Settlement Agreement and General Release between ProtoKinetix, Incorporated and Susan M. Woodward, dated November 3, 2017

The Form 8-K Filing.  Not later than four business days following signatures to this agreement by both the Company and the Consultant, the Consultant will assist the Company in preparing a Form 8-K reporting under Item 1.01 (Entry Into A Material Definitive Agreement) that the Company and the Consultant have entered into this Agreement, using the following Item 1.01 disclosure: “On November 3, 2017, the Company and Susan Woodward agreed that Ms. Woodward will leave her position as chief financial officer (CFO), effective upon the filing of the Company’s quarterly report for the quarter ended September 30, 2017, in satisfactory form, but will remain engaged to assist the Company through December 31, 2017, and to transition books and records of the Company.”  The parties agree that this Agreement will be attached as an exhibit to the Form 8-K as required by Instruction 1 to Item 1.01 of Form 8-K.

Subject to the review and approval of the Company’s auditors who must review the Form 10-Q, the same language will be included in the quarterly report on Form 10-Q for the quarter ended September 30, 2017, if required by the rules and regulations governing the filing of the Form 10-Q.

The 10-Q. The Consultant will complete to the reasonable satisfaction of the Company consistent with past practice the Company’s Form 10-Q for the quarter ending September 30, 2017, and in accordance with the rules and the regulations of the Securities and Exchange Commission.  The Consultant will cause the Form 10-Q to be completed and circulated to the Company’s auditors, the Company’s legal counsel and the Company for comment, consistent with past practices. However, the timing of the circulation and completion of the Form 10-Q is subject to the Consultant’s timely receipt from the Company of all of the information required to complete the Form 10-Q. The Consultant and Company agree that the Form 10-Q is to be filed without extension and must be delivered to the Edgar filer for preparation in order to be filed on or before November 14, 2017.  The Company has acted cooperatively through its legal counsel to provide and deliver to the Consultant copies of all documents, agreements, and board of director consents and such other information required to prepare and complete the Form 10-Q. The Company will continue to cooperate with the Consultant to provide any additional documents, agreements, board of director consents and such other information necessary for the Consultant to prepare and complete the Form 10-Q. The Consultant, as the Company’s chief financial officer and principal financial officer and Clarence Smith, as the Company’s chief executive officer and principal executive officer will sign the Form 10-Q and the necessary certifications, that have been approved by the Consultant, the Company, the Company’s auditors and the Company’s legal counsel, consistent with past practices, provided the Consultant, as of the date of signature, is the chief financial officer and principal financial officer of the Company.  The Consultant will not cause the Form 10-Q to be filed without the written consent and direction of the chief executive officer of the Company whose signature will also be reflected on the Form 10-Q and certifications as filed.  While the Consultant and the Company agree to work in good faith to file the Form 10-Q on time, if the Company is obligated to file for an extension of time, the Consultant and the Company will work with the Company’s auditors and legal counsel to file within the extended time limit for the Form 10-Q.

Company Documents.  The Consultant agrees to provide the Company with all originals and copies of all files and documents in her possession and all originals and copies of files and documents in her possession on any electronic devices that relate to or concern the Company (the “ESI”) by delivering all such documents to the Company (directly or through Mr. McDonough, a director of the Company) promptly following her execution of this Agreement. The Consultant may retain a copy of any and all documents she needs to prepare the Form 10-Q. As set forth in Section 2(a) of this Agreement, the Consultant will provide all originals and copies of any documents modified or created since the time of execution of this Agreement. The Company shall schedule to have a courier pick up the documents for delivery on a date and time reasonably acceptable to the Consultant.  The Consultant agrees to segregate and make available all ESI from any other documents stored on any electronic devices in a single directory (which may contain subdirectories) through the file sharing system used by the Consultant in past practice. The file sharing system must provide access to both the Company’s legal counsel and the Company.

