SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 20th, 2024 • Akanda Corp. • Medicinal chemicals & botanical products • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of May __, 2024, between Akanda Corp., a Canadian corporation incorporated under the Business Corporations Act (Ontario) (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AKANDA CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 4th, 2024 • Akanda Corp. • Medicinal chemicals & botanical products • New York
CONSULTING AGREEMENTConsulting Agreement • March 28th, 2024 • Akanda Corp. • Medicinal chemicals & botanical products • New Jersey
IR Agency LLC (the “Consultant” or “IR Agency”) is pleased to provide certain consulting services to Akanda Corp (“you,” the “Client” or the “Company”) as more fully described in this agreement (the Agreement”). This Agreement sets forth the terms and conditions pursuant to which the Company engages the Consultant to provide such services.
AKANDA CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 31st, 2022 • Akanda Corp. • Medicinal chemicals & botanical products • New York
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • February 20th, 2024 • Akanda Corp. • Medicinal chemicals & botanical products • British Columbia
This Independent Contractor Agreement (“Agreement”), effective as of ___________________, (the “Effective Date”), is between Akanda Corp. (“Company”) and Kiran Sidhu (“Contractor”).
Form of Warrant AgreementWarrant Agreement • February 14th, 2022 • Akanda Corp. • Medicinal chemicals & botanical products • California
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [*], 2022 (THE DATE OF ISSUANCE). VOID AFTER 5:00 P.M., EASTERN TIME, [*], 2027 (THE DATE THAT IS FIVE YEARS FROM COMMENCMENT OF SALES of COMMON SHARES IN THE Offering (as defined below).
RA/65218.1/65871948.5 Service agreement Dated 2 June 2021 Canmart Limited (Company) Halo Labs Inc. (Guarantor) Tejinder Virk (Executive)Service Agreement • January 31st, 2022 • Akanda Corp. • Medicinal chemicals & botanical products • England and Wales
ContractSupply Agreement • May 2nd, 2023 • Akanda Corp. • Medicinal chemicals & botanical products
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm if publicly disclosed.
AMENDED AND RESTATED OPTION TO PURCHASEOption to Purchase • September 25th, 2023 • Akanda Corp. • Medicinal chemicals & botanical products • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration Ten United States Dollars (USD10) now paid by the Optionee to the Owner and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by each of the parties, the Owner, and the Optionee agree as follows:
Memorandum of UnderstandingMemorandum of Understanding • January 31st, 2022 • Akanda Corp. • Medicinal chemicals & botanical products
This Memorandum of Understanding (“MOU”) sets the terms and understanding between Akanda or its nominees and Cellen to establish a formal working relationship to optimize in medical cannabis supply chain activities and pursue opportunities in this regard within the territory of UK.
Bridge LOAN Agreement BETWEEN FIRST TOWERS & FIBER CORP.Bridge Loan Agreement • November 26th, 2024 • Akanda Corp. • Medicinal chemicals & botanical products • Ontario
DATED: 29 September 2020 LOUISA MADIAKO MOJELA (‘the Lender”) AND BOPHELO BIO SCIENCE & WELLNESS PTY LTD (“the Borrower”)Loan Agreement • January 31st, 2022 • Akanda Corp. • Medicinal chemicals & botanical products
The Lender has agreed to provide the Borrower with a short term facility in an aggregate amount of upto ZAR 2,000,000 (two million rands) which shall be provided either in one lumpsum amount or in parts in accordance with the terms of this agreement.
OFF-TAKE AGREEMENTOff-Take Agreement • January 31st, 2022 • Akanda Corp. • Medicinal chemicals & botanical products
THIS OFF-TAKE AGREEMENT (this “Agreement”), dated 3rd August 2020, (the “Effective Date”) is made and entered into by and between Medcan Ltd,a company incorporate in the Republic of Malta with registration number C 73431 (“Medcan”) and Bophelo Bio Science and Wellness Pty Ltd, a company incorporated in the Kingdom of Lesotho with the registration number 2018/62924 (“BOPHELO”), both of whom are hereinafter collectively referred to as the “Parties” and any one of which shall be referred to as a “Party” as the context may require. This Agreement shall apply to each and every delivery and sale of Bulk Extract (defined in “DEFINITIONS” below) by BOPHELO to Medcan and shall constitute the entire agreement between the Parties with respect to the purchase and sale of Bulk Biomass.
