8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 21, 2023

Flora Growth Corp.

(Exact Name of Registrant as Specified in Its Charter)

Province of Ontario	001-40397	Not Applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification)

3406 SW 26th Terrace, Suite C-1

Fort Lauderdale, Florida 33132

(Address of principal executive offices) (Zip Code)

(954) 842-4989

(Registrant’s Telephone Number, Including Area Code)

______________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, no par value	FLGC	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer

Resignation of Chief Executive Officer

On June 21, 2023, Hussein Rakine tendered his resignation as the Chief Executive Officer (principal executive officer) of Flora Growth Corp., a corporation organized under the laws of the Province of Ontario (“Flora” or the Company”), with such resignation becoming effective June 25, 2023 (the “Rakine Separation Date”). Mr. Rakine intends to remain as a director on the Company’s Board of Directors (the “Board”). Mr. Rakine’s resignation as Chief Executive Officer was not due to any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices. In connection with Mr. Rakine’s resignation, on the Rakine Separation Date, the Company entered into a Separation Agreement and Release with Mr. Rakine (the “Rakine Separation Agreement”), pursuant to which Mr. Rakine agreed to (i) a general release of claims by Mr. Rakine in favor of the Company and certain related persons and parties, (ii) the modification of the terms of Mr. Rakine’s non-compete restrictions and (iii) forfeit 82,100 restricted common shares previously granted to Mr. Rakine.

The foregoing description of the Rakine Separation Agreement is only a summary and is qualified in its entirety by reference to the full text of the Rakine Separation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference in this Item 5.02.

Resignation of Chief Financial Officer

On June 25, 2023, Elshad Garayev tendered his resignation as the Chief Financial Officer (principal financial and accounting officer) of the Company, with such resignation becoming effective on such date (the “Garayev Separation Date”). Mr. Garayev’s resignation as Chief Financial Officer was not due to any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices. In connection with Mr. Garayev’s resignation, on the Garayev Separation Date, the Company entered into a Separation Agreement and Release with Mr. Garayev (the “Garayev Separation Agreement”), pursuant to which Mr. Garayav agreed to (i) remain at the Company as an advisor to contribute to the transition for an additional month in consideration for one month of his base salary and (ii) a general release of claims by Mr. Garayev in favor of the Company and certain related persons and parties. Pursuant to the Garayev Separation Agreement, the Company also agreed to waive the non-compete restrictions contained in Mr. Garayav’s employment agreement.

The foregoing description of the Garayev Separation Agreement is only a summary and is qualified in its entirety by reference to the full text of the Garayev Separation Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference in this Item 5.02.

Resignation of Chief Marketing Officer

On June 25, 2023, Jessie Casner tendered her resignation as the Chief Marketing Officer of the Company, with such resignation becoming effective on June 30, 2023. Ms. Casner’s resignation as Chief Marketing Officer was not due to any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices. In connection with Ms. Casner’s resignation, on June 25, 2023, the Company entered into a Separation Agreement and Release with Ms. Casner (the “Casner Separation Agreement”), pursuant to which (i) Ms. Casner agreed to a general release of claims by Ms. Casner in favor of the Company and certain related persons and parties and (ii) the Company agreed to accelerate the vesting of 5,102 restricted common shares previously granted to Ms. Casner. Pursuant to the terms of the Casner Separation Agreement, all other unvested restricted common shares and options to purchase common shares have been forfeited. Pursuant to the Casner Separation Agreement, the Company also agreed to waive the non-compete restrictions contained in Ms. Casner’s employment agreement.

2

The foregoing description of the Casner Separation Agreement is only a summary and is qualified in its entirety by reference to the full text of the Casner Separation Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated by reference in this Item 5.02.

Resignation of Chief Commercial Officer

On June 25, 2023, Jason Warnock tendered his resignation as the Chief Commercial Officer of the Company, with such resignation becoming effective on June 30, 2023. Mr. Warnock’s resignation as Chief Commercial Officer was not due to any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices. In connection with Mr. Warnock’s resignation, on June 25, 2023, the Company entered into a Separation Agreement and Release with Mr. Warnock (the “Warnock Separation Agreement”), pursuant to which (i) Mr. Warnock agreed to a general release of claims by Mr. Warnock in favor of the Company and certain related persons and parties and (ii) the Company agreed to accelerate the vesting of 16,415 restricted common shares previously granted to Mr. Warnock. Pursuant to the terms of the Warnock Separation Agreement, all other unvested restricted common shares and options to purchase common shares have been forfeited. Pursuant to the Warnock Separation Agreement, the Company also agreed to waive the non-compete restrictions contained in Mr. Warnock’s employment agreement.

The foregoing description of the Warnock Separation Agreement is only a summary and is qualified in its entirety by reference to the full text of the Warnock Separation Agreement, which is filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated by reference in this Item 5.02.

Resignation of Director

On June 25, 2023, Timothy Leslie tendered his resignation as a Director of the Company and as a member of the Board’s Audit Committee and Nominating & Corporate Governance Committee, with such resignation becoming effective immediately. Mr. Leslie’s resignation was not due to any disagreement with the Company or the Board on any matter relating to the Company’s operations, policies or practices.

The Company plans to fill the vacancy on the Audit Committee created by Mr. Leslie’s resignation within the cure period permitted under Nasdaq Stock Market Rule 5605(c)(4)(B).

Appointment of Chief Executive Officer

On June 25, 2023, the Board appointed Clifford Starke, the President of the Company and a Director of the Company, as the Company’s Chief Executive Officer (principal executive officer), effective immediately.

Prior to his appointment, Mr. Starke was appointed as President and a Director of the Company in December 2022. Prior to this, from February 2022 through the closing of the Company’s acquisition of the business, Mr. Starke served as the Executive Chairman and Chief Executive Officer of Franchise Global Health Inc (“Franchise”). Since May 2018, Mr. Starke has served as the Chairman of Hampstead Private Capital Ltd., a Bermuda based merchant bank investing in small to mid-cap, high growth companies in various sectors and primarily focused in the medical cannabis industry. Mr. Starke has over 15 years of investing and public markets experience and, over the last seven years, has acted as a financier, investor and operator of cannabis companies. Mr. Starke holds a Bachelor of Arts degree in History from Queen's University.

Currently, Mr. Starke shall serve as the Company’s Chief Executive Officer pursuant to the terms of his existing consulting agreement, dated December 23, 2022, by and between Mr. Starke and the Company (the “Consulting Agreement”). In light of Mr. Starke’s new role at the Company, the Board may consider certain future amendments to his Consulting Agreement.  A description of the material terms of the Consulting Agreement is below.  

3

The Consulting Agreement provides for a base fee of $320,000 (as may be increased by our Board), an annual discretionary bonus opportunity targeted at 80% of base fee and the opportunity to participate in any equity compensation plan, other incentive compensation programs and other health, benefit and incentive plans offered to other senior executives of the Company. Mr. Starke is also entitled to paid time off and holiday pay in accordance with the Company’s policies.

In addition, upon termination of the Consulting Agreement without “Cause” or resignation by Mr. Starke for “Good Reason,” as those terms are defined in the Consulting Agreement, Mr. Starke will, conditioned upon his execution of a separation and release agreement, be eligible to receive the following payments:

· an aggregate amount equal to his base fee at the rate in effect on his last day of engagement (the “Starke Severance Payment”), fifty percent (50%) of which shall be paid in a lump sum on the third business day following the separation date, and the remaining fifty percent (50%) of which shall be paid in twelve equal monthly installments commencing on the effective date of termination; and

· a pro rata share of his discretionary annual bonus relating to the year in which his engagement ceases.

In the event Mr. Starke is terminated without “Cause” or Mr. Starke resigns for “Good Reason” three months prior to or following a “Change in Control,” as those terms are defined in his Consulting Agreement (a “Change in Control Termination”), Mr. Starke will be eligible to receive the payments set forth above, provided however that the Starke Severance Payment shall be increased to one and one half times (1.5X) Mr. Starke’s base fee, payable as set forth above.

The Consulting Agreement provides that Mr. Starke is obligated to devote a substantial majority of his business time, attention, skill and effort to the performance of his duties under the Consulting Agreement, provided that, to the extent such activities do not impair the performance of his duties to the Company or our affiliates, Mr. Starke is permitted to engage in the following other specified activities: (i) engaging in personal investments and charitable, professional and civic activities; (ii) serving on boards of directors of entities that do not compete with us or any of our affiliates; and (iii) certain other activities and director positions that our Board may approve.

The Consulting Agreement provides that, during the term of  Consulting Agreement and for a period of 12 months following the expiration, resignation or termination of his engagement, Mr. Starke agrees, subject to certain permitted exceptions, not to (i) engage in any competing business in certain geographic regions, provided, however, that Mr. Starke may own five percent or less of the outstanding stock of any publicly traded corporation or other entity that engages in a competing business, (ii) solicit for the purpose of conducting a competing business any customer or prospective customer of us or any of our affiliates in a line of business that we or any of our affiliates conducts or plans to conduct as of the date of Mr. Starke’s termination or (iii) solicit or employ any person who is, or was at any time during the two-year period prior to Mr. Starke’s termination, an employee with a senior management position at us or any of our affiliates.

The foregoing description of the Consulting Agreement is only a summary and is qualified in its entirety by reference to the full text of the Consulting Agreement, which was previously filed as Exhibit 10.8 to the Form 10-K filed by the Company with the SEC on March 31, 2023 and is incorporated by reference in this Item 5.02.  

There are no family relationships between Mr. Starke and any director or executive officer of the Company, and Mr. Starke does not have any other direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Starke and any other persons pursuant to which he was selected as Chief Executive Officer of the Company.

Appointment of Chief Financial Officer

On June 25, 2023, the Board appointed Dany Vaiman, the Senior VP of Finance of the Company, as the Company’s Chief Financial Officer (principal financial and accounting officer), effective immediately.

4

Prior to his appointment, Mr. Vaiman served as the Company’s Senior VP of Finance since December 2022. From February 2022 through the closing of the Company’s acquisition of the business, he served as the Chief Financial Officer of Franchise. Prior to that, Mr. Vaiman served as Corporate Controller (from July 2018 to July 2021) and as Assistant Controller (from June 2016 to June 2018) of Torex Gold Resources Inc.- a leading intermediate gold producer listed on the TSX. For seven years, Mr. Vaiman was with Ernst & Young’s Toronto Audit Group, specializing in publicly listed TSX and SEC clients. Mr. Vaiman is a Chartered Professional Accountant (CPA) and Chartered Accountant (CA) in Ontario, a Certified Public Accountant (CPA) in Illinois, and holds a Bachelor of Business Administration (Honours) from the Schulich School of Business.

Currently, Mr. Vaiman shall serve as the Company’s Chief Financial Officer pursuant to the terms of his existing employment agreement, dated December 23, 2022, by and between Mr. Vaiman and Flora Growth Management (“Flora Management”), a wholly owned subsidiary of the Company (the “Vaiman Employment Agreement”). In light of Mr. Vaiman’s new role with the Company, the Board may consider certain future amendments to the Vaiman Employment Agreement. A description of the material terms of the Vaiman Employment Agreement is below.  

The Vaiman Employment Agreement provides for a base salary of $210,000 (as may be increased by our Board), an annual discretionary bonus opportunity targeted at 50% of base salary and the opportunity to participate in any equity compensation plan, other incentive compensation programs and other health, benefit and incentive plans offered to other senior executives of the Company. Mr. Vaiman is also entitled to paid time off and holiday pay in accordance with the Company’s policies.

In addition, upon termination of the Vaiman Employment Agreement without “Cause” or resignation by Mr. Vaiman for “Good Reason,” as those terms are defined in the Vaiman Employment Agreement, Mr. Vaiman will, conditioned upon his execution of a separation and release agreement, be eligible to receive the following payments:

· an aggregate amount equal to his base salary at the rate in effect on his last day of employment (the “Vaiman Severance Payment”), fifty percent (50%) of which shall be paid in a lump sum on the third business day following the Release Effective Date, and the remaining fifty percent (50%) of which shall be paid in twelve equal monthly installments commencing on the effective date of termination; and

· a pro rata share of his discretionary annual bonus relating to the year in which his employment ceases.

In the event Mr. Vaiman is terminated without “Cause” or Mr. Vaiman resigns for “Good Reason” three months prior to or following a “Change in Control,” as those terms are defined in his Vaiman Employment Agreement (a “Change in Control Termination”), Mr. Vaiman will be eligible to receive the payments set forth above, provided however that the Vaiman Severance Payment shall be increased to one and one half times (1.5X) Mr.Vaiman’s base salary, payable as set forth above.

The Vaiman Employment Agreement provides that Mr. Vaiman is obligated to devote a substantial majority of his business time, attention, skill and effort to the performance of his duties under the Vaiman Employment Agreement, provided that, to the extent such activities do not impair the performance of his duties to Flora Management, the Company or their respective affiliates, Mr. Vaiman is permitted to engage in the following other specified activities: (i) engaging in personal investments and charitable, professional and civic activities; (ii) serving on boards of directors of entities that do not compete with us or any of our affiliates; and (iii) certain other activities and director positions that our Board may approve.

The Vaiman Employment Agreement provides that, during the term of Vaiman Employment Agreement and for a period of 12 months following the expiration, resignation or termination of his employment, Mr. Vaiman agrees, subject to certain permitted exceptions, not to (i) engage in any competing business in certain geographic regions, provided, however, that Mr. Vaiman may own five percent or less of the outstanding stock of any publicly traded corporation or other entity that engages in a competing business, (ii) solicit for the purpose of conducting a competing business any customer or prospective customer of us or any of our affiliates in a line of business that we or any of our affiliates conducts or plans to conduct as of the date of Mr. Vaiman’s termination or (iii) solicit or employ any person who is, or was at any time during the two-year period prior to Mr. Vaiman’s termination, an employee with a senior management position at us or any of our affiliates.