Bank Accounts and the Company’s Address. Promptly upon the filing of the Form 10-Q, the Company shall (i) remove the Consultant from all of the Company’s bank accounts and all other accounts, listings or otherwise where Consultant is listed as a Company contact, officer, Chief Financial Officer or otherwise associated with or a representative of the Company and (ii) change the address of the Company to an address that is not the Consultant’s personal residence and the Company shall promptly submit to the United States Postal Service all required notices and forms to change the address and cause all of the Company mail to be sent to an address other than the Consultant’s personal residence.  To the extent that at any time thereafter the Consultant receives mail addressed to the Company she will promptly forward the mail to the Company and cooperate with the Company in changing addresses in the records of such sender.

Return of Company Property and Documents. Upon the filing of the Company’s Form 10-Q, the Consultant agrees to return any and all property of, and information pertaining to, the Company and its business in her possession within three business days.  The Company property includes, but is not limited to, all originals and copies of files, financial documents and the portable hard-drive purchased by the Company (also called a “USB” or “thumb drive”), but does not include the laptop computer that Consultant has been using. The Consultant will deliver by courier all files, documents and physical property belonging to the Company to 9176 South Pleasants Highway, St. Marys, West Virginia 26170, or to such other address as the Company should choose, at the Company’s expense. The Consultant will deliver all ESI to the Company by uploading such ESI to the file sharing platform used by the Consultant in past practice and shall provide notification of such to the Company and the Company’s legal counsel.

Laptop Computer. Following the filing of the Form 10-Q, the Company agrees to allow the Consultant to permanently keep possession of the laptop she has been using.  Provided, however, that the Consultant certifies in writing, no later than January 3, 2018, to the Company’s legal counsel that all ESI has been deleted from the computer and she no longer has any complete or partial copies of any Company property, either written or on tape, disk or other media storage device and will not access any Company files or networks.

Subsequent Discovery of Company Property. If after providing the written certification pursuant to Section 2(b) of this Agreement, the Consultant learns she is in possession of any Company property she will notify the Company within 24 hours and return all such property within three business days and delete any additional copies of such property in her possession.

Cooperation. The Consultant agrees that certain matters in which the Consultant has been involved during her service to the Company may require the Consultant’s cooperation with the Company in the future.  Accordingly, through December 31, 2017, and in consideration of this Agreement, provided all parties perform under this Agreement herein, the Consultant agrees to be available for a reasonable amount of questions and consultation at no additional charge to the Company through December 31, 2017. The Company shall provide notice of a request for cooperation by email to the Consultant at the email address the Consultant will provide contemporaneously with the execution of this Agreement. Such cooperation and communication may be in the form of email, or if necessary, by telephone during normal business hours (8AM to 5PM eastern time) with reasonable notice provided to the Consultant. The Consultant shall provide support and services requested within a reasonable time after the request is sent by the Company.

Consulting Fees. The Company has paid the Consultant her November consulting fee under the Consulting Agreement on the normally scheduled pay date, November 1, 2017, by the normal method historically used by the parties.  Upon executing this Agreement, the Company agrees to transfer the Consultant’s December consulting fee, in the amount of Six Thousand Dollars ($6,000.00) to be held in escrow until the terms of this Agreement have been satisfied pursuant to the terms of the attached Escrow Agreement attached hereto as EXHIBIT B.

Stock Options. The Company agrees that in exchange for the Consultant’s assignment to the Company (in the form of Exhibit D) of the options to acquire 12 million shares of the Company’s common stock held by the Consultant under a certain Non-Qualified Stock Option Agreement dated May 4, 2015, effective February 26, 2015, for 4,000,000 shares of the Company’s common stock,  a certain Stock Option Agreement dated January 1, 2016 for 4,000,000 shares of the Company’s common and a certain Stock Option Agreement dated January 1, 2017 for 4,000,000 shares of the Company’s common stock (collectively the “Options”), the Company will transfer a one-time lump sum payment of $110,000 to be held in escrow for the Consultant’s benefit and as security for the parties’ performance under this Agreement pursuant to the terms of the Escrow Agreement attached hereto as EXHIBIT B.

