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TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (the " Agreement ") is made as of

Key Takeaway: TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (the "Agreement") is made as of November 17, 2023 (the "Termination Date"). SNDL INC., a corporation existing under the laws of the Province of Alberta ("SNDL") NOVA CANNABIS INC., a corporation existing under the laws of the

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TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement")
is made as of November 17, 2023 (the "Termination Date").
SNDL INC., a corporation existing under the laws of the
Province of Alberta ("SNDL")
NOVA CANNABIS INC., a corporation existing under the
laws of the Province of Alberta ("Nova", and together with SNDL, the "Parties" and each is a "Party")
WHEREAS the Parties are parties to an
implementation agreement dated as of December 20, 2022, as amended on April 3, 2023, June 16, 2023, June 30, 2023, July 25, 2023, August
23, 2023, September 28, 2023, and October 29, 2023 (the "Implementation Agreement");
AND WHEREAS the Implementation Agreement
may be terminated by mutual written agreement of the Parties in accordance with Section 7.2(1)(a) thereof;
AND WHEREAS in consideration of the
covenants and undertakings contained herein, and subject to and on the terms and conditions set forth herein, the Parties desire to terminate
the Implementation Agreement as of the Termination Date and to abandon the transactions contemplated therein;
AND WHEREAS the Parties wish to confirm
and settle the terms on which the Implementation Agreement shall be mutually terminated in order to avoid any disputes or misunderstandings
in relation thereto;
NOW THEREFORE, in consideration of the
agreements and covenants contained herein, the Parties agree as follows:
All capitalized terms used in this Agreement
that are not defined herein have the meanings ascribed to such terms in the Implementation Agreement. For purposes of this Agreement:
"Claims" means all actions,
demands, manner of actions, causes of action, suits, bonds, warranties, contracts, losses, injuries, undertakings, proceedings (in each
case, actual or contingent and whether or not previously asserted), executions, judgments, duties, debts, accounts, contracts and covenants
(whether express or implied), claims, demands and rights whatsoever for losses, injuries, liabilities, damages, indemnity, costs, expenses,
interest or prejudice of every nature and kind whether in law or in equity, whether actual, pending or potential, whether known or unknown
(for greater certainty including all claims in tort, contract, law or otherwise);
"Confidential Information"
means non-public, confidential, personal or proprietary information concerning a Party and its affiliates and its and their respective
businesses and affairs that is or has been disclosed by one Party (a "Disclosing Party") to another Party who is not
an affiliate thereof (the "Recipient"), regardless of the manner in which it is furnished (whether oral or in writing
or in any other form or media) or obtained, in connection with the transactions contemplated by the Implementation Agreement and/or this
Agreement, including the fact of a relationship between the Parties, the existence of, the terms and conditions of, the status of the
transaction contemplated by, or any other facts pertaining to the Implementation Agreement and/or this Agreement, any information about
identifiable individuals or any other information relating to a Party and its affiliates, customers, suppliers, partners, investors, employees
and consultants, but in each case does not include information that the Recipient can demonstrate: (i) is or has become generally available
to the public other than as a result of disclosure by the Recipient or its affiliates or their respective Related Persons; (ii) is received
by the Recipient or its affiliates or their respective Related Persons from an independent third party that obtained it lawfully and was
under no duty of confidentiality; (iii) was in its possession or the possession of its affiliates or their respective Related Persons
prior to the disclosure of such information by the Disclosing Party; or (iv) was independently developed by the Recipient or its affiliates
or their respective Related Persons without the use of or reference to any Confidential Information;
"Excluded Claims" means
any Claims arising under this Agreement and/or the provisions of the Implementation Agreement that are expressly stated to survive the
termination of the Implementation Agreement;
"Related Persons" means,
with respect to a Party, any affiliate (as defined in the Implementation Agreement) or related party (within the meaning of MI 61-101)
thereof and each of their respective present and former shareholders, officers, directors, employees, auditors, advisors (including financial
advisors), legal counsel, agents, consultants, and other representatives; and
"Released Claims" means
any and all Claims which any Party has now, or may have in the future, against the other Party or any of such other Party's Related
Persons, whether known or unknown relating to, or arising out of, the Implementation Agreement, the Transactions (including, for greater
certainty, any Claim, current or future, for any payment, for expense reimbursement or otherwise, by a Party to the other Party under
the Implementation Agreement). For greater certainty, "SNDL Released Claims" means any and all Released Claims which
Nova has now or may have in the future against any SNDL Released Person (as defined below), relating to or arising out of any cause, matter
or thing whatsoever existing up to and including the date hereof, other than Excluded Claims; and "Nova Released Claims"
means any and all Released Claims which SNDL has now or may have in the future against any Nova Released Person (as defined below), relating
to or arising out of any cause, matter or thing whatsoever existing up to and including the date hereof, other than Excluded Claims.