The foregoing description of the Vaiman Employment Agreement is only a summary and is qualified in its entirety by reference to the full text of the Vaiman Employment Agreement, which was previously filed as Exhibit 10.10 to the Form 10-K filed by the Company with the SEC on March 31, 2023 and is incorporated by reference in this Item 5.02.  

5

There are no family relationships between Mr. Vaiman and any director or executive officer of the Company, and Mr. Vaiman does not have any other direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Vaiman and any other persons pursuant to which he was selected as Chief Financial Officer of the Company.

Item 7.01 Regulation FD Disclosure.

On June 27, 2023, the Company issued a press release relating to the matters described in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference in this Item 7.01.

The information contained in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1#	Separation Agreement and Release, dated June 25, 2023, by and among, Flora Growth Corp., Flora Growth Management Corp. and Hussein Rakine
10.2#	Separation Agreement and Release, dated June 25, 2023, by and among, Flora Growth Corp., Flora Growth Management Corp. and Elshad Garayev
10.3#	Separation Agreement and Release, dated June 25, 2023, by and among, Flora Growth Corp., Flora Growth Management Corp. and Jessie Casner
10.4#	Separation Agreement and Release, dated June 25, 2023, by and among, Flora Growth Corp., Flora Growth Management Corp. and Jason Warnock
99.1	Press Release dated June 27, 2023
104	Cover Page Interactive Data File

# Management contract or compensation plan or arrangement.

6

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	FLORA GROWTH CORP.
Date: June 27, 2023	By:	/s/ Clifford Starke
	Name:	Clifford Starke
	Title:	Chief Executive Officer

7

EX-10.1

EXHIBIT 10.1

SEPARATION AGREEMENT AND GENERAL RELEASE

This Separation Agreement and General Release (“Agreement”) is made effective as defined below in Subsection 16(E) (“Agreement Effective Date”), by and between Hussein Rakine (hereinafter referred to as “Rakine”), Flora Growth Management Corp. (“Flora Management”) and Flora Growth Corp. (“Flora Growth” and together with Flora Management, hereinafter referred to as “Company”).  Rakine and Company are collectively referred to as the “Parties” and singularly referred to as “Party.”

RECITALS

WHEREAS, Rakine is employed by the Company as Chief Executive Officer (“CEO”) pursuant to the terms of an Employment Agreement dated as of April 16, 2023 (the “Employment Agreement”); and

WHEREAS, Rakine serves as a member of the Board of Directors of Flora Growth; and 

WHEREAS, the Company has accepted Rakine’s voluntary resignation as CEO from the Company and its affiliates effective June 27, 2023 (“Separation Date”); and

WHEREAS, the Parties desire to compromise, fully and finally settle, and fully release any and all actual or potential claims, known and unknown, that either of them may have against the other as of the effective date of this Agreement; and

NOW, THEREFORE, in consideration of the promises, the performance of the covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties to this Agreement hereby represent, warrant, consent, and agree as follows:

1. Adoption of Recitals. The Parties hereto adopt the above recitals as being true and correct, and they are incorporated herein as material parts of this Agreement.

2. Separation.

A. Separation of Employment. The Company agrees to accept Rakine’s resignation as CEO of the Company effective on the Separation Date. The Company’s records and any public disclosure shall reflect that Rakine’s employment ceased as a result of his voluntary resignation. Rakine shall continue to serve as a member of the Board of Directors of Flora Growth.

B. Assistance Following Separation. Rakine will assist the Company in assuring an orderly transition for any and all matters being handled by Rakine as of the Separation Date. Rakine also agrees to make himself available at reasonable times during normal business hours, and upon reasonable notice from time to time as necessary for management transition. Rakine agrees that he will reasonably cooperate with the Company in connection with any audit, internal investigation, or defense or prosecution of any claim that may be made against or by Company, or in connection with any ongoing or future audit or investigation or dispute or claim of any kind involving Company, including any proceeding, civil or criminal, before any arbitral, administrative, judicial, legislative or other body or agency, by providing truthful, accurate and complete testimony on information that is personally known to Rakine in or in connection with any proceeding.

C. Prior Agreements Between Rakine and Company. The Parties mutually acknowledge and agree that except for Sections 7 and 8 of his Employment Agreement setting forth his post-employment obligations governing confidentiality, non-compete and non-solicit obligations, and his Indemnification Agreement, which shall remain in full force and effect, any and all other prior agreements, contracts, arrangements or understandings between Rakine and Company are declared null and void with no legal effect as of the Separation Date.

D. Waiver of Attorneys’ Fees and Costs. The Parties agree that each will bear his or its own costs and fees (including all attorneys’ fees, costs, and expenses) incurred in any way with respect to the negotiation and execution of this Agreement. The Parties further agree that this Agreement shall not be interpreted so as to render either Party as a prevailing party for purposes of any statute or otherwise.

3. Continuing Obligations. Effective on the Separation Date, the definitions of “Competing Business” and “Customer” as set forth in Section 8 of the Employment Agreement shall be amended in their entirety to read as follows:

“(i) “Competing Business” shall mean any natural person or entity engaged in the business of manufacturing, developing new brands or marketing CBD and/or Delta 8 products, but shall not include the sale or distribution of such products by those entities set forth on Schedule I.”

”(ii)  “Customer” shall mean any Person with which Flora Management or Flora Affiliates has an existing sales contract with or whom purchases a material amount of CBD/and or Delta 8 products from Flora Affiliates, excluding those customers of the entities set forth on Schedule I.”

Subject to the foregoing modifications, upon signing this Agreement, Rakine reaffirms and agrees to adhere to the terms of Sections 7 and 8 of the Employment Agreement entered into by Rakine and the Company, as well as the Company’s policies and procedures governing post-employment obligations, such as its non-disclosure and insider trading policies.  Rakine also is obligated to immediately return any Confidential Information, as defined in the Employment Agreement, and/or trade secret information including, but not limited to, records, reports, budgets, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, documents, property, or reproductions of any aforementioned items belonging to the Company.  The Company will avail itself of its full legal remedies if Rakine violates his on-going obligations to the Company.

4. General Release by Rakine and Waiver of All Claims.

A. Definitions. For purposes of this Section 4, “Rakine” means Hussein Rakine, and all persons, including, without limitation, his heirs, executors, successors, administrators, assigns, agents, and/or attorneys claiming by and through his. For purposes of this Section 4, “Released Parties” means one, all or any combination of the following: Flora Growth, Flora Management and each of their respective past and present corporations, affiliates, subsidiaries, parent companies, entities, divisions, associated companies, successors and assigns, and their past and present directors, officers, shareholders, contractors, agents, attorneys, insurers and/or employees.

2

B. Release. Other than as provided for herein, Rakine unconditionally and irrevocably releases the Released Parties from all known or unknown claims, debts, liabilities, breaches of contract, compensation, stock options, claims for profits, claims for expenses, demands, damages, actions, causes of action, or suits of any kind or nature whatsoever, if any, that Rakine presently has or could have, for any event, occurrence, or omission that has occurred prior to Rakine signing this Agreement including, but not limited to, all losses, debts, liabilities, breaches, claims and causes of action based on breach of contract, accounting, misrepresentation, fraud, property damage, personal injury, disclosure of trade secrets and proprietary information, conflicts of interest, tortious interference, breach of fiduciary duties, demands, costs, loss of services, expenses, compensation, contribution, attorneys’ fees, and all compensatory, consequential, liquidated, special, and punitive damages, or any other law prohibiting discrimination, harassment, and/or retaliation based on the exercise of Rakine’s rights under any law providing whistleblower protection, providing workers’ compensation benefits, providing or protecting Rakine benefits and pension plans, regarding payment of wages or other compensation, protecting union activity, mandating leaves of absence, prohibiting discrimination based on veteran status or military service, restricting an employer’s right to terminate Rakine or otherwise regulating employment, enforcing express or implied employment contracts, concerning government contracts and compliance with same, requiring an employer to deal with Rakine fairly or in good faith, providing recourse for alleged wrongful discharge, tort, physical or personal injury, emotional distress, negligent supervision, training, and retention, any claims of alleged fraud and/or inducement, including but not limited to alleged inducement to enter into this Agreement; any and all other tort claims, defamation, and similar or related claims, or relating to salary, commission, compensation, benefits, and other matters; all claims for attorneys' fees and costs; all claims for physical, mental, emotional, and/or pecuniary injuries, losses and damages of every kind, including but not limited to earnings, punitive, liquidated and compensatory damages, and employment benefits; any and all claims whatsoever against any of the Released Parties for wages, bonuses, stock options, benefits, fringe benefits, vacation pay, or other compensation or for any damages, fees, costs, or benefit, and any and all claims whatsoever to reinstatement or future employment with Company. Rakine understands that this means that Rakine is releasing the Released Parties, and may not bring claims against them under, inter alia, (1) the Employee Retirement Income Security Act; (2) Title VII of the Civil Rights Act of 1964; (3) Sections 1981 and 1983 of the Civil Rights Act of 1866; (4) Sections 1981 through 1988 of Title 42 of the United States Code; (5) the Equal Pay Act; (6) the Worker Adjustment Retraining and Notification Act; (7) the Immigration Reform and Control Act; (8) the Americans with Disabilities Act, and Sections 503 and 504 of the Rehabilitation Act of 1973; (9) the Family and Medical Leave Act; (10) the Age Discrimination in Employment Act (“ADEA”); (11) the Older Workers Benefit Protection Act (“OWBPA”); (12) the Consolidated Omnibus Reconciliation Act; (12) the Occupational Safety and Health Act; (13) the Fair Credit Reporting Act; (14) the Florida Minimum Wage Act; (15) the Florida Civil Rights Act; (16) retaliation claims under Florida Workers’ Compensation law; (17) any foreign, federal, state and/or local whistleblower statute, regulation, ordinance or law; (18) any foreign, federal, state and/or local law, statute, regulation or ordinance prohibiting discrimination, retaliation and/or harassment or governing wage or commission payment claims; (19) all amendments to such laws; and (20) any other law prohibiting discrimination, harassment and/or retaliation based on the exercise of Rakine’s rights under any law providing whistleblower protection, providing workers’ compensation benefits, providing or protecting employee benefits and pension plans, regarding payment of wages or other compensation, protecting union activity, mandating leaves of absence, prohibiting discrimination based on veteran status or military service, restricting an employer’s right to terminate employees or otherwise regulating employment, enforcing express or implied employment contracts, concerning government contracts and compliance with same, requiring an employer to deal with employees fairly or in good faith, providing recourse for alleged wrongful discharge, tort, physical or personal injury, emotional distress, fraud, negligent misrepresentation, defamation, and similar or related claims, or relating to salary, commission, bonuses, compensation, benefits, and other matters. For the avoidance of doubt, this release includes, without limitation, any and all claims related to Rakine’s employment with the Company and/or separation from the Company. This release does not include any claims by Rakine asserting a breach of this Agreement by Company. Notwithstanding any other provision herein, nothing in this Agreement is intended to limit Rakine’s right or ability to initiate or participate in any investigation or proceeding conducted by any federal, state or local agency, including the U.S. Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”), and/or the U.S. Securities and Exchange Commission (“SEC”). Further, in accordance with the SEC’s whistleblower regulations, nothing in this Agreement is intended to limit any communication with or disclosure of confidential information to the SEC. Rakine knowingly agrees, however, to waive any right to recover monetary damages in any suit, complaint, charge or other proceeding filed by Rakine or anyone else on Rakine’s behalf. Rakine further represents that Rakine is not aware of facts or evidence that would form the basis of a whistleblower claim against the Company.

3

C. Rakine acknowledges and agrees that he has received all compensation Rakine earned while employed by Company and that no additional earned compensation is owed whatsoever. Rakine understands that Rakine is releasing any and all claims, known or unknown, for events and/or matters that have occurred prior to Rakine signing this Agreement that Rakine may not know about as of the date he knowingly executes this Agreement.

5. Release of Rakine by the Company. The Company, on its own behalf and on behalf of each of its affiliates, direct and indirect parent companies, their respective affiliates, and each of their respective present, former and future officers, directors, shareholders, managers, members, employees and agents, successors and assigns of each of them hereby unconditionally and irrevocably releases Rakine from all known or unknown claims, debts, liabilities, obligations, breaches of contract, compensation, claims for profits, claims for expenses, demands, damages, actions, causes of action, or suits, if any, that the Company or any of the foregoing presently has or could have, for any event, occurrence, or omission that has occurred prior to the Company signing this Agreement including, but not limited to, claims based on the Employment Agreement, Rakine’s employment with the Company and any of its affiliates, and any services provided by Rakine to the Company and any of its affiliates, and including, but not limited to, claims under federal, state or local laws, statutes or ordinances, including any claim of tort or contract, or common law claims thereunder. The Company acknowledges that Rakine relied on the representations and promises in this Agreement and this release (described herein in Section 5) in agreeing to his general release of claims against the Company. The Company understands that it is releasing claims for events that have occurred prior to the Company’s signing this Agreement that the Company may not know about as of the date it executes this Agreement. This release does not waive or release Rakine from any obligation he has to the Company under this Agreement.

6. Forfeiture of Prior Equity Awards. Rakine expressly understands and agrees that by virtue of his resignation, all prior stock options and all awards of Restricted Stock previously granted to Rakine including, without limitation, shares issuable under the Employment Agreement, shall be cancelled and deemed null and void as of the Separation Date.

