MUTUAL NONDISCLOSURE AGREEMENT

This Mutual Nondisclosure Agreement (the “Agreement”) is entered into between Curaleaf, Inc.
(“Curaleaf”), a Delaware Corporation whose address is 301 Edgewater Place #405, Wakefield, MA 01880, and
_________________________________[Name] (the “Non-Curaleaf Party”), a ________________________
[State of Organization] ________________________________[Type of Entity], with its principal place of
business located at ______________________________________________________, each referred to herein
individually as a “Party” and collectively as the “Parties,” as of the _____day of _____________, 20___ (the
“Effective Date”), to evidence the mutual agreement of the Parties to protect the confidentiality of certain
information (“Confidential Information” as identified in Paragraph 1 hereof) which either Party may furnish for
review or disclose to the other Party in connection with their consideration of a business relationship, transaction
or business opportunity of mutual interest (“Disclosure Purpose”). Each Party furnishing or disclosing its
Confidential Information to the other for the Disclosure Purpose is referred to herein as “Disclosing Party” and
each Party to whom such Confidential Information is disclosed or furnished for review for the Disclosure Purpose
is herein referred to as “Receiving Party.” Each Party agrees that its use as Receiving Party of the Confidential
Information furnished for review or disclosed by the other Party as Disclosing Party shall be limited to purposes
reasonably related to the Disclosure Purpose. The Parties acknowledge that Curaleaf, Inc. is a subsidiary of an
entity that is publicly traded on the Canadian Securities Exchange and is subject to certain rules regarding material
non-public information that it may not be permitted to disclose.
1. Confidential Information. The training techniques and materials), (ii) trade secrets
Confidential Information protected hereby is defined concerning the business and affairs of Disclosing Party
as that non-public information of a Disclosing Party and its affiliates, product specifications, data, know-
furnished for review by or disclosed to a Receiving how, formulae, compositions, processes, designs,
Party hereunder in writing, orally, by electronic sketches, photographs, graphs, drawings, samples,
transmittal or by demonstration or inspection of inventions and ideas, past, current, and planned
tangible objects (including without limitation research and development, current and planned
prototypes, samples and the like) whether or not manufacturing or distribution methods and processes,
designated as “confidential” or “proprietary” or by customer lists, current and anticipated customer
some similar designation, which the Disclosing Party requirements, pricelists, market studies, business
would not provide to the Receiving Party except upon plans, computer software and programs (including
the Receiving Party’s agreement to maintain the object code and source code), computer software and
confidentiality and security thereof and to restrict its database technologies, systems, structures and
use thereof to the Disclosure Purpose. The parties architectures (and related processes, formulae,
stipulate that Confidential Information includes by composition, improvements, devices, know-how,
way of example, but not of limitation, (i) information inventions, discoveries, concepts, ideas, designs,
concerning the business and affairs of Disclosing Party methods and information), and any other information,
(which includes historical financial statements, however documented, that is a trade secret of
financial projections and budgets, historical and Disclosing Party and/or its affiliates within the
projected sales, capital spending budgets and plans, the meaning of applicable law, and (iii) material non-
names and backgrounds of key personnel, personnel public information, as such term may be defined under

