglect by any other act involving the Executive to perform misappropriation of any Group Company funds in the material duties course of his employment employment; or (iii) Executive’s willful refusal (following written notice) to follow the carry out specific directions of the Board (other than by reason Board, the managing member of the Executive’s physical Company or mental illness the board of directors or impairment); managing member, as applicable, of any other Group Company of which Executive is an officer, which directions shall be consistent with the provisions hereof; or (iiiv) The Executive’s committing any act of fraud, embezzlement, gross negligence or theft; intentional misconduct in the performance or non-performance of his duties hereunder; or (iiiv) The Executive’s any material violation breach by Executive of any material provision of this Agreement (other than for reasons related only to the Company’s policies; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability business performance of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined business results achieved by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provisionSection 4(c), no act or failure to act on the Executive’s part of the Executive shall be considered "willful" unless it is to be reason for termination for Cause if done, or omitted to be done, by the Executive in bad good faith or without and with the reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by Upon the Board or on the advice termination of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder pay to Executive (x) his Base Salary accrued through the Executiveeffective date of termination, other than for Final Compensationpayable at the time such payment is otherwise due and payable hereunder, and (y) the Accrued Rights, and Executive shall not be entitled to any severance payments.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause (as defined below) at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following following, as determined by the Board in its reasonable and good faith judgment, shall constitute “Cause” Cause for termination: : (i) Repeated conviction or willful refusalplea of nolo contendere in a court of law of (x) any felony or (y) any misdemeanor involving dishonesty, failure breach of trust, misappropriation or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical or mental illness or impairment); illegal narcotics, (ii) The Executive’s committing commission of any act of fraudinvolving theft, embezzlement, fraud, intentional dishonesty or theft; moral turpitude or that otherwise impairs the reputation, goodwill or business of the Company, (iii) The Executive’s material violation breach of any of the Company’s policies; (iv) The Executive’s behavior material provisions of this Agreement or engagement in of any acts that may interfere with other material agreement between the ability of Executive and the Company or any of its affiliates Affiliates, which breach is not cured within thirty (30) days of notice to maintain a license to harvestExecutive; or (iv) demonstration of gross negligence, cultivate, process, willful misconduct or sell cannabis dereliction of duty in the execution of his duties under this Agreement or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment his duty of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental loyalty to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, Affiliates that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall not have no any further obligation hereunder or liability to the Executive, other than for Final CompensationBase Salary earned and unpaid through the date of termination. Any unvested Stock Options shall be forfeited and vested Stock Options not exercised prior to termination shall expire and no longer be exercisable.

By the Company for Cause. The employment of the Executive may be terminated by the Company may terminate the Executive’s employment hereunder for Cause (as defined below) at any time time, effective upon written notice to the Executive setting forth in reasonable detail specifying the nature of such event(s) or circumstance(s) constituting Cause. The following shall constitute For purposes hereof, the term “Cause” for termination: shall mean the Executive’s: (i1) Repeated or willful refusal, failure or neglect substantial refusal to perform duties and responsibilities of his job as required by the Executive Board, other than due to perform the material duties Executive’s incapacity due to physical or mental illness, which non-performance has continued for thirty (30) days following the Executive’s receipt of his employment or to follow the directions of written notice from the Board of such non-performance; (2) material violation of any fiduciary duty or duty of loyalty owed to the Company Group that has a material adverse effect on the Company Group; (3) conviction of a misdemeanor (other than by reason a traffic offense) involving moral turpitude or felony, in each case, other than Limited Vicarious Liability (as defined below); (4) any willful act or omission constituting fraud, embezzlement or theft; (5) violation of a material rule or policy of the Company Group, which violation is not cured within ten (10) days following the Executive’s physical receipt of written notice from the Board of such violation; or mental illness (6) unauthorized disclosure of any trade secret or impairment); (ii) The Executive’s committing any act of fraud, embezzlement, or theft; (iii) The Executive’s material violation of the Company’s policies; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability confidential information of the Company Group. No action or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry inaction shall be deemed to constitute “Cause”, so long treated as (A) the acts, omissions, conduct willful unless done or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive done in bad faith or and without a reasonable belief that the Executive's action or omission it was in the best interests of the CompanyCompany Group. Any actPoor performance shall not in and of itself constitute Cause. Cause shall not occur as a result of actions or inactions based upon directions from the Board. For purposes of this Section 6.03, or failure to act“Limited Vicarious Liability” shall mean any liability, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel other than liability for the Company shall be conclusively presumed to be done, or omitted to be done, omissions by the Executive for which he has a duty under which he has disregarded in gross neglect, which is (A) based on acts of the Company Group for which the Executive is responsible solely as a result of his office(s) with the Company Group and (B) provided that (x) he was not directly involved in such acts and either had no prior knowledge of such intended actions or promptly acted reasonably and in good faith and in to attempt to prevent the best interests of the Company. Termination of the Executive’s employment shall acts causing such liability or (y) he did not be deemed have a reasonable basis to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after believe that a law was being violated by such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final Compensationacts.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause (as defined below) at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following following, as determined by the Board in its reasonable and good faith judgment, shall constitute “Cause” Cause for termination: : (i) Repeated conviction or willful refusalplea of nolo contendere in a court of law of (x) any felony or (y) any misdemeanor involving dishonesty, failure breach of trust, misappropriation or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical or mental illness or impairment); illegal narcotics, (ii) The Executive’s committing commission of any act of fraudinvolving theft, embezzlement, fraud, intentional dishonesty or theft; moral turpitude or that otherwise impairs the reputation, goodwill or business of the Company, (iii) The Executive’s material violation xxxxxx of any of the Company’s policies; (iv) The Executive’s behavior material provisions of this Agreement or engagement in of any acts that may interfere with other material agreement between the ability of Executive and the Company or any of its affiliates Affiliates, which breach is not cured within thirty (30) days of notice to maintain a license to harvestExecutive; (iv) demonstration of gross negligence, cultivate, process, willful misconduct or sell cannabis dereliction of duty in the execution of his duties under this Agreement or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment his duty of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental loyalty to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, Affiliates that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall not have no any further obligation hereunder or liability to the Executive, other than for Final CompensationBase Salary earned and unpaid through the date of termination. Any unvested Stock Options shall be forfeited and vested Stock Options not exercised prior to termination shall expire and no longer be exercisable.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause (as defined below) at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following following, as determined by the Board in its reasonable and good faith judgment, shall constitute “Cause” Cause for termination: : (i) Repeated conviction or willful refusalplea of nolo contendere in a court of law of (x) any felony or (y) any misdemeanor involving dishonesty, failure breach of trust, misappropriation or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical or mental illness or impairment); illegal narcotics, (ii) The Executive’s committing commission of any act of fraudinvolving theft, embezzlement, fraud, dishonesty or theft; moral turpitude or that otherwise impairs the reputation, goodwill or business of the Company, (iii) The Executive’s material violation breach of any of the Company’s policies; (iv) The Executive’s behavior material provisions of this Agreement or engagement in of any acts that may interfere with other material agreement between the ability of Executive and the Company or any of its affiliates to maintain a license to harvestAffiliates, cultivate(iv) demonstration of gross negligence, process, willful misconduct or sell cannabis dereliction of duty in the execution of his duties under this Agreement or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment his duty of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental loyalty to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment Affiliates that is materially injurious to the reputationCompany, the business or (v) repeated and consistent failure to be present at work or to perform his duties at a business relationship of level consistent with his position with the Company or any of its affiliates; provided, however, that for as directed by the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconductBoard, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel continues for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within more than thirty (30) days after such notice, and (III) the Company delivers notice given to the Executive a copy Executive, such notice to set forth in reasonable detail the nature of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) abovesuch failure. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall not have no any further obligation hereunder or liability to the Executive, other than for Final CompensationBase Salary earned and unpaid through the date of termination. Any unvested Stock Options shall be forfeited and vested Stock Options not exercised prior to termination shall expire and no longer be exercisable.

By the Company for Cause. The (i) At any time during the Employment Period, the Company may terminate this Agreement and the Executive’s 's employment hereunder for Cause at any time Cause. Such termination shall be effective immediately upon notice to the Executive setting forth in reasonable detail Executive, subject to the nature provisions of such Causethis Section 9(d)(i) and Section 9(d)(iii). The following shall constitute “Cause” for termination: as used in this Agreement (iand with respect to any other arrangement (including, without limitation, any option, RSU or other equity-based arrangement) Repeated with the Company or its affiliates) shall mean: (a) the willful refusal, and continued failure or neglect by of the Executive to perform his duties and responsibilities for the material duties of his employment Company (other than any such failure resulting from Executive's death or to follow the directions Disability) or lawful directives of the Board (other than by reason of the related to Executive’s physical or mental illness or impairment); (ii) The Executive’s committing any act of fraudduties pursuant to this Agreement, embezzlement, or theft; (iii) The Executive’s material violation of the Company’s policies; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability of the Company or any of its affiliates to maintain after a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined written demand by the Board for performance is delivered to the Executive by the Company, which identifies with reasonable specificity the manner in which the Board believes that the Executive has not performed his duties and responsibilities, which willful and continued failure is not cured by the Executive within thirty (excluding 30) days of his receipt of such written demand; (b) the Executive); (vi) The Executive’s conviction of, or plea of a felony (including pleading guilty or nolo contendere to a felony; (c) faithless conduct or commitment the breach of other acts causing a fiduciary duty; (d) gross negligence or willful misconduct in the performance of Executive’s material detriment to duties; (e) breach of Section 10 of this Agreement, (f) an intentional or grossly negligent breach of the reputationNon-Disclosure and Non-Solicitation Agreement then in effect, the business current form of which is annexed as Exhibit C (the “NDA”) which results or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a could reasonably be expected to result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) material harm to the Company or its affiliatesXpresSpa; or (viiig) The Executivea material violation of Company’s material breach of the terms of this Agreement. For purposes of this provisionor XpressSpa’s policies, no act or failure which policies and procedures have previously been disclosed to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad writing; or (h) a good faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted finding by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described (A) (1) fraud, (2) dishonesty or faithless conduct, or (3) gross negligence, in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder each case related to the ExecutiveCompany, other than for Final Compensationor (B) criminal misconduct which (1) constitutes a felony or a crime of moral turpitude or (2) results or could reasonably be expected to result in harm to the Company.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon may be terminated immediately by the Board by written notice to the Executive setting forth in reasonable detail specifying the nature event(s) relied upon for such termination upon the occurrence of such Cause. The any of the following events (each of which shall constitute “Cause” for termination:): (i) Repeated or willful refusal, the continued failure or neglect by the Executive to substantially perform the material his duties of his employment or to follow the directions of the Board (other than by reason as a result of the Executive’s total or partial incapacity due to physical or mental illness or impairment)illness) after written notice and failure to cure within ten (10) days; (ii) The Executive’s committing any act of fraudengaging in misconduct which is materially injurious to the Company or the Bank, embezzlement, monetarily or theftotherwise; (iii) The Executive’s material violation engaging in an act constituting a felony, a misdemeanor involving the Company or any subsidiary or affiliate of the Company’s policies, including the Bank, or a misdemeanor that results in material and demonstrable harm to the business reputation of the Company or the Bank; (iv) The engaging in fraud, misappropriation, dishonesty, embezzlement or similar conduct by the Executive’s behavior or engagement in any acts that may interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation engaging in conduct that is not otherwise detrimental to brings the Company or the Bank or any subsidiary or affiliate of its affiliates, as determined by the Board (excluding Company or the Executive)Bank into public disgrace or disrepute; (vi) The Executive’s conviction the breach by the Executive of a felony (including pleading guilty any of his obligations under this Agreement or nolo contendere to a felony) or commitment of any other acts causing a material detriment to the reputation, the business or a business relationship of agreement between the Company or any of its affiliates; providedthe Bank, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvestsubsidiary or affiliate thereof, cultivate, process, or sell cannabis or otherwise continue to operate its business;and the Executive; or (vii) The Executive’s willful engagement in dishonestymalfeasance, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business)willful misconduct, or gross misconduct, which negligence in each case is materially injurious (monetarily or otherwise) to the performing Company or its affiliates; or Bank policies or procedures after written notice and failure to cure within ten (viii10) The days. If the Executive’s material breach of the terms of employment is terminated under this Agreement. For purposes of this provisionSection 8(d), no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted entitled to receive all Base Salary and benefits to be done, by the Executive in bad faith paid or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof provided to the Executive specifying in reasonable detail under this Agreement through the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable Date of cure and correction) Termination. The accrued Base Salary shall be paid within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, Date of Termination (with the payment date determined by the Company or the Bank in its sole discretion). All outstanding stock options, restricted stock, restricted stock units and any other vested equity incentives held by the Executive as of the Date of Termination shall remain exercisable solely in accordance with the terms of the stock option agreements, restricted stock agreements or other award agreements to which the Company and the Executive are parties on the Date of Termination. All unvested equity incentives shall terminate on the Date of Termination for Cause and Executive shall have no further obligation hereunder to the Executive, other than for Final Compensationrights with respect thereto.