4

7. Mutual Non-Disparagement.

A. Rakine further agrees that he will not, except as required by law, engage in any conduct or make any statement which is in any way critical of, or disparaging to, or otherwise derogatory about the Company or any of its services, business affairs or financial condition, or any of the Company’s directors, officers, employees, agents or representatives. Rakine understands and agrees that his commitment not to defame, disparage, or impugn the Company’s reputation constitutes a willing and voluntary waiver of his rights under the First Amendment of the United States Constitution and other laws.

B. The Company agrees that senior Company executives, members of the board of directors, and officers, will not, except as required by law, engage in any conduct or make any statement which is in any way critical of, or disparaging to, or otherwise derogatory about Rakine. To the extent anyone contacts the Company for a reference for Rakine, the Company shall simply confirm Rakine’s dates of employment and position.

8. Acknowledgement of Consideration. The Parties hereto each acknowledge and agree that Releases (Sections 4 and 5 above), and mutual covenants and promises that are set forth in this Agreement are being exchanged for each of the Parties executing this Agreement, and that, but for the agreements made hereunder, they have no entitlement to the consideration exchanged pursuant to this Agreement.

9. Knowing and Voluntary Waiver. The Parties hereto each acknowledge and agree that the waiver of Rakine’s claims is knowing and voluntary and that this waiver is a part of this Agreement, which has been written in a manner calculated to be, and which is, understood by each of the Parties.

10. Non-Admission. Nothing in this Agreement is to be construed as an admission of wrongdoing or of any liability by any of the Parties. Rakine acknowledges and agrees that this Agreement represents a settlement and compromise reached between the Parties. The execution of this Agreement shall not be deemed, construed, or interpreted, in any way, to be an admission by Company regarding liability, damages, or the validity of any claim or defense, which Rakine has asserted or may assert. If this Agreement is not fully and finally consummated by its valid and binding execution date, then no statements contained herein shall be used for any purpose whatsoever against any of the Parties.

11. Cooperation. The Parties agree to execute and deliver any and all documents that may be necessary to effectuate the terms agreed to herein.

12. Plain Meaning and Headers. This Agreement shall be interpreted in accordance with the plain meaning of its terms and not for or against the drafter’s rights hereunder. The headers describing the contents of the provisions are simply for identification purposes and shall not be construed as a substantive part of the provision.

5

13. Agreement the Product of Negotiation. This Agreement is the product of negotiation between the Parties. In the event of a dispute concerning the interpretation of this Agreement or of any of its terms or provisions, this Agreement shall be deemed to have been drafted jointly by the Parties and shall not be more strictly construed against any of the Parties.

14. Waiver. No waiver of a breach of any provision of this Agreement shall constitute a waiver of a breach of any other provision of this Agreement or of a prior or subsequent breach of the same provision. No extension of time of performance of an act or obligation under this Agreement shall constitute an extension of time of performance of any other act or obligation.

15. No Assignment. The Parties represent and warrant that no person other than the signatories hereto had or has any interest in the matters referred to in this Agreement, that the Parties have the sole right and exclusive authority to execute this Agreement, and that the Parties have not sold, assigned, transferred, conveyed, or otherwise disposed of any claim, demand or legal right that is the subject of this Agreement.

16. The Older Workers Benefit Protection Act and the Right to Consider and Revoke.

A. Rakine has up to twenty-one (21) days from the date of receipt of this Agreement to accept its terms. Rakine acknowledges and agrees that he has had the opportunity to consult with his attorney about this Agreement prior to any decision on his part to execute this Agreement.

B. Rakine is advised, pursuant to the Older Workers Benefit Protection Act (“OWBPA”), that by signing this Agreement he is specifically waiving any claims he might have which have accrued prior to the execution date of this Agreement under the Age Discrimination in Employment Act of 1967 (“ADEA”) and all amendments thereto. Rakine acknowledges, represents, and agrees that this Agreement shall result in a waiver and release of any rights Rakine has under the ADEA, and acknowledges, represents and agrees that he understands his rights under the OWBPA, including but not limited to, his right to consider this Agreement for a period of twenty-one (21) days after his receipt of this Agreement.

C. Rakine, by releasing any such claims under the ADEA, in addition to the other claims set forth in this Agreement, acknowledges that he so releases and waives these claims in exchange for the valuable consideration set forth herein.

D. After the date of Rakine’s execution of this Agreement, Rakine has an additional seven (7) days in which to revoke his acceptance. This Agreement shall not become effective or enforceable against The Company until it has been fully executed by Rakine and returned to the Company, Attention: General Counsel, at the address noted in Section 21 below. Furthermore, this Agreement shall not become effective or enforceable against the Company unless it remains unrevoked by Rakine within the additional seven (7) day revocation period. To revoke, Rakine must deliver to General Counsel, at the address set forth in Section 21 below, a written statement of revocation prior to 5:00 p.m. on the seventh day following Rakine’s execution of this Agreement.

6

E. If Rakine does not revoke this Agreement, the eighth day after the date of Rakine’s written acceptance will be the “Agreement Effective Date.” If Rakine revokes his written acceptance of this Agreement within the seven day period specified above, Rakine shall not receive the benefit of this Agreement, which will not become effective or enforceable until the revocation period has expired.

17. Opportunity to Consult with Counsel. The Parties hereby represent and acknowledge that they have been provided with the opportunity to discuss and review the terms of this Agreement with their respective attorneys before signing it and that they are knowingly, freely and voluntarily signing this document in exchange for the benefits provided herein. The Parties further represent and acknowledge that they have been provided a reasonable period of time within which to review the terms of this Agreement. If any fact with respect to which this Agreement is executed is found hereafter to be other than, or different from, the facts now believed by Rakine to be true, Rakine expressly accepts and assumes the risk of such possible difference in fact and agrees that this Agreement shall be and remain effective notwithstanding such difference in fact.

18. Entire Agreement. This Agreement is the entire agreement between Rakine and Company relating to the subject matter of this Agreement, and fully supersedes any and all prior agreements and understandings, both written and oral, between any of the Parties. The Parties acknowledge that no one has made any representations or promises to them, other than those contained in or referred to in this Agreement, and that they are not relying on any representations or promises not set forth herein in executing this Agreement. This Agreement and this provision, however, do not alter, waive, or release (i) Rakine from any on-going, post-employment obligations to Company as set forth in Sections 7 and 8 of the Employment Agreement between Company and Rakine and (ii) the Company from any on-going obligations to Rakine under the Indemnification Agreement.

19. Modification or Amendment. No amendment, change, or modification of this Agreement, or waiver of any provision of this Agreement, shall be valid unless it is in writing, signed by each of the Parties or by his or its respective successors and/or assigns. The Parties agree not to make any claim at any time or place that this Agreement has been orally modified in any respect whatsoever.

20. Severability. If any provision or part of a provision of this Agreement shall be determined to be void or unenforceable by a court of law, administrative agency or tribunal of competent jurisdiction, the remainder of the Agreement shall remain valid and enforceable by any Party, and all other valid provisions of the Agreement shall survive and continue to bind the Parties.

21. Notice. Notice shall be addressed to the Parties at the address and email listed below and sent by both (a) e-mail and (b) by a nationally recognized overnight courier for next day morning delivery, in which case notice shall be deemed delivered one (1) business day after the facsimile has been sent and one (1) business day after deposit with such overnight courier. The addresses below may be changed by written notice to the other each of the Parties; provided, however, that no notice of a change of address shall be effective until actual receipt of such notice. Copies of notices are for informational purposes only, and a failure to give or receive copies of any notice shall not be deemed a failure to give notice.

7

If to the Company:	Flora Growth Corp.
	3406 SW 26th Terrace, Suite C-1
	Fort Lauderdale, FL 33312
	Attn:  General Counsel
If to Rakine:	Hussein Rakine
	Address on File

22. Counterparts. This Agreement may be executed by email via scanned PDF and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute the same agreement.

23. Execution of Agreement. The Parties to this Agreement each acknowledge and agree that in deciding to execute this Agreement: (a) the Parties relied entirely on their own judgment and that of any legal counsel; (b) no facts, evidence, event or transaction currently unknown to the Parties, but which may hereinafter become known, shall affect in any way or manner the final, unconditional nature of this Agreement; (c) the execution of this Agreement is a completely knowing and voluntary act; (d) the Parties understand the terms of this Agreement; (e) the Parties have been advised to consult with legal counsel and have been provided with time to consult with legal counsel prior to the execution of this Agreement; (f) all promises made to the Parties in connection with this Agreement or as inducement to sign same expressly are set forth in full in the other Sections of this Agreement.

24. Enforcement, Governing Law and Jurisdiction. The Parties hereby consent to personal jurisdiction and exclusive venue in the United States District Court for the Southern District of Florida, if such Court can exercise jurisdiction over the matter for any action brought by the Company or Rakine arising out of or in connection with this Agreement. In the event the foregoing Court lacks jurisdiction, Rakine consents to personal jurisdiction and exclusive venue in the Circuit Court in Broward County, Florida. For purposes of this Section 24, the term Rakine includes any business entity owned or controlled by Hussein Rakine. In any such action to enforce the terms of this Agreement, the prevailing party shall be entitled to their damages, including, but not limited to their reasonable attorneys’ fees and costs as a result of such enforcement proceedings.

8

IN WITNESS WHEREOF, the Parties hereto have knowingly and voluntarily executed this Agreement on June 25, 2023.            

FLORA GROWTH MANAGEMENT CORP.
By:	/s/ Clifford Starke
Name:	Clifford Starke
Title:	CEO

FLORA GROWTH CORP.
By:	/s/ Clifford Starke
Name:	Clifford Starke
Title:	CEO
/s/ Hussein Rakine
HUSSEIN RAKINE

9

EX-10.2

EXHIBIT 10.2

SEPARATION AGREEMENT AND GENERAL RELEASE

This Separation Agreement and General Release (“Agreement”) is made effective as defined below in Subsection 16(E) (“Agreement Effective Date”), by and between Elshad Garayev (hereinafter referred to as “Garayev”), Flora Growth Management Corp. (“Flora Management”) and Flora Growth Corp. (“Flora Growth” and together with Flora Management, hereinafter referred to as “Company”).  Garayev and Company are collectively referred to as the “Parties” and singularly referred to as “Party.”

RECITALS

WHEREAS, Garayev is employed by the Company as Chief Financial Officer (“CFO”) pursuant to the terms of an Employment Agreement dated as of July 21, 2022 (the “Employment Agreement”); and

WHEREAS, the Company has accepted Garayev’s voluntary resignation as CFO from the Company and its affiliates effective June 25, 2023 (“Separation Date”); and

WHEREAS, the Parties desire to compromise, fully and finally settle, and fully release any and all actual or potential claims, known and unknown, that either of them may have against the other as of the effective date of this Agreement; and

NOW, THEREFORE, in consideration of the promises, the performance of the covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties to this Agreement hereby represent, warrant, consent, and agree as follows:

1. Adoption of Recitals. The Parties hereto adopt the above recitals as being true and correct, and they are incorporated herein as material parts of this Agreement.

2. Separation.

A. Separation of Employment. The Company agrees to accept Garayev’s resignation as CFO of the Company effective on the Separation Date. The Company’s records and any public disclosure shall reflect that Garayev’s employment ceased as a result of his voluntary resignation.

B. Assistance Following Separation. Following the Separation Date through July 31, 2023, Garayev will provide advisory services to the Company to assure an orderly transition for any and all matters being handled by Garayev as of the Separation Date and shall be compensated at the same rate as in effect as of the date hereof. Garayev also agrees to make himself available at reasonable times during normal business hours, and upon reasonable notice from time to time as necessary for management transition. Garayev agrees that he will reasonably cooperate with the Company in connection with any audit, internal investigation, or defense or prosecution of any claim that may be made against or by Company, or in connection with any ongoing or future audit or investigation or dispute or claim of any kind involving Company, including any proceeding, civil or criminal, before any arbitral, administrative, judicial, legislative or other body or agency, by providing truthful, accurate and complete testimony on information that is personally known to Garayev in or in connection with any proceeding.

C. Prior Agreements Between Garayev and Company. The Parties mutually acknowledge and agree that except for Sections 7 and 8 of his Employment Agreement setting forth his post-employment obligations governing confidentiality, non-compete and non-solicit obligations, and his Indemnification Agreement, which shall remain in full force and effect, any and all other prior agreements, contracts, arrangements or understandings between Garayev and Company are declared null and void with no legal effect as of the Separation Date.

D. Waiver of Attorneys’ Fees and Costs. The Parties agree that each will bear his or its own costs and fees (including all attorneys’ fees, costs, and expenses) incurred in any way with respect to the negotiation and execution of this Agreement. The Parties further agree that this Agreement shall not be interpreted so as to render either Party as a prevailing party for purposes of any statute or otherwise.

3. Continuing Obligations. Upon the Separation Date, the Company waives compliance by Garayev with the non-compete covenant set forth in Section 8(a) of the Employment Agreement. Subject to the foregoing modification, upon signing this Agreement signing this Agreement, Garayev reaffirms and agrees to adhere to the terms of Sections 7 and 8 of the Employment Agreement entered into by Garayev and the Company, as well as the Company’s policies and procedures governing post-employment obligations, such as its non-disclosure and insider trading policies. Garayev also is obligated to immediately return any Confidential Information, as defined in the Employment Agreement, and/or trade secret information including, but not limited to, records, reports, budgets, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, documents, property, or reproductions of any aforementioned items belonging to the Company. The Company will avail itself of its full legal remedies if Garayev violates his on-going obligations to the Company.

