Unless both parties have signed this Agreement within five (5) business days of the date listed above, this Agreement

Acceptance of Agreement. Employee may accept this Agreement only by signing, dating and delivering the Agreement to the Company (in the manner set forth in Section 12) on or before the Company’s normal close of business on ​ ​, 20​. Time is of the essence with regard to this Section 3.

Acceptance; Consideration of Agreement. Executive further acknowledges that he has been provided twenty-one (21) days to consider and accept this Agreement from the date it was first given to him, although he may accept it at any time within those twenty-one (21) days.

Acceptance. The Optionee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Optionee has read and understands the terms and provisions thereof, and accepts the Option subject to all of the terms and conditions of the Plan and this Agreement. The Optionee acknowledges that there may be adverse tax consequences upon exercise of the Option or disposition of the underlying shares and that the Optionee should consult a tax advisor prior to such exercise or disposition.

Acceptance. If you decide to accept our offer, please sign the enclosed copy of this letter in the space indicated and return it to me. This offer will expire at 5:00 PM on August 4, 2017. Before joining the Company you will be required to sign the Company’s Standard Agreement Regarding Inventions, Confidentiality and Non-competition. You will also be required to pass a standard background check. Your signature will acknowledge that you have read and understood and agreed to the terms and conditions of this offer letter and the attached documents, if any. Should you have anything else that you wish to discuss, please do not hesitate to call me.

Acceptance. This offer will remain open until August 27thh, 2015. If you decide to accept our offer, and I hope you will, please sign the enclosed copy of this letter in the space indicated and return it to me. Your signature will acknowledge that you have read and understood and agreed to the terms and conditions of this offer letter and the attached documents, if any. Should you have anything else that you wish to discuss, please do not hesitate to call me.

ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

Acceptance. Participant hereby acknowledges that he has read and understands the terms and provisions of this Agreement, and accepts the Award subject to all the terms and conditions of the Plan and this Agreement. Participant has had an opportunity to obtain the advice of legal counsel prior to executing this Agreement. Participant acknowledges that there may be adverse tax consequences upon exercise of this Award and disposition of the Shares, and that Participant should consult a tax advisor prior to such exercise or disposition. Participant attests that he is relying solely on such advisors and not on any statements or representations of the Plan Administrator, the Company, or any Affiliate, or any agents thereof. Further, Participant hereby acknowledges and understands that he (and not the Company) shall be solely responsible for his tax liability that may arise as a result of receiving this Award Agreement.

Acceptance. Participant hereby acknowledges that he has read and understands the terms and provisions of this Agreement, and accepts the Award subject to all the terms and conditions of the Plan and this Agreement. Participant has had an opportunity to obtain the advice of legal counsel prior to executing this Agreement. Participant acknowledges that there may be adverse tax consequences upon exercise of this Award and disposition of the Shares, and that Participant should consult a tax advisor prior to such exercise or disposition. Participant attests that he is relying solely on such advisors and not on any statements or representations of the Plan Administrator, the Company, or any Affiliate, or any agents thereof. Further, Participant hereby acknowledges and understands that he (and not the Company) shall be solely responsible for his tax liability that may arise as a result of receiving this Award Agreement.

Acceptance. The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands the terms and provisions thereof, and accepts the Restricted Stock Units subject to all of the terms and conditions of the Plan and this Agreement. The Grantee acknowledges that there may be adverse tax consequences upon the vesting or settlement of the Restricted Stock Units or disposition of the underlying shares and that the Grantee has been advised to consult a tax advisor prior to such vesting, settlement or disposition.

Acceptance. The Grantee hereby acknowledges receipt of a copy of the Plan and this Agreement. The Grantee has read and understands the terms and provisions hereof and thereof, and accepts the PSUs subject to all of the terms and conditions of the Plan and this Agreement. The Grantee acknowledges that there may be adverse tax consequences upon the vesting or settlement of the PSUs or disposition of the underlying shares and that the Grantee has been advised to consult a tax advisor prior to such vesting, settlement or disposition.