By the Company for Cause. The Company (a) Upon approval of a majority of the Board, the Board may terminate the Executive’s employment hereunder and this Agreement for Cause (as defined below) at any time upon notice during the Term hereof. The Board and/or Company shall thereafter have no further obligation or liability to Executive relating to Executive’s employment or this agreement, other than Base Salary, any bonus pursuant to Section 4.2 and vacation, each to the Executive setting forth in reasonable detail extent earned but unpaid through the nature date of such Cause. The termination. (b) Any one or more of the following events or conditions shall constitute “Cause” for termination: : (i) Repeated or willful refusalthe substantial, continuing and knowing failure or neglect by the of Executive to perform render services to the material duties Company or any Related Company in accordance with the terms or requirements of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical or mental illness or impairment); employment; (ii) The Executive’s committing any act of fraudgross negligence, embezzlementwillful misconduct, or theft; breach of fiduciary duty to the Company or any Related Company, or disloyalty or dishonesty (which disloyalty or dishonesty results in direct or indirect material loss, damage or injury to the Company or any Related Company); (iii) The Executive’s material violation the commission of the Company’s policies; an act of embezzlement or fraud; (iv) The Executive’s behavior deliberate disregard of the rules or engagement in any acts that may interfere with the ability policies of the Company or any of its affiliates to maintain a license to harvestRelated Company that results in direct or indirect material loss, cultivate, process, damage or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental injury to the Company or any Related Company; (v) the unauthorized disclosure of its affiliates, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty any trade secret or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship confidential information of the Company or any Related Company which results in direct or indirect material loss, damage or injury to the Company or any Related Company; (vi) the commission of its affiliatesan act which knowingly or intentionally constitutes unfair competition with the Company or any Related Company or which knowingly or intentionally induces any customer or supplier to breach a contract with the Company or any Related Company; or (vii) material breach of this Agreement or breach of the Non-competition Agreement or the Confidential Information Agreement (as defined in Section 9). Notwithstanding the foregoing, Cause shall not occur pursuant to provision 5.2(b)(i) above or pursuant to provision 5.2(b)(vii) above (but in the case of provision 5.2(b)(vii), only with respect to material breaches of this Agreement and not the other referenced agreements), unless Executive fails, within 30 days after receipt of written notice from the Company specifying the event or condition giving rise to Cause, to cure such event or condition, if capable of cure, provided, however, that for the avoidance of doubt, no conviction if such event or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere condition is not likely to interfere with the ability capable of the Company or any of its affiliates to maintain cure without a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, undertaking by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment said notice shall not be deemed to required and the termination hereof shall not be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within delayed by any such thirty (30) day period. Notwithstanding the foregoing, Cause shall not occur pursuant to provision 5.2(b)(ii) with respect to gross negligence, willful misconduct or breach of fiduciary duty, due to unintentional acts or omissions, unless Executive fails, within 30 days after such notice, and (III) receipt of written notice from the Company delivers specifying the event or condition giving rise to the Executive Cause, to cure such event or condition, if capable of cure, provided, however, that if such event or condition is not capable of cure without a copy of a resolution duly adopted material undertaking by the affirmative vote of Company, said notice shall not less than two-thirds be required and the termination hereof shall not be delayed by any such thirty (2/330) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final Compensationday period.

By the Company for Cause. The Company may terminate the If Executive’s employment hereunder is terminated by the Company for Cause (as defined below), then the Company shall pay to Executive (x) her then current annual base salary (“Base Salary”) accrued through the effective date of termination, payable at any the time upon notice such payment is otherwise due and payable and (y) all other amounts and benefits to which Executive is entitled, including, without limitation, vacation pay and expense reimbursement amounts accrued to the effective date of termination and amounts and benefits owing under the terms of any benefit plan of Xxxxxx Xxxxxxxx or any of its direct or indirect subsidiaries (including, without limitation, the Company) (each, a “Group Company”) in which Executive setting forth in reasonable detail the nature of such Causeparticipates and Executive shall not be entitled to any severance payments. The following shall constitute As used herein, “Cause” for termination: shall mean (i) Repeated the conviction of Executive of a felony (other than a violation of a motor vehicle or moving violation law) or conviction of a misdemeanor if such misdemeanor involves moral turpitude; or (ii) Executive’s voluntary engagement in conduct constituting larceny, embezzlement, conversion or any other act involving the misappropriation of funds of any Group Company in the course of Executive’s employment; or (iii) the willful refusal, failure or neglect by the Executive refusal (following written notice) to perform the material duties of his employment or to follow the carry out specific directions of the Board (other than by reason Board, the managing member of the Executive’s physical Company or mental illness the board of directors or impairment); managing member, as applicable, of any other Group Company of which Executive is an officer, which directions shall be consistent with the provisions hereof; or (iiiv) The Executive’s committing any act of fraud, embezzlement, gross negligence or theft; (iii) The intentional misconduct in the performance or non-performance of Executive’s material violation duties as an employee of the Company’s policies; ; or (ivv) The Executive’s behavior or engagement in any acts that may interfere with material breach by Executive of any material provision of this Agreement (other than for reasons related only to the ability business performance of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined business results achieved by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provisionSections 2(c) and (d), no act or failure to act on the Executive’s part of the Executive shall be considered "willful" unless it is to be Cause if done, or omitted to be done, by the Executive in bad good faith or without and with the reasonable belief that the Executive's action or omission was in the best interests of the relevant Group Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final Compensation.

By the Company for Cause. The Company may terminate the If Executive’s employment hereunder is terminated by the Company for Cause (as defined below), then the Company shall pay to Executive (x) his then current annual base salary (“Base Salary”) accrued through the effective date of termination, payable at any the time upon notice such payment is otherwise due and payable and (y) all other amounts and benefits to which Executive is entitled, including, without limitation, vacation pay and expense reimbursement amounts accrued to the effective date of termination and amounts and benefits owing under the terms of any benefit plan of any Group Company in which Executive setting forth in reasonable detail the nature of such Causeparticipates and Executive shall not be entitled to any severance payments. The following shall constitute As used herein, “Cause” for termination: shall mean (i) Repeated the conviction of Executive of a felony (other than a violation of a motor vehicle or moving violation law) or conviction of a misdemeanor if such misdemeanor involves moral turpitude; or (ii) Executive’s voluntary engagement in conduct constituting larceny, embezzlement, conversion or any other act involving the misappropriation of funds of any Group Company in the course of Executive’s employment; or (iii) the willful refusal, failure or neglect by the Executive refusal (following written notice) to perform the material duties of his employment or to follow the carry out specific directions of the Board (other than by reason Board, the managing member of the Executive’s physical Company or mental illness the board of directors or impairment); managing member, as applicable, of any other Group Company of which Executive is an officer, which directions shall be consistent with the provisions hereof; or (iiiv) The Executive’s committing any act of fraud, embezzlement, gross negligence or theft; (iii) The intentional misconduct in the performance or non-performance of Executive’s material violation duties as an employee of the Company’s policies; ; or (ivv) The Executive’s behavior or engagement in any acts that may interfere with material breach by Executive of any material provision of this Agreement (other than for reasons related only to the ability business performance of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined business results achieved by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provisionSections 2(c) and (d), no act or failure to act on the Executive’s part of the Executive shall be considered "willful" unless it is to be Cause if done, or omitted to be done, by the Executive in bad good faith or without and with the reasonable belief that the Executive's action or omission was in the best interests of the relevant Group Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final Compensation.

By the Company for Cause. (i) The Company may shall have the right, before the expiration of the term of her Agreement, to terminate the Executive’s 's employment hereunder and to discharge Executive for Cause at any time cause (hereinafter "Cause"), and all compensation to Executive shall cease to accrue upon notice discharge of Executive for Cause. For the purposes of her Agreement, the term "Cause" shall mean (a) Executive's conviction of a felony; (b) the alcoholism or drug addiction of Executive which impairs her ability to perform her duties in the determination of the Chief Executive Officer; (c) the continued and willful failure by Executive to substantially and materially perform her material duties hereunder or the refusal or failure by Employee to adhere to the Company's employment policies, including, without limitation, policies regarding sexual harassment, discrimination or the federal and state securities laws, after a reasonable notice and an opportunity to cure same if such refusal or failure may be cured; (d) an act or acts of personal dishonesty by Executive setting forth intended to result in reasonable detail personal enrichment of Executive at the nature of such Cause. The following shall constitute “Cause” for termination: (i) Repeated or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlement, or theft; (iii) The Executive’s material violation expense of the Company’s policies; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability of , the Company or any of its their subsidiaries or affiliates to maintain a license to harvest, cultivate, process, or sell cannabis any other material breach or otherwise continue to operate its business; (v) The violation of Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental 's fiduciary duty owed to the Company Company, Broker Dealer Subsidiary or any of its their subsidiaries or affiliates; (e) any grossly negligent act or omission or any willful and deliberate misconduct by Executive that results, as determined or is likely to result, in material economic, or other harm, to the Company, Broker Dealer Subsidiary or any of their subsidiaries or affiliates; (f) an action taken by a governmental, regulatory body or self regulatory organization that substantially impairs the Executive from performing her duties; or (g) refusal by Executive to assist the Company, at the request of the Board of Directors, in any investigation or other proceeding (whether formal or informal) which is commenced by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputationDirectors, the business or a business relationship of the Company or any of its affiliates; providedgovernmental, however, that for the avoidance of doubt, no conviction regulatory body or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final Compensationself regulatory organization.

By the Company for Cause. The Company may suspend or terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following shall constitute “Cause” for termination: (i) Repeated or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlement, or theft; (iii) The Executive’s material violation of the Company’s policies; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered for "willfulCause" unless it is done, or omitted to be done, by (defined below). Following termination of employment of the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder obligations under this Agreement. "Cause" shall be determined in the Company's sole discretion, and shall include but not be limited to: (1) dishonesty or other acts that adversely affect the Company; (2) a violation of the Company's policies or practices that justifies immediate termination; (3) arrest or conviction (including a plea of "no contest" or nolo contendere) of a felony or of any crime involving moral turpitude, embezzlement, misappropriation, fraud or misrepresentation (whether or not related to the Executive's employment with the Company); (4) the commission by the Executive of any act that could reasonably be expected to injure the reputation, business, or business relationships of the Company; (5) any material breach of this Agreement; (6) failure or refusal to follow a lawful, job-related instruction issued by the Company's CEO or the XXXX or Audit Committees of the Boards of Directors; (7) use, possession, or being under the influence of illegal drugs on Company premises or at any Company-related event; (8) misappropriation of the Company's assets, theft, or embezzlement; (9) continued and excessive absences or tardiness (not including authorized leaves of absence under the Family and Medical Leave Act or absences that are a result of a reasonable accommodation offered by the Company under the ADA); (10) providing false or misleading information on Employment Application, or other than for Final CompensationCompany-related documentation; (11) failure to cooperate in an internal investigation conducted by the Company or its representatives; (12) a violation of the Company's Code of Ethics; (13) breach of fiduciary duties and responsibilities as Chief Compliance Officer; and (14) the Executive's willful and knowing violation of any rules or regulations of any governmental or regulatory body, which is reasonably likely to be materially injurious to the interest of the Company or affiliate of the Company.