The Parties hereby fully and finally terminate
the Implementation Agreement and any and all rights, duties or obligations arising thereunder or in connection therewith effective as
of the Termination Date in accordance with Section 7.2(1)(a) of the Implementation Agreement.
The Implementation Agreement is hereby void
and of no further force or effect, without liability of either Party (or any Related Person of such Party) to any other Party.
Each Party agrees that all out-of-pocket expenses
of the Parties relating to the Implementation Agreement or the transactions contemplated thereby, including legal fees, accounting fees,
financial advisory fees, regulatory filing fees, stock exchange fees, all disbursements of advisors and printing and mailing costs, shall
be paid by the Party that incurred such expenses.
This Agreement should not in any way be interpreted
as an admission of responsibility of whatever nature it may be on the part of any Party hereto, and is entered into with the sole and
unique objective of confirming the termination of the Implementation Agreement and settling the terms thereof on fair and agreed terms
without any disputes or misunderstandings.
Nova, on behalf of itself and its Related Persons,
irrevocably and unconditionally releases and discharges SNDL and SNDL's Related Persons (collectively, the "SNDL Released
Persons") from any and all Released Claims, except for Excluded Claims. Nova agrees and undertakes not to: (a) encourage, facilitate
or instigate any SNDL Released Claims by other Persons against SNDL and SNDL's Related Persons in connection with the SNDL Released
Claims; or (b) institute or continue any proceedings by way of action, arbitration or otherwise against any Person who or which might
be entitled to claim contribution, indemnity, damages or other relief over or against any of the SNDL Released Persons in connection with
the SNDL Released Claims. Nova agrees to fully indemnify and save harmless each of the SNDL Released Persons from and against any losses,
liabilities, claims, damages, costs and expenses suffered or incurred by any of the SNDL Released Persons as a result of Nova making or
bringing any SNDL Released Claim against any other Person, whether by reason of such other person or entity claiming contribution or indemnity
from any of the SNDL Released Persons in respect of such a SNDL Released Claim.
SNDL, on behalf of itself and its Related Persons,
irrevocably and unconditionally releases and discharges Nova and Nova's Related Persons (collectively, the "Nova Released
Persons") from any and all Released Claims, except for Excluded Claims. SNDL agrees and undertakes not to: (a) encourage, facilitate
or instigate any Nova Released Claims by other Persons against Nova and Nova's Related Persons in connection with the Nova Released
Claims; or (b) institute or continue any proceedings by way of action, arbitration or otherwise against any Person who or which might
be entitled to claim contribution, indemnity, damages or other relief over or against any of the Nova Released Persons in connection with
the Nova Released Claims. SNDL agrees to fully indemnify and save harmless each of the Nova Released Persons from and against any losses,
liabilities, claims, damages, costs and expenses suffered or incurred by any of the Nova Released Persons as a result of SNDL making or
bringing any Nova Released Claim against any other Person, whether by reason of such other person or entity claiming contribution or indemnity
from any of the Nova Released Persons in respect of such a Nova Released Claim.
Each of SNDL and Nova, on behalf of itself
and its Related Persons, represents, warrants and covenants that it has not assigned and will not assign to any other person or entity
any of the Released Claims.
COMMUNICATIONS AND CONFIDENTIALITY
As promptly as possible following execution
of this Agreement, each Party will issue a joint press release with respect to the termination of the Implementation Agreement and the
entering into of this Agreement, in form and substance reasonably satisfactory to both Parties. A copy of this Agreement and a material
change report relating thereto will be filed by each Party on SEDAR and by SNDL on EDGAR following the issuance of such press release
Except as required by applicable Law and as
Last updated: Nov 17, 2023