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applicable securities laws. Notwithstanding the
foregoing, the Parties acknowledge that Curaleaf, Inc.
is a subsidiary of an entity that is publicly traded on the
Canadian Securities Exchange and is subject to certain
rules regarding material non-public information that it
may not be permitted to disclose.
Confidential Information does not include any
information which: (i) was publicly known and made
generally available in the public domain prior to the
time of disclosure by the Disclosing Party; (ii)
becomes publicly known and made generally available
after disclosure by the Disclosing Party to the
Receiving Party through no action or inaction of the
Receiving Party; (iii) is already legally in the
possession of the Receiving Party at the time of
disclosure by the Disclosing Party as shown by the
Receiving Party’s files and records immediately prior
to the time of disclosure; (iv) is obtained by the
Receiving Party from a third party without a breach of
such third party’s obligations of confidentiality; or (v)
is independently developed by the Receiving Party
without use of or reference to the Disclosing Party’s
Confidential Information, as shown by documents and
other competent evidence in the Receiving Party’s
possession.
2. Confidentiality Obligations. Each Party as
Receiving Party of Confidential Information of the
other Party agrees to undertake all reasonable efforts to
protect the secrecy of and avoid disclosure and
unauthorized use of the Disclosing Party’s
Confidential Information including by: (i)
implementing reasonable measures to ensure the
protection, confidentiality, and security of any
Confidential Information of Disclosing Party in its
possession (exercising no less care in doing so than the
degree of care employed by Receiving Party to
preserve and safeguard its own confidential
information, but in no event less than a reasonable
degree of care), (ii) limiting its use of the Disclosing
Party’s Confidential Information to the Disclosure
Purpose; (iii) restricting access to the Disclosing
Party’s Confidential Information to those of Receiving
Party’s executives, employees, professional advisers,
consultants or authorized representatives having a need
to know the information for the Disclosure Purpose
and who have signed confidentiality agreements
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containing, or who are otherwise bound contractually
or professionally by confidentiality obligations at least
as restrictive as those contained herein; and (iv)
immediately notifying Disclosing Party upon
discovery of any loss or unauthorized disclosure of the
Disclosing Party’s Confidential Information. The
Parties agree that neither Party will knowingly
communicate any information to the other Party in
violation of the proprietary rights of any third party.
3. No License Granted. Confidential Information
is and shall remain the sole property of the Disclosing
Party. Each Party as Receiving Party recognizes and
agrees that nothing contained in this Agreement shall
be construed as granting Receiving Party any title or
property rights or rights of use by license or otherwise,
to any of Disclosing Party’s Confidential Information,
or to any invention or any patent, copyright, trademark,
or other intellectual property right based on such
Confidential Information. Receiving Party shall not
make, have made, use or sell for any purpose any
product or other item using, incorporating or derived
from any of Disclosing Party’s Confidential
Information. Neither this Agreement nor the disclosure
of any Confidential Information hereunder shall result
in any obligation on the part of either Party to enter into
any business relationship, transaction or further
agreement with the other Party. Each Party reserves the
right, in its sole discretion, to terminate any discussions
related to the Disclosure Purpose and to have the return
of its Confidential Information.
4. Restrictions. Receiving Party will not reproduce
or store the Disclosing Party’s Confidential
Information in any form except as required for the
Disclosure Purpose. Any copy of a Disclosing Party’s
Confidential Information in any form remains the
property of Disclosing Party and will contain all
confidential or proprietary notices or legends that
appear on the original, unless otherwise authorized in
writing by Disclosing Party. Receiving Party will not
modify, reverse engineer, decompile, create other
works from, or disassemble any device, process,
prototype, hardware or software programs constituting
or containing the Confidential Information unless
otherwise authorized in writing by Disclosing Party.
5. Term; Continuing Obligations. This Agreement
will commence on the earlier of the Effective Date or
the date of the first disclosure by either party of any of
its Confidential Information to the other as Receiving
Party for the Disclosure Purpose and each Party’s
obligations as a Receiving Party hereunder shall
survive until the earlier of (i) two years from the
Effective Date and (ii) such time as the Confidential
Information of which it is the Receiving Party
hereunder becomes publicly known through no action
or inaction of itself as Receiving Party; provided,
however, that any trade secrets disclosed to the
Receiving Party by the Disclosing Party hereunder
shall remain subject to this Agreement until any such
trade secret is no longer deemed a trade secret by the
Disclosing Party. All documents and other tangible
objects containing or representing Confidential
Information of a Disclosing Party, and all copies
thereof, which are in the possession of a Receiving
Party, shall be promptly returned by the Receiving
Party upon termination of discussions or review related
to the Disclosure Purpose.
6. Disclaimers. ANY AND ALL CONFIDENTIAL
INFORMATION FURNISHED BY A DISCLOSING
PARTY HEREUNDER IS PROVIDED AS IS AND
WITHOUT WARRANTIES OF ACCURACY OR
COMPLETENESS EITHER EXPRESS OR
IMPLIED AND ANY RELIANCE THEREON BY
THE RECEIVING PARY IS AT THE RECEIVING
PARTY’S OWN RISK.
7. STANDSTILL
For a period of 12 months from the date of this
Agreement, the Non-Curaleaf Party will not, and the
Non-Curaleaf Party will cause its representatives or
affiliates not to, in any manner, directly or indirectly,
alone or jointly or in concert with any other person
(including by providing financing to any other person),
without the prior written consent of Curaleaf (which,
for the purposes of this section 7, includes its parent,
Curaleaf Holdings, Inc.) or its board of directors,
