Akanda Corp. Sample Contracts

AKANDA CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • March 27th, 2024 • Akanda Corp. • Medicinal chemicals & botanical products • New York
SECURITIES PURCHASE AGREEMENT
Securities 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 AGREEMENT
Underwriting Agreement • September 20th, 2024 • Akanda Corp. • Medicinal chemicals & botanical products • New York
CONSULTING AGREEMENT
Consulting 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 AGREEMENT
Underwriting Agreement • January 31st, 2022 • Akanda Corp. • Medicinal chemicals & botanical products • New York
AKANDA CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • October 4th, 2024 • Akanda Corp. • Medicinal chemicals & botanical products • New York
INDEPENDENT CONTRACTOR AGREEMENT
Independent 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”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 20th, 2026 • Akanda Corp. • Medicinal chemicals & botanical products • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of January 20, 2026 (the “Subscription Date”), is by and among Akanda Corp., a corporation existing under the laws of the Province of Ontario with offices located at c/o Gowling WLG, 100 King St. W, Suite 1600, Toronto, ON M5X 1G5 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (the “Schedule of Buyers”) (individually, a “Buyer” and, collectively, the “Buyers” and, together with the Company, the “Parties”).

Form of Warrant Agreement
Warrant 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).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 20th, 2026 • Akanda Corp. • Medicinal chemicals & botanical products

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January [__], 2026, is by and between Akanda Corp., a Canadian corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached to the Purchase Agreement (as defined below) (collectively, the “Investor”).

DEBT SETTLEMENT AGREEMENT
Debt Settlement Agreement • August 22nd, 2025 • Akanda Corp. • Medicinal chemicals & botanical products

pgc finco inC. (as successor to PLENARY GROUP (CANADA) FINCO INC.), a company incorporated pursuant to the laws of the Province of British Columbia (the “Creditor”)

Lock-Up Agreement
Lock-Up Agreement • September 18th, 2025 • Akanda Corp. • Medicinal chemicals & botanical products
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
Contract
Supply 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 PURCHASE
Option 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 Understanding
Memorandum 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.

CONSULTING AGREEMENT
Consulting Agreement • September 29th, 2025 • 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,” “Client” or “Company”) as more fully described in this agreement (the “Agreement”). This Agreement sets forth the terms and conditions pursuant to which Company engages Consultant to provide such services.

OFF-TAKE AGREEMENT
Off-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 SUBLEASE
Sublease Agreement • January 31st, 2022 • Akanda Corp. • Medicinal chemicals & botanical products
NON-BINDING LETTER OF INTENT
Letter 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 INTENT
Non-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.”

CONSULTING AGREEMENT
Consulting Agreement • October 1st, 2025 • 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,” “Client” or “Company”) as more fully described in this agreement (the “Agreement”). This Agreement sets forth the terms and conditions pursuant to which Company engages Consultant to provide such services.

ESCROW AGREEMENT
Escrow Agreement • February 29th, 2024 • Akanda Corp. • Medicinal chemicals & botanical products • British Columbia
Contract
Settlement 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 NOTE
Promissory Note • January 18th, 2024 • Akanda Corp. • Medicinal chemicals & botanical products
Contract
Loan 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 AGREEMENT
Finder'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”).

CONSULTING AGREEMENT
Consulting Agreement • January 28th, 2026 • 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,” “Client” or “Company”) as more fully described in this agreement (the “Agreement”). This Agreement sets forth the terms and conditions pursuant to which Company engages Consultant to provide such services.

SHARE PURCHASE AGREEMENT AMONG AKANDA CORP. - and - CANNAHEALTH LIMITED - and - HOLIGEN HOLDINGS LIMITED - and - THE FLOWR CORPORATION Dated as of April 20, 2022
Share 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”).

SECOND AMENDMENT TO SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • August 22nd, 2025 • Akanda Corp. • Medicinal chemicals & botanical products

This Second Amendment (this “Amendment”) to the Share Exchange Agreement dated as of March 5, 2025 and amended as of March 31, 2025 (the “Agreement”), among Akanda Corp., a corporation existing under the laws of the Province of Ontario, First Towers & Fiber Corp., a corporation existing under the laws of the Province of British Columbia, and certain common shareholders of the Company listed in Schedule “A” of the Agreement, is made as of the 19th day of August, 2025, by and among the Purchaser, the Company and the Shareholders (capitalized terms used herein and not otherwise defined shall have the meanings ascribed to those terms in the Agreement).