4. General Release by Garayev and Waiver of All Claims.

A. Definitions. For purposes of this Section 4, “Garayev” means Elshad Garayev, and all persons, including, without limitation, his heirs, executors, successors, administrators, assigns, agents, and/or attorneys claiming by and through his. For purposes of this Section 4, “Released Parties” means one, all or any combination of the following: Flora Growth, Flora Management and each of their respective past and present corporations, affiliates, subsidiaries, parent companies, entities, divisions, associated companies, successors and assigns, and their past and present directors, officers, shareholders, contractors, agents, attorneys, insurers and/or employees.

2

B. Release. Other than as provided for herein, Garayev unconditionally and irrevocably releases the Released Parties from all known or unknown claims, debts, liabilities, breaches of contract, compensation, stock options, claims for profits, claims for expenses, demands, damages, actions, causes of action, or suits of any kind or nature whatsoever, if any, that Garayev presently has or could have, for any event, occurrence, or omission that has occurred prior to Garayev signing this Agreement including, but not limited to, all losses, debts, liabilities, breaches, claims and causes of action based on breach of contract, accounting, misrepresentation, fraud, property damage, personal injury, disclosure of trade secrets and proprietary information, conflicts of interest, tortious interference, breach of fiduciary duties, demands, costs, loss of services, expenses, compensation, contribution, attorneys’ fees, and all compensatory, consequential, liquidated, special, and punitive damages, or any other law prohibiting discrimination, harassment, and/or retaliation based on the exercise of Garayev’s rights under any law providing whistleblower protection, providing workers’ compensation benefits, providing or protecting Garayev benefits and pension plans, regarding payment of wages or other compensation, protecting union activity, mandating leaves of absence, prohibiting discrimination based on veteran status or military service, restricting an employer’s right to terminate Garayev or otherwise regulating employment, enforcing express or implied employment contracts, concerning government contracts and compliance with same, requiring an employer to deal with Garayev fairly or in good faith, providing recourse for alleged wrongful discharge, tort, physical or personal injury, emotional distress, negligent supervision, training, and retention, any claims of alleged fraud and/or inducement, including but not limited to alleged inducement to enter into this Agreement; any and all other tort claims, defamation, and similar or related claims, or relating to salary, commission, compensation, benefits, and other matters; all claims for attorneys' fees and costs; all claims for physical, mental, emotional, and/or pecuniary injuries, losses and damages of every kind, including but not limited to earnings, punitive, liquidated and compensatory damages, and employment benefits; any and all claims whatsoever against any of the Released Parties for wages, bonuses, stock options, benefits, fringe benefits, vacation pay, or other compensation or for any damages, fees, costs, or benefit, and any and all claims whatsoever to reinstatement or future employment with Company. Garayev understands that this means that Garayev is releasing the Released Parties, and may not bring claims against them under, inter alia, (1) the Employee Retirement Income Security Act; (2) Title VII of the Civil Rights Act of 1964; (3) Sections 1981 and 1983 of the Civil Rights Act of 1866; (4) Sections 1981 through 1988 of Title 42 of the United States Code; (5) the Equal Pay Act; (6) the Worker Adjustment Retraining and Notification Act; (7) the Immigration Reform and Control Act; (8) the Americans with Disabilities Act, and Sections 503 and 504 of the Rehabilitation Act of 1973; (9) the Family and Medical Leave Act; (10) the Age Discrimination in Employment Act (“ADEA”); (11) the Older Workers Benefit Protection Act (“OWBPA”); (12) the Consolidated Omnibus Reconciliation Act; (12) the Occupational Safety and Health Act; (13) the Fair Credit Reporting Act; (14) the Florida Minimum Wage Act; (15) the Florida Civil Rights Act; (16) retaliation claims under Florida Workers’ Compensation law; (17) any foreign, federal, state and/or local whistleblower statute, regulation, ordinance or law; (18) any foreign, federal, state and/or local law, statute, regulation or ordinance prohibiting discrimination, retaliation and/or harassment or governing wage or commission payment claims; (19) all amendments to such laws; and (20) any other law prohibiting discrimination, harassment and/or retaliation based on the exercise of Garayev’s rights under any law providing whistleblower protection, providing workers’ compensation benefits, providing or protecting employee benefits and pension plans, regarding payment of wages or other compensation, protecting union activity, mandating leaves of absence, prohibiting discrimination based on veteran status or military service, restricting an employer’s right to terminate employees or otherwise regulating employment, enforcing express or implied employment contracts, concerning government contracts and compliance with same, requiring an employer to deal with employees fairly or in good faith, providing recourse for alleged wrongful discharge, tort, physical or personal injury, emotional distress, fraud, negligent misrepresentation, defamation, and similar or related claims, or relating to salary, commission, bonuses, compensation, benefits, and other matters. For the avoidance of doubt, this release includes, without limitation, any and all claims related to Garayev’s employment with the Company and/or separation from the Company. This release does not include any claims by Garayev asserting a breach of this Agreement by Company. Notwithstanding any other provision herein, nothing in this Agreement is intended to limit Garayev’s right or ability to initiate or participate in any investigation or proceeding conducted by any federal, state or local agency, including the U.S. Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”), and/or the U.S. Securities and Exchange Commission (“SEC”). Further, in accordance with the SEC’s whistleblower regulations, nothing in this Agreement is intended to limit any communication with or disclosure of confidential information to the SEC. Garayev knowingly agrees, however, to waive any right to recover monetary damages in any suit, complaint, charge or other proceeding filed by Garayev or anyone else on Garayev’s behalf. Garayev further represents that Garayev is not aware of facts or evidence that would form the basis of a whistleblower claim against the Company.

3

C. Garayev acknowledges and agrees that he has received all compensation Garayev earned while employed by Company and that no additional earned compensation is owed whatsoever. Garayev understands that Garayev is releasing any and all claims, known or unknown, for events and/or matters that have occurred prior to Garayev signing this Agreement that Garayev may not know about as of the date he knowingly executes this Agreement.

5. Release of Garayev by the Company. The Company, on its own behalf and on behalf of each of its affiliates, direct and indirect parent companies, their respective affiliates, and each of their respective present, former and future officers, directors, shareholders, managers, members, employees and agents, successors and assigns of each of them hereby unconditionally and irrevocably releases Garayev from all known or unknown claims, debts, liabilities, obligations, breaches of contract, compensation, claims for profits, claims for expenses, demands, damages, actions, causes of action, or suits, if any, that the Company or any of the foregoing presently has or could have, for any event, occurrence, or omission that has occurred prior to the Company signing this Agreement including, but not limited to, claims based on the Employment Agreement, Garayev’s employment with the Company and any of its affiliates, and any services provided by Garayev to the Company and any of its affiliates, and including, but not limited to, claims under federal, state or local laws, statutes or ordinances, including any claim of tort or contract, or common law claims thereunder. The Company acknowledges that Garayev relied on the representations and promises in this Agreement and this release (described herein in Section 5) in agreeing to his general release of claims against the Company. The Company understands that it is releasing claims for events that have occurred prior to the Company’s signing this Agreement that the Company may not know about as of the date it executes this Agreement. This release does not waive or release Garayev from any obligation he has to the Company under this Agreement.

6. Forfeiture of Prior Equity Awards. Garayev expressly understands and expressly agrees that by virtue of his resignation, all prior stock options and all awards of Restricted Stock previously granted to Garayev that have not vested as of the Separation Date shall be forfeited on the Separation Date and shall be deemed null and void.

4

7. Mutual Non-Disparagement.

A. Garayev further agrees that he will not, except as required by law, engage in any conduct or make any statement which is in any way critical of, or disparaging to, or otherwise derogatory about the Company or any of its services, business affairs or financial condition, or any of the Company’s directors, officers, employees, agents or representatives. Garayev understands and agrees that his commitment not to defame, disparage, or impugn the Company’s reputation constitutes a willing and voluntary waiver of his rights under the First Amendment of the United States Constitution and other laws.

B. The Company agrees that senior Company executives, members of the board of directors, and officers, will not, except as required by law, engage in any conduct or make any statement which is in any way critical of, or disparaging to, or otherwise derogatory about Garayev. To the extent anyone contacts the Company for a reference for Garayev, the Company shall simply confirm Garayev’s dates of employment and position.

8. Acknowledgement of Consideration. The Parties hereto each acknowledge and agree that Releases (Sections 4 and 5 above), and mutual covenants and promises that are set forth in this Agreement are being exchanged for each of the Parties executing this Agreement, and that, but for the agreements made hereunder, they have no entitlement to the consideration exchanged pursuant to this Agreement.

9. Knowing and Voluntary Waiver. The Parties hereto each acknowledge and agree that the waiver of Garayev’s claims is knowing and voluntary and that this waiver is a part of this Agreement, which has been written in a manner calculated to be, and which is, understood by each of the Parties.

10. Non-Admission. Nothing in this Agreement is to be construed as an admission of wrongdoing or of any liability by any of the Parties. Garayev acknowledges and agrees that this Agreement represents a settlement and compromise reached between the Parties. The execution of this Agreement shall not be deemed, construed, or interpreted, in any way, to be an admission by Company regarding liability, damages, or the validity of any claim or defense, which Garayev has asserted or may assert. If this Agreement is not fully and finally consummated by its valid and binding execution date, then no statements contained herein shall be used for any purpose whatsoever against any of the Parties.

11. Cooperation. The Parties agree to execute and deliver any and all documents that may be necessary to effectuate the terms agreed to herein.

12. Plain Meaning and Headers. This Agreement shall be interpreted in accordance with the plain meaning of its terms and not for or against the drafter’s rights hereunder. The headers describing the contents of the provisions are simply for identification purposes and shall not be construed as a substantive part of the provision.

13. Agreement the Product of Negotiation. This Agreement is the product of negotiation between the Parties. In the event of a dispute concerning the interpretation of this Agreement or of any of its terms or provisions, this Agreement shall be deemed to have been drafted jointly by the Parties and shall not be more strictly construed against any of the Parties.

14. Waiver. No waiver of a breach of any provision of this Agreement shall constitute a waiver of a breach of any other provision of this Agreement or of a prior or subsequent breach of the same provision. No extension of time of performance of an act or obligation under this Agreement shall constitute an extension of time of performance of any other act or obligation.

5

15. No Assignment. The Parties represent and warrant that no person other than the signatories hereto had or has any interest in the matters referred to in this Agreement, that the Parties have the sole right and exclusive authority to execute this Agreement, and that the Parties have not sold, assigned, transferred, conveyed, or otherwise disposed of any claim, demand or legal right that is the subject of this Agreement.

16. The Older Workers Benefit Protection Act and the Right to Consider and Revoke.

A. Garayev has up to twenty-one (21) days from the date of receipt of this Agreement to accept its terms. Garayev acknowledges and agrees that he has had the opportunity to consult with his attorney about this Agreement prior to any decision on his part to execute this Agreement.

B. Garayev is advised, pursuant to the Older Workers Benefit Protection Act (“OWBPA”), that by signing this Agreement he is specifically waiving any claims he might have which have accrued prior to the execution date of this Agreement under the Age Discrimination in Employment Act of 1967 (“ADEA”) and all amendments thereto. Garayev acknowledges, represents, and agrees that this Agreement shall result in a waiver and release of any rights Garayev has under the ADEA, and acknowledges, represents and agrees that he understands his rights under the OWBPA, including but not limited to, his right to consider this Agreement for a period of twenty-one (21) days after his receipt of this Agreement.

C. Garayev, by releasing any such claims under the ADEA, in addition to the other claims set forth in this Agreement, acknowledges that he so releases and waives these claims in exchange for the valuable consideration set forth herein.

D. After the date of Garayev’s execution of this Agreement, Garayev has an additional seven (7) days in which to revoke his acceptance. This Agreement shall not become effective or enforceable against The Company until it has been fully executed by Garayev and returned to the Company, Attention: General Counsel, at the address noted in Section 21 below. Furthermore, this Agreement shall not become effective or enforceable against the Company unless it remains unrevoked by Garayev within the additional seven (7) day revocation period. To revoke, Garayev must deliver to General Counsel, at the address set forth in Section 21 below, a written statement of revocation prior to 5:00 p.m. on the seventh day following Garayev’s execution of this Agreement.

E. If Garayev does not revoke this Agreement, the eighth day after the date of Garayev’s written acceptance will be the “Agreement Effective Date.” If Garayev revokes his written acceptance of this Agreement within the seven day period specified above, Garayev shall not receive the benefit of this Agreement, which will not become effective or enforceable until the revocation period has expired.

17. Opportunity to Consult with Counsel. The Parties hereby represent and acknowledge that they have been provided with the opportunity to discuss and review the terms of this Agreement with their respective attorneys before signing it and that they are knowingly, freely and voluntarily signing this document in exchange for the benefits provided herein. The Parties further represent and acknowledge that they have been provided a reasonable period of time within which to review the terms of this Agreement. If any fact with respect to which this Agreement is executed is found hereafter to be other than, or different from, the facts now believed by Garayev to be true, Garayev expressly accepts and assumes the risk of such possible difference in fact and agrees that this Agreement shall be and remain effective notwithstanding such difference in fact.

6

18. Entire Agreement. This Agreement is the entire agreement between Garayev and Company relating to the subject matter of this Agreement, and fully supersedes any and all prior agreements and understandings, both written and oral, between any of the Parties. The Parties acknowledge that no one has made any representations or promises to them, other than those contained in or referred to in this Agreement, and that they are not relying on any representations or promises not set forth herein in executing this Agreement. This Agreement and this provision, however, do not alter, waive, or release (i) Garayev from any on-going, post-employment obligations to Company as set forth in Sections 7 and 8 of the Employment Agreement between Company and Garayev and (ii) the Company from any on-going obligations to Garayev under the Indemnification Agreement.

19. Modification or Amendment. No amendment, change, or modification of this Agreement, or waiver of any provision of this Agreement, shall be valid unless it is in writing, signed by each of the Parties or by his or its respective successors and/or assigns. The Parties agree not to make any claim at any time or place that this Agreement has been orally modified in any respect whatsoever.

