Acknowledgement of Nature of Plan and RSUs. The following supplements Section 6 (No Special Employment Rights; No Rights to Awards) of the Agreement:

Acknowledgement of Covenants. Employee reaffirms that Employee is bound by and shall comply with the provisions in Article VI of the ​ Executive Severance Plan, as amended (the “Executive Severance Plan”), a copy of which is attached hereto as [Exhibit B], during and after the Employee’s employment with the Company.

ACKNOWLEDGEMENT OF TERMS. The Investor hereby represents and warrants to the Company

By accepting this Stock Option, the Employee acknowledges, understands and agrees that:

Acknowledgement and Waiver. Pennypacker understands that the severance pay and benefits provided in paragraph 3.a thru 3.f. will not be paid or provided unless he accepts this Agreement, it becomes effective (see paragraph 17), he continues to honor all of its terms and he waives any and all rights under [Section 7(c)] of the Contingent Employment Agreement between Pennypacker and the Company (the “Contingent Agreement”) regarding a termination of employment prior to a Change of Control (as defined in the Contingent Agreement).

ACKNOWLEDGEMENT OF RESIGNATION. The Employer and Cronos Group, Inc., on behalf of themselves and their Affiliates (as defined in the Membership Interest Purchase Agreement by and among Cronos Group Inc., Employer and, for certain limited purposes, Executive Releasor and [[Person C:Person]]ted August 1, 2019 (the “MIPA”) (collectively, the “Employer Group”) acknowledge and agree that Executive Releasor’s resignation in and of itself shall not be deemed to be a breach by Executive Releasor of any obligation or covenant to or with any member of the Employer Group under any agreement (including, without limitation, Executive Releasor’s Confidentiality, Non-Competition and Non-Solicitation Agreement, dated as of August 1, 2019 (the “Restrictive Covenant Agreement”)), whether or not such resignation in and of itself causes any direct or indirect loss or damages, reputational harm or other adverse changes to any member of the Employer Group, including, without limitation, any diminishment or deterioration of the value of the businesses of the Employer Group or to any employment, third-party, partnership or other business relationships of the Employer Group, and no member of the Employer Group shall bring any Claim in respect of such resignation against the Executive Releasor; provided, that, for the avoidance of doubt, the Employer Group may bring a Claim to the extent arising from any other action or omission taken by Executive Releasor, directly or indirectly, that would constitute a breach of any obligation or covenant to or with any member of the Employer Group under this Release, the Letter Agreement, the Employment Agreement or the Restrictive Covenant Agreement.

Acknowledgement of Full Understanding. EMPLOYEE ACKNOWLEDGES AND AGREES THAT EMPLOYEE HAS FULLY READ, UNDERSTANDS, AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT EMPLOYEE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF EMPLOYEE'S CHOICE BEFORE SIGNING THIS AGREEMENT.

Estoppel, Acknowledgement and Reaffirmation. The Loan Parties hereby # acknowledge the existence of the Existing Default, # acknowledge # their Obligations under the Credit Agreement and the other Loan Documents and acknowledge that such Obligations are not subject to any credit, offset, defense, claim, counterclaim or adjustment of any kind (and, to the extent any Loan Party has any credit, offset, defense, claim, counterclaim or adjustment, the same is hereby waived by each such Loan Party), and # that as of the close of business on March 16, 2016, the aggregate outstanding principal amount of the Loans is $0.00 and the aggregate undrawn amount of all Letters of Credit is $8,172,900.74, # acknowledge that the Loan Documents executed by the Loan Parties are legal, valid and binding obligations enforceable against the Loan Parties in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (whether considered in an action of law or in equity), # reaffirm that each of the Liens created and granted in or pursuant to the Credit Agreement and the other Loan Documents is valid and subsisting, # acknowledge that this Agreement shall in no manner impair or otherwise adversely affect such Obligations or Liens and # acknowledge that prior to executing this Agreement, the Loan Parties consulted with and had the benefit of advice of legal counsel of their own selection and have relied upon the advice of such counsel, and in no part upon the representations or advice of the Administrative Agent, any Lender or any counsel to the Administrative Agent, or any Lender concerning the legal effects of this Agreement or any provision hereof.

EXECUTIVE ACKNOWLEDGEMENT

ACKNOWLEDGEMENT LETTER