By the Company for Cause. The Company may terminate the Executive’s 's employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following shall constitute For purposes of this Agreement, “Cause” for termination: shall be limited to: (i) Repeated Executive's indictment, charge or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlementconviction of, or theft; plea of nolo contendere to, (iiiA) The Executive’s a felony or (B) any other crime involving fraud or material violation of the Company’s policies; financial dishonesty or (ivC) The Executive’s behavior any other crime involving moral turpitude that might be reasonably expected to, or engagement in any acts that may interfere with the ability of does, materially adversely affect the Company or any of its affiliates Affiliates, whether that effect is to maintain a license economics, to harvest, cultivate, process, reputation or sell cannabis otherwise; (ii) Executive's gross negligence or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental willful misconduct with regard to the Company or any of its affiliatesAffiliates, as determined by which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive's refusal or willful failure to substantially perform the duties or to follow a material lawful written directive of the CEO or the Board (excluding within the scope of the Executive); ’s duties hereunder which refusal or failure remains uncured or continues thirty (vi30) The days after written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s conviction 's theft, fraud or any material act of a felony (including pleading guilty or nolo contendere financial dishonesty related to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliatesAffiliates; provided(v) the failure by the Executive to disclose any legal impediments to the employment by the Company or breach of any of the obligations to a former employer in connection with the employment by the Company (e.g., however, that for the avoidance disclosure or use of doubt, no conviction or plea of nolo contendere proprietary confidential information of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability former employer on behalf of the Company or without such former employer’s consent); provided that Executive has been provided with written notification of any of its affiliates such failure or breach and has been given five (5) days to maintain a license present any mitigating, corrective or clarifying information to harvestthe CEO or the Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, cultivate, process, non-competition and non-solicitation; or sell cannabis or otherwise continue to operate its business; (vii) The the Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms any other material provision of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" Agreement unless it is done, or omitted to be done, corrected by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) of the Company delivers Company’s written notification to the Executive a copy of a resolution duly adopted by such breach. In the affirmative vote event of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Causesuch termination, the Company shall have no further obligation hereunder to the Executive, Executive under this Agreement other than for provision of Final Compensation. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following following, as determined by the Board in its reasonable judgment, shall constitute “Cause” for termination: (i) Repeated The Executive’s willful failure to perform, or willful refusalgross negligence in the performance of, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical material duties and responsibilities to the Company or mental illness any of its Affiliates that, if capable of cure, is not cured within thirty (30) days of written notice of such failure or impairment)negligence by the Company to the Executive; provided, that the Company will not have to provide more than one notice and opportunity to cure with respect to any multiple, repeated, related or substantially similar events or circumstances; (ii) The Executive’s committing any act of Conduct by the Executive that constitutes fraud, embezzlement, embezzlement or theftother material dishonesty with respect to the Company or any of its Affiliates; (iii) The Executive’s material violation commission of, or plea of the Company’s policiesnolo contendere to, a felony or crime involving moral turpitude; (iv) The Executive’s behavior or engagement in violation of any acts that may interfere with law applicable to the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its businessCompany; (v) The Executive’s engagement in any conduct or omission which could reasonably be expected to, or which does cause, the Company or any of its Affiliates public disgrace, disrepute or economic harm; or (vi) The Executive’s material breach of this Agreement, any non-disclosurematerial written policies of the Company, non-disparagement, non-competition, non-solicitation, assignment or any other agreement between the Executive and the Company or any of inventions agreement its Affiliates or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation fiduciary duty that is not otherwise detrimental the Executive has to the Company or any of its affiliatesAffiliates that, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) cure, is not cured within thirty (30) days after of written notice of such notice, and (III) breach by the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity; provided, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in Company will not have to provide more than one notice and opportunity to cure with respect to any of (i)-(viii) abovemultiple, repeated, related or substantially similar events or circumstances. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder or liability to the Executive, other than for the Final CompensationCompensation due to the Executive. Other than business expenses described in Section 5(a)(ii), the Final Compensation shall be paid to the Executive at the time prescribed by applicable law and in all events within thirty (30) days following the Termination Date.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following shall constitute For purposes of this Agreement, “Cause” for termination: shall be limited to: (i) Repeated or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical indictment, charge or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlementconviction of, or theft; plea of nolo contendere to, (iiiA) The Executive’s a felony or (B) any other crime involving fraud or material violation of the Company’s policies; financial dishonesty or (ivC) The Executive’s behavior any other crime involving moral turpitude that might be reasonably expected to, or engagement in any acts that may interfere with the ability of does, materially adversely affect the Company or any of its affiliates Affiliates, whether that effect is to maintain a license economics, to harvest, cultivate, process, reputation or sell cannabis or otherwise continue to operate its business; otherwise; (vii) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement gross negligence or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental willful misconduct with regard to the Company or any of its affiliatesAffiliates, as determined by including but not limited to its Immediate Affiliates, which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform her duties or to follow a material lawful written directive of the CEO or the Board (excluding or its designee within the scope of the Executive); ’s duties hereunder which refusal or failure remains uncured or continues twenty (vi20) The days after written notice from the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s conviction theft, fraud or any material act of a felony (including pleading guilty or nolo contendere financial dishonesty related to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliatesAffiliates; provided(v) the failure by the Executive to disclose any legal impediments to her employment by the Company or her breach of any of her obligations to a former employer in connection with her employment by the Company (e.g., however, that for the avoidance her disclosure or use of doubt, no conviction or plea of nolo contendere proprietary confidential information of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability former employer on behalf of the Company or without such former employer’s consent); provided that Executive has been provided with written notification of any of its affiliates such failure or breach and has been given five (5) days to maintain a license present any mitigating, corrective or clarifying information to harvestthe Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, cultivate, process, non-competition and non-solicitation; or sell cannabis or otherwise continue to operate its business; (vii) The the Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms any other material provision of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" Agreement unless it is done, or omitted to be done, corrected by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests within twenty (20) days of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof written notification to the Executive specifying in reasonable detail of such breach. In the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable event of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Causetermination, the Company shall have no further obligation hereunder to the Executive, Executive under this Agreement other than for provision of Final Compensation. Any equity in the LLC held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Unit Certificate, the Plan and the LLC Agreement, as applicable.

By the Company for Cause. (1) The Company may terminate the Executive’s 's employment hereunder for Cause at ("Cause") any time upon written notice to the Executive setting forth in reasonable detail the nature of such Cause. The following following, as determined by the Board in its reasonable judgment, shall each constitute “Cause” Cause for termination: (i) Repeated or willful refusala material breach of this Agreement by Executive (not otherwise listed in (ii) through (ix) below, failure or neglect by for which no cure period shall be provided unless otherwise specified) which is not cured within thirty (30) days after written notice to Executive from the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical or mental illness or impairment)Compensation Committee; (ii) The Executive’s committing any act 's willful and repeated failure to comply with the lawful directives of fraud, embezzlement, the Board or theftthe Company's Certificate of Incorporation or By-laws; (iii) The Executive’s material violation gross negligence or willful misconduct by Executive in the performance of the Company’s policieshis duties hereunder; (iv) The Executive’s behavior the commission by Executive of an act (including, but not limited to, a felony or engagement a crime involving moral turpitude) causing material harm to the standing and reputation of the Company or its Subsidiaries, as determined in any acts that may interfere good faith by the Board; (v) misappropriation, breach of trust or fraudulent conduct by Executive with respect to the ability assets or operations of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined by the Board (excluding the Executive)Subsidiaries; (vi) The Executive’s conviction the use by Executive of alcohol or drugs (not including the medicinal use of drugs in accordance with the prescription of a felony physician to treat disease, heal or relieve pain) to an extent that, in the good faith determination of the Board, materially interferes with the performance by Executive of his responsibilities under this Agreement and which continues after notice from the Board; (including pleading guilty vii) the repeated threat of Executive to cause, or nolo contendere to a felony) or commitment of other acts causing a material detriment the actual occurrence of, damage to the reputation, the business or a business relationship relations of the Company or any of its affiliates; providedSubsidiaries with customers, howeversuppliers, that for lenders, advisors or employees which damage is materially adverse to the avoidance of doubt, no conviction business or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability operations of the Company or any of its affiliates to maintain Subsidiaries, and which threat is not terminated or which damage is not cured following ten (10) days written notice from the Board (provided, however, that the utilization by the Executive of the dispute resolution procedures in this Agreement shall not, by itself, constitute a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its businessviolation of this provision); (viiviii) The unauthorized absence from work (unless resulting from Executive’s willful engagement in dishonesty, illegal conduct 's disability) which continues after notice from the Board and materially interferes with the performance by Executive of his responsibilities under this Agreement; or (other than solely as a result of a ix) deliberate or intentional violation of U.S. federal law concerning cannabis applicable laws, rules or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) regulations relating to the Company or its affiliates; orbusiness, including violation of employment discrimination or harassment laws, rules or regulations. (viii2) The Executive’s material breach of the terms of this Agreement. For purposes of this provisionSection 5(c), no act act, or failure to act on the part of the Executive act, shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act. (3) Notwithstanding the foregoing, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be have been terminated for Cause unless and until (I) the Company has given there shall have been delivered to him a notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such noticetermination, and (III) the Company delivers to the Executive a copy of a resolution duly adopted such termination shall have been approved by the affirmative vote of not less than two-thirds of the members of the Board of Directors (2/3not including the Executive) at a meeting of the Board (excluding the Executive) (after reasonable notice to the Executive is given and an opportunityopportunity for him, together with counsel, to be heard before the Board)Board of Directors) finding that, finding in the good faith that opinion of the Board of Directors, the above standard of termination for Cause was met in such case. Effective upon a termination for Cause, the Executive has engaged in shall be deemed to have resigned as a member of the conduct described in any Board of Directors. (i)-(viii4) above. Upon the giving of notice of termination of the Executive’s 's employment hereunder for CauseCause following the determination of the Board under the preceding subsection (3), the Company shall have no further obligation hereunder or liability to the Executive, other than for Final Compensationany Base Amount earned and unpaid at the date of termination, and payments or reimbursement of business expenses accrued prior to the date of termination.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon by providing Executive written notice of its intent to the Executive setting terminate him for Cause which sets forth in reasonable detail the nature of such Cause. The following shall constitute “Cause” for termination: (i) Repeated or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlement, or theft; (iii) The Executive’s material violation of the Company’s policies; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability of the Company or any of its affiliates to maintain basis for such termination. Such termination shall not be a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provisionAgreement, no act or Cause shall mean: (a) Executive’s continued failure to perform his duties with the Company (other than any such failure resulting from his incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to Executive which identifies the manner in which the Board believes that Executive has not performed his duties; (b) Executive’s indictment (or equivalent under applicable law) with respect to, conviction of, or plea of guilty or nolo contendere to, a felony or any other comparable crime under applicable law or Executive’s incarceration with respect to any crime; (c) Executive’s commission of any act on of theft, embezzlement or misappropriation against the part Company or any other act which in the reasonable opinion of the Board would prevent him from effectively performing his duties hereunder; (d) Executive’s misconduct, gross neglect or malfeasance in the performance of the services contemplated hereunder where such conduct causes or has the likelihood of causing economic or reputational harm to the Company; (e) Executive’s material breach of this Agreement or Executive’s willful misconduct or unethical behavior related to Executive’s duties hereunder or insubordination by Executive; (f) Executive’s breach of any written or otherwise known Company policy or standard of conduct including, without limitation, sexual or other harassment by Executive shall be considered "willful" unless it is doneor Executive’s use of illegal drugs or abuse of alcohol or legally prescribed drugs; and/or (g) Breach of a representation made by Executive hereunder, or omitted to be doneincluding, by without limitation, the Executive representations in bad faith or without Section 15 of this Agreement. If the Board has reasonable belief that the Executive's action or omission was in the best interests Executive has committed any of the Companyacts described above, it may suspend Executive (with or without pay) while it investigates whether it has or could have Cause to terminate Executive. Any actThe Company may terminate Executive for Cause prior to the completion of its investigation; provided, or failure to actthat, based on authority given pursuant to a resolution duly adopted by if it is ultimately determined that Executive has not committed an act which would constitute Cause, Executive, at the Board or on option of the advice of counsel for the Company Board, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests reinstated effective as of the Company. Termination date of the Executive’s employment suspension or shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “treated as if he were terminated without Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final Compensation.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon thirty (30) days’ prior written notice to the Executive setting forth in reasonable detail the nature of such Cause, including any act or failure to act that is the basis for the decision to terminate. The following following, as determined by the Board in its reasonable judgment, shall constitute “Cause” for termination: (i) Repeated or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the The Executive’s physical conviction of (or mental illness pleading nolo contendere to) a crime of moral turpitude, breach of trust or impairment)unethical business conduct, or any crime involving the Company, in each case that constitutes a felony; (ii) The Executive’s committing continuing willful and material breach of any act of fraudSections 8, embezzlement9, or theft;10 of this Agreement; or (iii) The Executive’s engagement in the performance of his duties hereunder, or otherwise to the material violation and demonstrable detriment of the Company’s policies; , in willful gross misconduct, fraud, misappropriation or embezzlement. Within thirty (iv30) The days of the aforesaid notice from the Company and prior to any such termination pursuant to clauses (ii) or (iii) above, the Executive shall be given an opportunity to make a presentation to the Board (accompanied by counsel or other representative if so desired) at a meeting of the Board. Following such meeting, the Board shall determine whether to terminate the Executive and shall notify the Executive of its determination. Upon the termination of the Executive’s behavior or engagement in any acts that may interfere with the ability of employment hereunder for Cause, the Company or any of its affiliates shall have no further obligation to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The the Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than to pay Final Compensation immediately upon such termination, and there shall be no acceleration of or further vesting of the Executive’s inadvertent unvested shares, and immaterial breach of the Executive shall not have any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily put rights under Section 11 or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act act, on the part of the Executive Executive, shall be considered "“willful" ” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's his action or omission was is in the best interests of the Company. Any act, act or failure to act, act that is based on upon authority given pursuant to by a resolution duly adopted by the Board or on based upon the advice of counsel for the Company Company, shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final Compensation.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following shall constitute For purposes of this Agreement, “Cause” for termination: shall be limited to: (i) Repeated or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical indictment, charge or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlementconviction of, or theft; plea of nolo contendere to, (iiiA) The Executive’s a felony or (B) any other crime involving fraud or material violation of the Company’s policies; financial dishonesty or (ivC) The Executive’s behavior any other crime involving moral turpitude that might be reasonably expected to, or engagement in any acts that may interfere with the ability of does, materially adversely affect the Company or any of its affiliates Affiliates, whether that effect is to maintain a license economics, to harvest, cultivate, process, reputation or sell cannabis or otherwise continue to operate its business; otherwise; (vii) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement gross negligence or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental willful misconduct with regard to the Company or any of its affiliatesAffiliates, as determined by which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform the duties or to follow a material lawful written directive of the CEO or the Board (excluding or its designee within the scope of the Executive); ’s duties hereunder which refusal or failure remains uncured or continues thirty (vi30) The days after written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s conviction 's theft, fraud or any material act of a felony (including pleading guilty or nolo contendere financial dishonesty related to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliatesAffiliates; provided(v) the failure by the Executive to disclose any legal impediments to the employment by the Company or breach of any of the obligations to a former employer in connection with the employment by the Company (e.g., however, that for the avoidance disclosure or use of doubt, no conviction or plea of nolo contendere proprietary confidential information of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability former employer on behalf of the Company or without such former employer’s consent); provided that Executive has been provided with written notification of any of its affiliates such failure or breach and has been given five (5) days to maintain a license present any mitigating, corrective or clarifying information to harvestthe CEO or the Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, cultivate, process, non-competition and non-solicitation; or sell cannabis or otherwise continue to operate its business; (vii) The the Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms any other material provision of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" Agreement unless it is done, or omitted to be done, corrected by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) of the Company delivers Company’s written notification to the Executive a copy of a resolution duly adopted by such breach. In the affirmative vote event of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Causesuch termination, the Company shall have make no further obligation hereunder payments to the Executive, Executive under this Agreement other than for provision of Final Compensation, which will be paid no later than March 15th of the year following the Termination Year. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreement.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following shall constitute For purposes of this Agreement, “Cause” for termination: shall be limited to: (i) Repeated or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical indictment, charge or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlementconviction of, or theft; plea of nolo contendere to, (iiiA) The Executive’s a felony or (B) any other crime involving fraud or material violation of the Company’s policies; financial dishonesty or (ivC) The Executive’s behavior any other crime involving moral turpitude that might be reasonably expected to, or engagement in any acts that may interfere with the ability of does, materially adversely affect the Company or any of its affiliates Affiliates, whether that effect is to maintain a license economics, to harvest, cultivate, process, reputation or sell cannabis or otherwise continue to operate its business; otherwise; (vii) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement gross negligence or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental willful misconduct with regard to the Company or any of its affiliatesAffiliates, as determined by which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform the duties or to follow a material lawful written directive of the CEO or the Board (excluding within the scope of the Executive); ’s duties hereunder which refusal or failure remains uncured or continues thirty (vi30) The days after written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s conviction theft, fraud or any material act of a felony (including pleading guilty or nolo contendere financial dishonesty related to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliatesAffiliates; provided(v) the failure by the Executive to disclose any legal impediments to the employment by the Company or breach of any of the obligations to a former employer in connection with the employment by the Company (e.g., however, that for the avoidance disclosure or use of doubt, no conviction or plea of nolo contendere proprietary confidential information of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability former employer on behalf of the Company or without such former employer’s consent); provided that Executive has been provided with written notification of any of its affiliates such failure or breach and has been given five (5) days to maintain a license present any mitigating, corrective or clarifying information to harvestthe CEO or the Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, cultivate, process, non-competition and non-solicitation; or sell cannabis or otherwise continue to operate its business; (vii) The the Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms any other material provision of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" Agreement unless it is done, or omitted to be done, corrected by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) of the Company delivers Company’s written notification to the Executive a copy of a resolution duly adopted by such breach. In the affirmative vote event of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Causesuch termination, the Company shall have make no further obligation hereunder payments to the Executive, Executive under this Agreement other than for provision of Final Compensation. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreement.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon written notice to the Executive setting forth in reasonable detail the nature of such Cause. The following following, as determined by the Board in its reasonable judgment, shall constitute “Cause” Cause for termination: (i) Repeated or willful refusal, failure or neglect Material breach by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical or mental illness or impairment)obligations under this Agreement, which material breach, if susceptible of cure, remains uncured after thirty (30) days’ written notice from the Company specifying in reasonable detail the nature of such breach; (ii) The Executive’s committing any Commission by Executive of an act of fraud, embezzlementdishonesty or fraud upon, or theft;willful misconduct toward, the Company or misappropriation of Company property or corporate opportunities, as reasonably determined by the Board (iii) The Executive’s material violation of the Company’s policies; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability of the Company or any of its affiliates to maintain a license to harvestA conviction, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction plea or plea of nolo contendere of a felony any misdemeanor that involves (a) moral turpitude or crime (b) other conduct that occurs solely as a result of a violation of U.S. federal law concerning cannabis involves fraud, embezzlement, larceny, theft or the cannabis industry shall be deemed to constitute “Cause”dishonesty; (iv) A conviction, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction guilty plea or plea of nolo contendere of a felony or crime could be any felony, unless the Board reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with determines that the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result conviction of a violation of U.S. federal law concerning cannabis such felony does not materially affect the Company’s or the cannabis industry, so long as Executive’s business reputation or significantly impair the Executive’s ability to carry out his duties under this Agreement (A) provided that the acts, omissions, conduct or activity related Board shall have no obligation to cannabis or the cannabis industry giving rise to make such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its businessdetermination), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viiiv) The the Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests violation of the Company. Any act, ’s policies regarding insobriety during working hours or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice use of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) aboveillegal drugs. Upon the giving of written notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final Compensation.

