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Green Thumb Industries Inc. Sample Contracts

CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SECOND AMENDMENT TO THE NOTE PURCHASE AGREEMENT
Note Purchase Agreement • May 6th, 2021 • Green Thumb Industries Inc. • Agricultural production-crops • Illinois

This AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of April 30, 2021 (the “Agreement Date”), by and among VCP23, LLC, a Delaware limited liability company (“VCP23”), VCP Real Estate Holdings, LLC, a Delaware limited liability company (“VCP Real Estate”), Vision Management Services, LLC, a Delaware limited liability company (“VMS”), GTI23, Inc., a Delaware corporation (“GTI23”), GTI Core, LLC, a Delaware limited liability company (“GTI Core”), VCP IP Holdings, LLC, a Delaware limited liability company (“VCP IP”), TWD18, LLC, a Delaware limited liability company (“TWD18”) and For Success Holding Company, a Delaware corporation (“FSH” and, together with VCP23, VCP Real Estate, VMS, GTI23, GTI Core, VCP IP and TWD18, collectively, the “Initial Issuers” and each, individually, an “Initial Issuer”), each purchaser party hereto listed on the signature page hereto (together with their succes

DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. GREEN THUMB INDUSTRIES INC. 2018 STOCK AND INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • May 4th, 2023 • Green Thumb Industries Inc. • Agricultural production-crops • Delaware

This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made this _______day of_______, 20______ (the “Effective Date”), by and between Green Thumb Industries Inc., a British Columbia, Canada corporation (the “Company”) and (“Participant”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 1st, 2023 • Green Thumb Industries Inc. • Agricultural production-crops • British Columbia
AMENDMENT NO. 1 TO MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • December 20th, 2019 • Green Thumb Industries Inc. • Delaware

This Amendment No. 1 to Membership Interest Purchase Agreement (this “Amendment”), dated June 5, 2019, by and among KHOD Holdings, LLC (“KHOD”), a Nevada limited liability company, and GV Health Partners, LLC (“GV Health”) a Nevada limited liability company, Liquid Marketing, LLC (“Liquid”), a Nevada limited liability company, Sagebrush CCLV, LLC (“Sagebrush”, and, together with KHOD, GV Health and Liquid, the “Sellers” and each, a “Seller”), a Nevada limited liability company, and those Persons set forth on Exhibit A of the Purchase Agreement, as defined below, (the “Members” and, together with the Sellers, the “Seller Parties”), and GTI Core, LLC, a Delaware limited liability company (“Buyer”), and Green Thumb Industries Inc., a corporation incorporated under the laws of the Province of British Columbia (“Parent”) amends that certain Agreement for Membership Interest Purchase Agreement dated November 12, 2018 (the “Purchase Agreement”) by and among the Seller Parties, Buyer and Paren

THE SHAREHOLDERS LISTED IN SCHEDULE A GREEN THUMB INDUSTRIES INC. - AND - ODYSSEY TRUST COMPANY COATTAIL AGREEMENT JUNE 12, 2018
Coattail Agreement • December 20th, 2019 • Green Thumb Industries Inc. • British Columbia

ODYSSEY TRUST COMPANY, a trust company incorporated under the laws of Canada, as trustee for the benefit of the Holders (as defined below) (the “Trustee”)

GREEN THUMB INDUSTRIES INC. 2018 STOCK AND INCENTIVE PLAN STOCK OPTION AGREEMENT
Stock Option Agreement • March 1st, 2023 • Green Thumb Industries Inc. • Agricultural production-crops • Delaware
CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among...
Membership Interest Purchase Agreement • December 20th, 2019 • Green Thumb Industries Inc. • Delaware

This Membership Interest Purchase Agreement (this “Agreement”), dated as of November 13, 2018, is entered into among KHOD Holdings, LLC (“KHOD”), a Nevada limited liability company, and GV Health Partners, LLC (“GV Health”) a Nevada limited liability company, (“Sellers” and each, a “Seller”), those Persons set forth on Exhibit A (the “Members” and, together with the Sellers, the “Seller Parties”), and GTI Core, LLC, a Delaware limited liability company (“Buyer”), and Green Thumb Industries Inc., a corporation incorporated under the laws of the Province of British Columbia (“Parent”) and those other Persons signatory hereto.

