Release clause samples

Pursuant to the Warrant Certificates, the Company may accelerate the expiry date of the Warrants in the event that the closing price of the Company’s shares on the CSE Exchange is $0.75 or more for ten (10) consecutive trading days and the Company has provided notice to the Warrant holders, by news release, that the Warrant Holders are required to exercise the Warrants within thirty (30) calendar days (the “Acceleration Trigger”) or the Warrants will be cancelled on the date that is thirty (30) days after the date of the news release. For greater certainty one non-receipt by the warrant holder of such notice will not invalidate the accelerated expiry time of the Warrants as aforesaid.

The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. Certain information contained herein may constitute “forward-looking information” under Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as, “will be”, “looking forward” or variations of such words and phrases or statements that certain actions, events or results “will” occur. Forward-looking statements regarding the Company increasing investors awareness are based on the Company’s estimates and are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of NexTech to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including capital expenditures and other costs. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. NexTech will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.

Forward-looking information is subject to various risks and uncertainties which could cause actual results and experience to differ materially from the anticipated results or expectations expressed in this news release. The key risks and uncertainties include but are not limited to: general global and local (national) economic, market and business conditions; governmental and regulatory requirements and actions by governmental authorities; and relationships with customers, business partners and competitors, the Company’s ability to win business from new customers and expand business from existing customers, the timing of new customer wins, and achieving the Company’s development goals. As a result of the foregoing, readers should not place undue reliance on the forward-looking information contained in this news release concerning the development of NexTech’s products and markets and the receipt of all required regulatory approvals. A comprehensive discussion of other risks that impact NexTech can also be found in NexTech’s public reports and filings which are available under NexTech’s profile at www.sedar.com.

The Severance Payment will be paid to Executive in equal installments on the Company’s regularly scheduled payroll dates over the twelve-month period following the Employment Termination Date upon the condition that the Executive has delivered a signed release to the Company (the “Release”) and the Release has become irrevocable in accordance with its terms (the “Payment Commencement Date”). The foregoing notwithstanding, however, due to the Section 409A deferral requirements as outlined in paragraph 16(a) of this Agreement, any payments that would be paid to Executive under this provision in the months of April, May, June, July, August and September 2021 shall be deemed the “Delayed Payment” and shall not be paid to Executive until October 1, 2021, at which time, the entire Delayed Payment shall be paid to Executive in a lump sum, less applicable withholdings. The Company and Executive agree that the Release shall be in the form attached hereto as Exhibit A, and that as a condition to payment of the benefits described in Paragraphs 6(ii) and (iii) of the Agreement, Executive shall execute the Release following, but not more than forty-five (45) days following, the Employment Termination Date. The Company shall execute the Release on the date following the Employment Termination Date, provided that the Company’s execution of the Release shall be void ab initio if Executive either does not execute the Release in accordance with the prior sentence or revokes the Release. The Company’s execution of the Release shall become irrevocable if Executive executes the Release in accordance with this sentence and does not revoke the Release and, if the Release becomes effective, it shall be deemed to satisfy the requirements of Paragraph 23 of this Agreement.

Executive, on behalf of himself and Executive’s attorneys, heirs, executors, administrators, representatives, agents, successors, and assigns, and anyone claiming for Executive or on Executive’s behalf (collectively, with Executive, the “Executive Parties”) fully release and discharge the Company and its present, past, and future parents, subsidiaries, and affiliated corporations, divisions, affiliates, predecessors, principals, partners, joint ventures, representatives, successors, and assigns, and their past and present owners, directors, officers, employees, stockholders, attorneys, agents, trustees, and insurers, and all persons acting by, through, under or in concert with any of them and all other persons, firms and corporations whomsoever in their individual, corporate, or official capacities (collectively, with the Company, the “CSG Parties”), and the Company, on behalf of itself and the CSG Parties, fully release and discharge the Executive Parties, from any and all liability, actions, causes of actions, and claims of any nature, whether known or unknown, in connection with Executive’s employment and all interactions, agreements, contracts, express or implied, which the Executive Parties have against the CSG Parties and which the CSG Parties have against the Executive Parties, in each case through the applicable signature dates of this Mutual Release. This Mutual Release, however, does not apply to any claim which as a matter of law cannot be released, including, but not limited to, claims for unemployment insurance benefits and workers’ compensation claims. The Executive Parties and the CSG Parties agree that it is their respective intent to release all claims which they can legally release. This Mutual Release excludes claims that cannot be released or waived by law or private agreement.

or ordinance; breach of contract claims; breach of any collective bargaining agreement claims; tort claims, including negligence; and all demands, damages expenses, fees (including attorneys’ fees, court costs, expert witness fees, etc.), which the Executive Parties have against the CSG Parties and which the CSG Parties have against the Executive Parties, including, but not limited to, Executive’s employment and the termination of Executive’s employment, or any acts, transactions, or occurrences between the CSG Parties and the Executive Parties through each Party's applicable signature dates on this Mutual Release. This release does not purport to waive claims arising after each Party's signature date on this Mutual Release.

If Executive signs this Mutual Release, Executive will have seven (7) days after signing this Mutual Release to revoke, rescind, or cancel Executive’s consent to this Mutual Release. If Executive wishes to revoke this Mutual Release, Executive agrees to do so in writing within seven (7) days after signing this Mutual Release, by delivering written notice of Executive’s intent to revoke to Greg Cannon, the Company’s General Counsel, at 6175 S Willow Drive, 10th Floor, Greenwood Village, CO 80111.

Subject to the permitted disclosures in Section 8, the Parties hereby covenant and agree not to commence against the other Party a legal action or other proceedings or assert any defenses arising from or based, in whole or in part, on the claims, counterclaims, causes of action, suits, defenses, injuries, damages, losses and/or rights released in this Mutual Release. The Parties expressly agree that this Mutual Release may be pled as a full and complete defense to any action or other proceeding released in this Mutual Release, and as a basis for abatement of, or injunction against, such actions. In the event of any breach of the foregoing, the non-breaching Party will recover its reasonable attorney fees and actual costs and expense of enforcing this Section 4. Nothing in this Mutual Release shall, however, be construed as an agreement not to commence legal action to enforce the terms of this Mutual Release.

The Parties to this Mutual Release each acknowledge that (i) they have been represented by counsel of their own choosing with respect to the negotiation and signing of this Mutual Release, (ii) they have had the opportunity to review and reflect on the terms of this Mutual Release, and (iii) they have not been the subject of any undue or improper influence that would interfere with the exercise of their understanding and will to sign this Mutual Release. The Parties agree to bear their own costs and attorneys’ fees related to this Mutual Release.

Task (see body of Policy for full details on task) Action Taken (Y/N) Recommending the external auditor to be nominated by the Board. Recommending the compensation to be paid to the external auditor. Review the external auditor’s annual audit plan, fee schedule and any related services proposals. Oversee the work of the external auditor Ensure that the external auditor is independent. Ensure that the external auditor is in good standing with the Canadian Public Accountability Board. Ensure that the external auditor meets the rotation requirements for partners and staff assigned to the Company’s annual audit. Review and discuss with management and the external auditor the annual audited and quarterly unaudited financial statements and related Management Discussion and Analysis (“MD&A”). Review and discuss with management and the external auditor major issues regarding accounting principles and financial statement presentation. Review and discuss with management and the external auditor the external auditor’s written communications to the Audit Committee. Review and discuss with management and the external auditor all earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies prior to release. Review the external auditor’s report to the shareholders on the Company’s annual financial statements.

info@invictus-md.com www.invictus-md.com INVICTUS MD Canada’s Cannabis Company CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: This news release contains certain "forward-looking statements" within the meaning of such statements under applicable securities law. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. There is no assurance that the Proposal will be completed on the terms or within the timeframe contemplated in this news release or at all. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

This news release contains “forward-looking statements” which reflect the current expectations of management of the Company’s future growth, results of operations, performance and business prospects and opportunities. Wherever possible, words such as “may”, “would”, “could”, “will”, “anticipate”, “believe”, “plan”, “expect”, “intend”, “estimate”, “potential for” and similar expressions have been used to identify these forward-looking statements. These statements reflect management’s current beliefs with respect to future events and are based on information currently available to management. Forward-looking statements involve significant risks, uncertainties and assumptions. Many factors could cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, without limitation, those listed in the “Risk Factors” section of the Company’s Annual Information Form dated March 30, 2016 (which may be viewed at www.sedar.com). Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward looking statements prove incorrect, actual results, performance or achievements may vary materially from those expressed or implied by the forward-looking statements contained in this news release. These factors should be considered carefully, and prospective investors should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in the news release are based upon what management currently believes to be reasonable assumptions, the Company cannot assure prospective investors that actual results, performance or achievements will be consistent with these forward-looking statements.

The board of directors has adopted a majority voting policy to the effect that if a director nominee in an uncontested election receives a greater number of votes “withheld” than votes “for”, he or she must immediately tender his or her resignation to the board of directors. The Corporate Governance and Nominating Committee will consider the director’s offer to resign and make a recommendation to the board of directors whether to accept it or not. The board of directors shall accept the resignation unless there are exceptional circumstances, and the resignation will be effective when accepted by the board of directors. The board of directors shall make its final determination within 90 days after the date of the shareholder meeting and promptly announce that decision (including, if applicable, the exceptional circumstances for rejecting the resignation) in a news release. A director who tenders his or her resignation pursuant to the majority voting policy will not participate in any meeting of the board of directors or the Corporate Governance and Nominating Committee at which the resignation is considered. The majority voting policy does not apply to the election of directors at contested meetings; that is, where the number of directors nominated for election is greater than the number of seats available on the board of directors.