By the Company for Cause. The Company (a) Upon approval of a majority of the Board, the Board may terminate the Executive’s employment hereunder and this Agreement for Cause (as defined below) at any time upon notice during the Term hereof. The Board and/or Company shall thereafter have no further obligation or liability to Executive relating to Executive’s employment or this Agreement, other than Base Salary, any bonus pursuant to Section 4.3 and vacation, each to the Executive setting forth in reasonable detail extent earned but unpaid through the nature date of such Cause. The termination. (b) Any one or more of the following events or conditions shall constitute “Cause” for termination: : (i) Repeated or willful refusalthe substantial, continuing and knowing failure or neglect by the of Executive to perform render services to the material duties Company or any Related Corporation (as that term is defined in the Stock Plan) in accordance with the terms or requirements of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical or mental illness or impairment); employment; (ii) The Executive’s committing any act of fraudgross negligence, embezzlementwillful misconduct, or theft; breach of fiduciary duty to the Company or any Related Corporation, or disloyalty or dishonesty (which disloyalty or dishonesty results in direct or indirect material loss, damage or injury to the Company or any Related Corporation); (iii) The Executive’s material violation the commission of the Company’s policies; an act of embezzlement or fraud; (iv) The Executive’s behavior deliberate disregard of the rules or engagement in any acts that may interfere with the ability policies of the Company or any of its affiliates to maintain a license to harvestRelated Corporation that results in direct or indirect material loss, cultivate, process, damage or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental injury to the Company or any Related Corporation; (v) the unauthorized disclosure of its affiliates, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty any trade secret or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship confidential information of the Company or any of its affiliatesRelated Corporation; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (Avi) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea commission of nolo contendere of a felony or crime could be reasonably believed to be in compliance an act which constitutes unfair competition with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates Related Corporation or which induces any customer or supplier to maintain breach a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance contract with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, Related Corporation; or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwisevii) to the Company or its affiliates; or (viii) The Executive’s material breach of this Agreement or breach of the terms of this Noncompetition Agreement. For purposes of this provisionNotwithstanding the foregoing, no act or failure to act on the part of the Executive Cause shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given not occur pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iiiSections 5.2(b)(i), (iv), (v) and (viiivii) above(but as to (vii) only with respect to material breaches of this Agreement) unless Executive fails, within 30 days after receipt of written notice from the Executive fails Company specifying the event or condition giving rise to Cause, to cure and correct his conduct (such event or condition, if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final Compensationcure.

By the Company for Cause. (i) The Company may shall have the right, before the expiration of the term of this Agreement, to terminate the Executive’s 's employment hereunder and to discharge Executive for Cause at any time cause (hereinafter "Cause"), and all compensation to Executive shall cease to accrue upon notice discharge of Executive for Cause. For the purposes of this Agreement, the term "Cause" shall mean (a) Executive's conviction of a felony; (b) the alcoholism or drug addiction of Executive which impairs his ability to perform his duties in the determination of the Chief Executive Officer; (c) the continued and willful failure by Executive to substantially and materially perform his material duties hereunder or the refusal or failure by Employee to adhere to the Company's employment policies, including, without limitation, policies regarding sexual harassment, discrimination or the federal and state securities laws, after a reasonable notice and an opportunity to cure same if such refusal or failure may be cured; (d) an act or acts of personal dishonesty by Executive setting forth intended to result in reasonable detail personal enrichment of Executive at the nature of such Cause. The following shall constitute “Cause” for termination: (i) Repeated or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlement, or theft; (iii) The Executive’s material violation expense of the Company’s policies; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability of , the Company or any of its their subsidiaries or affiliates to maintain a license to harvest, cultivate, process, or sell cannabis any other material breach or otherwise continue to operate its business; (v) The violation of Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental 's fiduciary duty owed to the Company Company, Broker Dealer Subsidiary or any of its their subsidiaries or affiliates; (e) any grossly negligent act or omission or any willful and deliberate misconduct by Executive that results, as determined or is likely to result, in material economic, or other harm, to the Company, Broker Dealer Subsidiary or any of their subsidiaries or affiliates; (f) an action taken by a governmental, regulatory body or self regulatory organization that substantially impairs the Executive from performing his duties; or (g) refusal by Executive to assist the Company, at the request of the Board of Directors, in any investigation or other proceeding (whether formal or informal) which is commenced by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputationDirectors, the business or a business relationship of the Company or any of its affiliates; providedgovernmental, however, that for the avoidance of doubt, no conviction regulatory body or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final Compensationself regulatory organization.

By the Company for Cause. The Company may terminate the Executive’s 's employment hereunder for Cause at any time upon written notice to the Executive setting forth in reasonable detail the nature of such Cause. The following following, as determined by the Board in its reasonable judgment, shall constitute “Cause” Cause for termination: (i) Repeated or willful refusal, failure or neglect Material breach by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical or mental illness or impairment)'s obligations under this Agreement, which material breach, if susceptible of cure, remains uncured after thirty (30) days' written notice from the Company specifying in reasonable detail the nature of such breach; (ii) The Executive’s committing any Commission by Executive of an act of fraud, embezzlementdishonesty or fraud upon, or theft;willful misconduct toward, the Company or misappropriation of Company property or corporate opportunities; as reasonably determined by the Board (iii) The Executive’s material violation of the Company’s policies; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability of the Company or any of its affiliates to maintain a license to harvestA conviction, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction plea or plea of nolo contendere of a felony any misdemeanor that involves (a) moral turpitude or crime (b) other conduct that occurs solely as a result of a violation of U.S. federal law concerning cannabis involves fraud, embezzlement, larceny, theft or the cannabis industry shall be deemed to constitute “Cause”dishonesty; (iv) A conviction, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction guilty plea or plea of nolo contendere of a any felony, unless the Board reasonably determines that the Executive's conviction of such felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is does not likely to interfere with materially affect the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis Company's or the cannabis industry, so long as Executive's business reputation or significantly impair the Executive's ability to carry out his duties under this Agreement (A) provided that the acts, omissions, conduct or activity related Board shall have no obligation to cannabis or the cannabis industry giving rise to make such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its businessdetermination), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viiiv) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests violation of the Company. Any act, 's policies regarding insobriety during working hours or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice use of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) aboveillegal drugs. Upon the giving of written notice of termination of the Executive’s 's employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final Compensation.

By the Company for Cause. The Company Board may terminate the Executive’s 's employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such the Cause, provided that the Executive has an opportunity, with the benefit of legal counsel, to be heard by the Board (which opportunity may occur by telephone or videoconference). The following For purposes of this Agreement, "Cause" shall constitute “Cause” for termination: mean the occurrence of any of the following, as determined by the Board in its reasonable judgment: (i) Repeated or willful refusal, the Executive's failure or neglect by the Executive to perform the comply with a material duties of his employment or to follow the directions directive of the Board (other than by reason Company's Chief Executive Officer or the Board, or gross negligence in the performance of the Executive’s physical 's duties and responsibilities to the Company or mental illness or impairment); any of its Affiliates; (ii) The the Executive’s committing 's material breach of this Agreement or any act other written agreement between the Executive and the Company or any of fraud, embezzlement, or theft; its Affiliates; (iii) The the Executive’s 's indictment for, or plea of nolo contendere to, a felony or other crime involving moral turpitude that causes or could reasonably be expected to cause material violation of harm to the Company’s policies; (iv) The Executive’s behavior business interests or engagement in any acts that may interfere with the ability reputation of the Company or any of its affiliates Affiliates; (iv) fraud, theft, embezzlement or other intentional misconduct by the Executive that is or could reasonably be expected to maintain a license be materially harmful to harvestthe business interests or reputation of the Company or any of its Affiliates; and/or, cultivate, process, or sell cannabis or otherwise continue to operate its business; solely for purposes of the application of the non-competition provision in Section 3(d)(i) of this Agreement: (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than (A) the Executive’s inadvertent 's performance (or nonperformance) of his duties and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental responsibilities to the Company or any of its affiliates, as determined Affiliates in a manner deemed by the Board Company to be in any way unsatisfactory, (excluding B) the Executive); 's breach of this Agreement or any other agreement between the Executive and the Company or any of its Affiliates, or (viC) The the Executive’s conviction 's violation of a felony (including pleading guilty or nolo contendere to a felony) disregard for any rule or commitment of other acts causing a material detriment to the reputation, the business procedure or a business relationship policy of the Company or any of its affiliates; providedAffiliates, howeveror any other reasonable basis for Company dissatisfaction with the Executive, that including for reasons such as lack of capacity or diligence, failure to conform to usual standards of conduct, or other culpable or inappropriate behavior. For the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed above Section 4(a)(v) does not apply to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that determining the Executive's action eligibility for Severance Benefits or omission was to any other provision of this Agreement other than Section 3(d)(i), nor does it apply to any other agreement to which the Executive is a party. Further, Cause shall not exist hereunder, in the best interests case of the Company. Any act(i) or (ii) above, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to provided the Executive specifying in reasonable detail with written notice of the conduct constituting “Cause,” (IIevent(s) solely with respect alleged to the conduct described in clauses (i)constitute Cause thereunder and, (iii)if such event(s) are susceptible to cure, (iv), (v) and (viii) above, the Executive fails a 15 day period to cure and correct his conduct (if capable following the receipt of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding notice in good faith that which the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder failed to the Executive, other than for Final Compensationcure such event(s).

