Membership Interest Purchase Agreement Amendment 1 Denham dated March 30, 2020

Exhibit 10.19

FIRST ADDENDUM TO MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS FIRST ADDENDUM (the “Addendum”) entered into on March 31, 2020, amends, modifies, supplements and clarifies the terms and conditions of that certain Membership Interest Purchase Agreement (the “Agreement”), dated as of January 22, 2020, by and among 4Front Holdings, LLC, a Delaware limited liability company (“4F Holdings”), 4Front Arkansas, LLC, a Delaware limited liability company (“4F Arkansas”, and together with 4F Holdings, collectively, the “Seller”), and Denham Investments, LLC, an Arkansas limited liability company (“Buyer”). Terms capitalized but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

RECITALS:

WHEREAS, Seller and Buyer entered into the Agreement with the intent to close the sale, transfer, and assignment of Seller’s Collective Interest on January 22, 2020; and

WHEREAS, Seller and Buyer now desire to amend the Agreement in certain respects as more particularly set forth below. In that regard, the Addendum shall merge with the Agreement to become a part thereof and be fully binding upon the parties, and their respective affiliates and assigns.

NOW, THEREFORE, in consideration of the execution and delivery of this Addendum and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as follows:

“Section 1.03 Payment of Purchase Price. The Purchase Price shall be paid to the Seller as follows:

purpose of affording Seller an opportunity to provide ANP and its members with advance notice regarding their respective right of first refusal to purchase the ANP Interest under Section 11.04 of that certain Limited Liability Company Agreement of ANP, dated as of September 16, 2017 (the “LLC Agreement”);

2.07and 3.06 hereof, if ANP and/or its members elect to exercise their right of first refusal with regard to the ANP Interest, the Payment shall be applied to the Purchase Price allocated to the PBM Interest pursuant to Section 1.02 hereof (i.e., $2,479,737.00) (the “PBM Purchase Price”), and

“Section 1.04 Closing. The closing of the sale, transfer and assignment of the PBM Interest from Seller to Buyer (the “First Closing”) shall take

place on January 22, 2020 (the “First Closing Date”). The closing of the sale, transfer and assignment of the ANP Interest from Seller to Buyer (the “Second Closing,” and together with the First Closing, collectively, the “Closing”) shall take place on the first business day following the expiration of any and all notice periods provided under Section 11.4 of the LLC Agreement, as defined below, assuming that ANP or its members have not exercised it or their rights under this Section 11.4 of the LLC Agreement (the “Second Closing Date,” and together with the First Closing Date, collectively, the “Closing Date”), remotely via the parties’ exchange of counterpart signature pages and other deliverables as set forth in this Agreement.”

“Section 1.06 Future Payment or Final Payment Security. If Buyer fails to timely pay any or all of the Future Payment or Final Payment, as applicable, when due according to Section 1.03 and Section 1.05 above, then Seller or its designee, in its sole discretion, shall have the right, but not the obligation, to cause Buyer or its designee, assignee, successor, transferee, or the individual or entity having any economic benefit and/or control (collectively the “License Holders”) of the Arkansas Medical Marijuana Dispensary Licenses affiliated with, as of the date hereof, Pine Bluff License Co and Arkansas Natural Products I, LLC, an Arkansas limited liability company (collectively the “Licenses”) to transfer and assign all of License Holders interests in all entities and affiliated entities to Seller. If Buyer exercises its option in Section 1.05 above, Seller or its designee shall receive only the interest associated with Pine Bluff License Co. The Parties acknowledge this provision is intended to be security for the payment of the Future Payment or Final Payment, as applicable, and Buyer agrees to cooperate and use all good faith efforts to facilitate the transfer of all of Buyer’s and License Holders’ economic interest and control in the Licenses to Seller. Buyer appoints Seller at its proxy for the purposes of effectuating the transaction contemplated in this Section 1.05.”

“Section 5.06 Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price or PBM Purchase Price for tax purposes, unless otherwise required by applicable law.”

[Signature Page(s) to follow]

IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed, effective as of the date first written above.

SELLER:

4Front Holdings, LLC, a Delaware limited liability company

By: /s/ Josh Rosen

Josh Rosen, Manager

4Front Arkansas, LLC, a Delaware limited liability company

By: /s/ Josh Rosen

Josh Rosen, Manager

BUYER:

Denham Investments, LLC, an Arkansas limited liability company

By:  /s/ John P. Denham

John P. Denham, Manager