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. The TSX Venture Exchange has in no way passed upon the merits of the transaction and has neither approved nor disapproved the content of this press release.

2.Release by Employee. In consideration of the Company’s payment to Employee of the Severance Payment as described in this Agreement and Release, and in lieu of any other benefits, as a full and final settlement, Employee releases and discharges the Company and all of the Company’s past, present, and future officers, directors, principals, agents, employees, parents, shareholders, partners, subsidiaries, holding companies, affiliates, predecessors, successors, assigns, insurers, compensation and benefit plans and administrators, trustees, fiduciaries, and insurers of such compensation and benefit plans, from any and all claims and causes of action (except for claims arising specifically from a breach of this Agreement and Release), whether known or unknown, arising out of or related to Employee’s employment with the Company and any other events or transactions involving the Company which precede the date of this Agreement and Release. The entities released in the foregoing sentence shall be referred to collectively as the “Released Parties.” The claims and causes of action released by Employee include, but are not limited to, the following: contract claims; claims for salary, benefits, bonuses, severance pay, or vacation pay; claims or causes of action pertaining to any and all negligence and tort claims; claims for medical bills; all matters in law, in equity, or pursuant to statute, including damages, attorneys’ fees, costs, and expenses; and, without limiting the generality of the foregoing, to all claims, including, but not limited to, claims arising under Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Americans with Disabilities Act; 42 U.S.C. § 1981; the Age Discrimination in Employment Act; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act; the Genetic Information Nondiscrimination Act; Chapter 21 et seq. of the Texas Labor Code; Chapter 451 of the Texas Labor Code; or any other federal, state, or local law, statute, or ordinance affecting Employee’s employment with the Company; claims arising pursuant to any law, statute, ordinance, rule, or regulation, including, but not limited to, the previously mentioned federal law claims and claims under state law; and any and all other claims that were ever made the basis of, or could have been made the basis of, any claims against the Released Parties in any legal proceeding.

(b)I have had ample opportunity to consult with an attorney prior to executing this Agreement and Release. The Company advised me and encouraged me in writing herein to consult with an attorney prior to signing this Agreement and Release.

(g)If I sign this Agreement and Release prior to the end of the forty-five (45) day time period, I certify that, in accordance with 29 C.F.R. §1625.22(e)(6), I knowingly and voluntarily decided to sign the Agreement and Release after considering it less than forty-five (45) days and my decision to do so was not induced by the Released Parties through fraud, misrepresentation, or a threat to withdraw or alter the offer prior to the expiration of the forty-five (45) day time period. I have not been asked by the Released Parties to shorten my time period for consideration of whether to sign this Agreement and Release. If I decide to sign this Agreement and Release prior to the end of the forty-five (45) day time period, the Released Parties may expedite the processing of benefits provided to me in exchange for signing this Agreement and Release, subject to sections (h) and (i) below.

(i)I understand that following the seven (7) day revocation period, this Agreement and Release will be final and binding. I promise that I will not pursue any claim that I have settled by this Agreement and Release. If I break this promise, I agree to pay all of the Released Parties’ costs and expenses (including reasonable attorney’s fees) related to the defense of any such claims settled hereunder. Although I am releasing claims that I may have under the Older Workers Benefit Protection Act and the Age Discrimination in Employment Act which precede the date of this Agreement and Release, I understand that I may challenge the knowing and voluntary nature of this Agreement and Release under the Older Workers Benefit Protection Act and the Age Discrimination in Employment Act before a court, the EEOC, or any other federal, state, or local agency charged with the enforcement of any employment laws. I understand, however, that if I pursue a claim against the Released Parties under the Older Workers Benefit Protection Act and/or the Age Discrimination in Employment Act, a court has the discretion to determine whether the Released Parties are entitled to restitution, recoupment, or set off (hereinafter “reduction”) against a monetary award obtained by me in the court proceedings. A reduction never can exceed the amount I recover, or the consideration I received for signing this Agreement and Release, whichever is less. I also recognize that the Released Parties may be entitled to recover costs and attorneys’ fees incurred by them as specifically authorized under applicable law.

9.Reports to Government Entities. Nothing in this Agreement and Release, including the Confidentiality of Agreement and Release clause, restricts or prohibits Employee from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. However, to the maximum extent permitted by law, Employee is waiving her right to receive any individual monetary relief from Company or any of the Released Parties resulting from such claims or conduct, regardless of whether Employee or another party has filed them, and in the event Employee obtains such monetary relief, Company will be entitled to an offset for the payments made pursuant to this Agreement and Release. This Agreement and Release does not limit Employee’s right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of law. Employee does not need the prior authorization of Company to engage in conduct protected by this paragraph, and Employee does not need to notify Company that she has engaged in such conduct.

10.Entire Agreement. Employee and the Company acknowledge that this Agreement and Release constitutes the entire agreement between them and supersedes all prior written and oral agreements, save and except for the Key Management Proprietary Information and Inventions and Noncompetition Agreement dated April 1, 2013 (the “Noncompete Agreement”), as amended below in this Sections 10, and remains in full force and effect at the time of and following the execution of this Agreement and Release. Employee and the Company hereby agree to amend the Noncompete Agreement by deleting the following language from the second paragraph of Section 7 of the Noncompete Agreement: “, or so engaged by the Company within the then prior six (6) month period”. To avoid any doubt, Employee shall not solicit, recruit, or hire any person who is currently employed by the Company for the term of 12 months from the date of the termination of her employment with the Company. This Agreement and Release may not be modified, altered, or changed except by a written agreement signed by both Employee and a duly authorized representative of the Company. If any provision of this Agreement and Release is held to be invalid, the remaining provisions shall not be affected.

4.Time Limits. To receive severance benefits, you must sign the Agreement and Release and return it to Repros Therapeutics Inc., Attn: Kathi Anderson, 2408 Timberloch Pl., Suite B7, The Woodlands, Texas 77380, by the forty-sixth (46) day after receipt of the Agreement and Release, and not revoke the Agreement and Release. The Company cannot provide you with severance benefits if you do not timely return the Agreement and Release. You will have seven (7) days to revoke (cancel) the acceptance of the Release and Agreement. If you revoke (cancels) the Release, you will not receive any severance benefits.

Nothing enters our production facilities without the sign-off of a quality control professional, and every single control point, from cloning to the final lot release testing, is reviewed by our Quality Assurance team prior to lot release. Our typical lot release report is over 100 pages long, and we operate our own state-of-the-art laboratory for in-process testing, while relying on world-class third party labs for final testing of product prior to release.

This news release contains forward-looking information. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “estimates”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Canopy Growth Corporation, Tweed Inc., Tweed Farms Inc., Mettrum Health Corp., Bedrocan Canada Inc. or Spot Therapeutics Inc. to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained in this news release. Examples of such statements include future operational and production capacity, closing of the acquisition of the industrial building and property in Fredericton, the impact of enhanced infrastructure and production capabilities, timing to begin construction at the facility and the timeline for licensing and production, and the second tranche payment to the shareholders of Spot. The forward-looking information included in this news release are made as of the date of this news release and Canopy Growth does not undertake an obligation to publicly update such forward-looking information to reflect new information, subsequent events or otherwise unless required by applicable securities legislation.

I have read this Release and fully understand its terms. I am hereby being offered twenty-one (21)calendar days following the date on which this Release was presented to me to consider this Release. I am hereby advised in writing to consult with an attorney before signing this Release and I have done so or had the opportunity to do so.

In entering into this Release I acknowledge that I have not relied on any verbal or written representations by any Company representative other than those explicitly set forth in this Release. This Release sets forth the entire agreement between the Company and me and completely supersedes any prior agreements, oral statements or understandings concerning the termination of my employment and any benefits I might receive following that termination. This Release does not supersede my obligations and the Company’s rights under any agreement I have previously signed or executed with the Company pertaining to matters of confidentiality, intellectual property or restrictive employment covenants. I agree that I am not entitled to any other severance or benefits, vacation, bonus, commission or other payments of any kind, except those described in this Release.

Arizona law will apply in connection with any dispute or proceeding concerning this Release. Insofar as federal law does not control, venue as to any dispute regarding this Release, or interpretation thereof, shall be exclusively in Phoenix, Arizona.

or an exception thereto. Nevertheless, 4Front does not and cannot guarantee any particular tax effect or treatment of the amounts due under this Release. Except for 4Front’s responsibility to withhold applicable income and employment taxes from compensation paid or provided to you, 4Front will not be responsible for the payment of any applicable taxes on compensation paid or provided pursuant to this Release. Notwithstanding any other provision of this Release to the contrary, neither the time nor schedule of any payment under this Release may be accelerated or subject to further deferral except as permitted by Section409A of the Code and the applicable regulations. You do not have any right to make any election regarding the time or form of any payment due under this Release. Notwithstanding anything in this Release to the contrary, if 4Front concludes, in the exercise of its discretion, that the severance benefits described in this Release are subject to Section409A of the Code no severance payment will be paid prior to your “separation from service” as defined in Treasury Regulation Section1.409A-1(h) (applying the default rules of Treasury Regulation Section1.409A-1(h)). Installment payments shall be treated as separate payments for purposes of Treasury Regulation Section1.409A-2(b)(2)(iii).

a new grant of options to purchase 1,400,000 of 4Front’s ClassA Subordinate Voting Shares (“SVS”) at a purchase price of Cdn$0.80 per SVS, which options shall vest as follows: (i)two-thirds (2/3) of such options shall immediately vest upon the parties’ execution of this Release, and (ii)the remaining one-third (1/3) of such options shall vest on the first (1st) anniversary of the parties’ execution of this Release. Such new grant of options will be evidenced by an option certificate, to be executed and delivered by 4Front in the form attached hereto as Exhibit A.