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following shall constitute “Cause” for termination: (i) Repeated or willful refusal, failure i. Failure or neglect by the Executive to perform the material duties of his employment or to follow the lawful directions of the CEO or the Board (other than by reason of the Executive’s physical or mental illness or impairment); (ii) . The Executive’s committing any act of fraud, embezzlement, misappropriation, or theft; (iii) . The Executive’s material violation of the Company’s policies; (iv) . The Executive’s behavior or engagement in any acts that may interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) v. The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-non- solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-non- competition or non-non- disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) . The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) . The Executive’s willful engagement in dishonesty, illegal unlawful conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal unlawful conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) . The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final Compensation.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon written notice to the Executive setting forth in reasonable detail the nature of such Cause. The following following, as determined by the Board in its reasonable judgment, shall constitute “Cause” Cause for termination: (i) Repeated or willful refusal, The Executive’s significant failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of disability), or material negligence in the Executive’s physical or mental illness or impairment)performance of, his duties and responsibilities to any Group Member that, if susceptible of cure, is not cured within thirty (30) days following notice of such failure from the Board; (ii) The Executive’s committing Material breach by the Executive of any act provision of fraudthis Agreement or any other agreement with any Group Member that, embezzlementif susceptible of cure, or theftis not cured within ten (10) days following notice of such breach from the Board; (iii) The Executive’s material violation Other conduct by the Executive that could reasonably be expected to be harmful to the business, interests or reputation of the Company’s policiesany Group Member; (iv) The Executive’s behavior commission of any criminal offense or engagement any act of dishonesty or any serious misconduct of any nature, in any acts each case whether during the performance of his duties or otherwise, that may interfere with in the ability opinion of the Company or any Board renders the Executive unfit to continue as an executive of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its businessthe Group; (v) The Executive’s breach being disqualified to take part in the management of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental Group Member pursuant to the Company or any of its affiliates, as determined by the Board (excluding the Executive)applicable law; (vi) The Executive’s conviction of a felony (including pleading guilty failure to meet the requirements of, or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship his breach of the Company rules of, any regulatory body whose consent or approval is required to enable the Executive to undertake all or any of its affiliateshis duties; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business;or (vii) The Executive’s willful engagement repeated failure to perform his duties to a standard satisfactory to the Board after being provided a written warning from the Board setting forth in dishonestyreasonable detail the nature of such failure that, illegal conduct (other than solely as a result if susceptible of a violation of U.S. federal law concerning cannabis or the cannabis industrycure, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with cured within ten (10) days following notice of such failure from the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) Board. The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be terminate hereunder immediately upon delivery of the notice of termination for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (vthis Section 5(c) and (viii) above, the Executive fails to expiration of any applicable cure and correct his conduct (if capable of period without cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company Final Compensation shall have no further obligation hereunder be paid to the Executive, other than for Final CompensationExecutive in accordance with Section 5(a) except that the Executive shall not be entitled to any pro-rata Bonus as set forth in Section 5(a)(ii).”

By the Company for Cause. The (i) At any time during the Employment Period, the Company may terminate the this Agreement and Executive’s employment hereunder for Cause at any time Cause. Such termination shall be effective immediately upon notice to Executive, subject to the Executive setting forth in reasonable detail the nature provisions of such Causethis Section 8(d)(i) and Section 8(d)(iii). The following shall constitute “Cause” for termination: as used in this Agreement (iand with respect to any other arrangement (including, without limitation, any equity award agreement) Repeated with the Company or its affiliates) shall mean: (a) the willful refusal, and continued failure or neglect by the of Executive to perform his duties and responsibilities for the material duties of his employment Company (other than any such failure resulting from Executive’s death or to follow the directions Disability) or lawful directives of the Board (other than by reason of the related to Executive’s physical or mental illness or impairment); (ii) The Executive’s committing any act of fraudduties pursuant to this Agreement, embezzlement, or theft; (iii) The Executive’s material violation of the Company’s policies; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability of the Company or any of its affiliates to maintain after a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined written demand by the Board for performance is delivered to Executive by the Company, which identifies with reasonable specificity the manner in which the Board believes that Executive has not performed his duties and responsibilities, which willful and continued failure is not cured by Executive within thirty (excluding 30) days of his receipt of such written demand; (b) the Executive); (vi) The Executive’s conviction of, or plea of a felony (including pleading guilty or nolo contendere to a felony; (c) faithless conduct or commitment the breach of other acts causing a fiduciary duty; (d) gross negligence or willful misconduct in the performance of Executive’s material detriment to duties; (e) breach of Section 9 of this Agreement, (f) an intentional or grossly negligent breach of the reputationNon-Disclosure and Non-Solicitation Agreement then in effect, the business current form of which is annexed as Exhibit B (the “NDA”) which results or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a could reasonably be expected to result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) material harm to the Company or its affiliatesXpresSpa; or (viiig) The Executivea material violation of Company’s material breach of the terms of this Agreement. For purposes of this provisionor XpresSpa’s policies, no act or failure which policies and procedures have previously been disclosed to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad writing; or (h) a good faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted finding by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described (A) (1) fraud, (2) dishonesty or faithless conduct, or (3) gross negligence, in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder each case related to the ExecutiveCompany, other than for Final Compensationor (B) criminal misconduct which (1) constitutes a felony or a crime of moral turpitude or (2) results or could reasonably be expected to result in harm to the Company.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following shall constitute For purposes of this Agreement, “Cause” for termination: shall be limited to: (i) Repeated or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical indictment, charge or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlementconviction of, or theft; plea of nolo contendere to, (iiiA) The Executive’s a felony or (B) any other crime involving fraud or material violation of the Company’s policies; financial dishonesty or (ivC) The Executive’s behavior any other crime involving moral turpitude that might be reasonably expected to, or engagement in any acts that may interfere with the ability of does, materially adversely affect the Company or any of its affiliates Affiliates, whether that effect is to maintain a license economics, to harvest, cultivate, process, reputation or sell cannabis or otherwise continue to operate its business; otherwise; (vii) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement gross negligence or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental willful misconduct with regard to the Company or any of its affiliatesAffiliates, as determined by including but not limited to its Immediate Affiliates, which has a material adverse impact on Company or its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform her duties or to follow a material lawful written directive of the CEO or the Board (excluding or its designee within the scope of the Executive); ’s duties hereunder which refusal or failure, in either case, remains uncured or continues after twenty (vi20) The days’ written notice from the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s conviction theft, fraud or any material act of a felony (including pleading guilty or nolo contendere financial dishonesty related to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliatesAffiliates; provided(v) the failure by the Executive to disclose any legal impediments to her employment by the Company or her breach of any of her obligations to a former employer in connection with her employment by the Company (e.g., however, that for the avoidance her disclosure or use of doubt, no conviction or plea of nolo contendere proprietary confidential information of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of the foregoing and has been given five (5) days to present any mitigating, corrective or any clarifying information to the Board; (vi) the Executive’s breach or violation of its affiliates those provisions of this Agreement setting forth the Executive’s obligations with respect to maintain a license to harvestconfidentiality, cultivate, process, non-competition and non-solicitation; or sell cannabis or otherwise continue to operate its business; (vii) The the Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms any other material provision of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" Agreement unless it is done, or omitted to be done, corrected by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests within twenty (20) days of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof written notification to the Executive specifying in reasonable detail of such breach. In the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable event of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Causetermination, the Company shall have no further obligation hereunder to the Executive, Executive under this Agreement other than for provision of Final Compensation. Any equity in the Parent held by the Executive on the Date of Termination shall be governed by the terms of the LLC Agreement, the applicable equity incentive plan and any applicable unit certification, agreements and other requirements.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The occurrence of any one or more of the following events shall constitute “Cause” Cause for termination: (i) Repeated Fraud, embezzlement, theft, or willful refusalany misappropriation, failure in each case involving any material amount of money or neglect other assets or property of the Company or any of its Affiliates by the Executive to perform Executive, or dishonesty involving the material duties of his employment or to follow the directions business of the Board (other than Company or its Affiliates by reason of the Executive’s physical or mental illness or impairment); (ii) The Willful failure to perform, or gross negligence in the performance of, the Executive’s committing any act material duties and responsibilities to the Company and its Affiliates which remains uncured ten (10) business days after written notice of fraudsuch failure is given to the Executive by the Company, embezzlement, specifying in reasonable detail the nature of such failure or theftgross negligence; (iii) The Executive’s material violation breach of any of the terms of this Agreement which breach, if curable, remains uncured ten (10) business days after written notice of such material breach is given to the Executive by the Company’s policies, specifying in reasonable detail the nature of such material breach; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, processIndictment of, or sell cannabis plea of nolo contendere by, the Executive to a felony or otherwise continue to operate its businessother crime, in each case involving moral turpitude; (v) The Executive’s material breach of any non-disclosurehis fiduciary duties as an employee, non-disparagementofficer, non-competitiontrustee, non-solicitation, assignment or director of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined by the Board (excluding the Executive)Affiliates; (vi) The Executive’s conviction willful refusal or failure to carry out a lawful written directive of a felony the Company, which failure or refusal does not cease within ten (including pleading guilty or nolo contendere to a felony10) or commitment days after written notice of other acts causing a material detriment such failure is given to the reputation, Executive by the business or a business relationship of the Company or any of its affiliatesCompany; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business;or (vii) The Executive’s willful engagement in dishonestymisconduct which has a materially adverse effect upon the business, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis interests or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability reputation of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) aboveAffiliates. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to pay or provide the Executive, other than for Final CompensationExecutive with only the Termination Benefits.

By the Company for Cause. The Company may terminate the Executive’s 's employment hereunder for Cause "Cause" at any time upon prior written notice to the Executive, and after any applicable cure period has expired without a cure by Executive setting forth in reasonable and specific detail the nature of such Causecause. The following shall constitute “"Cause” " for termination:. (i) Repeated or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions Executive's falsification of the Board (other than by reason of the Executive’s physical or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlement, or theft; (iii) The Executive’s material violation accounts of the Company’s policies; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability , embezzlement of funds of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental similar material dishonesty with respect to the Company or any of its affiliates, as determined by the Board (excluding the Executive)subsidiaries; (viii) The Conduct engaged in or action taken or omitted to be taken by Executive which is in material breach of this Agreement, which breach continues for more than fifteen (15) days after written notice of such breach is given to Executive’s conviction of a felony ; or (including pleading guilty or nolo contendere to a felonyiii) or commitment of other acts causing a material detriment to the reputationConviction of, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of to, a felony or other crime involving moral turpitude (it being understood for example that occurs solely as a result violation of a violation motor vehicle code does not constitute such a crime); or (iv) Gross or willful misconduct of U.S. federal law concerning cannabis or the cannabis industry shall be deemed Executive with respect to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconductsubsidiary thereof, which in each case is materially injurious misconduct continues for more than fifteen (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (3015) days after written notice of such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive misconduct is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) aboveExecutive. Upon the giving of notice of termination of the Executive’s 's employment hereunder for Cause, the Company shall have no further obligation hereunder or liability to Executive other than the payment of (i) base salary earned but unpaid at the date of termination, (ii) any unpaid accrued benefits of the Executive, other than (iii) reimbursement for Final Compensationany expenses for which the Executive shall not have been reimbursed as provided in Section 2.6, and (iv) any unpaid bonus, including, without limitation, any bonus provided under Section 2.2 hereof, earned by the Executive prior to the date of such termination.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following shall constitute For purposes of this Agreement, “Cause” for termination: shall be limited to: (i) Repeated or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical indictment for, being charged with or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlementconviction of, or theft; plea of nolo contendere to, (iiiA) The Executive’s a felony or (B) any other crime involving fraud or material violation of the Company’s policies; financial dishonesty or (ivC) The Executive’s behavior any other crime involving moral turpitude that would be reasonably expected to, or engagement in any acts that may interfere with the ability of does, materially adversely affect the Company or any of its affiliates Affiliates, whether that effect is to maintain a license economics, to harvest, cultivate, process, reputation or sell cannabis or otherwise continue to operate its business; otherwise; (vii) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement gross negligence or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental willful misconduct with regard to the Company or any of its affiliatesAffiliates, as determined by including but not limited to its Immediate Affiliates, which has a material adverse impact on the Company or its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the Board (excluding or its designee within the scope of the Executive); ’s duties hereunder which in either case remains uncured or continues after twenty (vi20) The days’ written notice from the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s conviction theft, fraud or any material act of a felony (including pleading guilty or nolo contendere financial dishonesty related to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; providedAffiliates, however(v) the failure by the Executive to disclose any material legal impediments to his employment by the Company or his material breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., that for the avoidance his disclosure or use of doubt, no conviction or plea of nolo contendere proprietary confidential information of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability former employer on behalf of the Company or without such former employer’s consent); provided that Executive has been provided with written notification of any of its affiliates the foregoing and has been given five (5) days to maintain a license present any mitigating, corrective or clarifying information to harvest, cultivate, process, the Board; or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (Avi) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach or violation of the terms those provisions of this Agreement. For purposes of this provision, no act or failure including those setting forth the Executive’s obligations with respect to act on the part of the Executive shall be considered "willful" confidentiality, non-competition, and non-solicitation, unless it is done, or omitted to be done, corrected by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests within twenty (20) days of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof written notification to the Executive specifying in reasonable detail of such breach. In the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable event of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Causetermination, the Company shall have no further obligation hereunder to the ExecutiveExecutive under this Agreement other than provision of Final Compensation (which, other than for Final Compensationbusiness expenses described in 14(g)(iv) and the employee benefits payable pursuant to the terms of the applicable Employee Benefit Plans, shall be paid to the Executive within sixty (60) days following the Date of Termination).