effect, seek, offer or propose, or in any way assist,
advise or encourage any other person to effect, seek,
offer or propose, in each case whether publicly or
otherwise, any of the following:
(a) acquire, offer to acquire, or agree to acquire,
directly or indirectly, by purchase or otherwise,
any voting securities or direct or indirect rights
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or options to acquire any voting securities of
Curaleaf or any of its parent or subsidiaries, or
of any successor to or person in control of
Curaleaf, or any assets of Curaleaf or of its
divisions or of any such successor or
controlling person;
(b) make, or in any way participate, directly or
indirectly, in any, “solicitation” of “proxies”
(as such terms are used under applicable
securities law), or any other activity in order to
vote, advise or seek to influence any person
with respect to the voting of any voting
securities of Curaleaf or any of its subsidiaries;
(c) make any public announcement with respect to,
or submit a proposal for, or offer of (with or
without conditions) any tender or exchange
offer, take-over bid, amalgamation, plan of
arrangement, merger, recapitalization,
reorganization, restructuring, liquidation,
dissolution, business combination or other
extraordinary transaction involving Curaleaf or
any of its subsidiaries or any of their securities
or assets;
(d) form, join or in any way participate in a
“group” to attempt to influence the conduct of
the holders of voting securities of Curaleaf or
take any other action to seek to control or
influence the directors, management or policies
of Curaleaf or to obtain representation on the
board of directors of Curaleaf;
(e) otherwise act, alone or in concert with others
(including, without limitation, by providing
financing to another party), to seek or offer to
control or influence the management, board of
directors, policies or affairs of Curaleaf;
(f) attempt to induce any person not to make or
conclude any proposal with respect to Curaleaf,
by threatening or indicating that the Non-
Curaleaf Party or its representatives or
affiliates may take any of the foregoing actions;
(g) make any public or private disclosure of any
consideration, intention, plan or arrangement to
do or take any of the foregoing;
 (h) make any public or private disclosure of any
consideration, intention, plan or arrangement to
do or take any of the foregoing;
(i) enter into any discussions or arrangements with
respect to, or act as a financing source for, any
of the foregoing actions;
(j) take any action which might require us to make
public disclosure regarding any of the
foregoing;
(k) advise, assist or encourage any other persons in
connection with any of the foregoing; or
(l) request Curaleaf or any of its representatives,
directly or indirectly, to amend or waive any
provision of this paragraph.
The Non-Curaleaf Party will promptly advise Curaleaf
of any inquiry or proposal made to the Non-Curaleaf
Party with respect to any of the foregoing.
8. GENERAL PROVISIONS.
8.1 Applicable Law. This Agreement will be
interpreted and construed in accordance with the laws
of the Commonwealth of Massachusetts, without
giving effect to any conflicts of laws principles that
require the application of the law of a different state.
Each Party agrees that an action for injunction may be
brought in the jurisdiction in which a Party hereto that
is alleged to have made or threatened an unauthorized
disclosure maintains its principal place of business or
where any unauthorized disclosure occurs or is
threatened.
8.2 Severability. If any provision of this Agreement
is, for any reason, held to be invalid or unenforceable,
the other provisions of this Agreement will be
unimpaired and the invalid or unenforceable provision
will be deemed modified so that it is valid and
enforceable to the maximum extent permitted by law.
8.3 No Assignment. Receiving Party will not assign
or transfer any rights or obligations under this
Agreement without the prior written consent of
Disclosing Party and any attempted assignment,
IN WITNESS WHEREOF, the Parties have caused this Mutual Nondisclosure Agreement to be executed under seal
on the dates below to be effective as of the Effective Date.
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subcontract, delegation, or transfer in violation of the
foregoing will be null and void.
8.4 Notices. Each Party must deliver all notices or
other communications required or permitted under this
Agreement in writing to the other Party at the address
listed, by courier, by certified or registered mail
(postage prepaid and return receipt requested), or by a
nationally-recognized express mail service. Notice
will be effective upon receipt or refusal of delivery.
Each Party may change its address for receipt of notice
by giving notice of such change to the other Party.
8.5 Injunctive Relief. Receiving Party acknowledges
that its breach of this Agreement will cause irreparable
damage to Disclosing Party for which monetary
damages would not be an adequate remedy and agrees
that the Parties will be entitled to seek injunctive relief
under this Agreement in any jurisdiction in which a
Party alleged to have made or threatened an
unauthorized disclosure maintains its principal place of
business or where any unauthorized disclosure occurs
or is threatened, without the necessity of posting bond
or proving that it has no adequate remedy at law.
8.6 Cumulative Remedies. The rights and remedies
provided to each Party in this Agreement are
cumulative and in addition to any other rights and
remedies available to such party at law or in equity.
8.7 Waiver. Any waiver or failure to enforce any
provision of this Agreement on one occasion will not
be deemed a waiver of any other provision or of such
provision on any other occasion.
8.8 Entire Agreement. This Agreement is the final
and exclusive agreement of the Parties with respect to
the subject matter hereof. No modification or waiver of
any rights under this Agreement will be effective
unless in writing and signed by the Parties.
8.9 Counterparts. This Agreement may be executed
in separate counterparts (including via facsimile or
PDF), each of which is deemed to be an original and
all of which taken together constitute one and the same
agreement.
Curaleaf, Inc. _______________________________________

By: By:

Name: __________________________________ Name:___________________________________

Title: __________________________________ Title: ___________________________________

Date: Date:

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