20. Severability. If any provision or part of a provision of this Agreement shall be determined to be void or unenforceable by a court of law, administrative agency or tribunal of competent jurisdiction, the remainder of the Agreement shall remain valid and enforceable by any Party, and all other valid provisions of the Agreement shall survive and continue to bind the Parties.

21. Notice. Notice shall be addressed to the Parties at the address and email listed below and sent by both (a) e-mail and (b) by a nationally recognized overnight courier for next day morning delivery, in which case notice shall be deemed delivered one (1) business day after the facsimile has been sent and one (1) business day after deposit with such overnight courier. The addresses below may be changed by written notice to the other each of the Parties; provided, however, that no notice of a change of address shall be effective until actual receipt of such notice. Copies of notices are for informational purposes only, and a failure to give or receive copies of any notice shall not be deemed a failure to give notice.

If to the Company:	Flora Growth Corp.
	3406 SW 26th Terrace, Suite C-1
	Fort Lauderdale, FL 33312
	Attn:  General Counsel
If to Garayev:	Elshad Garayev
	Address on File

7

22. Counterparts. This Agreement may be executed by email via scanned PDF and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute the same agreement.

23. Execution of Agreement. The Parties to this Agreement each acknowledge and agree that in deciding to execute this Agreement: (a) the Parties relied entirely on their own judgment and that of any legal counsel; (b) no facts, evidence, event or transaction currently unknown to the Parties, but which may hereinafter become known, shall affect in any way or manner the final, unconditional nature of this Agreement; (c) the execution of this Agreement is a completely knowing and voluntary act; (d) the Parties understand the terms of this Agreement; (e) the Parties have been advised to consult with legal counsel and have been provided with time to consult with legal counsel prior to the execution of this Agreement; (f) all promises made to the Parties in connection with this Agreement or as inducement to sign same expressly are set forth in full in the other Sections of this Agreement.

24. Enforcement, Governing Law and Jurisdiction. The Parties hereby consent to personal jurisdiction and exclusive venue in the United States District Court for the Southern District of Florida, if such Court can exercise jurisdiction over the matter for any action brought by the Company or Garayev arising out of or in connection with this Agreement. In the event the foregoing Court lacks jurisdiction, Garayev consents to personal jurisdiction and exclusive venue in the Circuit Court in Broward County, Florida. For purposes of this Section 24, the term Garayev includes any business entity owned or controlled by Elshad Garayev. In any such action to enforce the terms of this Agreement, the prevailing party shall be entitled to their damages, including, but not limited to their reasonable attorneys’ fees and costs as a result of such enforcement proceedings.

8

IN WITNESS WHEREOF, the Parties hereto have knowingly and voluntarily executed this Agreement on June 25, 2023.            

FLORA GROWTH MANAGEMENT CORP.
By:	/s/ Clifford Starke
Name:	Clifford Starke
Title:	CEO

FLORA GROWTH CORP.
By:	/s/ Clifford Starke
Name:	Clifford Starke
Title:	CEO
/s/ Elshad Garayev
ELSHAD GARAYEV

9

EX-10.3

EXHIBIT 10.3 

SEPARATION AGREEMENT AND GENERAL RELEASE

Ther Separation Agreement and General Release (“Agreement”) is made effective as defined below in Subsection 16(E) (“Agreement Effective Date”), by and between Jessie Casner (hereinafter referred to as “Casner”), Flora Growth Management Corp. (“Flora Management”) and Flora Growth Corp. (“Flora Growth” and together with Flora Management, hereinafter referred to as “Company”).  Casner and Company are collectively referred to as the “Parties” and singularly referred to as “Party.”

RECITALS

WHEREAS, Casner is employed by the Company as Chief Marketing Officer (“CMO”) pursuant to the terms of a Employment Agreement dated as of February 28, 2022 (the “Employment Agreement”); and

WHEREAS, the Company has accepted Casner’s voluntary resignation as CMO from the Company and its affiliates effective June 30, 2023 (“Separation Date”); and

WHEREAS, the Parties desire to compromise, fully and finally settle, and fully release any and all actual or potential claims, known and unknown, that either of them may have against the other as of the effective date of their Agreement; and

NOW, THEREFORE, in consideration of the promises, the performance of the covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties to their Agreement hereby represent, warrant, consent, and agree as follows:

1. Adoption of Recitals. The Parties hereto adopt the above recitals as being true and correct, and they are incorporated herein as material parts of their Agreement.

2. Separation.

A. Separation of Employment. The Company agrees to accept Casner’s resignation as CMO of the Company effective on the Separation Date. The Company’s records and any public disclosure shall reflect that Casner’s employment ceased as a result of her voluntary resignation.

B. Assistance Following Separation. Following the Separation Date, Casner will assist the Company in assuring an orderly transition for any and all matters being handled by Casner as of the Separation Date. Casner also agrees to make herself available at reasonable times during normal business hours, and upon reasonable notice from time to time as necessary for management transition. Casner agrees that she will reasonably cooperate with the Company in connection with any audit, internal investigation, or defense or prosecution of any claim that may be made against or by Company, or in connection with any ongoing or future audit or investigation or dispute or claim of any kind involving Company, including any proceeding, civil or criminal, before any arbitral, administrative, judicial, legislative or other body or agency, by providing truthful, accurate and complete testimony on information that is personally known to Casner in or in connection with any proceeding.

C. Prior Agreements Between Casner and Company. The Parties mutually acknowledge and agree that except for Sections 7 and 8 of her Employment Agreement setting forth her post-employment obligations governing confidentiality, non-compete and non-solicit obligations, and her Indemnification Agreement, which shall remain in full force and effect, any and all other prior agreements, contracts, arrangements or understandings between Casner and Company are declared null and void with no legal effect as of the Separation Date.

D. Waiver of Attorneys’ Fees and Costs. The Parties agree that each will bear her or its own costs and fees (including all attorneys’ fees, costs, and expenses) incurred in any way with respect to the negotiation and execution of their Agreement. The Parties further agree that their Agreement shall not be interpreted so as to render either Party as a prevailing party for purposes of any statute or otherwise.

3. Continuing Obligations. Upon the Separation Date, the Company waives compliance by Casner with the non-compete covenant set forth in Section 8(a) of the Employment Agreement. Subject to the foregoing modification, upon signing this Agreement, Casner reaffirms and agrees to adhere to the terms of Sections 7 and 8 of the Employment Agreement entered into by Casner and the Company, as well as the Company’s policies and procedures governing post-employment obligations, such as its non-disclosure and insider trading policies. Casner also is obligated to immediately return any Confidential Information, as defined in the Employment Agreement, and/or trade secret information including, but not limited to, records, reports, budgets, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, documents, property, or reproductions of any aforementioned items belonging to the Company. The Company will avail itself of its full legal remedies if Casner violates her on-going obligations to the Company.

4. General Release by Casner and Waiver of All Claims.

A. Definitions. For purposes of this Section 4, “Casner” means Jessie Casner, and all persons, including, without limitation, her heirs, executors, successors, administrators, assigns, agents, and/or attorneys claiming by and through her. For purposes of ther Section 4, “Released Parties” means one, all or any combination of the following: Flora Growth, Flora Management and each of their respective past and present corporations, affiliates, subsidiaries, parent companies, entities, divisions, associated companies, successors and assigns, and their past and present directors, officers, shareholders, contractors, agents, attorneys, insurers and/or employees.

2

B. Release. Other than as provided for herein, Casner unconditionally and irrevocably releases the Released Parties from all known or unknown claims, debts, liabilities, breaches of contract, compensation, stock options, claims for profits, claims for expenses, demands, damages, actions, causes of action, or suits of any kind or nature whatsoever, if any, that Casner presently has or could have, for any event, occurrence, or omission that has occurred prior to Casner signing this Agreement including, but not limited to, all losses, debts, liabilities, breaches, claims and causes of action based on breach of contract, accounting, misrepresentation, fraud, property damage, personal injury, disclosure of trade secrets and proprietary information, conflicts of interest, tortious interference, breach of fiduciary duties, demands, costs, loss of services, expenses, compensation, contribution, attorneys’ fees, and all compensatory, consequential, liquidated, special, and punitive damages, or any other law prohibiting discrimination, harassment, and/or retaliation based on the exercise of Casner’s rights under any law providing whistleblower protection, providing workers’ compensation benefits, providing or protecting Casner benefits and pension plans, regarding payment of wages or other compensation, protecting union activity, mandating leaves of absence, prohibiting discrimination based on veteran status or military service, restricting an employer’s right to terminate Casner or otherwise regulating employment, enforcing express or implied employment contracts, concerning government contracts and compliance with same, requiring an employer to deal with Casner fairly or in good faith, providing recourse for alleged wrongful discharge, tort, physical or personal injury, emotional distress, negligent supervision, training, and retention, any claims of alleged fraud and/or inducement, including but not limited to alleged inducement to enter into this Agreement; any and all other tort claims, defamation, and similar or related claims, or relating to salary, commission, compensation, benefits, and other matters; all claims for attorneys' fees and costs; all claims for physical, mental, emotional, and/or pecuniary injuries, losses and damages of every kind, including but not limited to earnings, punitive, liquidated and compensatory damages, and employment benefits; any and all claims whatsoever against any of the Released Parties for wages, bonuses, stock options, benefits, fringe benefits, vacation pay, or other compensation or for any damages, fees, costs, or benefit, and any and all claims whatsoever to reinstatement or future employment with Company. Casner understands that this means that Casner is releasing the Released Parties, and may not bring claims against them under, inter alia, (1) the Employee Retirement Income Security Act; (2) Title VII of the Civil Rights Act of 1964; (3) Sections 1981 and 1983 of the Civil Rights Act of 1866; (4) Sections 1981 through 1988 of Title 42 of the United States Code; (5) the Equal Pay Act; (6) the Worker Adjustment Retraining and Notification Act; (7) the Immigration Reform and Control Act; (8) the Americans with Disabilities Act, and Sections 503 and 504 of the Rehabilitation Act of 1973; (9) the Family and Medical Leave Act; (10) the Age Discrimination in Employment Act (“ADEA”); (11) the Older Workers Benefit Protection Act (“OWBPA”); (12) the Consolidated Omnibus Reconciliation Act; (12) the Occupational Safety and Health Act; (13) the Fair Credit Reporting Act; (14) the Florida Minimum Wage Act; (15) the Florida Civil Rights Act; (16) retaliation claims under Florida Workers’ Compensation law; (17) any foreign, federal, state and/or local whistleblower statute, regulation, ordinance or law; (18) any foreign, federal, state and/or local law, statute, regulation or ordinance prohibiting discrimination, retaliation and/or harassment or governing wage or commission payment claims; (19) all amendments to such laws; and (20) any other law prohibiting discrimination, harassment and/or retaliation based on the exercise of Casner’s rights under any law providing whistleblower protection, providing workers’ compensation benefits, providing or protecting employee benefits and pension plans, regarding payment of wages or other compensation, protecting union activity, mandating leaves of absence, prohibiting discrimination based on veteran status or military service, restricting an employer’s right to terminate employees or otherwise regulating employment, enforcing express or implied employment contracts, concerning government contracts and compliance with same, requiring an employer to deal with employees fairly or in good faith, providing recourse for alleged wrongful discharge, tort, physical or personal injury, emotional distress, fraud, negligent misrepresentation, defamation, and similar or related claims, or relating to salary, commission, bonuses, compensation, benefits, and other matters. For the avoidance of doubt, this release includes, without limitation, any and all claims related to Casner’s employment with the Company and/or separation from the Company. Ther release does not include any claims by Casner asserting a breach of this Agreement by Company. Notwithstanding any other provision herein, nothing in this Agreement is intended to limit Casner’s right or ability to initiate or participate in any investigation or proceeding conducted by any federal, state or local agency, including the U.S. Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”), and/or the U.S. Securities and Exchange Commission (“SEC”). Further, in accordance with the SEC’s whistleblower regulations, nothing in this Agreement is intended to limit any communication with or disclosure of confidential information to the SEC. Casner knowingly agrees, however, to waive any right to recover monetary damages in any suit, complaint, charge or other proceeding filed by Casner or anyone else on Casner’s behalf. Casner further represents that Casner is not aware of facts or evidence that would form the basis of a whistleblower claim against the Company.

3

C. Casner acknowledges and agrees that she has received all compensation Casner earned while employed by Company and that no additional earned compensation is owed whatsoever. Casner understands that Casner is releasing any and all claims, known or unknown, for events and/or matters that have occurred prior to Casner signing this Agreement that Casner may not know about as of the date she knowingly executes this Agreement.

5. Release of Casner by the Company. The Company, on its own behalf and on behalf of each of its affiliates, direct and indirect parent companies, their respective affiliates, and each of their respective present, former and future officers, directors, shareholders, managers, members, employees and agents, successors and assigns of each of them hereby unconditionally and irrevocably releases Casner from all known or unknown claims, debts, liabilities, obligations, breaches of contract, compensation, claims for profits, claims for expenses, demands, damages, actions, causes of action, or suits, if any, that the Company or any of the foregoing presently has or could have, for any event, occurrence, or omission that has occurred prior to the Company signing this Agreement including, but not limited to, claims based on the Employment Agreement, Casner’s employment with the Company and any of its affiliates, and any services provided by Casner to the Company and any of its affiliates, and including, but not limited to, claims under federal, state or local laws, statutes or ordinances, including any claim of tort or contract, or common law claims thereunder. The Company acknowledges that Casner relied on the representations and promises in this Agreement and this release (described herein in Section 5) in agreeing to her general release of claims against the Company. The Company understands that it is releasing claims for events that have occurred prior to the Company’s signing this Agreement that the Company may not know about as of the date it executes this Agreement. This release does not waive or release Casner from any obligation she has to the Company under this Agreement.