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following shall constitute For purposes of this Agreement, “Cause” for termination: shall be limited to: (i) Repeated or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical indictment, charge or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlementconviction of, or theft; plea of nolo contendere to, (iiiA) The Executive’s a felony or (B) any other crime involving fraud or material violation of the Company’s policies; financial dishonesty or (ivC) The Executive’s behavior any other crime involving moral turpitude that might be reasonably expected to, or engagement in any acts that may interfere with the ability of does, materially adversely affect the Company or any of its affiliates Affiliates, whether that effect is to maintain a license economics, to harvest, cultivate, process, reputation or sell cannabis or otherwise continue to operate its business; otherwise; (vii) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement gross negligence or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental willful misconduct with regard to the Company or any of its affiliatesAffiliates, as determined by which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the Board (excluding or its designee within the scope of the Executive); ’s duties hereunder which refusal or failure remains uncured or continues or recurs after sixty (vi60) The days’ notice from the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s conviction 's theft, fraud or any material act of a felony (including pleading guilty or nolo contendere financial dishonesty related to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliatesAffiliates; provided(v) the failure by the Executive to disclose any legal impediments to his employment by the Company or his breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., however, that for the avoidance his disclosure or use of doubt, no conviction or plea of nolo contendere proprietary confidential information of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability former employer on behalf of the Company or without such former employer’s consent); provided that Executive has been provided with written notification of any of its affiliates such failure or breach and has been given five (5) days to maintain a license present any mitigating, corrective or clarifying information to harvestthe Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, cultivate, process, non-competition and non-solicitation; or sell cannabis or otherwise continue to operate its business; (vii) The the Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms any other material provision of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" Agreement unless it is done, or omitted to be done, corrected by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests within sixty (60) days of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof written notification to the Executive specifying in reasonable detail of such breach. In the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable event of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Causetermination, the Company shall have make no further obligation hereunder payments to the Executive, Executive under this Agreement other than for provision of Final Compensation, which will be paid no later than 10 days after the Date of Termination. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreement.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon written notice to the Executive setting forth in reasonable detail the nature of such Cause. The following following, as determined by the Board in its reasonable judgment, shall constitute “Cause” Cause for termination: (i) Repeated or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlementsubstantial failure to perform, or theft; (iii) The Executive’s material violation of gross negligence or intentional misconduct in the Company’s policies; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability of the Company or any of its affiliates to maintain a license to harvestperformance of, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent his duties and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental responsibilities to the Company or any of its affiliatesAffiliates (provided that acts in the nature of bad business judgement shall not be considered misconduct for this purpose), as determined by which failure, negligence or misconduct, if capable of cure, is not cured within fifteen (15) days of receipt of written notice from the Board (excluding Company to the Executive)Executive of such failure, negligence or misconduct; provided, that the Company will not have to provide more than one notice and opportunity to cure with respect to any multiple, repeated, related or substantially similar events or circumstances; (viii) The the Executive’s material breach of any of the terms of this Agreement or any other written agreement between the Company and the Executive, which breach, if capable of cure, is not cured within fifteen (15) days of receipt of written notice of such breach from the Company to the Executive; provided, that the Company will not have to provide more than one notice and opportunity to cure with respect to any multiple, repeated, related or substantially similar events or circumstances; (iii) the Executive’s conviction of, or plea of nolo contendere to, (A) a felony or (including pleading guilty B) other crime involving fraud, embezzlement, theft or nolo contendere other material dishonesty; (iv) the Executive’s engaging in conduct that causes material harm to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliatesAffiliates; provided, however, or (v) a breach of any fiduciary obligation that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed Executive owes to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) aboveAffiliates. Upon the giving of written notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder or liability to the Executive, other than for any Final CompensationCompensation due to the Executive. Other than business expenses described in Section 5(a)(iii) and any vested amounts arising from employee benefit plans, programs or arrangements described in Section 5(a)(iv), Final Compensation shall be paid to the Executive at the time prescribed by applicable law and in all events within thirty (30) days following the date of termination of employment.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following shall constitute For purposes of this Agreement, “Cause” for termination: shall be limited to: (i) Repeated or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical indictment, charge or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlementconviction of, or theft; plea of nolo contendere to, (iiiA) The Executive’s a felony or (B) any other crime involving fraud or material violation of the Company’s policies; financial dishonesty or (ivC) The Executive’s behavior any other crime involving moral turpitude that might be reasonably expected to, or engagement in any acts that may interfere with the ability of does, materially adversely affect the Company or any of its affiliates Affiliates, whether that effect is to maintain a license economics, to harvest, cultivate, process, reputation or sell cannabis or otherwise continue to operate its business; otherwise; (vii) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition gross negligence or non-disclosure obligation that is not otherwise detrimental gross misconduct with regard to the Company or any of its affiliatesAffiliates, as determined by which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the Board (excluding or its designee within the scope of the Executive); ’s duties hereunder which refusal or failure remains uncured, continues or recurs after sixty (vi60) The days’ notice from the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s conviction theft, fraud or any material act of a felony (including pleading guilty or nolo contendere financial dishonesty related to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliatesAffiliates; provided(v) the failure by the Executive to disclose any legal impediments to his employment by the Company or his breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., however, that for the avoidance his disclosure or use of doubt, no conviction or plea of nolo contendere proprietary confidential information of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability former employer on behalf of the Company or without such former employer’s consent); provided that Executive has been provided with written notification of any of its affiliates such failure or breach and has been given five (5) days to maintain a license present any mitigating, corrective or clarifying information to harvestthe Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, cultivate, process, non-competition and non-solicitation; or sell cannabis or otherwise continue to operate its business; (vii) The the Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms any other material provision of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" Agreement unless it is done, or omitted to be done, corrected by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests within sixty (60) days of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof written notification to the Executive specifying in reasonable detail of such breach. In the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable event of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Causetermination, the Company shall have no further obligation hereunder to the Executive, Executive under this Agreement other than for provision of Final Compensation. As in the case of any termination hereunder, unless otherwise expressly provided in the applicable termination provision of this Section 4, any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements there under.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon written notice to the Executive setting forth in reasonable detail the nature of such Cause. The following following, as determined by the Board in its reasonable judgment, shall constitute “Cause” Cause for termination: (i) Repeated or willful refusal, failure or neglect Material breach by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical or mental illness or impairment)obligations under this Agreement, which material breach, if susceptible of cure, remains uncured after thirty (30) days’ written notice from the Company specifying in reasonable detail the nature of such breach; (ii) The Executive’s committing any Commission by Executive of an act of fraud, embezzlementdishonesty or fraud upon, or theft;willful misconduct toward, the Company or misappropriation of Company property or corporate opportunities; as reasonably determined by the Board (iii) The Executive’s material violation of the Company’s policies; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability of the Company or any of its affiliates to maintain a license to harvestA conviction, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction plea or plea of nolo contendere of a felony any misdemeanor that involves (a) moral turpitude or crime (b) other conduct that occurs solely as a result of a violation of U.S. federal law concerning cannabis involves fraud, embezzlement, larceny, theft or the cannabis industry shall be deemed to constitute “Cause”dishonesty; (iv) A conviction, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction guilty plea or plea of nolo contendere of a felony or crime could be any felony, unless the Board reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with determines that the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result conviction of a violation of U.S. federal law concerning cannabis such felony does not materially affect the Company’s or the cannabis industry, so long as Executive’s business reputation or significantly impair the Executive’s ability to carry out his duties under this Agreement (A) provided that the acts, omissions, conduct or activity related Board shall have no obligation to cannabis or the cannabis industry giving rise to make such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its businessdetermination), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viiiv) The the Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests violation of the Company. Any act, ’s policies regarding insobriety during working hours or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice use of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) aboveillegal drugs. Upon the giving of written notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final Compensation.

By the Company for Cause. The Immediately upon written notice by the Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such a termination for Cause. The following shall constitute For purposes of this Agreement, “Cause” for termination: (i) Repeated or willful refusal, failure or neglect by shall mean the Executive to perform the material duties occurrence of his employment or to follow the directions any of the Board (other than by reason of the Executive’s physical or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlement, or theft; (iii) The Executive’s material violation of the Company’s policies; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliatesfollowing events, as determined by the Board in its sole and absolute discretion: (i) the failure of the Executive to perform material duties hereunder, including, without limitation, the failure of the Executive devote all OR of the Executive’s business time (excluding the Executive); (vi) The Executive’s conviction periods of a felony (including pleading guilty or nolo contendere to a felony) or commitment paid time off and other approved leaves of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwiseabsence) to the Company or its affiliates; or (viii) The performance of the Executive’s material breach duties with the Company, or comply with reasonable directions of the terms Board which, to the extent it is curable by the Executive, is not cured within ten (10) days after written notice thereof is given to the Executive by the Company, specifying in reasonable detail the manner in which the Executive has failed to perform such duties or comply with such directions; (ii) the Executive’s commission (including entry of this Agreement. For purposes a nolo contendere plea) of this provision, no an act or failure to act on the part of the Executive shall be considered "willful" unless it is doneacts constituting a felony, dishonesty or omitted to be done, by the Executive in bad faith disloyalty or without reasonable belief that fraud; (iii) the Executive's action ’s gross negligence or omission was in the best interests commission of the Company. Any an act, or failure to acttake action, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of which adversely affects the Company. Termination of ’s business or reputation; (iv) the Executive’s employment shall misappropriation or embezzlement of the property of the Company or its affiliates (whether or not be deemed to be for Cause unless and until a misdemeanor or felony); or (Iv) the Executive’s material breach, non-performance or non-observance of any Company has given policy or any term of this Agreement, including but not limited to the covenants contained in Section 9, or any other agreement to which the Executive and the Company are parties, which, to the extent it is curable by the Executive, is not cured within ten (10) days after written notice thereof is given to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final CompensationCompany.

By the Company for Cause. The Company Board may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such the Cause, provided that the Executive has an opportunity, with the benefit of legal counsel, to be heard by the Board (which opportunity may occur by telephone or videoconference). The following shall constitute For purposes of this Agreement, “Cause” for termination: shall mean the occurrence of any of the following, as determined by the Board in its reasonable judgment: (i) Repeated or willful refusal, the Executive’s failure or neglect by the Executive to perform the comply with a material duties of his employment or to follow the directions directive of the Board (other than by reason Company’s Chief Executive Officer or the Board, or gross negligence in the performance of the Executive’s physical duties and responsibilities to the Company or mental illness or impairment); any of its Affiliates; (ii) The the Executive’s committing material breach of this Agreement or any act other written agreement between the Executive and the Company or any of fraud, embezzlement, or theft; its Affiliates; (iii) The the Executive’s indictment for, or plea of nolo contendere to, a felony or other crime involving moral turpitude that causes or could reasonably be expected to cause material violation of harm to the Company’s policies; (iv) The Executive’s behavior business interests or engagement in any acts that may interfere with the ability reputation of the Company or any of its affiliates Affiliates; (iv) fraud, theft, embezzlement or other intentional misconduct by the Executive that is or could reasonably be expected to maintain a license be materially harmful to harvestthe business interests or reputation of the Company or any of its Affiliates; and/or, cultivate, process, or sell cannabis or otherwise continue to operate its business; solely for purposes of the application of the non-competition provision in Section 3(d)(i) of this Agreement: (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than (A) the Executive’s inadvertent performance (or nonperformance) of his duties and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental responsibilities to the Company or any of its affiliates, as determined Affiliates in a manner deemed by the Board Company to be in any way unsatisfactory, (excluding B) the Executive); ’s breach of this Agreement or any other agreement between the Executive and the Company or any of its Affiliates, or (viC) The the Executive’s conviction violation of a felony (including pleading guilty or nolo contendere to a felony) disregard for any rule or commitment of other acts causing a material detriment to the reputation, the business procedure or a business relationship policy of the Company or any of its affiliates; providedAffiliates, howeveror any other reasonable basis for Company dissatisfaction with the Executive, that including for reasons such as lack of capacity or diligence, failure to conform to usual standards of conduct, or other culpable or inappropriate behavior. For the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed above Section 4(a)(v) does not apply to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of determining the Executive’s employment eligibility for Severance Benefits or to any other provision of this Agreement other than Section 3(d)(i), nor does it apply to any other agreement to which the Executive is a party. Further, Cause shall not be deemed to be for Cause exist hereunder, in the case of (i) or (ii) above, unless and until (I) the Company has given notice thereof to provided the Executive specifying in reasonable detail with written notice of the conduct constituting “Cause,” (IIevent(s) solely with respect alleged to the conduct described in clauses (i)constitute Cause thereunder and, (iii)if such event(s) are susceptible to cure, (iv), (v) and (viii) above, the Executive fails a 15 day period to cure and correct his conduct (if capable following the receipt of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding notice in good faith that which the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder failed to the Executive, other than for Final Compensationcure such event(s).