6. Complete Release. It is understood and agreed that this is a full, complete and final general release of any and all claims described as aforesaid, and that Employee agrees that it shall apply to all unknown, unanticipated, unsuspected and undisclosed claims, demands, liabilities, actions or causes of action, in law, equity or otherwise, as well as those which are now known, anticipated, suspected or disclosed. Employee hereby expressly waives and relinquishes all rights and benefits under any law or legal principle of similar effect in any jurisdiction with respect to the release granted in this Agreement.

(viii)Wilkes Barre Property Mortgage Release. Evidence, reasonably satisfactory to the Buyer, that certain Open-End Mortgage, Assignment, Security Agreement and Fixture Filing dated August 20, 2019 by RE Company in favor of LI Lending, LLC affecting the Wilkes Barre Property and recorded in the Recorder of Deeds Office of Luzerne County, Pennsylvania as Instrument Number 201946742 in Deed Book 3019, Page 153900 shall have been satisfied, released or discharged at or prior to the Closing.

5.Repayment of the Notes; Termination of Loan Documents. Contemporaneously with the execution and delivery of this Termination Agreement by the Parties, (a) Premium will pay, or will cause to be paid, to the Escrow Agent, the Notes Repayment Amount in full satisfaction and release by SSCG of the Notes, and (b) SSCG will deliver to the Escrow Agent the fully executed, but undated, Satisfaction and Release. On the Termination Date and subsequent to SSCG’s redemption of Bayside, the Escrow Agent will release (i) the Notes Repayment Amount to SSCG and (ii) the Satisfaction and Release to Premium. The Parties acknowledge and agree that the Demand Note will continue to increase in its principal amount and accrued but unpaid interest thereon from the Effective Date though the Termination Date, and that SSCG will not be entitled to any additional sums in addition to the Notes Repayment Amount for the repayment in full of the Demand Note or the any of the other Notes.

9.Mutual Release. In consideration of the covenants, agreements, and undertakings of the Parties under this Termination Agreement, each Party, on behalf of itself and its respective present and former parents, subsidiaries, affiliates, officers, managers, directors, shareholders, members, successors, and assigns (collectively, “Releasors”) hereby releases, waives, and forever discharges each other Party and its respective present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members, agents, and permitted successors and permitted assigns (collectively, “Releasees”) of and from any and all Claims, which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or by reason of any matter, cause, or thing whatsoever from the beginning of time through the Effective Date arising out of or relating to the Agreements, and, upon the sale of the Notes to ManagerCo, the Loan Documents, or otherwise relating to their business relationship prior to the Effective Date, except for any Claims relating to rights and obligations preserved by, created by, or otherwise arising out of this Termination Agreement.

(a) Employee hereby unconditionally and absolutely releases Montauk and its shareholders (including Montauk Holdings USA LLC and Montauk Holdings Limited), subsidiaries, affiliates, successors, assigns and all of their respective directors, managers, officers, partners, members, managers, employees, trustees (in their official and individual capacities), employee benefit plans and their administrators and fiduciaries (in their official and individual capacities), representatives or agents, and each of their affiliates, successors and assigns (each a “Released Party” and collectively the “Released Parties”) from any and all rights and claims that arose prior to Employee’s signing of this Release. The release and waiver under this Release is intended to have the broadest application. The rights and claims that Employee hereby releases include, but are not limited to any and all claims for violation of TitleVII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act (“ADEA”), the Genetic Information Nondiscrimination Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Fair Labor Standards Act, the Fair Credit Reporting Act, the Worker Adjustment and Retraining Notification Act, tire Pennsylvania Wage Payment and Collection Law, the Pennsylvania Minimum Wage Act, the Pennsylvania Human Relations Act, or any other federal, state, or local statute, regulation, or common law theory, all claims for reprisal, whistleblowing or retaliation under federal, state or local law, any and all claims that involve or in any way relate to Employee’s employment with Montauk and the separation of Employee’s employment with Montauk, and all other losses, liabilities, claims, charges, demands, and causes of actions, claims for attorney’s fees, costs, expenses, known or unknown, suspected or unsuspected, arising directly or indirectly out of or in any way connected with Employee’s employment with Montauk. The parties declare and represent that they intend this Release to be complete and not be subject to any claim of mistake, and that the Release in this Release constitutes a final, full and complete release.

(c) WAIVER OF JURY TRIAL: THE PARTIES IRREVOCABLY WAIVE ANY AND ALL RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS RELEASE OR ANY TRANSACTIONS CONTEMPLATED IN CONNECTION WITH THE RELEASE. THE PARTIES ACKNOWLEDGE THAT THIS FOREGOING WAIVER OF JURY TRIAL IS KNOWING AND VOLUNTARY.

(a) This Release is not intended to supersede and does not supersede any confidentiality agreement between Employee and Montauk, including but not limited to the Confidentiality Agreement that Employee entered into in connection with Employee’s employment with Montauk. This Release otherwise represents the entire agreement between Employee and Montauk regarding the subject matter of tills Release, and the Released Parties have made no written or oral representations or promises to, or agreements with, Employee other than the promises and agreements made by Montauk in this Release. This Release may not be modified or amended, nor may any rights under it be waived, except in a writing signed and agreed to by Montauk and Employee specifically referencing the provision being changed or modified.

(c) Prior to signing this Release, Employee is advised by Montauk to consult with an attorney prior to signing the Release. Employee acknowledges that Employee has entered into this Release knowingly and voluntarily and with full knowledge and understanding of the provisions of this Release after being given the opportunity to consult with counsel and has not been forced or pressured in any manner whatsoever to sign this Release.

e. the Executive is aware that this Release shall become void if the Executive revokes the Executive’s agreement to this Release within seven (7)days following the date of execution of this Release. The Executive may revoke this Release at any time during such seven-day period by delivering (or causing to be delivered) to the Chief Executive Officer of the Company at 910 Clopper Road, Suite 201S, Gaithersburg, Maryland 20878 written notice of the Executive’s revocation of this Release no later than the seventh (7th) full day following the date of execution of this Release.

11. Restrictive Covenants, Assistance in Litigation, Tax Withholding, and Code § 409A Compliance. The Executive expressly acknowledges and agrees that her obligations under Section7 (Secrecy, Non-Solicitation and Non-Competition) and Section12 (Assistance in Litigation) of the Employment Agreement shall remain in full force and effect after the date hereof, notwithstanding anything to the contrary in this Release. In addition, for the avoidance of doubt, Sections 20 and 21 of the Employment Agreement concerning compliance with tax withholding and Code Section409A shall apply to all payments referred to in this Release.

13. Waiver. The failure of either of the parties hereto to at any time enforce any of the provisions of this Release shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Release or any term hereof or the right of either of the parties hereto thereafter to enforce each and every term of this Release. No waiver of any breach of any of the terms of this Release shall be effective unless set forth in a written instrument executed by the party against whom or which enforcement of such waiver is sought, and no waiver of any such breach shall be construed or deemed to be a waiver of any other or subsequent breach.

Further information: Cam Battley Marc Lakmaaker Executive Vice President NATIONAL Equicom +1.905.864.5525 mlakmaaker@national.ca cam@auroramj.com +1.416.848.1397 www.auroramj.com This news release contains certain "forward-looking statements" within the meaning of such statements under applicable securities law. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements include, but are not limited to, the successful completion of the Offering and the use of proceeds of the Offering and the Company’s intention to continue international and domestic expansion. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. A more complete discussion of the risks and uncertainties facing the Company appears in the Company’s Annual Information Form and continuous disclosure filings, which are available at www.sedar.com.

For Aurora: Cam Battley Marc Lakmaaker Executive Vice President NATIONAL Equicom +1.905.864.5525 +1.416.848.1397 cam@auroramj.com mlakmaaker@national.ca Information set forth in this news release contains forward-looking information and statements that are based on assumptions as of the date of this news release. These statements reflect management’s current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. The terms and phrases "goal", "commitment", "guidance", "expects", "would", "will", "continuing", "drive", "believes", "indicate", "look forward", "grow", "outlook", "forecasts", “intend”, and similar terms and phrases are intended to identify these forward-looking statements. The Corporation cautions that all forward looking information and statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond the Corporation’s control. Such factors include, among other things: risks and uncertainties relating to the Corporation’s ability to complete the proposed shares for debt transaction. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, the Corporation undertakes no obligation to publicly update or revise forward-looking information.

