Separation of Employment Agreement and General Release, dated March 31, 2020, by and between the Company and Patrick Caldwell

Severance Payment.  No later than thirty (30) days after the Effective Date of this Agreement (as defined below), the Company will pay you a lump sum severance payment of Three Hundred Sixty Thousand and 00/100 Dollars ($360,000), representing twelve (12) months of your fees as of the Last Day of Services.

Treatment of Equity.  Upon your termination of service with the Company, 100% of your unvested and outstanding restricted stock units granted pursuant to the Company’s 2019 Omnibus Incentive Compensation Plan (the “Equity Plan”) shall immediately vest (the “Accelerated RSUs”).  Pursuant to the terms of your Consulting Agreement, the remaining 500 restricted stock units that are scheduled to be granted to you on April 1, 2020, shall be granted immediately prior to your termination of service with the Company and shall be 100% vested upon such termination of service (the “Accelerated RSU Grant”).  Except as provided herein, the Accelerated RSUs and the Accelerated RSU Grant shall otherwise remain subject to the applicable terms and conditions of the Equity Plan and the applicable restricted stock unit award agreement.

In consideration of the severance benefits set forth in Paragraph 2, to the fullest extent permitted by law you waive, release and forever discharge the Company, Advance Biofactures Corp., and each of their respective past and current parents, subsidiaries, affiliates, and each of its and their respective past and current directors, officers, members, trustees, employees, representatives, agents, attorneys, employee benefit plans and such plans’ administrators, fiduciaries, trustees, recordkeepers and service providers, and each of its and their respective successors and assigns, each and all of them in their personal and representative capacities (collectively the “Company Releasees”) from any and all claims legally capable of being waived, grievances, injuries, controversies, agreements, covenants, promises, debts, accounts, actions, causes of action, suits, arbitrations, sums of money, attorneys’ fees, costs, damages, or any right to any monetary recovery or any other personal relief, whether known or unknown, in law or in equity, by contract, tort, law of trust or pursuant to federal, state or local statute, regulation, ordinance or common law, which you now have, ever have had, or may hereafter have, based upon or arising from any fact or set of facts, whether known or unknown to you, from the beginning of time until the date of execution of this Agreement, including without limitation such claims arising out of or relating in any way to the Consulting Agreement, your provision of services to the Company or the termination thereof (the “Released Claims”).

You also agree that you waive any right to bring, maintain, or participate in a class action, collective action, or representative action against the Company and/or the Company Releasees to the fullest extent permitted by law.  You agree that you may not serve as a representative of a class action, collective action, or representative action, may not participate as a member of a class action, collective action, or representative action, and may not recover any relief from a class action, collective action, or representative action.  You further agree that if you are included within a class action, collective action, or representative action, you will take all steps necessary to opt-out of the action or refrain from opting in, as the case may be.  You are not waiving any right to challenge the validity of this Paragraph 4(b) on any grounds that may exist in law and equity.  However, the Company and the Company Releasees reserve the right to attempt to enforce this Agreement, including this Paragraph 4(b), in any appropriate forum.

You hereby represent and warrant that you are not aware of any claims you have or might have against the Company and/or the Company Releasees that are not included in the Released Claims.  Moreover, you acknowledge that you have not made any claims or allegations, the factual foundation for which involves discrimination, retaliation, sexual harassment or sexual assault or abuse.

Notwithstanding the generality of the foregoing, and notwithstanding your agreement and acknowledgment that, as an independent contractor to, and not an employee of, the Company you are unable to assert claims under statutes that provide rights to employees, out of an abundance of caution nothing herein constitutes a release or waiver by you of, or prevents you from making or asserting: (i) any claim or right you may have under COBRA; (ii) any claim or right you may have for unemployment insurance or workers’ compensation benefits (other than for retaliation under workers’ compensation laws); (iii) any claim to vested benefits under the written terms of a qualified employee pension benefit plan; (iv) any medical claim incurred during your engagement that is payable under applicable medical plans or an employer-insured liability plan; and further, nothing herein constitutes a release or waiver by you of, or prevents you from making or asserting (v) any claim or right that may arise after the execution of this Agreement; (vi) any claim or right you may have under this Agreement; or (vii) any claim that is not otherwise waivable under applicable law.

Nothing in this Agreement prohibits or prevents you from filing a charge with or participating, testifying, or assisting in any investigation, hearing, or other proceeding before the U.S. Equal Employment Opportunity Commission or a similar agency enforcing federal, state or local anti-discrimination laws.  However, to the maximum extent permitted by law, you agree that if such an administrative claim or charge is made to such an anti-discrimination agency, you shall not be entitled to recover any individual monetary relief or other individual remedies in connection with such claim or charge, and in the event you obtain such monetary relief the Company will be entitled to an offset for the payments made pursuant to this Agreement.  In addition, nothing in this Agreement restricts or prohibits you 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 without limitation, the U.S. Department of Labor, the National Labor Relations Board, the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the U.S. Commodities Futures Trading Commission, the Financial Industry Regulatory Authority, the Occupational Safety and Health Administration,  the U.S. Congress, any other federal, state, or local government agency or commission, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of federal, state, or local law or regulation. You do not need the prior authorization of the Company to engage in conduct protected by this paragraph, and you do not need to notify the Company that you have engaged in such conduct.  This agreement does not limit your right to receive an award from any Regulator that provides awards for providing information relating to a potential violation of the law.  You recognize and agree that, in connection with any such activity outlined above, you must inform the Regulators, your attorney, a court or a government official that the information you are providing is confidential. Despite the foregoing, you are not permitted to reveal to any third-party, including any governmental, law enforcement, or regulatory authority, information you came to learn during the course of your engagement with the Company that is protected from disclosure by any applicable privilege, including but not limited to the attorney-client privilege and/or attorney work product doctrine. The Company does not waive any applicable privileges or the right to continue to protect its privileged attorney-client information, attorney work product, and other privileged information.

Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made to your attorney in relation to a lawsuit for retaliation against you for reporting a suspected violation of law; or (iii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  Nor does this Agreement require you to obtain prior authorization from the Company before engaging in any conduct described in this paragraph, or to notify the Company that you have engaged in any such conduct

you have been provided at least forty-five (45) calendar days to review and consider this Agreement (and its Exhibits) and, if you knowingly and voluntarily choose to do so, you may accept the terms of this Agreement before the forty-five (45) day consideration period has expired, but under no circumstances should you sign this Agreement prior to your Last Day of Services;

you agree that changes to the Company’s offer contained in this Agreement, whether material or immaterial, will not re-start the forty-five (45) day consideration period provided for above;

you may revoke this Agreement within seven (7) calendar days of signing this document by giving written notice to the undersigned.  Any revocation must be submitted in writing, and state: “I hereby revoke my acceptance of our agreement” or words to that effect.  The revocation must be personally delivered to, or mailed to the undersigned and postmarked within seven (7) calendar days after you sign this Agreement;

the Company advises you to consult with an attorney of your choice prior to signing this Agreement;

you fully understand the significance of all of the terms and conditions of this Agreement (and its Exhibits);

in accordance with the OWBPA, you have received (as Exhibit A hereto) a listing of the ages and titles of the employees in your decisional unit who were selected for termination and eligible to receive severance payments and benefits in exchange for signing an Agreement and General Release, and employees who were not selected for termination and not eligible to receive severance payments and benefits in exchange for signing an Agreement and General Release; and

you are signing this Agreement voluntarily and of your own free will and agree to all of the terms and conditions contained in it.