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following shall constitute For purposes of this Agreement, “Cause” for termination: shall be limited to: (i) Repeated or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical indictment for, being charged with or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlementconviction of, or theft; plea of nolo contendere to, (iiiA) The Executive’s a felony or (B) any other crime involving fraud or material violation of the Company’s policies; financial dishonesty or (ivC) The Executive’s behavior any other crime involving moral turpitude that would be reasonably expected to, or engagement in any acts that may interfere with the ability of does, materially adversely affect the Company or any of its affiliates Affiliates, whether that effect is to maintain a license economics, to harvest, cultivate, process, reputation or sell cannabis or otherwise continue to operate its business; otherwise; (vii) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement gross negligence or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental willful misconduct with regard to the Company or any of its affiliatesAffiliates, as determined by including but not limited to its Immediate Affiliates, which has a material adverse impact on the Company or its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board (excluding or its designee within the scope of the Executive); ’s duties hereunder which in either case remains uncured or continues after twenty (vi20) The days’ written notice from the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s conviction theft, fraud or any material act of a felony (including pleading guilty or nolo contendere financial dishonesty related to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; providedAffiliates, however(v) the failure by the Executive to disclose any material legal impediments to his employment by the Company or his material breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., that for the avoidance his disclosure or use of doubt, no conviction or plea of nolo contendere proprietary confidential information of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability former employer on behalf of the Company or without such former employer’s consent); provided that Executive has been provided with written notification of any of its affiliates the foregoing and has been given five (5) days to maintain a license present any mitigating, corrective or clarifying information to harvest, cultivate, process, the Board; or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (Avi) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach or violation of the terms those provisions of this Agreement. For purposes of this provision, no act or failure including those setting forth the Executive’s obligations with respect to act on the part of the Executive shall be considered "willful" confidentiality, non-competition, and non-solicitation unless it is done, or omitted to be done, corrected by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests within twenty (20) days of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof written notification to the Executive specifying in reasonable detail of such breach. In the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable event of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Causetermination, the Company shall have no further obligation hereunder to the ExecutiveExecutive under this Agreement other than provision of Final Compensation (which, other than for Final Compensationbusiness expenses described in 14(g)(iv) and the employee benefits payable pursuant to the terms of the applicable Employee Benefit Plans, shall be paid to the Executive within sixty (60) days following the Date of Termination).

By the Company for Cause. The Company may terminate the Executive’s employment hereunder this Agreement for Cause cause at any time upon notice to time. For the Executive setting forth in reasonable detail purposes of this Agreement, "Cause" shall mean any of the nature of such Cause. The following shall constitute “Cause” for termination: following: (i) Repeated or willful refusaltheft, failure or neglect by the Executive to perform the material duties dishonesty, fraudulent misconduct, disclosure of his employment or to follow the directions trade secrets, gross dereliction of the Board (other than by reason of the Executive’s physical or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlement, or theft; (iii) The Executive’s material violation of the Company’s policies; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement duty or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act grave misconduct on the part of the Executive shall be considered "willful" unless it that is done, or omitted substantially injurious to be done, by the Executive in bad faith or without reasonable belief that Company; (ii) the Executive's action willful act or omission was in that he knew would have the best interests effect of materially injuring the reputation, business or prospects of the Company. Any act; (iii) the Executive's conviction of a felony, as evidenced by a binding and final judgment, order or decree of a court of competent jurisdiction; (iv) the Executive's consent to an order of the Securities and Exchange Commission for a violation of the federal securities laws; (v) the Executive's repeated and demonstrated failure to act, based on authority given pursuant perform material duties in a competent and efficient manner which failure is not due to a resolution duly adopted by the Board illness or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination disability of the Executive’s employment ; or (vi) a petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver was appointed by a court for the property of, the Executive. Notwithstanding the foregoing, the Executive shall not be deemed to be have been terminated for Cause unless and until (I) the Company has given notice thereof there shall have been delivered to the Executive specifying in reasonable detail the conduct constituting “Cause,” (IIA) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution resolution, duly adopted by the affirmative vote of not less than two-thirds (2/3) a majority of the Board of Directors of the Company (excluding the Executive) at a meeting of the Board of Directors called and held for the purpose (after reasonable notice to the Executive is given and an opportunityopportunity for him, together with his counsel, to be heard before the BoardBoard of Directors), finding that in the good faith that opinion of the Board of Directors the conduct of the Executive has engaged in met one of the conduct described standards set forth in any of clauses (i)-(viiii) above. Upon the giving of notice of termination through (vi) of the Executive’s employment hereunder preceding sentence and specifying the particulars thereof. If the Company terminates this Agreement for Cause, then the Company Executive shall forfeit his right to any and all further benefits he would otherwise have no further obligation hereunder been entitled to the Executive, other than for Final Compensationreceive under this Agreement.

By the Company for Cause. The Company may terminate the ExecutiveEmployee’s employment hereunder for Cause at any time upon by providing Employee written notice of its intent to the Executive setting terminate him for Cause which sets forth in reasonable detail the nature of such Cause. The following shall constitute “Cause” for termination: (i) Repeated or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlement, or theft; (iii) The Executive’s material violation of the Company’s policies; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability of the Company or any of its affiliates to maintain basis for such termination. Such termination shall not be a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provisionAgreement, no act or Cause shall mean: (a) Employee’s continued failure to act on perform the part specific, lawful directives of the Executive shall be considered "willful" unless it is donecurrent CEO (i.e., or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests as of the Company. Any actEffective Date) or Board concerning Employee’s duties with Company (other than any such failure resulting from Employee’s incapacity due to physical or mental illness) after (i) a good-faith written demand of the current CEO (i.e., as of the Effective Date) or failure Board for substantial performance is delivered to act, based on authority given pursuant to a resolution duly adopted by Employee which identifies the specific manner in which the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall believes that Employee has not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) performed his duties and (viiiii) above, the Executive fails to cure and correct his conduct a reasonable opportunity (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds 30 days) is provided to Employee to substantially cure such failure, provided it is a curable event; (2/3b) Employee’s conviction of, or plea of guilty or nolo contendere to, a felony or any other comparable crime under applicable law; (c) Employee’s commission of any act of theft, embezzlement or misappropriation against the Company; (d) Employee’s willful breach of the Board known (excluding by Employee) and written standards set by the ExecutiveCompany’s Business Ethics Policy and Code of Conduct; (e) Employee’s material breach of a material term of this Agreement or material breach of any written or otherwise known material Company policy or standard of conduct known by Employee; provided that a reasonable opportunity (after the Executive of not less than 30 days) is given an opportunityprovided to Employee to substantially cure such failure, together with counseland provided it is a curable event; and (f) Employee’s use of illegal drugs or abuse of alcohol or legally prescribed drugs; and/or (g) Breach of a material representation made by Employee hereunder, provided that a reasonable opportunity (of not less than 30 days) is provided to be heard before the Board)Employee to substantially cure such failure, finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final Compensationand provided it is a curable event.