Aurora has not yet commenced the offer noted above in this news release. Upon commencement of the offer, aurora will file a takeover bid circular with various securities commissions in Canada. The takeover bid circular will contain important information about the offer and should be read in its entirety by CanniMed shareholders and others to whom the offer is addressed. After the offer is commenced, CanniMed shareholders (and others) will be able to obtain, at no charge, a copy of the offer to purchase, takeover bid circular and various associated documents when they become available on the system for electronic document analysis and retrieval (SEDAR) at www.sedar.com. This announcement is for informational purposes only and does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any other solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for any security. The offer will not be made in, nor will deposits of securities be accepted from a person in, any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, aurora may, in its sole discretion, take such action as it deems necessary to extend the offer in any such jurisdiction.

If, beginning on that date that is four months and one day following the closing of the Offering and prior to the Maturity Date, the VWAP of the Common Shares on the TSX (or such other Canadian stock exchange on which the Common Shares are listed for trading) for 10 consecutive trading days equals or exceeds $9.00, as adjusted in accordance with Section 6.5, the Corporation may force conversion of all but not less than all of the principal amount (less any tax required by law to be deducted or withheld) of the Debenture at the Conversion Price, upon giving the Debentureholders 30 days advance written notice by way to the Trustee in accordance with Section 13.3 (the “Forced Conversion Notice”) and concurrently issuing a news release. The Corporation shall pay all accrued and unpaid interest (less any tax required by law to be deducted or withheld) in cash. The holder of a Debenture may convert such Debenture in whole or in part into Common Share until 4:30 p.m. (Vancouver time) on the Business Day prior to the date the Debenture is forced to convert in the manner provided in Section 6.4.

In respect of the forward-looking statements and information concerning the anticipated completion and benefits of the proposed Private Placement and the anticipated timing for completion of the Private Placement, Liquor Stores and Aurora have provided such in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the implementation of legislation and a regulatory regime in respect of cannabis that will permit Liquor Stores to establish a retail cannabis business; that under applicable laws or rules in respect of cannabis Aurora and its affiliates will be permitted to own securities of Liquor Stores and take certain actions with Liquor Stores in furtherance of the development of a retail cannabis business together; the time required to prepare and mail Liquor Stores shareholder meeting materials, including the required information circular; the ability of the parties to receive, in a timely manner, the required government, regulatory, shareholder and other third party approvals required to complete the Private Placement and participate in the retail adult use market for cannabis in Canada; the assets and employees of Liquor Stores and Aurora; the plans of Liquor Stores to establish cannabis retail outlets; and the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Private Placement. Dates may change for a number of reasons, including unforeseen delays in preparing meeting materials, inability to secure necessary government, regulatory, shareholder or other third party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Private Placement. In general, actual outcomes may vary from the forward-looking information contained in this press release. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release.

Throughout the evening of May 13, 2018 and the early morning of May 14, 2018, representatives of the parties finalized the Original Agreement and the related documents and press release. The Original Agreement, the Director and Officer Voting and Support Agreements and the Shareholder Voting and Support Agreements were executed in the early morning on May 14, 2018 and later that morning, prior to the opening of trading on the TSX, MedReleaf and Aurora issued a joint press release announcing entry into the transaction.

The board of directors of each Party shall promptly reaffirm its unanimous recommendation of the Arrangement by press release after: (i) it determines any Acquisition Proposal, as applicable, that has been publicly announced or publicly disclosed is not a Superior Proposal, as applicable; or (ii) it determines that a proposed amendment to the terms of the Arrangement would result in any Acquisition Proposal, as applicable, which has been publicly announced or made not being a Superior Proposal, as applicable, and the other Party has so amended the terms of the Arrangement. The other Party and its counsel shall be given a reasonable opportunity to review and comment on the form and content of any such press release. Each Party shall make all reasonable amendments to such press release as requested by the other Party and its counsel.

This news release includes statements containing certain "forward-looking information" within the meaning of applicable securities law ("forward-looking statements"). Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements.

These statements are only predictions. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made. Any number of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements including, but not limited to: the ability of the parties to receive and maintain, in a timely manner, the required government, regulatory and other third party approvals required to participate in the retail adult use market for cannabis in Canada, including retail cannabis licenses in Alberta; that, under applicable laws or rules in respect of cannabis, Aurora and its affiliates will be permitted to take certain actions with Alcanna in furtherance of the development of a retail cannabis business together, including permitting Alcanna to own and operate Aurora-branded retail cannabis stores; the availability of appropriate retail locations in the identified areas; the timing and opening of retail cannabis locations; the assets and employees of Alcanna and Aurora; the availability of retail-cannabis products; the timing and legalization of recreational cannabis products; changes to cannabis laws; and changes in general market conditions.

(d) The ICC Board shall promptly reaffirm its unanimous recommendation of the Arrangement by press release after: (i) the ICC Board determines any ICC Acquisition Proposal that has been publicly announced or publicly disclosed is not an ICC Superior Proposal; or (ii) the ICC Board determines that a proposed amendment to the terms of the Arrangement would result in any ICC Acquisition Proposal which has been publicly announced or made not being an ICC Superior Proposal, and Aurora has so amended the terms of the Arrangement. Aurora and its counsel shall be given a reasonable opportunity to review and comment on the form and content of any such press release. ICC shall make all reasonable amendments to such press release as requested by Aurora and its counsel.

You hereby waive and relinquish any rights and benefits that you may have under Section1542 or any similar statute or common law principle of any jurisdiction with respect to the release of claims (other than as set forth in Section2). You acknowledge that you may hereafter discover facts in addition to or different from those that you now know or believe to be true with respect to the subject matter of this release, but it is your intention to fully and finally and forever settle and release any and all claims (other than as set forth in Section2) that do now exist, may exist or heretofore have existed with respect to the subject matter of this release. In furtherance of this intention, the release contained herein shall be and remain in effect as full and complete releases notwithstanding the discovery or existence of any such additional or different facts.

5. Confidentiality of Release. You agree to keep the fact and substance of this release completely confidential. You understand that this confidentiality restriction includes and expressly prohibits disclosure through social media, including social or professional networking websites, blogs, internet message boards, and/or video sharing websites. Except as otherwise provided in this release, you may disclose this release only to your current spouse/registered domestic partner, your attorney and your financial advisors, and to each of them only if you first specifically and expressly inform such person of this confidentiality obligation and such person also agrees to be so bound. By your signature below, you represent that you have not, directly or through any third party, disclosed to any unauthorized person the fact or terms of this release before signing it.

Any such forward-looking statements are based on assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to the Company’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause the Company’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, obtaining the necessary approvals from the TSXV to effect the Consolidation, the listing of the Common Shares on Nasdaq, and those risks and uncertainties described in the Company’s annual management discussion and analysis for the previous quarter ended July 31, 2020 which can be accessed at www.sedar.com. The forward-looking information and forward looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.

No securities regulatory authority has either approved or disapproved the contents of this news release. The Registration Statement filed today with the SEC has not yet become effective. No Securities may be sold, nor may offers to buy be accepted, prior to the time the Preliminary Shelf Prospectus and Registration Statement become effective. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute “forward-looking statements” within the meaning of applicable Canadian securities laws. The Company uses words such as “may”, “would”, “could”, “will”, “likely”, “expect”, “believe”, “intend”, “should” and similar expressions to identify forward-looking statements. Any such forward-looking statements are based on assumptions and analyses made by ImmunoPrecise in light of its experience and its perception of historical trends, current conditions and expected future developments. However, whether actual results and developments will conform to ImmunoPrecise’s expectations and predictions is subject to any number of risks, assumptions and uncertainties. Many factors could cause ImmunoPrecise’s actual results to differ materially from those expressed or implied by the forward-looking statements contained in this news release. Such factors include, among other things, actual revenues and earnings for IPA being lower than anticipated, and those risks and uncertainties described in ImmunoPrecise’s annual management discussion and analysis for the previous quarter ended July31, 2020 which can be accessed at www.sedar.com. The “forward-looking statements” contained herein speak only as of the date of this press release and, unless required by applicable law, ImmunoPrecise undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

(c)Employee acknowledges that this Release was presented to him on June 24, 2019, and that Employee is entitled to have forty-five (45) days’ time in which to consider it.Employee further acknowledges that the Company has advised him that he is waiving his rights under the ADEA, and that Employee should consult with an attorney of his choice before signing this Release, and Employee has had sufficient time to consider the terms of this Release.Employee represents and acknowledges that if Employee executes this Release before forty-five (45) days have elapsed, Employee does so knowingly, voluntarily, and upon the advice and with the approval of Employee’s legal counsel (if any), and that Employee voluntarily waives any remaining consideration period.

5.Nondisparagement; Confidentiality.Employee agrees that he shall not disparage or otherwise communicate negative statements or opinions about the Company, its board members, officers, employees, shareholders or agents; provided, however, that Employee shall not be prohibited from making such statements or opinions to his immediate family so long as such statements or opinions are not likely to be harmful to the Company, its board members, officers, employees, shareholders or agents or its or their businesses, business reputations, or personal reputations.The Company agrees that neither its board members nor officers shall disparage or otherwise communicate negative statements or opinions about Employee.Except as may be required by law, neither Employee, nor any member of Employee’s family, nor anyone else acting by, through, under or in concert with Employee will disclose to any individual or entity (other than Employee’s legal or tax advisors) the terms of this Release. Nothing in this Section 5 shall prohibit Employee from (a) testifying in any legal proceeding in which he testimony is compelled by law or court order and no breach of this provision shall occur due to any accurate, legally compelled testimony or (b) communicating or cooperating with any government agency.