AGREEMENT OF SUBLEASESublease Agreement • January 31st, 2022 • Akanda Corp. • Medicinal chemicals & botanical products
NON-BINDING LETTER OF INTENTLetter of Intent • February 20th, 2024 • Akanda Corp. • Medicinal chemicals & botanical products
This letter of intent (“Letter of Intent”) is presented further to the discussions to date between Holigen Limited (the “Seller”), a subsidiary of Akanda Corp. (“Akanda”) and Somai Pharmaceuticals Ltd (“Somai” or the “Buyer”) or an affiliate. The Buyer understands that the Seller is the legal owner of all of the issued and outstanding shares in the capital of RPK Biopharma, Unipessoal, LDA (“RPK”, or the “Corporation”) or its affiliates. The key assets of RPK being all of its assets in Portugal, more specifically but not limited to; RPK’s Sintra facilities and licenses, including GACP, GMP and any other relevant licenses, RPK’s Aljustrel facilities and licenses including GACP, GMP and other relevant licenses, all related equipment, product inventory, commercial agreements, and all Intellectual Property. The provisions of this Letter of Intent will confirm the interest of the parties with respect to the Buyer’s proposed purchase, from the Seller, of all the issued and outstanding shares
AMENDMENT NO. 1 TO NON-BINDING LETTER OF INTENTNon-Binding Letter of Intent • February 20th, 2024 • Akanda Corp. • Medicinal chemicals & botanical products
This Amendment No. 1 to Non-Binding Letter of Intent (“Amendment”) is entered into and made effective as of January 31, 2024 by and between Akanda Corp. (“Akanda”) and Somai Pharmaceuticals Ltd. (“Somai”). Akanda and Somai are collectively referred to as the “Parties” and singularly referred to as “Party.”
NATDOCS\62383579\V-3 TSX SUBSCRIPTION AGREEMENT FOR COMMON SHARES THESE SECURITIES ARE BEING OFFERED FOR SALE ON A PRIVATE PLACEMENT BASIS TO CANNAHEALTH LIMITED AND MAY ONLY BE PURCHASED BY CANNAHEALTH LIMITED PURSUANT TO AVAILABLE EXEMPTIONS UNDER...Subscription Agreement • April 27th, 2022 • Akanda Corp. • Medicinal chemicals & botanical products
NATDOCS\62611138\V-5 TRANSITION SERVICES AND PRODUCTS AGREEMENT This Transition Services and Products Agreement (this “Agreement”), dated as of __________, 2022 (the “Effective Date”), is made by and between The Flowr Corporation (“Flowr”), RPK...Transition Services and Products Agreement • April 27th, 2022 • Akanda Corp. • Medicinal chemicals & botanical products • Ontario
ESCROW AGREEMENTEscrow Agreement • February 29th, 2024 • Akanda Corp. • Medicinal chemicals & botanical products • British Columbia
AKANDA CORP. FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED Signature_____________________________ Signature, if held jointly___________________________________ Date_____________, 2022 Note: Please sign exactly as name appears hereon. When...Proxy Voting Agreement • June 9th, 2022 • Akanda Corp. • Medicinal chemicals & botanical products
ContractSettlement Agreement • May 1st, 2024 • Akanda Corp. • Medicinal chemicals & botanical products • England and Wales
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm if publicly disclosed.
STANDARD PROMISSORY NOTEPromissory Note • January 18th, 2024 • Akanda Corp. • Medicinal chemicals & botanical products
ContractLoan Agreement • May 1st, 2023 • Akanda Corp. • Medicinal chemicals & botanical products
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm if publicly disclosed.
FINDER’S AGREEMENTFinder's Agreement • March 11th, 2024 • Akanda Corp. • Medicinal chemicals & botanical products • British Columbia
THIS FINDER’S FEE AGREEMENT is made as of the 12th day of June, 2021 (the “Effective Date”) between Cannera Holdings Ltd, a British Columbia Corporation having an office at [***] (the “Finder”) and AKANDA CORP., a United Kingdom Corporation having an office situated 1a, 1b Learoyd Road New Romney TN28 8XU, United Kingdom (the “Company”).
SHARE PURCHASE AGREEMENT AMONG AKANDA CORP. - and - CANNAHEALTH LIMITED - and - HOLIGEN HOLDINGS LIMITED - and - THE FLOWR CORPORATION Dated as of April 20, 2022Share Purchase Agreement • April 27th, 2022 • Akanda Corp. • Medicinal chemicals & botanical products • Ontario
THIS AGREEMENT is dated as of April 20, 2022, among Akanda Corp., a company incorporated under the laws of the Province of Ontario and having its registered office situated at 77 King Street West, Suite 400, Toronto-Dominion Centre, Toronto, Ontario, Canada M5K 0A1 (“Akanda”), Cannahealth Limited, a company incorporated under the laws of Malta having company registration number C95702 and having its registered office situated at Level 4, The Penthouse, Suite 2, Ewropa Business Centre, Triq Dun Karm, Birkirkara, Malta (the “Purchaser”), Holigen Holdings Limited, a company incorporated under the laws of Malta, having company registration number C87034 and having its registered office situated at Lara Buildings, Level 1, Giuzeppi Calleja Street, Iklin, IKL 1262, Malta (the “Vendor”) and The Flowr Corporation, a company incorporated under the laws of the Province of Ontario and having its registered office situated at 60 Adelaide Street East, Suite 1000, Toronto, Ontario M5C 3E4 (“Flowr”).