CERTAIN CONFIDENTIAL INFORMATION (MARKED BY BRACKETS AS “[***]”) HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. NOTE PURCHASE AGREEMENT Dated as of May 22, 2019 By...
Note Purchase Agreement • December 20th, 2019 • Green Thumb Industries Inc. • Illinois

This NOTE PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of May 22, 2019 (the “Agreement Date”), by and among VCP23, LLC, a Delaware limited liability company (“VCP23”), VCP Real Estate Holdings, LLC, a Delaware limited liability company (“VCP Real Estate”), Vision Management Services, LLC, a Delaware limited liability company (“VMS”), GTI23, Inc., a Delaware corporation (“GTI23”), GTI Core, LLC, a Delaware limited liability company (“GTI Core”), VCP IP Holdings, LLC, a Delaware limited liability company (“VCP IP”), TWD18, LLC, a Delaware limited liability company (“TWD18”) and For Success Holdings Company, a Delaware corporation (“FSH” and, together with VCP23, VCP Real Estate, VMS, GTI23, GTI Core, VCP IP and TWD18, the “Initial Issuers” and each, individually, an “Initial Issuer”), each purchaser party hereto listed on the signature page hereto (together with their successors and assigns, each an “Initial P

Form of Option Agreement GREEN THUMB INDUSTRIES INC.
Stock Option Agreement • December 20th, 2019 • Green Thumb Industries Inc. • Delaware
EXECUTIVE CONFIDENTIALITY, NON-COMPETE, NON-SOLICITATION, AND INVENTION ASSIGNMENT AGREEMENT
Executive Confidentiality, Non-Compete, Non-Solicitation, and Invention Assignment Agreement • March 1st, 2023 • Green Thumb Industries Inc. • Agricultural production-crops • Illinois

THIS EXECUTIVE CONFIDENTIALITY, NON-COMPETE, NON-SOLICITATION, AND INVENTION ASSIGNMENT AGREEMENT (the "Agreement") is between you and Vision Management Services, LLC (the "Employer"), a subsidiary of Green Thumb Industries Inc. (together, along with their subsidiaries, affiliates, successors and assigns, referred to herein as the "Company"). This Agreement is effective as of the date you sign it.

GREEN THUMB INDUSTRIES INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • January 19th, 2021 • Green Thumb Industries Inc. • Agricultural production-crops • Illinois

The undersigned (the “Investor”) hereby confirms its agreement with Green Thumb Industries Inc., a British Columbia corporation (the “Company”), as follows:

AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among Green Thumb Industries Inc., GTI Merger Sub, LLC and Advanced Grow Labs, LLC, dated as of January 4, 2019
Agreement and Plan of Merger and Reorganization • December 20th, 2019 • Green Thumb Industries Inc. • Delaware

This Agreement and Plan of Merger and Reorganization (this “Agreement”), effective as of January 4, 2019 (“Effective Date”), is entered into by and among Green Thumb Industries Inc., a corporation incorporated under the laws of the Province of British Columbia (“Parent”), GTI Merger Sub, LLC, a Connecticut limited liability company (the “GTI Sub”), and Advanced Grow Labs, LLC, a Connecticut limited liability company, doing business as Advanced Grow Labs, with its offices located at 400 Frontage Road, West Haven Connecticut (the “Company”).

CONFIDENTIALITY, NON-COMPETE, NON-SOLICITATION, AND INVENTION ASSIGNMENT AGREEMENT
Confidentiality, Non-Compete, Non-Solicitation, and Invention Assignment Agreement • March 1st, 2023 • Green Thumb Industries Inc. • Agricultural production-crops • Illinois

THIS CONFIDENTIALITY, NON-COMPETE, NON-SOLICITATION, AND INVENTION ASSIGNMENT AGREEMENT (the "Agreement") is between you and Vision Management Services, LLC (the "Employer"), a subsidiary of Green Thumb Industries Inc. (together, along with their subsidiaries, affiliates, successors and assigns, referred to herein as the "Company'” This Agreement is effective as of the date you sign it.

CONFIDENTIALITY, NON-COMPETE, NON-SOLICITATION, NON-DISPARAGEMENTAND INVENTION ASSIGNMENT AGREEMENT
Confidentiality, Non-Compete, Non-Solicitation, Non-Disparagement and Invention Assignment Agreement • March 1st, 2023 • Green Thumb Industries Inc. • Agricultural production-crops

(the “Agreement”) is made and entered into as of October 2, 2017 (“Effective Date”), by and between "[______]" (“Holder”) and RCP23,LLC, a Delaware limited liability company, and each of its subsidiaries, investors, affiliates, successors or assigns (collectively, “RCP23”) and Vision Management Services, LLC, a Delaware limited liability company, and each of its subsidiaries, affiliates, successors or assigns (“Employer”) (RCP23 and Employer are hereafter, collectively, the “Company”) (Holder and Companyare hereinafter, the “Parties”). Capitalized terms used herein but not otherwise defined have the meanings set forth in the RCPFM LLC Agreement.