6. Forfeiture of Prior Equity Awards and Accelerated Vesting. Except as set forth in this Section 6, Casner expressly understands and expressly agrees that by virtue of her resignation, all prior stock options and all awards of Restricted Stock previously granted to Casner that have not vested as of the Separation Date shall be forfeited on the Separation Date and shall be deemed null and void. Notwithstanding the foregoing, the Board of Directors of Flora Growth has approved the acceleration of the vesting date with respect to 5,102 common shares (the “Accelerated Shares”) of Flora Growth underlying a Restricted Award granted to Casner on August 23, 2022, from July 5, 2023 to the Separation Date. On the Separation Date, the Company shall direct the Company’s transfer agent to deliver the Accelerated Shares to Casner, subject to Casner’s payment to the Company in an amount equal to any required withholding taxes on the Accelerated Shares.

4

7. Mutual Non-Disparagement.

A. Casner further agrees that she will not, except as required by law, engage in any conduct or make any statement which is in any way critical of, or disparaging to, or otherwise derogatory about the Company or any of its services, business affairs or financial condition, or any of the Company’s directors, officers, employees, agents or representatives. Casner understands and agrees that her commitment not to defame, disparage, or impugn the Company’s reputation constitutes a willing and voluntary waiver of her rights under the First Amendment of the United States Constitution and other laws.

B. The Company agrees that senior Company executives, members of the board of directors, and officers, will not, except as required by law, engage in any conduct or make any statement which is in any way critical of, or disparaging to, or otherwise derogatory about Casner. To the extent anyone contacts the Company for a reference for Casner, the Company shall simply confirm Casner’s dates of employment and position.

8. Acknowledgement of Consideration. The Parties hereto each acknowledge and agree that Releases (Sections 4 and 5 above), and mutual covenants and promises that are set forth in this Agreement are being exchanged for each of the Parties executing this Agreement, and that, but for the agreements made hereunder, they have no entitlement to the consideration exchanged pursuant to this Agreement.

9. Knowing and Voluntary Waiver. The Parties hereto each acknowledge and agree that the waiver of Casner’s claims is knowing and voluntary and that this waiver is a part of this Agreement, which has been written in a manner calculated to be, and which is, understood by each of the Parties.

10. Non-Admission. Nothing in this Agreement is to be construed as an admission of wrongdoing or of any liability by any of the Parties. Casner acknowledges and agrees that this Agreement represents a settlement and compromise reached between the Parties. The execution of this Agreement shall not be deemed, construed, or interpreted, in any way, to be an admission by Company regarding liability, damages, or the validity of any claim or defense, which Casner has asserted or may assert. If this Agreement is not fully and finally consummated by its valid and binding execution date, then no statements contained herein shall be used for any purpose whatsoever against any of the Parties.

11. Cooperation. The Parties agree to execute and deliver any and all documents that may be necessary to effectuate the terms agreed to herein.

12. Plain Meaning and Headers. This Agreement shall be interpreted in accordance with the plain meaning of its terms and not for or against the drafter’s rights hereunder. The headers describing the contents of the provisions are simply for identification purposes and shall not be construed as a substantive part of the provision.

13. Agreement the Product of Negotiation. This Agreement is the product of negotiation between the Parties. In the event of a dispute concerning the interpretation of this Agreement or of any of its terms or provisions, this Agreement shall be deemed to have been drafted jointly by the Parties and shall not be more strictly construed against any of the Parties.

5

14. Waiver. No waiver of a breach of any provision of this Agreement shall constitute a waiver of a breach of any other provision of this Agreement or of a prior or subsequent breach of the same provision. No extension of time of performance of an act or obligation under this Agreement shall constitute an extension of time of performance of any other act or obligation.

15. No Assignment. The Parties represent and warrant that no person other than the signatories hereto had or has any interest in the matters referred to in this Agreement, that the Parties have the sole right and exclusive authority to execute this Agreement, and that the Parties have not sold, assigned, transferred, conveyed, or otherwise disposed of any claim, demand or legal right that is the subject of this Agreement.

16. The Older Workers Benefit Protection Act and the Right to Consider and Revoke.

A. Casner has up to twenty-one (21) days from the date of receipt of this Agreement to accept its terms. Casner acknowledges and agrees that she has had the opportunity to consult with her attorney about this Agreement prior to any decision on her part to execute this Agreement.

B. Casner is advised, pursuant to the Older Workers Benefit Protection Act (“OWBPA”), that by signing this Agreement she is specifically waiving any claims he might have which have accrued prior to the execution date of this Agreement under the Age Discrimination in Employment Act of 1967 (“ADEA”) and all amendments thereto. Casner acknowledges, represents, and agrees that this Agreement shall result in a waiver and release of any rights Casner has under the ADEA, and acknowledges, represents and agrees that she understands her rights under the OWBPA, including but not limited to, her right to consider this Agreement for a period of twenty-one (21) days after her receipt of this Agreement.

C. Casner, by releasing any such claims under the ADEA, in addition to the other claims set forth in this Agreement, acknowledges that she so releases and waives these claims in exchange for the valuable consideration set forth herein.

D. After the date of Casner’s execution of this Agreement, Casner has an additional seven (7) days in which to revoke her acceptance. This Agreement shall not become effective or enforceable against the Company until it has been fully executed by Casner and returned to the Company, Attention: General Counsel, at the address noted in Section 21 below. Furthermore, this Agreement shall not become effective or enforceable against the Company unless it remains unrevoked by Casner within the additional seven (7) day revocation period. To revoke, Casner must deliver to General Counsel, at the address set forth in Section 21 below, a written statement of revocation prior to 5:00 p.m. on the seventh day following Casner’s execution of this Agreement.

E. If Casner does not revoke this Agreement, the eighth day after the date of Casner’s written acceptance will be the “Agreement Effective Date.” If Casner revokes her written acceptance of this Agreement within the seven day period specified above, Casner shall not receive the benefit of this Agreement, which will not become effective or enforceable until the revocation period has expired.

6

17. Opportunity to Consult with Counsel. The Parties hereby represent and acknowledge that they have been provided with the opportunity to discuss and review the terms of this Agreement with their respective attorneys before signing it and that they are knowingly, freely and voluntarily signing this document in exchange for the benefits provided herein. The Parties further represent and acknowledge that they have been provided a reasonable period of time within which to review the terms of this Agreement. If any fact with respect to which this Agreement is executed is found hereafter to be other than, or different from, the facts now believed by Casner to be true, Casner expressly accepts and assumes the risk of such possible difference in fact and agrees that this Agreement shall be and remain effective notwithstanding such difference in fact.

18. Entire Agreement. Ther Agreement is the entire agreement between Casner and Company relating to the subject matter of this Agreement, and fully supersedes any and all prior agreements and understandings, both written and oral, between any of the Parties. The Parties acknowledge that no one has made any representations or promises to them, other than those contained in or referred to in this Agreement, and that they are not relying on any representations or promises not set forth herein in executing this Agreement. This Agreement and this provision, however, do not alter, waive, or release (i) Casner from any on-going, post-employment obligations to Company as set forth in Sections 7 and 8 of the Employment Agreement between Company and Casner and (ii) the Company from any on-going obligations to Casner under the Indemnification Agreement.

19. Modification or Amendment. No amendment, change, or modification of the Agreement, or waiver of any provision of this Agreement, shall be valid unless it is in writing, signed by each of the Parties or by her or its respective successors and/or assigns. The Parties agree not to make any claim at any time or place that this Agreement has been orally modified in any respect whatsoever.

20. Severability. If any provision or part of a provision of this Agreement shall be determined to be void or unenforceable by a court of law, administrative agency or tribunal of competent jurisdiction, the remainder of the Agreement shall remain valid and enforceable by any Party, and all other valid provisions of the Agreement shall survive and continue to bind the Parties.

21. Notice. Notice shall be addressed to the Parties at the address and email listed below and sent by both (a) e-mail and (b) by a nationally recognized overnight courier for next day morning delivery, in which case notice shall be deemed delivered one (1) business day after the facsimile has been sent and one (1) business day after deposit with such overnight courier. The addresses below may be changed by written notice to the other each of the Parties; provided, however, that no notice of a change of address shall be effective until actual receipt of such notice. Copies of notices are for informational purposes only, and a failure to give or receive copies of any notice shall not be deemed a failure to give notice.

If to the Company:	Flora Growth Corp.
	3406 SW 26th Terrace, Suite C-1
	Fort Lauderdale, FL 33312
	Attn:  General Counsel
If to Casner:	Jessie Casner
	Address on File

7

22. Counterparts. This Agreement may be executed by email via scanned PDF and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute the same agreement.

23. Execution of Agreement. The Parties to this Agreement each acknowledge and agree that in deciding to execute this Agreement: (a) the Parties relied entirely on their own judgment and that of any legal counsel; (b) no facts, evidence, event or transaction currently unknown to the Parties, but which may hereinafter become known, shall affect in any way or manner the final, unconditional nature of this Agreement; (c) the execution of this Agreement is a completely knowing and voluntary act; (d) the Parties understand the terms of this Agreement; (e) the Parties have been advised to consult with legal counsel and have been provided with time to consult with legal counsel prior to the execution of this Agreement; (f) all promises made to the Parties in connection with this Agreement or as inducement to sign same expressly are set forth in full in the other Sections of this Agreement.

24. Enforcement, Governing Law and Jurisdiction. The Parties hereby consent to personal jurisdiction and exclusive venue in the United States District Court for the Southern District of Florida, if such Court can exercise jurisdiction over the matter for any action brought by the Company or Casner arising out of or in connection with this Agreement. In the event the foregoing Court lacks jurisdiction, Casner consents to personal jurisdiction and exclusive venue in the Circuit Court in Broward County, Florida. For purposes of this Section 24, the term Casner includes any business entity owned or controlled by Jessie Casner. In any such action to enforce the terms of this Agreement, the prevailing party shall be entitled to their damages, including, but not limited to their reasonable attorneys’ fees and costs as a result of such enforcement proceedings.

8

IN WITNESS WHEREOF, the Parties hereto have knowingly and voluntarily executed this Agreement on June 25, 2023.            

FLORA GROWTH MANAGEMENT CORP.
By:	/s/ Clifford Starke
Name:	Clifford Starke
Title:	CEO

FLORA GROWTH CORP.
By:	/s/ Clifford Starke
Name:	Clifford Starke
Title:	CEO
/s/ Jessie Casner
JESSIE CASNER

9

EX-10.4

EXHIBIT 10.4

SEPARATION AGREEMENT AND GENERAL RELEASE

This Separation Agreement and General Release (“Agreement”) is made effective as defined below in Subsection 16(E) (“Agreement Effective Date”), by and between Jason Warnock (hereinafter referred to as “Warnock”), Flora Growth Management Corp. (“Flora Management”) and Flora Growth Corp. (“Flora Growth” and together with Flora Management, hereinafter referred to as “Company”).  Warnock and Company are collectively referred to as the “Parties” and singularly referred to as “Party.”

RECITALS

WHEREAS, Warnock is employed by the Company as Chief Commercial Officer (“CCO”) pursuant to the terms of a Consulting Agreement dated as of February 28, 2022 (the “Consulting Agreement”); and

WHEREAS, the Company has accepted Warnock’s voluntary resignation as CCO from the Company and its affiliates effective June 30, 2023 (“Separation Date”); and

WHEREAS, the Parties desire to compromise, fully and finally settle, and fully release any and all actual or potential claims, known and unknown, that either of them may have against the other as of the effective date of this Agreement; and

NOW, THEREFORE, in consideration of the promises, the performance of the covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties to this Agreement hereby represent, warrant, consent, and agree as follows:

1. Adoption of Recitals. The Parties hereto adopt the above recitals as being true and correct, and they are incorporated herein as material parts of this Agreement.

2. Separation.

A. Separation of Employment. The Company agrees to accept Warnock’s resignation as CCO of the Company effective on the Separation Date. The Company’s records and any public disclosure shall reflect that Warnock’s employment ceased as a result of his voluntary resignation.

B. Assistance Following Separation. Following the Separation Date, Warnock will assist the Company in assuring an orderly transition for any and all matters being handled by Warnock as of the Separation Date. Warnock also agrees to make himself available at reasonable times during normal business hours, and upon reasonable notice from time to time as necessary for management transition. Warnock agrees that he will reasonably cooperate with the Company in connection with any audit, internal investigation, or defense or prosecution of any claim that may be made against or by Company, or in connection with any ongoing or future audit or investigation or dispute or claim of any kind involving Company, including any proceeding, civil or criminal, before any arbitral, administrative, judicial, legislative or other body or agency, by providing truthful, accurate and complete testimony on information that is personally known to Warnock in or in connection with any proceeding.

C. Prior Agreements Between Warnock and Company. The Parties mutually acknowledge and agree that except for Sections 7 and 8 of his Consulting Agreement setting forth his post-consulting obligations governing confidentiality, non-compete and non-solicit obligations, and his Indemnification Agreement, which shall remain in full force and effect, any and all other prior agreements, contracts, arrangements or understandings between Warnock and Company are declared null and void with no legal effect as of the Separation Date.

D. Waiver of Attorneys’ Fees and Costs. The Parties agree that each will bear his or its own costs and fees (including all attorneys’ fees, costs, and expenses) incurred in any way with respect to the negotiation and execution of this Agreement. The Parties further agree that this Agreement shall not be interpreted so as to render either Party as a prevailing party for purposes of any statute or otherwise.