Letter of Recommendation.  The Company agrees that the quality of the Consultant’s work and services have been excellent and the Company has no complaint or issue with regard to the Consultant or the services that she has provided to the Company, since the time she has been engaged.  Therefore, not later than the first business day after the complete filing of the Form 10-Q, the Company shall deliver a letter of recommendation in the form of EXHIBIT C.

Section 16 Filings. The Company, consistent with past practice shall prepare all filings resulting from the transactions contemplated under this Agreement as may be required by Section 16 of the Securities Exchange Act of 1934 for the Consultant to review, approve and sign. The Company will file such documents upon receipt of originally signed documents.

Agreement Not to Disparage. The Consultant agrees that she will not disparage the Company or any of its officers, directors or consultants. The Company, for itself, and its officers, directors and consultants agrees that it will not disparage the Consultant. The Letter of Recommendation will speak for itself, and the Company is not required to provide any further information upon any inquiry by third-parties or the Consultant.

Consultant’s Release and Waiver of Claims.  In consideration for the mutual execution and delivery of this Agreement by the Consultant and the Company, the Consultant, for herself and for her predecessors-in-interest, successors, assigns, heirs, decedents, beneficiaries, and any entity owned or controlled by any party, hereby release and forever discharge the Company and its assigns, heirs, representatives, agents, consultants, subsidiaries, parents, affiliated companies, employees, officers, directors, members, managers, insurers, attorneys, trustees and beneficiaries (collectively the “Company Released Parties”), of and from any and all past, present and future claims, damages, causes of action, costs, expenses, fees, promises, obligations, and liabilities of whatever kind or nature and whether arising in such Company Released Party’s capacity acting on behalf of the Company or otherwise, that the parties have, whether known or unknown, foreseen or unforeseen, anticipated or unanticipated, liquidated or non-liquidated, related in any way to the relationship between the Consultant and the Company, and any other matter of any kind whatsoever whether or not related in any way to the relationship between the Consultant and the Company, but excepting any claims that may arise with respect to the execution or performance of this Agreement or the Escrow Agreement and any claims that arise from Sections 3, 4, and 6 of the Consulting Agreement.

Company’s Release and Waiver of Claims. In consideration for the mutual execution and delivery of this Agreement by the Consultant and the Company, the Company, for itself and for its predecessors-in-interest, successors, assigns, heirs, decedents, beneficiaries, and any entity owned and/or controlled by any party, hereby release and forever discharge the Consultant and her assigns, heirs, representatives, agents, consultants, subsidiaries, parents, affiliated companies, employees, officers, directors, members, managers, insurers, attorneys, trustees and beneficiaries (collectively the “Consultant Released Parties”), of and from any and all past, present and future claims, damages, causes of action, costs, expenses, fees, promises, obligations, and liabilities of whatever kind or nature and whether arising in such Consultant Released Party’s capacity acting on behalf of the Consultant or otherwise, that the parties have, whether known or unknown, foreseen or unforeseen, anticipated or unanticipated, liquidated or non-liquidated, related in any way to the relationship between the Consultant and the Company, and any other matter of any kind whatsoever whether or not related in any way to the relationship between the Consultant and the Company, but excepting any claims that may arise with respect to the execution or performance of this Agreement or the Escrow Agreement and any claims that arise from Sections 3, 4, and 6 of the Consulting Agreement.

No Admission and Covenant Not to Sue. This Agreement, and compliance with this Agreement, shall not be construed as an admission of liability on the part of the Company, such liability being hereby expressly denied.  The Consultant and the Company hereby represent that neither of them has filed nor caused to be filed any pending charges, suits, claims, grievances or other action which in any way arise from or relate to the Consultant’s relationship, and service in all capacities, to the Company Released Parties.  The Consultant and the Company further represent that neither of them has directly or indirectly assigned any claim related to the Consultant’s relationship with, and service in all capacities, to the Company or released hereby to any other person.  The Consultant and the Company agree not to sue or assert claims against any person or entity released in this Agreement, except as expressly stated in this Agreement.