(e)Interpretation; Construction. The headings set forth in this Release are for convenience only and shall not be used in interpreting this Release.This Release has been drafted by legal counsel representing the Company, but Employee has participated in the negotiation of its terms.Furthermore, Employee acknowledges that Employee has had an opportunity to review and revise the Release and have it reviewed by legal counsel, if desired, and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Release.Either party’s failure to enforce any provision of this Release shall not in any way be construed as a waiver of any such provision, or prevent that party thereafter from enforcing each and every other provision of this Release.

By their nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, including known and unknown risks, many of which are beyond our control, could cause actual results to differ materially from the forward-looking information in this press release. Such factors include, but are not limited to: investing in target companies or projects which have limited or no operating history; limited operating history; reliance on management; requirements for additional financing; and competition. Additional risk factors can also be found in the Company’s current MD&A and annual information form, both of which have been filed on SEDAR and can be accessed at www.sedar.com.

This news release contains forward-looking information which involves known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from current expectations. Important factors, including changes to supply channels and inputs, consistency of humidity control units and contained packaging, that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time to time on SEDAR (see www.sedar.com). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. We seek safe harbor.

To the extent necessary to comply with Section 409A, in no event may you, directly or indirectly, designate the taxable year of payment; in particular, to the extent necessary to comply with Section 409A, for any payment under this Agreement that is conditioned upon you executing and not revoking a Release. If the 60-day payment period for such payment begins in one taxable year and ends in the next taxable year (or a payment could otherwise vary between one taxable year and the next based on when you execute and do not revoke a release, or when you take any other required action), the payment will be made in the later taxable year.

Mr.Murphy understands, and has had the opportunity to consult with counsel regarding, the importance, meaning and legal effect of statutes and common law rules such as Section1542 of the Code and this entire Release. Mr.Murphy knows that he may have serious damage or losses about which he knows nothing concerning the matters which are the subject of the release of all claims set forth herein, but Mr.Murphy takes his chances and release all claims and causes of action which may relate or arise from those damages and losses. Mr.Murphy understands that the [Director/Officer] would not have agreed to the terms of this Release if it did not cover all losses, damage and injuries, including those that may be presently unknown to Mr.Murphy and unanticipated by Mr.Murphy, as set forth in the release herein.

(i)Waiver of Jury Trial. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS RELEASE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS RELEASE OR THE TRANSACTIONS CONTEMPLATED BY THIS RELEASE. EACH PARTY TO THIS RELEASE CERTIFIES AND ACKNOWLEDGES THAT (A)NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B)SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C)SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D)SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS RELEASE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 3(i).

(e)The Company and the Director are parties to that certain Indemnification Agreement (the “Indemnification Agreement”). The Company, for itself and on behalf of any Company Releasors, hereby irrevocably covenants to continue to comply with its obligations to Director under the terms of the Indemnification Agreement, and agrees not to challenge or contest the validity or enforceability of the Indemnification Agreement. Further, the Company, for itself and on behalf of any Company Releasors, agrees to comply with its obligations to Director under the terms of Article X of the Company’s Certificate of Incorporation and Article VIII of the Company’s Bylaws, each as effective as of the date of this Release..

(f)Invalid Provisions. If any provision of this Release is held to be illegal, invalid or unenforceable under present or future laws effective during the effective period of this Release, such provision shall be fully severable; this Release shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Release; and the remaining provisions of this Release shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Release. The parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the laws governing this Release, they shall take any actions necessary to render the remaining provisions of this Release valid and enforceable to the fullest extent permitted by law and, to the extent necessary, shall amend or otherwise modify this Release to replace any provision contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties.

LEGAL ACTION ARISING OUT OF OR RELATING TO THIS RELEASE OR THE TRANSACTIONS CONTEMPLATED BY THIS RELEASE. EACH PARTY TO THIS RELEASE CERTIFIES AND ACKNOWLEDGES THAT (A)NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B)SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C)SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D)SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS RELEASE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7(i).

(c) In connection with any termination or release pursuant to paragraph (a)or (b)of this Section15, the Collateral Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents by the Collateral Agent pursuant to this Section15 shall be without recourse to or warranty by the Collateral Agent.

SECTION21. Termination and Release. (a)This Agreement, the Security Interest and all other security interests granted hereby shall terminate automatically upon the Termination Date.

(b) Upon termination or release as set forth above pursuant to paragraph (a), the Collateral Agent shall execute and deliver to the Pledgor, or as the case may be, to any Loan Party, at the Pledgor’s or Loan Party’s expense, all documents that the Pledgor or the Loan Party shall reasonably request to evidence such termination and release. Any execution and delivery of documents by the Collateral Agent pursuant to this Sectionshall be without recourse to, or warranty by, the Collateral Agent.

· You must execute the attached Release and return it to your Human Resources manager NO EARLIER THAN your Separation Date and NO LATER THAN five (5)calendar days after the Separation Date, which is at least forty-five (45) calendar days after you receive this Notification Letter and the Release. A signed Release received by the Company postmarked on or before the fifth calendar day after the Separation Date will be considered timely. You are advised to review the Release with an attorney.

Except as expressly stated in this Release,I understand and agree that I am waiving and releasing any and all claims that I may ever have had or that I now have against the Company, regardless of their nature or origin, and that the fact that such claim or cause of action is not listed above does not mean that such claim or cause of action is not included in this Release. This Release does not apply to any claim or cause of action which, under applicable law, cannot be released or waived. I understand that I am not waiving any rights I may have to: (i)my own vested accrued employee benefits under the Company’s health, welfare, or retirement plans as of my Separation Date; (ii)benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; (iii)pursue claims which by law cannot be waived by signing this Release; (iv)enforce this Release; and/or (v)challenge the validity of this Release.

It is expressly understood that I do not waive rights or claims that may arise after the effective date of this Release and which are not the subject of this Release. Notwithstanding anything in this Agreement to the contrary, nothing in this Release prohibits or prevents me from filing a charge with or participating, testifying, or assisting in any investigation, hearing, whistleblower proceeding or other proceeding before any federal, state, or local government agency (e.g., EEOC, NLRB, SEC,etc.), nor does anything in this Release preclude, prohibit, or otherwise limit, in any way, my rights and abilities to contact, communicate with, report matters to, or otherwise participate in any whistleblower program administered by any such agencies. However, to the maximum extent permitted by law,I agree that if such an administrative claim is made,I shall not be entitled to recover any individual monetary relief or other individual remedies with respect to the claims released herein.

I agree and understand that this Release is governed by the laws of the State of Ohio without regard to its conflict of law provisions, and that the Release will be binding not only on me but also on my heirs, administrators and assigns with respect to the claims and causes of action covered by this Release. As of the date of my signing of this Release,I have made no assignment of any claims or causes of action against the Company. In the event of a breach of any provision of this Release, either party may institute an action specifically to enforce any term or terms of this Release and/or to seek any damages for breach. Should any provision of this Release be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this Release in full force and effect.

I UNDERSTAND THAT I HAVE AT LEAST FORTY-FIVE (45) CALENDAR DAYS TO CONSIDER THIS RELEASE. I UNDERSTAND THAT I AM ALSO ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO MY SIGNING THIS RELEASE.

I AFFIRM THAT I HAVE BEEN PAID AND/OR HAVE RECEIVED ALL COMPENSATION, WAGES, BONUSES, COMMISSIONS, AND/OR BENEFITS WHICH ARE DUE AND PAYABLE AS OF THE DATE I SIGN THIS RELEASE. I AFFIRM THAT I HAVE BEEN GRANTED ANY LEAVE TO WHICH I WAS ENTITLED UNDER THE FAMILY AND MEDICAL LEAVE ACT OR RELATED STATE OR LOCAL LEAVE OR DISABILITY ACCOMMODATION LAWS.

The forward–looking statements contained herein are current as of the date of this news release. Except as required by law, High Tide does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement, nor does it intend, or assume any obligation, to update or revise these forward-looking statements to reflect new events or circumstances. Any and all forward-looking statements included in this news release are expressly qualified by this cautionary statement, and except as otherwise indicated, are made as of the date of this news release.

CALGARY, AB, March 31, 2021 /CNW/ - High Tide Inc. (“High Tide” or the “Company”) (TSXV: HITI) (OTCQB: HITIF) (FRA: 2LY), a retail-focused cannabis corporation enhanced by the manufacturing and distribution of consumption accessories, filed its financial results for the first fiscal quarter of 2021 ending January 31, 2021, the highlights of which are included in this news release. The full set of Condensed Interim Consolidated Financial Statements and Management’s Discussion and Analysis can be viewed by visiting High Tide’s website at www.hightideinc.com, its profile page on SEDAR at www.sedar.com.

Section 5.03Public Announcements and Closing Press Release. Unless otherwise required by applicable Law or stock exchange requirements (including the requirements of the Canadian Securities Exchange), neither Party shall make any public announcements regarding this Agreement or the transactions contemplated hereby without the prior written consent of the other Party (which consent shall not be unreasonably withheld or delayed). For greater certainty, and without limiting the foregoing, the Vendor and the Purchaser, each acting reasonably and in good faith, shall agree to the form and content of the closing press release to be issued by the Purchaser with respect to the closing of the transactions contemplated by this Agreement.