3. Continuing Obligations. Upon the Separation Date, the Company waives compliance by Warnock with the non-compete covenant set forth in Section 8(a) of the Employment Agreement. Subject to the foregoing modification, upon signing this Agreement, Warnock reaffirms and agrees to adhere to the terms of Sections 7 and 8 of the Consulting Agreement entered into by Warnock and the Company, as well as the Company’s policies and procedures governing post-consulting obligations, such as its non-disclosure and insider trading policies. Warnock also is obligated to immediately return any Confidential Information, as defined in the Consulting Agreement, and/or trade secret information including, but not limited to, records, reports, budgets, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, documents, property, or reproductions of any aforementioned items belonging to the Company. The Company will avail itself of its full legal remedies if Warnock violates his on-going obligations to the Company.

4. General Release by Warnock and Waiver of All Claims.

A. Definitions. For purposes of this Section 4, “Warnock” means Jason Warnock, and all persons, including, without limitation, his heirs, executors, successors, administrators, assigns, agents, and/or attorneys claiming by and through his. For purposes of this Section 4, “Released Parties” means one, all or any combination of the following: Flora Growth, Flora Management and each of their respective past and present corporations, affiliates, subsidiaries, parent companies, entities, divisions, associated companies, successors and assigns, and their past and present directors, officers, shareholders, contractors, agents, attorneys, insurers and/or employees.

2

B. Release. Other than as provided for herein, Warnock unconditionally and irrevocably releases the Released Parties from all known or unknown claims, debts, liabilities, breaches of contract, compensation, stock options, claims for profits, claims for expenses, demands, damages, actions, causes of action, or suits of any kind or nature whatsoever, if any, that Warnock presently has or could have, for any event, occurrence, or omission that has occurred prior to Warnock signing this Agreement including, but not limited to, all losses, debts, liabilities, breaches, claims and causes of action based on breach of contract, accounting, misrepresentation, fraud, property damage, personal injury, disclosure of trade secrets and proprietary information, conflicts of interest, tortious interference, breach of fiduciary duties, demands, costs, loss of services, expenses, compensation, contribution, attorneys’ fees, and all compensatory, consequential, liquidated, special, and punitive damages, or any other law prohibiting discrimination, harassment, and/or retaliation based on the exercise of Warnock’s rights under any law providing whistleblower protection, providing workers’ compensation benefits, providing or protecting Warnock benefits and pension plans, regarding payment of wages or other compensation, protecting union activity, mandating leaves of absence, prohibiting discrimination based on veteran status or military service, restricting an employer’s right to terminate Warnock or otherwise regulating employment, enforcing express or implied employment contracts, concerning government contracts and compliance with same, requiring an employer to deal with Warnock fairly or in good faith, providing recourse for alleged wrongful discharge, tort, physical or personal injury, emotional distress, negligent supervision, training, and retention, any claims of alleged fraud and/or inducement, including but not limited to alleged inducement to enter into this Agreement; any and all other tort claims, defamation, and similar or related claims, or relating to salary, commission, compensation, benefits, and other matters; all claims for attorneys' fees and costs; all claims for physical, mental, emotional, and/or pecuniary injuries, losses and damages of every kind, including but not limited to earnings, punitive, liquidated and compensatory damages, and employment benefits; any and all claims whatsoever against any of the Released Parties for wages, bonuses, stock options, benefits, fringe benefits, vacation pay, or other compensation or for any damages, fees, costs, or benefit, and any and all claims whatsoever to reinstatement or future employment with Company. Warnock understands that this means that Warnock is releasing the Released Parties, and may not bring claims against them under, inter alia, (1) the Employee Retirement Income Security Act; (2) Title VII of the Civil Rights Act of 1964; (3) Sections 1981 and 1983 of the Civil Rights Act of 1866; (4) Sections 1981 through 1988 of Title 42 of the United States Code; (5) the Equal Pay Act; (6) the Worker Adjustment Retraining and Notification Act; (7) the Immigration Reform and Control Act; (8) the Americans with Disabilities Act, and Sections 503 and 504 of the Rehabilitation Act of 1973; (9) the Family and Medical Leave Act; (10) the Age Discrimination in Employment Act (“ADEA”); (11) the Older Workers Benefit Protection Act (“OWBPA”); (12) the Consolidated Omnibus Reconciliation Act; (12) the Occupational Safety and Health Act; (13) the Fair Credit Reporting Act; (14) the Florida Minimum Wage Act; (15) the Florida Civil Rights Act; (16) retaliation claims under Florida Workers’ Compensation law; (17) any foreign, federal, state and/or local whistleblower statute, regulation, ordinance or law; (18) any foreign, federal, state and/or local law, statute, regulation or ordinance prohibiting discrimination, retaliation and/or harassment or governing wage or commission payment claims; (19) all amendments to such laws; and (20) any other law prohibiting discrimination, harassment and/or retaliation based on the exercise of Warnock’s rights under any law providing whistleblower protection, providing workers’ compensation benefits, providing or protecting employee benefits and pension plans, regarding payment of wages or other compensation, protecting union activity, mandating leaves of absence, prohibiting discrimination based on veteran status or military service, restricting an employer’s right to terminate employees or otherwise regulating employment, enforcing express or implied employment contracts, concerning government contracts and compliance with same, requiring an employer to deal with employees fairly or in good faith, providing recourse for alleged wrongful discharge, tort, physical or personal injury, emotional distress, fraud, negligent misrepresentation, defamation, and similar or related claims, or relating to salary, commission, bonuses, compensation, benefits, and other matters. For the avoidance of doubt, this release includes, without limitation, any and all claims related to Warnock’s employment with the Company and/or separation from the Company. This release does not include any claims by Warnock asserting a breach of this Agreement by Company. Notwithstanding any other provision herein, nothing in this Agreement is intended to limit Warnock’s right or ability to initiate or participate in any investigation or proceeding conducted by any federal, state or local agency, including the U.S. Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board (“NLRB”), and/or the U.S. Securities and Exchange Commission (“SEC”). Further, in accordance with the SEC’s whistleblower regulations, nothing in this Agreement is intended to limit any communication with or disclosure of confidential information to the SEC. Warnock knowingly agrees, however, to waive any right to recover monetary damages in any suit, complaint, charge or other proceeding filed by Warnock or anyone else on Warnock’s behalf. Warnock further represents that Warnock is not aware of facts or evidence that would form the basis of a whistleblower claim against the Company.

3

C. Warnock acknowledges and agrees that he has received all compensation Warnock earned while employed by Company and that no additional earned compensation is owed whatsoever. Warnock understands that Warnock is releasing any and all claims, known or unknown, for events and/or matters that have occurred prior to Warnock signing this Agreement that Warnock may not know about as of the date he knowingly executes this Agreement.

5. Release of Warnock by the Company. The Company, on its own behalf and on behalf of each of its affiliates, direct and indirect parent companies, their respective affiliates, and each of their respective present, former and future officers, directors, shareholders, managers, members, employees and agents, successors and assigns of each of them hereby unconditionally and irrevocably releases Warnock from all known or unknown claims, debts, liabilities, obligations, breaches of contract, compensation, claims for profits, claims for expenses, demands, damages, actions, causes of action, or suits, if any, that the Company or any of the foregoing presently has or could have, for any event, occurrence, or omission that has occurred prior to the Company signing this Agreement including, but not limited to, claims based on the Consulting Agreement, Warnock’s employment with the Company and any of its affiliates, and any services provided by Warnock to the Company and any of its affiliates, and including, but not limited to, claims under federal, state or local laws, statutes or ordinances, including any claim of tort or contract, or common law claims thereunder. The Company acknowledges that Warnock relied on the representations and promises in this Agreement and this release (described herein in Section 5) in agreeing to his general release of claims against the Company. The Company understands that it is releasing claims for events that have occurred prior to the Company’s signing this Agreement that the Company may not know about as of the date it executes this Agreement. This release does not waive or release Warnock from any obligation he has to the Company under this Agreement.

6. Treatment of Prior Equity Awards. The Board of Directors of Flora Growth has approved the acceleration of the vesting date with respect to Restricted Stock Awards previously granted to Warnock to acquire an aggregate of 16,415 common shares (the “Accelerated Shares”) of Flora Growth to the Separation Date. On the Separation Date, the Company shall direct the Company’s transfer agent to deliver the Accelerated Shares to Warnock, subject to Warnock’s payment to the Company in an amount equal to any required withholding taxes on the Accelerated Shares.

4

7. Mutual Non-Disparagement.

A. Warnock further agrees that he will not, except as required by law, engage in any conduct or make any statement which is in any way critical of, or disparaging to, or otherwise derogatory about the Company or any of its services, business affairs or financial condition, or any of the Company’s directors, officers, employees, agents or representatives. Warnock understands and agrees that his commitment not to defame, disparage, or impugn the Company’s reputation constitutes a willing and voluntary waiver of his rights under the First Amendment of the United States Constitution and other laws.

B. The Company agrees that senior Company executives, members of the board of directors, and officers, will not, except as required by law, engage in any conduct or make any statement which is in any way critical of, or disparaging to, or otherwise derogatory about Warnock. To the extent anyone contacts the Company for a reference for Warnock, the Company shall simply confirm Warnock’s dates of employment and position.

8. Acknowledgement of Consideration. The Parties hereto each acknowledge and agree that Releases (Sections 4 and 5 above), and mutual covenants and promises that are set forth in this Agreement are being exchanged for each of the Parties executing this Agreement, and that, but for the agreements made hereunder, they have no entitlement to the consideration exchanged pursuant to this Agreement.

9. Knowing and Voluntary Waiver. The Parties hereto each acknowledge and agree that the waiver of Warnock’s claims is knowing and voluntary and that this waiver is a part of this Agreement, which has been written in a manner calculated to be, and which is, understood by each of the Parties.

10. Non-Admission. Nothing in this Agreement is to be construed as an admission of wrongdoing or of any liability by any of the Parties. Warnock acknowledges and agrees that this Agreement represents a settlement and compromise reached between the Parties. The execution of this Agreement shall not be deemed, construed, or interpreted, in any way, to be an admission by Company regarding liability, damages, or the validity of any claim or defense, which Warnock has asserted or may assert. If this Agreement is not fully and finally consummated by its valid and binding execution date, then no statements contained herein shall be used for any purpose whatsoever against any of the Parties.

11. Cooperation. The Parties agree to execute and deliver any and all documents that may be necessary to effectuate the terms agreed to herein.

12. Plain Meaning and Headers. This Agreement shall be interpreted in accordance with the plain meaning of its terms and not for or against the drafter’s rights hereunder. The headers describing the contents of the provisions are simply for identification purposes and shall not be construed as a substantive part of the provision.

13. Agreement the Product of Negotiation. This Agreement is the product of negotiation between the Parties. In the event of a dispute concerning the interpretation of this Agreement or of any of its terms or provisions, this Agreement shall be deemed to have been drafted jointly by the Parties and shall not be more strictly construed against any of the Parties.

14. Waiver. No waiver of a breach of any provision of this Agreement shall constitute a waiver of a breach of any other provision of this Agreement or of a prior or subsequent breach of the same provision. No extension of time of performance of an act or obligation under this Agreement shall constitute an extension of time of performance of any other act or obligation.

5

15. No Assignment. The Parties represent and warrant that no person other than the signatories hereto had or has any interest in the matters referred to in this Agreement, that the Parties have the sole right and exclusive authority to execute this Agreement, and that the Parties have not sold, assigned, transferred, conveyed, or otherwise disposed of any claim, demand or legal right that is the subject of this Agreement.

16. The Older Workers Benefit Protection Act and the Right to Consider and Revoke.

A. Warnock has up to twenty-one (21) days from the date of receipt of this Agreement to accept its terms. Warnock acknowledges and agrees that he has had the opportunity to consult with his attorney about this Agreement prior to any decision on his part to execute this Agreement.

B. Warnock is advised, pursuant to the Older Workers Benefit Protection Act (“OWBPA”), that by signing this Agreement he is specifically waiving any claims he might have which have accrued prior to the execution date of this Agreement under the Age Discrimination in Employment Act of 1967 (“ADEA”) and all amendments thereto. Warnock acknowledges, represents, and agrees that this Agreement shall result in a waiver and release of any rights Warnock has under the ADEA, and acknowledges, represents and agrees that he understands his rights under the OWBPA, including but not limited to, his right to consider this Agreement for a period of twenty-one (21) days after his receipt of this Agreement.

C. Warnock, by releasing any such claims under the ADEA, in addition to the other claims set forth in this Agreement, acknowledges that he so releases and waives these claims in exchange for the valuable consideration set forth herein.

D. After the date of Warnock’s execution of this Agreement, Warnock has an additional seven (7) days in which to revoke his acceptance. This Agreement shall not become effective or enforceable against The Company until it has been fully executed by Warnock and returned to the Company, Attention: General Counsel, at the address noted in Section 21 below. Furthermore, this Agreement shall not become effective or enforceable against the Company unless it remains unrevoked by Warnock within the additional seven (7) day revocation period. To revoke, Warnock must deliver to General Counsel, at the address set forth in Section 21 below, a written statement of revocation prior to 5:00 p.m. on the seventh day following Warnock’s execution of this Agreement.

E. If Warnock does not revoke this Agreement, the eighth day after the date of Warnock’s written acceptance will be the “Agreement Effective Date.” If Warnock revokes his written acceptance of this Agreement within the seven day period specified above, Warnock shall not receive the benefit of this Agreement, which will not become effective or enforceable until the revocation period has expired.

6

17. Opportunity to Consult with Counsel. The Parties hereby represent and acknowledge that they have been provided with the opportunity to discuss and review the terms of this Agreement with their respective attorneys before signing it and that they are knowingly, freely and voluntarily signing this document in exchange for the benefits provided herein. The Parties further represent and acknowledge that they have been provided a reasonable period of time within which to review the terms of this Agreement. If any fact with respect to which this Agreement is executed is found hereafter to be other than, or different from, the facts now believed by Warnock to be true, Warnock expressly accepts and assumes the risk of such possible difference in fact and agrees that this Agreement shall be and remain effective notwithstanding such difference in fact.