PROMISSORY NOTEPromissory Note • January 18th, 2024 • Akanda Corp. • Medicinal chemicals & botanical products
This Note may be prepaid in whole or in part at any time. Any payments received by the Holder on account of this Note shall be applied first to accrued and unpaid Interest and then to the unpaid Principal balance hereunder. Any and all payments by or on account of any obligation of the Debtor hereunder shall be made free and clear of and without deduction or withholding for any Tax excepted as required by the law. If the Debtor is required by the law to deduct or withhold any Taxes from such payments then the Debtor shall make such deductions or withholdings and timely pay the full amount deducted or withheld to the Governmental Authority in accordance with the law.
Heads of Terms Between: Akand Corp. (“Akanda") 1a,1b Learoyd Road, New Romney, TN28 8XU, United Kingdom Cellen Limited (“Cellen“ or “the Company”) {insert address}Heads of Terms • January 31st, 2022 • Akanda Corp. • Medicinal chemicals & botanical products • England and Wales
These heads of terms set out the main terms and conditions on and subject to which Akanda will provide Cellen with a line of credit subject to meeting the criteria set out herein (the “Bridge Loan Facility”).
SERVICE, REFINEMENT AND DISTRIBUTION AGREEMENT between represented by its CEO Philip Schetter Heinrich-Mann-Str. 12, 14532 Kleinmachnow, GermanyService, Refinement and Distribution Agreement • January 31st, 2022 • Akanda Corp. • Medicinal chemicals & botanical products
The terms “CANTOURAGE” and “BOPHELO” include the respective affiliated companies of CANTOURAGE or BOPHELO pursuant to Sections 15 AktG et seqq. [Aktiengesetz - Stock Corporations Act]. Those companies in which CANTOURAGE holds a share of at least 50 % are also deemed to be affiliated companies of CANTOURAGE.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 31st, 2022 • Akanda Corp. • Medicinal chemicals & botanical products • Ontario
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), is made as of November 3, 2021 (the “Effective Date”), by and among AKANDA CORP., an Ontario corporation (the “Company”), and HALO COLLECTIVE INC., an Ontario corporation, as further identified on Schedule A hereto (the “Investor”).
RESIGNATION AND MUTUAL RELEASEResignation and Mutual Release Agreement • May 1st, 2024 • Akanda Corp. • Medicinal chemicals & botanical products • British Columbia
THIS AGREEMENT, dated April 24, 2024 (the “Effective Date”), is made by and between Harvinder Singh (the “Individual”) and Akanda Corp. (the “Company”).
ContractSubscription Agreement • January 31st, 2022 • Akanda Corp. • Medicinal chemicals & botanical products • Ontario
Certain portions of this exhibit have been redacted in accordance with Item 601(a)(6) of Regulation S-K. This information is not material and disclosure of such information would constitute an unwarranted invasion of personal privacy. “[*]” indicates that information has been redacted.
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING MARCH 15, 2022, WHICH IS THE COMMENCMENT OF SALES of COMMON SHARES IN THE...Purchase Warrant Agreement • March 18th, 2022 • Akanda Corp. • Medicinal chemicals & botanical products • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO MARCH 17, 2022 (THE DATE OF ISSUANCE). VOID AFTER 5:00 P.M., EASTERN TIME, MARCH 15, 2027 (THE DATE THAT IS FIVE YEARS FROM COMMENCMENT OF SALES of COMMON SHARES IN THE Offering (as defined below).
Note Conversion Agreement July 25, 2023Note Conversion Agreement • February 20th, 2024 • Akanda Corp. • Medicinal chemicals & botanical products
This Note Conversion Agreement (the “Agreement”) is made as of July 25, 2023 between Halo Collective Inc., an Ontario corporation (the “Holder”), and Akanda Corp., an Ontario corporation (the “Debtor”), in connection with a promissory note with a principal amount of US$328,000 dated January 26, 2023 issued by the Debtor to the Holder (the “Note”).
ContractRetail License Agreement • May 2nd, 2023 • Akanda Corp. • Medicinal chemicals & botanical products • California
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm if publicly disclosed.
ContractLicense and Packaging Agreement • May 2nd, 2023 • Akanda Corp. • Medicinal chemicals & botanical products • California
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm if publicly disclosed.