Calgary, AB, March 2, 2020 / CNW / − High Tide Inc. (“High Tide” or the “Company”) (CSE:HITI) (OTCQB:HITIF) (FRA:2LY), an Alberta-based, retail-focused cannabis corporation enhanced by the manufacturing and wholesale distribution of smoking accessories and cannabis lifestyle products, filed its year-end 2019 financial results on February 28, 2020, the highlights of which are included in this news release. The full set of Consolidated Financial Statements and Management’s Discussion and Analysis can be viewed by visiting High Tide’s website at www.hightideinc.com, its profile page on SEDAR at www.sedar.com or the Company’s CSE profile page at www.thecse.com.

This news release contains “forward-looking statements”, within the meaning of applicable securities laws. Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties, certain of which are beyond the control of High Tide. Forward-looking statements are frequently characterized by words such as "plan", "continue", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward looking statements in this news release include, but are not limited to, statements with respect to (i) the anticipated timing of the closing of the Offering and the pricing thereof, (ii) the anticipated use of proceeds, and (iii) the receipt of regulatory approvals, including the approval of the TSXV. These statements are only predictions, and various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release. Readers are cautioned that the assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.

Readers are cautioned not to place undue reliance on forward-looking information contained in this news release. Except as may be required by applicable securities laws, High Tide does not undertake any obligation to publicly update or revise any forward-looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.

2.Press Release. Upon acceptance of this Offer, you authorize the Lead Underwriters to issue a press release as set forth in Schedule “B” announcing the terms of this Offer and the Offering. If requested by us, the Company agrees to request to have the trading of its common shares on the TSX Venture Exchange (the “Exchange”) halted upon reconfirmation of this Offer.

No securities regulatory authority has either approved or disapproved of the contents of this news release. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities, in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.

We and our officers, directors, and holders of substantially all of our securities have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of their capital stock or securities convertible into or exchangeable for shares of capital stock during the period from the date of this prospectus continuing through the date 180days after the date of this prospectus, except with the prior written consent of Goldman Sachs & Co. LLC; provided, that if (i)we have publicly released our earnings results for the quarterly period during which this offering occurred, and (ii) the 180-day lock-up period is scheduled to end during a broadly applicable period during which trading in our securities would not be permitted under our insider trading policy, or a blackout period, or within the five trading days prior to a blackout period, then the lock-up period will instead end ten trading days prior to the commencement of the blackout period; provided that in no event will the lock-up period end prior to 120 days after the date of this prospectus. In the event that ten trading days prior to the commencement of the blackout period is earlier than 120 days after the date of this prospectus, then the lock-up period shall end 120 days after the date of this prospectus; but only if such 120th day is at least five trading days before the start of such blackout period (and if not, then no such early release will occur and the lock-up period will remain 180 days after the date of this prospectus). We will publicly announce the date of any early release described in this paragraph at least five trading days prior to such early release. Notwithstanding anything else in this paragraph, we may elect, by written notice to Goldman Sachs& Co. LLC at least fifteen trading days before any early release, that no such early release will occur.

Notwithstanding anything contained herein to the contrary, this Release will not become effective or enforceable prior to the expiration of the period of seven (7)calendar days following the date of its execution by me (the “Revocation Period”), during which time I may revoke my acceptance of this Release by notifying the Company and the Board of Directors of the Company, in writing, delivered to the Company at its principal executive office, marked for the attention of its Board of Directors. To be effective, such revocation must be received by the Company no later than 11:59 p.m.on the seventh (7th) calendar day following the execution of this Release. Provided that the Release is executed and I do not revoke it during the Revocation Period, the eighth (8th) day following the date on which this Release is executed shall be its effective date. I acknowledge and agree that if I revoke this Release during the Revocation Period, this Release will be null and void and of no effect, and neither the Company nor any other member of the Company Group will have any obligations to pay me the Severance Benefits.

APPLICABLE APPELLATE COURTS. BY EXECUTION OF THIS RELEASE,I CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS, AND WAIVE ANY RIGHT TO CHALLENGE JURISDICTION OR VENUE IN SUCH COURT WITH REGARD TO ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS RELEASE. FURTHER,I HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS RELEASE.

4.I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).Notwithstanding anything herein to the contrary, I am not waiving any of the following (and definition of “Claims” shall not include these claims or rights):(i) any claim or right to enforce the Agreement or this General Release; (ii) any claims which arise after the date of this General Release; (iii) my rights as a shareholder of the Company; and (iv) my rights to be indemnified and/or advanced expenses, including pursuant to the Company’s corporate governance documents or the Indemnification Agreements (as defined in the Agreement) or, if greater, applicable law and my rights to be covered under any applicable directors’ and officers’ insurance liability policies.

8.I agree that I will forfeit all amounts payable by the Company pursuant to the Agreement if I challenge the validity of this General Release. I also agree that if I violate this General Release by suing the Company or the other Released Parties with respect to Claims released by me herein, I will pay all costs and expenses of defending against the suit incurred by the Released Parties, including reasonable attorneys’ fees, and return all payments received by me pursuant to the Agreement on or after the termination of my employment. I further agree that if I materially violate any of my post-employment obligations under Sections 6 or 7 of the Agreement, I will also forfeit any cash severance amounts payable by the Company pursuant to either Section 10(d) or Section 10(e) of the Agreement, as applicable, other than the Accrued Benefits, and will return any such sums already paid, on an after-tax basis, to the Company; provided that no such payments shall be subject to forfeiture and/or repayment unless the Company has provided me with written notice of the events giving rise to such forfeiture and/or repayment and I have not ceased to engage in such activities within fifteen (15) days of my receipt of such written notice.

11.I hereby acknowledge that Sections 6, 7, 8, 10, 11, 12, 13, 15, 16, 17, 19, 20, 21, 23, 24 and 25 of the Agreement shall survive my execution of this General Release. (need to make sure these match up pursuant to new numbering).

9. Exclusions from General Release. Excluded from the General Release in Section 8 above are (a) any claims arising after Executive signs this Agreement; (b) claims for breach of this Agreement; (c) claims or rights which cannot be waived by law, including Executive’s right to receive vested benefits under the terms of the Company’s benefit plans, and (d) claims relating to Executive’s right to receive indemnification from the Company as provided in the Company’s governing documents or in any agreement between Executive and the Company. Also excluded from the General Release is Executive’s right to file a charge with an administrative agency or participate in any agency investigation. Executive is, however, waiving her right to recover any money in connection with such a charge or investigation. Executive is also waiving her right to recover money in connection with a charge filed by any other individual or by the Equal Employment Opportunity Commission or any other federal or state agency, except that she may receive money properly awarded by the U.S. Securities and Exchange Commission as a securities whistleblower incentive.Further, the Company is committed to compliance with applicable federal, state and local laws.As such, nothing in the General Release in Section 8 prohibits Executive from reporting possible violations of law to any government agency if such report is made in confidence and good faith to a federal, state or local government official, either directly or indirectly, solely for the purpose of reporting or investigating a suspected violation of law or for pursuing an anti-retaliation lawsuit relating to such report.

Before signing this release, you should make sure that you understand what you are signing, what benefits you are receiving, and what rights you are giving up, including your rights under the Age Discrimination in Employment Act. You should also consult an attorney about the contents and meaning of this release. Attached as Exhibits A and B are lists of affected or not affected positions. You have 45 days to consider this release, which will expire if not executed within that period. You must deliver or mail the timely executed release to Cindy Bailey, Insperity HR Specialist, within 49 days of the date this release is presented to you. If mailing, please use the attached self-addressed and stamped envelope. Also, after you have signed the release, you may revoke the release at any time within seven days of your signing it by mailing written notice of your revocation to Cindy Bailey, Insperity HR Specialist at 2999 Oak Road, Suite 200, Walnut Creek, CA 94597. The additional compensation being offered to you will be paid after the seven day period, if you do not revoke the release.

3.Acknowledgment of Waiver of Claims under ADEA.Executive understands and acknowledges that Executive is waiving and releasing any rights Executive may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary.Executive understands and agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the date Executive signs this Release.Executive understands and acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Executive was already entitled.Executive further understands and acknowledges that Executive has been advised by this writing that:(a) Executive should consult with an attorney prior to executing this Release; (b) Executive has twenty-one (21) days within which to consider this Release, and the Parties agree that such time period to review this Release shall not be extended upon any material or immaterial changes to this Release; (c) Executive has seven (7) business days following Executive’s execution of this Release to revoke this Release pursuant to written notice to the Chief Executive Officer of the Company; (d) this Release shall not be effective until after the revocation period has expired; and (e) nothing in this Release prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law.In the event Executive signs this Release and returns it to the Company in less than the twenty-one (21) day period identified above, Executive hereby acknowledges that Executive has freely and voluntarily chosen to waive the time period allotted for considering this Release.

(c)Equity Compensation Treatment. The following treatment applies to your current and any further equity compensation from Intercept, assuming you remain employed through June 30, 2016 (or later agreed extension) or such earlier Separation Date (if your employment ends on a termination without Cause or resignation for Good Reason) and continue to make yourself available as a consultant and to perform periodic services in such capacity through the Consulting Period in accordance with Section 2 hereof and have timely signed and not revoked the Release. If any of those conditions is not satisfied or you are terminated for Cause or resign without Good Reason, the unvested portions described below will be forfeited on the date the applicable condition is not satisfied.