18. Entire Agreement. This Agreement is the entire agreement between Warnock and Company relating to the subject matter of this Agreement, and fully supersedes any and all prior agreements and understandings, both written and oral, between any of the Parties. The Parties acknowledge that no one has made any representations or promises to them, other than those contained in or referred to in this Agreement, and that they are not relying on any representations or promises not set forth herein in executing this Agreement. This Agreement and this provision, however, do not alter, waive, or release (i) Warnock from any on-going, post-consulting obligations to Company as set forth in Sections 7 and 8 of the Consulting Agreement between Company and Warnock and (ii) the Company from any on-going obligations to Warnock under the Indemnification Agreement.

19. Modification or Amendment. No amendment, change, or modification of this Agreement, or waiver of any provision of this Agreement, shall be valid unless it is in writing, signed by each of the Parties or by his or its respective successors and/or assigns. The Parties agree not to make any claim at any time or place that this Agreement has been orally modified in any respect whatsoever.

20. Severability. If any provision or part of a provision of this Agreement shall be determined to be void or unenforceable by a court of law, administrative agency or tribunal of competent jurisdiction, the remainder of the Agreement shall remain valid and enforceable by any Party, and all other valid provisions of the Agreement shall survive and continue to bind the Parties.

21. Notice. Notice shall be addressed to the Parties at the address and email listed below and sent by both (a) e-mail and (b) by a nationally recognized overnight courier for next day morning delivery, in which case notice shall be deemed delivered one (1) business day after the facsimile has been sent and one (1) business day after deposit with such overnight courier. The addresses below may be changed by written notice to the other each of the Parties; provided, however, that no notice of a change of address shall be effective until actual receipt of such notice. Copies of notices are for informational purposes only, and a failure to give or receive copies of any notice shall not be deemed a failure to give notice.

If to the Company:	Flora Growth Corp.
	3406 SW 26th Terrace, Suite C-1
	Fort Lauderdale, FL 33312
	Attn:  General Counsel
If to Warnock:	Jason Warnock
	Address on File

7

22. Counterparts. This Agreement may be executed by email via scanned PDF and in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute the same agreement.

23. Execution of Agreement. The Parties to this Agreement each acknowledge and agree that in deciding to execute this Agreement: (a) the Parties relied entirely on their own judgment and that of any legal counsel; (b) no facts, evidence, event or transaction currently unknown to the Parties, but which may hereinafter become known, shall affect in any way or manner the final, unconditional nature of this Agreement; (c) the execution of this Agreement is a completely knowing and voluntary act; (d) the Parties understand the terms of this Agreement; (e) the Parties have been advised to consult with legal counsel and have been provided with time to consult with legal counsel prior to the execution of this Agreement; (f) all promises made to the Parties in connection with this Agreement or as inducement to sign same expressly are set forth in full in the other Sections of this Agreement.

24. Enforcement, Governing Law and Jurisdiction. The Parties hereby consent to personal jurisdiction and exclusive venue in the United States District Court for the Southern District of Florida, if such Court can exercise jurisdiction over the matter for any action brought by the Company or Warnock arising out of or in connection with this Agreement. In the event the foregoing Court lacks jurisdiction, Warnock consents to personal jurisdiction and exclusive venue in the Circuit Court in Broward County, Florida. For purposes of this Section 24, the term Warnock includes any business entity owned or controlled by Jason Warnock. In any such action to enforce the terms of this Agreement, the prevailing party shall be entitled to their damages, including, but not limited to their reasonable attorneys’ fees and costs as a result of such enforcement proceedings.

8

IN WITNESS WHEREOF, the Parties hereto have knowingly and voluntarily executed this Agreement on June 25, 2023.            

FLORA GROWTH MANAGEMENT CORP.
By:	/s/ Clifford Starke
Name:	Clifford Starke
Title:	CEO

FLORA GROWTH CORP.
By:	/s/ Clifford Starke
Name:	Clifford Starke
Title:	CEO
/s/ Jason Warnock
JASON WARNOCK

9

EX-99.1

EXHIBIT 99.1

Flora Growth Corp. appoints Clifford Starke as Chief Executive Officer and Dany Vaiman as Chief Financial Officer; Regains compliance with NASDAQ minimum bid requirement

FORT LAUDERDALE, FLORIDA – June 27, 2023 – Flora Growth Corp. (NASDAQ: FLGC) (“Flora” or the “Company”), a consumer-packaged goods leader serving all 50 states with 15,000+ points of distribution around the world and a pharmaceutical distributor in 28 countries, announced today that Clifford Starke has been appointed as Chief Executive Officer to lead its global operations and Dany Vaiman has been appointed as Chief Financial Officer.

Mr. Starke, who previously served as President of the Company, takes over for Hussein Rakine, who resigned as CEO but will remain on the Company’s Board of Directors. Mr. Rakine expressed his confidence in the appointment, stating, “Clifford’s appointment marks a pivotal milestone in continuing to position Flora as a prominent lifestyle brand in the United States and a player in international pharmaceutical distribution focused on therapeutics, starting with medical cannabis.”

Mr. Starke commented that he has “the commitment, experience and team at Flora to implement a clear strategy, which I believe will create long-term shareholder value.” Mr. Starke stated he believes that his appointment comes at an opportune moment with the cannabis industry at a critical juncture. Cannabis licensed producers have encountered significant policy issues, oversupply leading to price decreases, and capital constraints leading to over-leveraged balance sheets. In the United States, the Company believes potential for large-scale mergers is limited due to state specific restraints disallowing competition while the opportunity in the international market is robust and Flora, with an already significant footprint, is positioned to emerge as a premier international company.

In the United States, Flora’s lifestyle business has established a presence across all 50 states, providing the Company with a solid foundation. Furthermore, we believe we possess substantial potential for international expansion. Based in Germany, we have successfully developed a strong distribution network delivering products to 28 countries.

Mr. Starke added, “the Board and I are thrilled to partner with Dany as we refocus Flora. He possesses remarkable intellectual acuity and adaptability, exemplifying his proficiency as a finance leader in the space.” Mr. Vaiman said, “I am excited to maintain my collaboration with Clifford and Flora to capitalize on the cannabis sector at this inflection point. We believe the current market conditions present a generational opportunity for investment in the sector.” Mr. Vaiman takes over as Chief Financial Officer for Elshad Garayev who resigned but will remain an advisor with the Company.

Mr. Starke concluded, “Bottomline, we see a rare opportunity in the sector to assemble undervalued, synergistic assets at attractive multiples. We will seek to create long-term shareholder value.”

Executive Biographies

Mr. Starke was previously the Company’s President and a Director beginning in December 2022. Prior to that, Mr. Starke served as the Executive Chairman and Chief Executive Officer of Franchise Global Health Inc. Since May 2018, Mr. Starke has served as the Chairman of Hampstead Private Capital Ltd., a Bermuda based merchant bank investing in small to mid-cap, high growth companies in various sectors and primarily focused on the medical cannabis industry. Mr. Starke has 18 years of investing and public markets experience and, over the last 10 years, has acted as a financier, investor, and operator of cannabis companies. Mr. Starke holds a Bachelor of Arts degree in History from Queen’s University.

1

Mr. Vaiman was previously the Company’s Senior VP Finance beginning in December 2022. From February 2022 through the closing of the Company’s arrangement with Franchise Global Health Inc., he served as the Chief Financial Officer of Franchise. Prior to that, Mr. Vaiman served as Corporate Controller of Torex Gold Resources Inc. - a leading intermediate gold producer listed on the TSX. Mr. Vaiman’s prior auditing and accounting experience was with Ernst & Young’s Toronto Audit Group, specializing in publicly listed TSX and SEC clients. Mr. Vaiman is a Chartered Professional Accountant (CPA) and Chartered Accountant (CA) in Ontario, a Certified Public Accountant (CPA) in Illinois, and holds a Bachelor of Business Administration (Honours) from the Schulich School of Business.

New Directors

On June 6, 2023, Flora’s shareholders elected Kevin Taylor and Thomas Solomon as new members to the board of directors.

Mr. Taylor has been appointed as Chairman of Flora’s board of directors. Mr. Taylor is a distinguished executive with over 30 years of experience in various senior leadership positions. Since June 2014, he has served as the President and CEO of Terei International Limited, a company providing merchant banking services in the small to midcap markets. Since April 2022, Mr. Taylor has served as Chairman and CEO of House of Lithium, a Canadian private equity firm. Since March 2022, Mr. Taylor has served as the Chairman of NetraMark Holdings Inc., a Canadian publicly traded AI health technology company trading under the symbol “AIAI.” Previously, Mr. Taylor served as Vice President and General Manager for Nortel Networks Carrier business in the Caribbean and Latin America. Mr. Taylor completed the Harvard Business School TGMP program, a program designed for experienced executives seeking to enhance their leadership skills. Additionally, he holds a Bachelor of Engineering - Science from the University of Western Ontario.

Mr. Solomon brings over 15 years of capital markets experience, with a strong background in natural resources and the cannabis equities. Since February 2018, Mr. Solomon has served as a Portfolio Manager and Head of Public Equities at Pala Investments, a Swiss-based investment firm. He is responsible for an absolute return equity strategy and private equity positions focussing on sectors that empower structural change including extractive resources and sustainable agriculture and their interaction with technology and regulation. Prior to joining Pala, Mr. Solomon worked as an investment professional at Ninety-One (previously Investec Asset Management) in London as part of the highly rated Natural Resources team. He has asset management experience and strong track-record investing in cannabis companies across North American, Europe and Australia, including smaller market capitalisation equities. Mr. Solomon earned a Bachelor of Commerce (Finance & Accounting) degree from The University of Sydney and a Bachelor of Laws from the same institution.

Other senior management changes

In addition to the resignations of Hussein Rakine and Elshad Garayev, Jason Warnock, Chief Commercial Officer, Jessie Casner, Chief Marketing Officer and Tim Leslie, Director, have resigned from the Company. Flora would like to thank them for their contributions and wish them well in their future endeavors.

Nasdaq minimum bid requirement

On June 26, 2023, it has received formal notice from The Nasdaq Stock Market, LLC (“Nasdaq”) stating that the Company has regained compliance with the minimum bid price requirement set forth in Rule 5550(a)(2) of the Nasdaq Listing Rules (the “Minimum Bid Price Requirement”). Flora is now in compliance with all applicable listing standards and will continue to be listed and traded on the NASDAQ Stock Market.

2

As previously announced, the Company was notified by Nasdaq on July 8, 2022, that it was not in compliance with the Minimum Bid Price of $1.00 per share for 30 consecutive business days. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), Nasdaq provided a 180-calendar day period following the date of the notice to regain compliance. To regain compliance with the minimum bid price requirement, the Company was required to maintain a minimum closing bid price of $1.00 or more for at least 10 consecutive trading days. From June 9, 2023 through June 23, 2023, a period of 10 consecutive trading days, the closing bid price of the Company’s listed securities was greater than $1.00 per share. Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2) and the matter has been closed.

About Flora Growth Corp.

Flora Growth Corp. is a consumer-packaged goods leader serving all 50 states with 15,000+ points of distribution around the world and a pharmaceutical distributor in 28 countries. In the United States, Flora’s lifestyle business has established a robust presence across all 50 states, providing us with a solid foundation. Furthermore, we believe we possess substantial potential for international expansion. Based in Germany, we have successfully developed a strong distribution network delivering lifestyle and wellness products to 28 countries. For more information, kindly visit www.floragrowth.com or follow @floragrowthcorp on social media.

http://floragrowth.com/

https://justcbdstore.com/

https://www.vesselbrand.com/

https://justcbdstore.uk/

https://www.phatebo.de/home-en

   

Investor Relations:

Investor Relations ir@floragrowth.com

Clifford Starke Clifford.Starke@floragrowth.com

Cautionary Statement Concerning Forward Looking Statements

This press release contains “forward looking statements,” as defined by federal securities laws. Forward-looking statements reflect Flora’s current expectations and projections about future events at the time, and thus involve uncertainty and risk. The words “believe,” “expect,” “anticipate,” “will,” “could,” “would,” “should,” “may,” “plan,” “estimate,” “intend,” “predict,” “potential,” “continue,” and the negatives of these words and other similar expressions generally identify forward looking statements. Such forward looking statements are subject to various and risks and uncertainties, including those described under section entitled “Risk Factors” in Flora’s Annual Report on Form 10K filed with the SEC on March 31, 2023, as such factors may be updated from time to time in Flora’s periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in Flora’s filings with the SEC. While forward looking statements reflect Flora’s good faith beliefs, they are not guarantees of future performance. Flora disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this press release, except as required by applicable law. You should not place undue reliance on any forward-looking statements, which are based on information currently available to Flora (or to third parties making the forward-looking statements).

3

XML

Cover	Jun. 21, 2023
Cover [Abstract]
Entity Registrant Name	Flora Growth Corp.
Entity Central Index Key	0001790169
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	true
Document Period End Date	Jun. 21, 2023
Entity Ex Transition Period	false
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity File Number	001-40397
Entity Address Address Line 1	3406 SW 26th Terrace
Entity Address Address Line 2	Suite C-1
Entity Address City Or Town	Fort Lauderdale
Entity Address State Or Province	FL
Entity Address Postal Zip Code	33132
City Area Code	954
Local Phone Number	842-4989
Security 12b Title	Common Shares, no par value
Trading Symbol	FLGC
Security Exchange Name	NASDAQ