Acceptance. Within the Acceptance Window with respect to any interest rate quotes provided pursuant to [Section 2(e)], the ​ may, subject to [Section 2(g)], elect to accept such interest rate quotes as to not less than ​ aggregate principal amount of the Shelf ​ specified in the related Request for Purchase. Such election shall be made by an Authorized Officer of the ​ notifying ​ by e‑mail, telephone or telecopier within the Acceptance Window that the ​ elects to accept such interest rate quotes, specifying the Shelf ​ (each such Shelf Note being an “Accepted Note”) as to which such acceptance (an “Acceptance”) relates. The day the ​ notifies ​ of an Acceptance with respect to any Accepted ​ is herein called the “Acceptance Day” for such Accepted ​. Any interest rate quotes as to which ​ does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf ​ hereunder shall be made based on such expired interest rate quotes. Subject to [Section 2(g)] and the other terms and conditions hereof, the ​ agrees to sell to a ​ Party, and ​ agrees to purchase and/or cause the purchase by a ​ Party of, the Accepted ​ at 100% of the principal amount of such ​. As soon as practicable following the Acceptance Day, the ​, ​ and each ​ Party which is to purchase any such Accepted ​ will execute a confirmation of such Acceptance substantially in the form of [Schedule 2(f)] attached hereto (a “Confirmation of Acceptance”). If the Accepted Note bears a floating interest rate, then the LIBOR Rate Note Margin specified in the Confirmation of Acceptance shall remain constant for the life of such Note. If the ​ should fail to execute and return to ​ within three Business Days following the ​’s receipt thereof a Confirmation of Acceptance with respect to any Accepted ​, ​ may at its election at any time prior to ​’s receipt thereof cancel the closing with respect to such Accepted ​ by so notifying the ​ in writing.

Acceptance. This offer will remain open until ​ on ​. If you decide to accept our offer, and I hope you will, please sign the enclosed copy of this letter in the space indicated along with your expected start date and return it to me. Your signature will acknowledge that you have read and understood and agreed to the terms and conditions of this offer letter and the attached documents, if any. Should you have anything else that you wish to discuss, please do not hesitate to call me.

Acceptance. Executive agrees and accepts this Agreement. Executive acknowledges that he has not signed this Agreement relying on anything not set out herein. Executive acknowledges that if he is signing this before ​, he has decided not to wait for the full twenty-one (21) day period, even though he has the right to do so.

Grantee Acceptance. The Grantee shall signify acceptance of the terms and conditions of this Agreement and acknowledge receipt of a copy of the Plan by signing in the space provided below and returning the signed copy to the Company.

You are required to accept the terms and conditions set forth in this Agreement prior to the Vesting Date in order for you to receive the Award granted to you hereunder. If you wish to decline this Award, you must reject this Agreement prior to the Vesting Date. For your benefit, if you have not rejected the Agreement prior to the Vesting Date, you will be deemed to have automatically accepted this Award and all the terms and conditions set forth in this Agreement. Deemed acceptance will allow the shares to be released to you in a timely manner and once released, you waive any right to assert that you have not accepted the terms hereof.

Procedure for Acceptance. If ​ wishes to exercise ​’s Right of First Offer with respect to the space described in the First Offer Notice, then within ten (10) business days of delivery of the First Offer Notice to ​, ​ shall have the right to deliver notice to ​ (“​’s First Offer Exercise Notice”) of ​’s election to exercise its right of first offer with respect to the entire space described in the First Offer Notice on the terms contained in such notice. If ​ does not deliver ​’s First Offer Exercise Notice within the ten (10) business day period, then ​ shall be free to enter into a lease (“Third Party Lease”) for the space described in the First Offer Notice to anyone to whom ​ desires on any terms ​ desires for a period of six (6) months after the expiration of such ten (10) business day period. If ​ enters into a Third Party Lease during such six (6)-month period, then ​’s right of first offer as set forth in this [Section 1.3] shall terminate as to all of the space described in such First Offer Notice provided, however, that if ​ desires to lease the First Offer Space to a third party at less than ninety percent (90%) of the “net effective rent” (i.e., the actual rent taking into account all economic terms) set forth in ​’s First Offer Notice, ​ shall deliver a second notice to ​ with respect to such First Offer Space (and ​’s second notice shall contain the then-current terms). ​ shall have the same rights with respect to the second notice as it had with respect to the initial First Offer Notice, except that ​ shall only have five (5) business days following receipt of the First Offer Notice to deliver ​’s First Offer Exercise Notice. If ​ does not enter into a Third Party Lease during such six (6)-month period, then ​’s rights under this [Section 1.3] shall remain in effect and ​ shall follow the procedure herein prior to entering into a Third Party Lease. Notwithstanding anything to the contrary contained herein, ​ must elect to exercise its Right of First Offer, if at all, with respect to all of the space offered by ​ to ​ at any particular time, and ​ may not elect to lease only a portion thereof.

The Company and Cronos Group Inc., a corporation organized under the laws of the Province of British Columbia (“Cronos Group”), hereby accept, acknowledge, and agree to, effective as of the Effective Date, your resignation of employment with the Company for Good Reason, including your resignation from your position as Chief Executive Officer of the Company and all other positions you may hold as an officer or director (or similar or equivalent position) of the Company, Cronos Group or any subsidiary thereof (collectively, the “Resignation”). The Company hereby waives any applicable notice or cure periods conditional upon your resignation for Good Reason. If any other documentation is necessary to properly effectuate the Resignation, you agree to cooperate reasonably and promptly in executing and delivering it at the request of the Company or Cronos Group.