6.Mutual Non-Disparagement – You understand and agree that you shall not make any false, disparaging or derogatory statements to any person or entity, including any media outlet, industry group or financial institution, regarding Intercept, or any of the other “Releasees” (as defined in Annex A) or about Intercept’s business affairs and financial condition. Intercept confirms that it has instructed the members of its Board and its current executive officers to not make any false, disparaging or derogatory statements to any person or entity, including any media outlet, industry group or financial institution, regarding you, your employment with Intercept, or your departure from Intercept. Notwithstanding the foregoing, nothing herein prevents either you or the Releasees from making truthful disclosures to any governmental entity, in any court proceeding or to enforce this Transition Agreement and the Release. For the avoidance of doubt, nothing in this Transition Agreement prohibits you from communicating with a government agency, regulator or legal authority concerning any possible violations of federal or state law or regulation. Nothing in this Transition Agreement, however, authorizes the disclosure of information you obtained through a communication that was subject to the attorney-client privilege, unless disclosure of the information would otherwise be permitted by an applicable law or rule.

13.Voluntary Assent – You affirm that no other promises or agreements of any kind have been made to or with you by any person or entity whatsoever to cause you to sign this Transition Agreement, including the Release, and that you fully understand the meaning and intent of the Transition Agreement, including the Release. You further state and represent that you have carefully read this Transition Agreement and the Release, understand the contents herein, freely and voluntarily assent to all of the terms and conditions hereof, and sign your name of your own free act.

14.ADEA Waiver and Acknowledgements – You acknowledge that, if you execute and do not revoke the Release, you will be knowingly and voluntarily waiving and releasing any rights you may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), as amended by the Older Workers Benefit Protection Act (“OWBPA”) through such date. You also acknowledge that the consideration given for the waiver and release in Section 2 hereof is in addition to anything of value to which you were already entitled without the execution of the Release. You further acknowledge that you have been advised by this writing, as required by the ADEA, that (a) you will be, through the Release, releasing the Releasees from any and all claims you may have against them (to the extent specified therein); (b) your waiver and release do not apply to any rights or claims that may arise after the execution date of the Release; and (c) you have the right to consult with an attorney prior to executing this Transition Agreement and the Release. If you choose to revoke the Release, you must send or deliver a written notice of revocation to Mark Pruzanski, Intercept Pharmaceuticals, Inc., 450 W 15th Street, Suite 505, Floor 5, New York, NY 10011, to be received on or before the close of business on the seventh day after you execute the Release.

Historically, our practice has been to release guidance regarding our future performance that represents management's estimates as of the date of release. This guidance, which includes forward-looking statements, is based on projections prepared by management. These projections are not prepared with a view toward compliance with published guidelines of the American Institute of Certified Public Accountants, and neither our registered public accountants nor any other independent expert or outside party confirms or examines the projections and, accordingly, no such person expresses any opinion or any other form of assurance with respect thereto.

Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions in the guidance furnished by us will not materialize or will vary significantly from actual results. Accordingly, our guidance is only an estimate of what management believes is realizable as of the date of release. Actual results may vary from our guidance and the variations may be material. We expressly disclaim any obligations to update or revise any guidance, whether as a result of new information, future events or otherwise, except as required by law. In light of the foregoing, investors are urged not to rely upon, or otherwise consider, our guidance in making an investment decision in respect of our common stock.

CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS AGREEMENT AND GENERAL RELEASE.BY SIGNING THIS AGREEMENT AND GENERAL RELEASE YOU GIVE UP AND WAIVE IMPORTANT LEGAL RIGHTS.

(c)Executive acknowledges that she consulted with an attorney of her choosing before signing this Release, and that the Company provided her with no fewer than twenty-one (21) days during which to consider the provisions of the Employment Agreement and this Release and, specifically the release set forth at Section 2(a) above, although Executive may sign and return the Release sooner if she so chooses.Executive further acknowledges that she has the right to revoke this Release for a period of seven (7) days after signing it and that this Release shall not become effective until such seven (7)-day period has expired. Executive acknowledges and agrees that if she wishes to revoke this Release, she must do so in writing, and that such revocation must be signed by Executive and received by the Company in care of the Chief Executive Officer no later than 5 p.m. (Eastern Time) on the seventh (7th) day after Executive has signed this Release. Executive acknowledges and agrees that, in the event that she revokes this Release, she shall have no right to receive the Severance Package. Executive represents that she has read this Release, including the release set forth in Section 2(a), above, affirms that this Release and the Employment Agreement provide her with benefits to which she would not otherwise be entitled, and understands its terms and that she enters into this Release freely, voluntarily, and without coercion.

(a)Each party understands and agrees that Executive or it assumes all risk that the facts or law may be, or become, different than the facts or law as believed by the party at the time Executive or it executes this Release.Executive and the Company acknowledge that their relationship precludes any affirmative obligation of disclosure, and expressly disclaim all reliance upon information supplied or concealed by the adverse party or its counsel in connection with the negotiation and/or execution of this Release.

(n)The parties acknowledge that they have reviewed this Release in its entirety and have had a full and fair opportunity to negotiate its terms and to consult with counsel of their own choosing concerning the meaning and effect of this Release.Each party therefore waives all applicable rules of construction that any provision of this Release should be construed against its drafter, and agrees that all provisions of the agreement shall be construed as a whole, according to the fair meaning of the language used.

Finally, the pharmacokinetic pilot study results suggest that bupivacaine remained longer in the blood of rats that received a sciatic nerve injection of sustained release hydrogel with bupivacaine than after injection of bupivacaine hydrochloride and liposome bupivacaine, indicating prolonged release. In rats weighing between 350 and 450 g, the concentrations of bupivacaine injected were between 23 and 30 mg/kg for sustained release hydrogel with bupivacaine and 3 and 3.7 mg/kg for liposome bupivacaine. Thus, the differences could be related to the differences in the concentration of bupivacaine injected. However, even at a lower concentration, liposome bupivacaine failed to produce measurable blood levels beyond 24 hours, whereas the sustained release hydrogel with bupivacaine produced measurable serum bupivacaine levels at 72 hours in one rat and 96 hours in another. Serum bupivacaine cmax levels of the sustained release hydrogel with bupivacaine are similar to previous studies involving larger dosages of liposome bupivacaine in animals.

In addition to the Benefits, the Company agrees to make payment to Schoeneck for all time worked and accrued paid time off, as well as for all expenses incurred on behalf of the Company, through the date hereof, less usual deductions within seven days of execution of this Waiver and Release.The Company agrees to return to Schoeneck his personal property on its premises within seven days of execution of this Waiver and Release.

Should any of the provisions set forth in this Waiver and Release be determined to be invalid by a court, agency or other tribunal of competent jurisdiction, it is agreed that such determination shall not affect the enforceability of other provisions of this Waiver and Release. The Parties acknowledge that this Waiver and Release sets forth the entire understanding and agreement between them concerning the subject matter of this Waiver and Release and supersedes any prior or contemporaneous oral and/or written agreements or representations, if any, between the Parties on the same subject matter (including the Offer Letter, Management Continuity Agreement and Equity Award Documents) and that the Parties shall have no rights to any payments under any prior agreement except as set forth herein.

The Parties acknowledge that they have read this Waiver and Release.The Parties have consulted with independent legal counsel, have had an opportunity to ask questions and have it explained to them and that the Parties understand that this Waiver and Release will have the effect of knowingly and voluntarily waiving the claims set forth above.

Should any of the provisions set forth in this Waiver and Release be determined to be invalid by a court, agency or other tribunal of competent jurisdiction, it is agreed that such determination shall not affect the enforceability of other provisions of this Waiver and Release. I acknowledge that this Waiver and Release and the Management Continuity Agreement set forth the entire understanding and agreement between me and the Company or any other member of the Corporate Group concerning the subject matter of this Waiver and Release and supersede any prior or contemporaneous oral and/or written agreements or representations, if any, between me and the Company or any other member of the Corporate Group on the same subject matter. I understand that for a period of seven (7)calendar days following the date that I sign this Waiver and Release,I may revoke my acceptance of the offer, provided that my written statement of revocation is received on or before that seventh day by the Vice President, Human Resources, Depomed,Inc., 7999 Gateway Boulevard, Suite300, Newark, California 94560, facsimile number: (510) 744-8001, in which case the Waiver and Release will not become effective. In the event I revoke my acceptance of this offer, the Company shall have no obligation to provide me Benefits. I understand that failure to revoke my acceptance of the offer within seven (7)calendar days from the date I sign this Waiver and Release will result in this Waiver and Release being permanent and irrevocable.

5.8 Release. Notwithstanding anything in this Plan to the contrary, if a Participant has died or incurred a Disability or has terminated employment with the Companies and their subsidiaries prior to the last day of a Performance Period, in each case in circumstances where he or she (or, in the case of a deceased Participant, the Participant’s designated beneficiary or estate) is or may be entitled to payment of an Award with respect to such Performance Period, then the Committee may, in its discretion, condition payment of the Award on the Participant (or the Participant’s representative, as applicable) executing and delivering to the Committee a Release, and the Release becoming effective by its terms, on or before such date as may be specified by the Committee.