Confirmation of Independent Contractor Status.  The Company and the Consultant both agree that the Consultant has been acting in her capacity for the Company as an independent contractor and not as an employee, and each of the Company and the Consultant agree that neither will take nor support any position that the Consultant was not an independent contractor to the Company.

Confidential Information.  The Consultant acknowledges and agrees that she is subject to the confidentiality covenants set forth in Section 4 of the Consulting Agreement, which are incorporated into this Agreement by reference as if fully rewritten herein and survive the resignation of the Consultant as chief financial officer. The Consultant agrees to continue to comply with such confidentiality terms set forth in the Consulting Agreement.

Attorney Fees and Costs. Each party shall bear its own attorney fees and costs.

Binding Effect. This Agreement shall inure to the benefit of and be binding upon the Consultant and the Company, as well as their respective agents, heirs, decedents, beneficiaries, successors, assigns and representatives.

Headings. The headings in this Agreement are for convenience only and do not in any way limit or amplify the terms or conditions of this Agreement.

Recitals. The above recitals are incorporated into this Agreement.

Severability. The parties to this Agreement further agree that should any clause, sentence, paragraph or other part of this Agreement be finally adjudged by any court of competent jurisdiction to be unconstitutional, invalid or in any way unenforceable, such adjudication shall not affect, impair, invalidate or nullify this Agreement, nor shall it serve as the basis for rescission, avoidance or annulment of this Agreement, but shall affect only the clause, sentence, paragraph so adjudged.

Entire Agreement. This Agreement, together with any other instruments or agreements referred to herein, constitutes the entire agreement of the parties with respect to the subject matter of this Agreement, and there are no other representations, warranties or other agreements, written or oral, between the parties, except those contained in this Agreement.

Modification or Amendment. This Agreement may not be amended or modified except by an agreement in writing signed by the party against whom enforcement of any modification or amendment is sought.

Representations and Warranties. The parties represent and warrant to one another that:

No statements or representations made by or on behalf of any party to this Agreement, or by any third party, except as may be specifically recited in this Agreement, have influenced, induced or caused each party to enter into and execute this Agreement;

Each of the undersigned is authorized to execute this Agreement in the capacity and manner set forth below;

Each party has taken all appropriate action to authorize the execution of this Agreement, and this Agreement and any documents executed in connection with this Agreement constitute the legal, valid and binding obligations of the parties, enforceable against the parties, in accordance with the terms of this Agreement;

Each party warrants that it has read and understands this Agreement in its entirety; and

No party has assigned, transferred, hypothecated or otherwise conveyed any of its interests in any and all claims the parties have waived or disclaimed in this Agreement.

Construction. The parties acknowledge that their respective legal counsel have reviewed and participated in negotiating the terms of this Agreement, and that any rule of construction to the effect that any ambiguity is to be resolved against the drafting party shall not be applicable in the interpretation of this Agreement.

Governing Law. This Agreement shall be governed by the laws of the State of Colorado, without regard to choice of laws principles.

Counterparts. This Agreement may be signed in counterparts and is effective as of the signing of all parties.  Documents with signatures of the parties that are transmitted by facsimile transmission or copies of documents scanned in PDF format that are transmitted by e-mail shall be effective immediately upon signature by all parties, and shall be as valid and binding as though they were original documents.

Legal Counsel; Mutual Drafting. Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this Agreement. In any construction to be made of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language. The Consultant agrees and acknowledges that she has read and understands this Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Agreement and has had ample opportunity to do so.  The law firm of Burns, Figa & Will, P.C. represented only the Company in connection with this Agreement, and only advised the Company with respect to Colorado law.  The law firm of Meyers, Roman, Friedberg & Lewis represented only the Consultant in connection with this Agreement.  The Company and the Consultant each understand that Burns, Figa & Will, P.C. is acting as escrow agent under the Escrow Agreement, and that pursuant to such agreement Burns, Figa & Will, P.C. has an obligation to act as stated therein.  In each case, the Company and the Consultant waive any conflict of interest with Burns, Figa & Will, P.C., as counsel to the Company and as Escrow Agent pursuant to the Escrow Agreement.