By the Company for Cause. The Company may terminate the Executive’s Employee's employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature for “Cause”. For purposes of such Cause. The following shall constitute this Agreement, “Cause” for terminationshall mean: (i) Repeated or willful refusal, failure or neglect by i. the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlement, or theft; (iii) The Executive’s material violation of the Company’s policies; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s Employee's willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business)conduct, or gross misconduct, which is, in each case is materially case, injurious (monetarily or otherwise) to the Company or its affiliates; or; (viii) ii. The Employee's falsification of the accounts, embezzlement of funds or other assets, or other similar fraud, whether or not related to the Executive’s 's employment with the Company; iii. Any material breach of this Agreement (it being expressly understood that any violation of the terms covenants or obligations contained in Articles IV and V hereof shall be deemed a material breach hereof) which, if capable of cure, is not cured within ten (10) days of receipt by the Employee of written notice of such breach; iv. Conviction of, or entry of a plea of guilty or nolo contendere to charges of, any felony or other crime which has or may have a materially adverse effect on the Employee's ability to carry out his/her duties under this AgreementAgreement or on the reputation or business activities of the Company or its affiliates; v. The Employee's willful breach of a fiduciary duty owed to the Company, its shareholders, or any of its affiliates involving duty of care, duty of loyalty, corporate opportunity, or similar doctrines as determined in good faith by the Chief Executive Officer in conjunction with advice of counsel and after Employee has a material opportunity to be heard on claimed breach; vi. The Employee's willful unauthorized disclosure of Confidential Information (as defined in Article V hereof); and vii. Any willful public disparagement of the Company, its affiliates, or their officers or directors. For purposes of this provision, no act or failure to act on the part of the Executive Employee shall be considered "“willful" ” unless it is done, or omitted to be done, by the Executive Employee in bad faith or without reasonable belief that the ExecutiveEmployee's action or omission was in the best interests of the Company. Any act, or failure to act, based on upon authority given pursuant to a resolution duly adopted by the Board or on upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive Employee in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final Compensation.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following shall constitute For purposes of this Agreement, “Cause” for termination: shall be limited to: (i) Repeated or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical indictment, charge or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlementconviction of, or theft; plea of nolo contendere to, (iiiA) The Executive’s a felony or (B) any other crime involving fraud or material violation of the Company’s policies; financial dishonesty or (ivC) The Executive’s behavior any other crime involving moral turpitude that might be reasonably expected to, or engagement in any acts that may interfere with the ability of does, materially adversely affect the Company or any of its affiliates Affiliates, whether that effect is to maintain a license economics, to harvest, cultivate, process, reputation or sell cannabis or otherwise continue to operate its business; otherwise; (vii) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement gross negligence or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental willful misconduct with regard to the Company or any of its affiliatesAffiliates, as determined by including but not limited to its Immediate Affiliates, which has a material adverse impact on Company or its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform duties or to follow a material lawful written directive of the CEO or the Board (excluding or its designee within the scope of the Executive); ’s duties hereunder which refusal or failure, in either case, remains uncured or continues after twenty (vi20) The days’ written notice from the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s conviction theft, fraud or any material act of a felony (including pleading guilty or nolo contendere financial dishonesty related to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliatesAffiliates; provided(v) the failure by the Executive to disclose any legal impediments to his employment by the Company or breach of any of obligations to a former employer in connection with employment by the Company (e.g., however, that for the avoidance his disclosure or use of doubt, no conviction or plea of nolo contendere proprietary confidential information of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability former employer on behalf of the Company without such former employer’s consent); provided that Executive has been provided with written notification of the foregoing and has been given five (5) days to present any mitigating, corrective or any clarifying information to the Board; (vi) the Executive’s breach or violation of its affiliates those provisions of this Agreement setting forth the Executive’s obligations with respect to maintain a license to harvestconfidentiality, cultivate, process, non-competition and non-solicitation; or sell cannabis or otherwise continue to operate its business; (vii) The the Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms any other material provision of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" Agreement unless it is done, or omitted to be done, corrected by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests within twenty (20) days of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof written notification to the Executive specifying in reasonable detail of such breach. In the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable event of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Causetermination, the Company shall have no further obligation hereunder to the Executive, Executive under this Agreement other than for provision of Final Compensation. Any equity in the Parent held by the Executive on the Date of Termination shall be governed by the terms of the LLC Agreement, the applicable equity incentive plan and any applicable unit certification, agreements and other requirements.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder 's status as an employee for Cause at any time upon notice to by notifying the Executive setting forth Executive, in reasonable detail the nature writing, of such termination in accordance with Section 5(e). As used herein, "Cause. The following " shall constitute “Cause” for termination: mean (iI) Repeated or the willful refusal, and continuing failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board contemplated by this Agreement (other than by reason any failure resulting from a certified disability of the Executive’s physical type specified in Section 5(b)) within a reasonable period of time after a written demand for substantial performance as delivered to the Executive by a duly authorized member or mental illness or impairment); representative of the Company's Board which specifically identifies the manner in which it is alleged that the Executive has not substantially performed such services, (ii) The Executive’s committing any act the conviction of fraud, embezzlement, a felony or theft; (iii) The Executive’s material violation of the Company’s policies; (iv) The Executive’s behavior or engagement willful engaging by the Executive in any acts that may interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental gross misconduct injurious to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this AgreementBank. For purposes of this provisionAgreement, no an act or failure to act on the Executive's part of the Executive shall be considered "willful" unless it is done, if done or omitted to be done, by the Executive in bad faith or done without a reasonable belief that the Executive's such action or omission was in in, or not opposed to, the best interests of the CompanyCompany or the Bank. Any act, act or failure to act, act by the Executive that is based on upon authority given pursuant to a resolution duly adopted by the Company's Board or on based upon the advice of counsel for the Company shall be conclusively presumed to be done, done or omitted to be done, done by the Executive in good faith and in with a reasonable belief that such action was in, or not opposed to, the best interests of the CompanyCompany or the Bank. Termination of Notwithstanding the foregoing, the Executive’s 's employment shall may not be deemed to be terminated for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than twothree-thirds (2/3) fourths of the entire membership of the Company's Board (excluding not counting the Executive) at a meeting of the Company's Board and held for the purpose (after reasonable notice to the Executive is given and an opportunityopportunity for the Executive, together with his counsel, to be heard before the Company's Board), finding that in the good faith that opinion of the Company's Board the Executive has engaged in was guilty of the conduct described set forth in any clauses (I), (ii) or (iii) of (i)-(viii) above. Upon this paragraph and specifying the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final Compensationparticulars thereof.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following shall constitute For purposes of this Agreement, “Cause” for termination: shall be limited to: (i) Repeated or willful refusal, failure or neglect by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical indictment, charge or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlementconviction of, or theft; plea of nolo contendere to, (iiiA) The Executive’s a felony or (B) any other crime involving fraud or material violation of the Company’s policies; financial dishonesty or (ivC) The Executive’s behavior any other crime involving moral turpitude that might be reasonably expected to, or engagement in any acts that may interfere with the ability of does, materially adversely affect the Company or any of its affiliates Affiliates, whether that effect is to maintain a license economics, to harvest, cultivate, process, reputation or sell cannabis or otherwise continue to operate its business; otherwise; (vii) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement gross negligence or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental willful misconduct with regard to the Company or any of its affiliatesAffiliates, as determined by which has a material adverse impact on Company or any of its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a material lawful written directive of the CEO or the Board (excluding or its designee within the scope of the Executive); ’s duties hereunder which refusal or failure remains uncured or continues sixty (vi60) The days after written notice from the CEO or the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s conviction 's theft, fraud or any material act of a felony (including pleading guilty or nolo contendere financial dishonesty related to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliatesAffiliates; provided(v) the failure by the Executive to disclose any legal impediments to his employment by the Company or his breach of any of his obligations to a former employer in connection with his employment by the Company (e.g., however, that for the avoidance his disclosure or use of doubt, no conviction or plea of nolo contendere proprietary confidential information of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability former employer on behalf of the Company or without such former employer’s consent); provided that Executive has been provided with written notification of any of its affiliates such failure or breach and has been given five (5) days to maintain a license present any mitigating, corrective or clarifying information to harvestthe CEO or the Board; (vi) the Executive’s breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, cultivate, process, non-competition and non-solicitation; or sell cannabis or otherwise continue to operate its business; (vii) The the Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms any other material provision of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" Agreement unless it is done, or omitted to be done, corrected by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests within sixty (60) days of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof written notification to the Executive specifying in reasonable detail of such breach. In the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable event of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Causetermination, the Company shall have make no further obligation hereunder payments to the Executive, Executive under this Agreement other than for provision of Final Compensation, which will be paid no later than March 15th of the year following the Termination Year. Any equity in the Company held by the Executive on the Date of Termination hereunder shall be governed by the terms of the Company’s equity incentive plans and the Executive’s agreements thereunder and shall not be governed by this Agreement.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following shall constitute “Cause” for termination: (i) Repeated or willful refusal, failure i. Failure or neglect by the Executive to perform the material duties of his employment or to follow the lawful directions of the CEO or the Board (other than by reason of the Executive’s physical or mental illness or impairment); (ii) . The Executive’s committing any act of fraud, embezzlement, misappropriation, or theft; (iii) . The Executive’s material violation of the Company’s policies; (iv) . The Executive’s behavior or engagement in any acts that may interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) v. The Executive’s breach of any non-disclosure, non-disparagement, non-non- competition, non-non- solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-non- competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) . The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) . The Executive’s willful engagement in dishonesty, illegal unlawful conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal unlawful conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) . The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final Compensation.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon written notice to the Executive setting forth in reasonable detail the nature of such Cause. The following following, as determined by the Board or CEO in its or his reasonable judgment, shall constitute “Cause” Cause for termination: (i) Repeated or willful refusal, failure or neglect Material breach by the Executive to perform the material duties of his employment or to follow the directions of the Board (other than by reason of the Executive’s physical or mental illness or impairment)obligations under this Agreement, which material breach, if susceptible of cure, remains uncured after thirty (30) days’ written notice from the Company specifying in reasonable detail the nature of such breach; (ii) The Executive’s committing any Commission by Executive of an act of fraud, embezzlementdishonesty or fraud upon, or theftwillful misconduct toward, the Company or misappropriation of Company property or corporate opportunities; (iii) The Executive’s material violation of the Company’s policies; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability of the Company or any of its affiliates to maintain a license to harvestA conviction, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction plea or plea of nolo contendere of a felony any misdemeanor that involves (a) moral turpitude or crime (b) other conduct that occurs solely as a result of a violation of U.S. federal law concerning cannabis involves fraud, embezzlement, larceny, theft or the cannabis industry shall be deemed to constitute “Cause”dishonesty; (iv) A conviction, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction guilty plea or plea of nolo contendere of a felony any felony, unless the Board or crime could be CEO reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with determines that the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result conviction of a violation of U.S. federal law concerning cannabis such felony does not materially affect the Company’s or the cannabis industry, so long as Executive’s business reputation or significantly impair the Executive’s ability to carry out her duties under this Agreement (A) provided that the acts, omissions, conduct Board or activity related CEO shall have no obligation to cannabis or the cannabis industry giving rise to make such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its businessdetermination), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viiiv) The the Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests violation of the Company. Any act, ’s policies regarding insobriety during working hours or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice use of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) aboveillegal drugs. Upon the giving of written notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final Compensation.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following shall constitute “Cause” for termination: (i) Repeated or willful refusal, failure or neglect by the Executive to perform the material duties of his her employment or to follow the directions of the CEO or the Board (other than by reason of the Executive’s physical or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlement, or theft; (iii) The Executive’s material violation of the Company’s policies; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined by the Board (excluding the Executive)Board; (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "“willful" ” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his her conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final Compensation.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following shall constitute “Cause” for termination: (i) Repeated The Company shall have the right, before the expiration of the term of her Agreement, to terminate the Employee's employment hereunder and to discharge Employee for cause (hereinafter "Cause"), and all compensation to Employee shall cease to accrue upon discharge of Employee for Cause. For the purposes of her Agreement, the term "Cause" shall mean (a) Employee's conviction of a felony; (b) the alcoholism or willful refusal, failure or neglect by the Executive drug addiction of Employee which impairs her ability to perform her duties in the determination of the Chief Executive Officer; (c) the continued and willful failure by Employee to substantially and materially perform her material duties hereunder or the refusal or failure by Employee to adhere to the Company's employment policies, including, without limitation, policies regarding sexual harassment, discrimination or the federal and state securities laws, after a reasonable notice and an opportunity to cure same if such refusal or failure may be cured; (d) an act or acts of his employment or personal dishonesty by Employee intended to follow result in personal enrichment of Employee at the directions of the Board (other than by reason of the Executive’s physical or mental illness or impairment); (ii) The Executive’s committing any act of fraud, embezzlement, or theft; (iii) The Executive’s material violation expense of the Company’s policies; (iv) The Executive’s behavior or engagement in any acts that may interfere with the ability of , the Company or any of its their subsidiaries or affiliates to maintain a license to harvest, cultivate, process, or sell cannabis any other material breach or otherwise continue to operate its business; (v) The Executive’s breach violation of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental Employee's fiduciary duty owed to the Company or any of its related entities or affiliates; (e) any grossly negligent act or omission or any willful and deliberate misconduct by Employee that results, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading guilty or nolo contendere is likely to a felony) result, in material economic, or commitment of other acts causing a material detriment harm, to the reputation, the business or a business relationship of the Company or any of its related entities or affiliates; provided(f) an action taken by a governmental, howeverregulatory body or self regulatory organization that substantially impairs the Employee from performing her duties; or (g) refusal by Employee to assist the Company, that for at the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability request of the Company Board of Directors, in any investigation or any of its affiliates to maintain a license to harvest, cultivate, process, other proceeding (whether formal or sell cannabis or otherwise continue to operate its business; (viiinformal) The Executive’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct which is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted commenced by the Board or on the advice of counsel for the Company shall be conclusively presumed to be doneDirectors, or omitted to be doneany governmental, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final Compensationregulatory body or self regulatory organization.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following shall constitute “Cause” for termination: (i) Repeated or willful refusal, failure i. Failure or neglect by the Executive to perform the material duties of his employment or to follow the lawful directions of the CEO or the Board (other than by reason of the Executive’s physical or mental illness or impairment); (ii) . The Executive’s committing any act of fraud, embezzlement, misappropriation, or theft; (iii) . The Executive’s material violation of the Company’s policies; (iv) . The Executive’s behavior or engagement in any acts that may interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (v) v. The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-non- solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-non- competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) . The Executive’s conviction of a felony (including pleading guilty or nolo contendere to a felony) or commitment of other acts causing a material detriment to the reputation, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business; (vii) . The Executive’s willful engagement in dishonesty, illegal unlawful conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal unlawful conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) . The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests of the Company. Any act, or failure to act, based on authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) above. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the Executive, other than for Final Compensation.

By the Company for Cause. The Company may terminate the ExecutiveEmployee’s employment hereunder for Cause under this Agreement may be terminated by the Company at any time upon notice to the Executive setting forth in reasonable detail occurrence of one or more of the nature following events (each of such Cause. The following which shall constitute be a termination event for “Cause” for termination:”): (i) Repeated i. Employee willfully, recklessly, or willful refusal, failure with gross negligence fails to comply with any material term or neglect by the Executive to perform the material duties of his employment or to follow the directions aspect of the Board (other than by reason of policies, standards, and regulations that the Executive’s physical or mental illness or impairment)Company, in its sole discretion, establishes and/or implements in writing before and during the Employment Term; (ii) The Executive’s committing . Employee commits any act of fraudgross negligence, illegal conduct, embezzlement, theft, misappropriation, fraud, dishonesty, or theft; (iii) The Executive’s material violation other acts of misfeasance, malfeasance, and/or misconduct in the rendering of services to or on behalf of the Company’s policies; (iv) The Executive’s behavior iii. Employee willfully, recklessly, or engagement in with gross negligence fails to comply with any acts that may interfere with the ability reasonable request of the Company person(s) to whom Employee reports; iv. Employee fails to adequately, substantially, and/or continually perform to Company’s reasonable satisfaction the usual and customary duties of Employee’s employment, those duties reasonably requested of Employee and typically associated with Employee’s position, and/or those duties or expectations assigned by Company; v. Employee breaches any material term or provision of this Agreement or any material term or provision of its affiliates to maintain a license to harvest, cultivate, processany other agreement between the Parties; and/or vi. Employee is convicted of, or sell cannabis or otherwise continue to operate its business; (v) The Executive’s breach of any non-disclosure, non-disparagement, non-competition, non-solicitation, assignment of inventions agreement or other restrictive covenants set forth herein, other than the Executive’s inadvertent and immaterial breach of any non-competition or non-disclosure obligation that is not otherwise detrimental to the Company or any of its affiliates, as determined by the Board (excluding the Executive); (vi) The Executive’s conviction of a felony (including pleading pleads guilty or nolo contendere to to, a felony) or commitment of other acts causing a material detriment to the reputationcrime constituting, the business or a business relationship of the Company or any of its affiliates; provided, however, that for the avoidance of doubt, no conviction or plea of nolo contendere of a felony or crime that occurs solely as a result of a violation of U.S. federal law concerning cannabis or the cannabis industry shall be deemed to constitute “Cause”misdemeanor involving deceit, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to any such conviction or plea of nolo contendere of a felony or crime could be reasonably believed to be in compliance with applicable state and local laws and (B) such conviction or plea of nolo contendere is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, processdishonesty, or sell cannabis moral turpitude, or otherwise continue commits any act which impairs Employee’s fitness to operate its business; (vii) The Executiveperform Employee’s willful engagement in dishonesty, illegal conduct (other than solely as a result of a violation of U.S. federal law concerning cannabis or duties under this Agreement and/or damages the cannabis industry, so long as (A) the acts, omissions, conduct or activity related to cannabis or the cannabis industry giving rise to such illegal conduct could be reasonably believed to be in compliance with applicable state and local laws and (B) such illegal conduct is not likely to interfere with the ability of the Company or any of its affiliates to maintain a license to harvest, cultivate, process, or sell cannabis or otherwise continue to operate its business), or gross misconduct, which in each case is materially injurious (monetarily or otherwise) to the Company or its affiliates; or (viii) The Executive’s material breach of the terms of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive's action or omission was in the best interests reputation of the Company, as determined in the sole and reasonable discretion of the Board. Any actNotwithstanding the foregoing, the Company may not terminate Employee’s employment under this Agreement for Cause under Sections 6.a.i.-vi. above without first providing Employee with written notice of the event or failure to actcondition(s) constituting Cause, based which notice must be given no later than 30 days after the date on authority given pursuant to a resolution duly adopted which the event or condition(s) constituting Cause is first reasonably discovered by the Board Company’s CEO or on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company. Termination of the Executive’s employment shall not be deemed to be for Cause unless and until (I) the Company has given notice thereof to the Executive specifying in reasonable detail the conduct constituting “Cause,” (II) solely with respect to the conduct described in clauses (i), (iii), (iv), (v) and (viii) above, the Executive fails to cure and correct his conduct (if capable of cure and correction) within thirty (30) days after such notice, and (III) the Company delivers to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the Board (excluding the Executive) (after the Executive is given an opportunity, together with counsel, to be heard before the Board), finding in good faith that the Executive has engaged in the conduct described in any of (i)-(viii) aboveCFO. Upon the giving of notice such notice, and only if the event or condition is reasonably capable of termination being remedied by Employee, Employee shall have a period of 30 days during which Employee may try to remedy the Executive’s employment hereunder for Causeevent or condition(s) and, if so remedied, the Company shall have no further obligation hereunder to may not terminate Employee’s employment under this Agreement for Cause for the Executive, other than for Final Compensationevent or condition that was remedied.