7.2 The Company shall deliver the form of Release to Executive on or prior to the date of termination. Executive shall have at least twenty-one (21)days within which to consider the Release. Executive shall have up to seven (7)days after execution and delivery of the Release to revoke the Release. The Release shall not become effective until the revocation period has expired without revocation of the Release by Executive.

Executive’s review of the Release. Executive may sign this Release prior to the expiration of the twenty- one (21)day deadline expressed above, and Executive affirms that if Executive does so prior to that date it is done according to Executive’s own free will. Executive understands that Executive may revoke this Release within seven (7)days after the date of Executive’s signature on this Release by sending written notice of his/her intent to revoke to the Company’s Vice President of Human Resources or its President via courier service on or before the expiration of that seven (7)day right of revocation. Executive acknowledges that this Release can be revoked only in its entirety and that once revoked no provision of this Release is enforceable. The Company will have no obligations under this Release until the eighth (8th) day after Executive’s signature on this Release.

(c) In connection with any termination or release pursuant to paragraph (a)or (b) above, the Administrative Agent shall promptly execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section4.11 shall be without recourse, representation or warranty of any kind (whether express or implied) by the Administrative Agent.

(f)Representation By Counsel.Each of the Parties acknowledges that it or he has had the opportunity to consult with legal counsel of its or his choice prior to the execution of this Agreement and the Release.Without limiting the generality of the foregoing, Executive acknowledges that he has had the opportunity to consult with his own independent legal counsel to review this Agreement for purposes of compliance with the requirements of Section409A or an exemption therefrom, and that he is relying solely on the advice of his independent legal counsel for such purposes.Moreover, the Parties acknowledge that they have participated jointly in the negotiation and drafting of this Agreement and the Release.If any ambiguity or question of intent or interpretation arises, this Agreement and the Release shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

Without limiting the foregoing paragraph, Executive represents that he understands that this Release specifically releases and waives any claims of age discrimination, known or unknown, that Executive may have against the Company Group as of the date he signs this Release.This Release specifically includes a waiver of rights and claims under the Age Discrimination in Employment Act of 1967, as amended, and the Older Workers Benefit Protection Act.Executive acknowledges that as of the date he signs this Release, he may have certain rights or claims under the Age Discrimination in Employment Act, 29 U.S.C. §626 and he voluntarily relinquishes any such rights or claims by signing this Release.

5.Claims Released by the Company.In consideration for receiving Executive’s release hereunder, the Company, on behalf of itself and the other Releasees, and each of them, does hereby irrevocably and unconditionally release, acquit and forever discharge Executive from any and all claims, demands, actions, causes of action, costs, expenses, attorney fees, and all liability whatsoever, whether known or unknown, fixed or contingent, which the Company has, had, or may ever have against Executive relating to or arising out of Executive’s employment or separation from employment with the Company Group, from the beginning of time and up to and including the date the Company executes this Release.This Release includes, without limitation, (a) law or equity claims; (b) contract (express or implied), tort claims or strict liability; (c) claims for wrongful discharge, retaliatory discharge, whistle blowing, libel, slander, defamation, unpaid compensation, wage and hour law violations, intentional infliction of emotional distress, fraud, public policy contract or tort, and implied covenant of good faith and fair dealing, whether based in common law or any federal, state or local statute; (d) claims under or associated with any of the Company Group’s equity compensation plans or arrangements; or (e) claims arising under any federal, state, or local laws of any jurisdiction that prohibit age, sex, race, national origin, color, disability, religion, veteran, military status, sexual orientation, or any other form of discrimination, harassment, or retaliation.

9.Acknowledgment. Executive has read this Release, understands it, and voluntarily accepts its terms, and Executive acknowledges that he has been advised by the Company to seek the advice of legal counsel (at Executive’s cost) before entering into this Release.Executive acknowledges that he was given a period of 21 calendardays within which to consider and execute this Release, and to the extent that he executes this Release before the expiration of the 21-day period, he does so knowingly and voluntarily and only after consulting his attorney.Executive acknowledges and agrees that the promises made by the Company Group hereunder represent substantial value over and above that to which Executive would otherwise be entitled.Executive acknowledges and reconfirms the promises in Sections7, 8, 9, 10 and 11 of the Employment Agreement between Executive and the Company dated as of September 11, 2017.

6. Other Agreements. At all times in the future, you will remain bound by your Confidential Information and Assignments Agreement with the Company, a copy of which is attached as ExhibitA. Any provisions in the Agreement with respect to severance benefits or treatment of equity post-termination of employment will continue in full force and effect. Except as expressly provided in this Release, this Release renders null and void all prior agreements between you and the Company and constitutes the entire agreement between you and the Company regarding the subject matter of this Release. This Release may be modified only in a written document signed by you and a duly authorized officer of the Company.

2. Effective Date and Revocation. You have up to 21 days after you receive this Release to review it. You are advised to consult an attorney of your own choosing (at your own expense) before signing this Release. Furthermore, you have up to seven days after you sign this Release to revoke it. If you wish to revoke this Release after signing it, you may do so by delivering a letter of revocation to the undersigned. If you do not revoke this Release, the eighth day after the date you sign it will be the “Release Effective Date.” Because of the seven-day revocation period, no part of this Release will become effective or enforceable until the Release Effective Date.

Release. Execution of this Release does not bar any claim that arises hereafter, including (without limitation) a claim for breach of this Release or the obligations in the Agreement which survive termination of employment. This release does not release claims that cannot be released as a matter of law, including, but not limited to (1)claims under the Workers’ Compensation Act; (2)claims under the Unemployment Insurance Code; and (3)your right to file a charge with or participate in a charge by the Equal Opportunity Commission or any other local, state or federal administrative body or government agency that is authorized to enforce laws related to employment, with the understanding that any such filing or participation does not give you the right to recover any monetary damages against the Company and the understanding that your release herein bars you from recovering such monetary relief from the Company.

5. Release. In consideration for the Company’s agreements set forth herein, and in order to receive the benefits hereunder, you agree that you will execute and allow to become effective the Releases of claims attached hereto as follows: Release 1, a copy of which is attached hereto as ExhibitA, within twenty-one (21) days of your execution of this Agreement, and Release 2, a copy of which is attached hereto as ExhibitB within twenty one (21) days of the Transition End Date.

1. General Release. In consideration for the Company’s agreement set forth above, to the fullest extent permitted by law,I waive, release and promise never to assert any claims or causes of action, whether or not now known, against the Company, as co-employer, or their respective predecessors, successors or past or present subsidiaries, stockholders, directors, officers, employees, consultants, attorneys, agents, assigns and employee benefit plans with respect to any matter, including (without limitation) any matter related to my employment with the Company or the termination of that employment, including (without limitation) claims to attorneys’ fees or costs, claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract or breach of the covenant of good faith and fair dealing and any claims of discrimination or harassment based on sex, age, race, national origin, disability or any other basis under TitleVII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act, the New York State Human Rights Law, the New York Executive Law, the New York Civil Practice Law and Rules, the New York Judiciary Law, the New York Labor Law, the New York Civil Rights Law, the New York Administrative Code, the New York City Human Rights Law, and all other laws and regulations relating to employment. The Company waives and releases any claims against you, if any, known to the Company as of the date of this release. However, this release covers only those claims that arose prior to the execution of this Agreement. Execution of this Agreement does not bar any claim that arises hereafter, including (without limitation) a claim for breach of this Agreement.

(b)Employee agrees that he will not bring a lawsuit against Employer and Released Parties asserting any of the claims released in this Second Release. Employee acknowledges and agrees that this Second Release may be pled as a complete bar to any action or suit before any court or adjudicative body with respect to any complaint or claim arising under any federal, state, local or other law relating to any possible claim that existed or may have existed as a result of Employee’s employment or termination with Employer.

Nothing in this Second Release is intended to limit or impair in any way Employee’s right to file a charge with the U.S. Equal Employment Opportunity Commission (EEOC), National Labor Relations Board (NLRB), or any similar, federal, state or local agencies, or Employee’s right to participate in any such charge filed with such agencies and to recover any appropriate relief in any such action. However, Employee waives any right to any personal recovery in any action or proceeding that may be commenced on Employee’s behalf in any way arising out of or relating to the matters released in this Second Release. This Second Release shall not preclude Employee from bringing a charge or suit to challenge the validity or enforceability of this Second Release under the Age Discrimination in employment Act (29 U.S.C. §620, et seq.) as amended by the Older Workers Benefit Protection Act.

3.Periods for Considering and Revoking Agreement and Second Release.Employee acknowledges that he has been given at least 21 days to consider this Second Release. Employee agrees that, if Employee signs this Second Release before the end of the above 21-day period, Employee’s signature is intended to waive Employee’s right to consider the Second Release for 21 days. If Employee fails to sign this Second Release within the 21-day review period described above, this Second Release is withdrawn. The parties agree that Employee may revoke this Second Release at any time within seven (7) days after signing the Second Release by written notice, delivered by certified mail, to the below address. The parties acknowledge and agree that this Second Release is not effective or enforceable until it is returned to Employer and the 7-day revocation period has expired (“Effective Date”). Notice of revocation must be delivered in writing to Employer no later than the seventh day of the revocation period to: Christopher Miner, Senior Vice President & General Counsel, 4646 E. Van Buren, Suite 400, Phoenix, Arizona, 85008.