TREE OF LIFE MEMBERSHIP FORM

PRODUCT ACQUISITION AGREEMENT

Meanings 

“Confidential Information” means any proprietary information delivered by one Party (the “Discloser” for the purposes of this definition) to the other (the “recipient” for the purposes of this definition) pursuant to or in connection with this Agreement.

“Intellectual Property” means intellecmal property of any nature and kind including all domestic and foreign trade-marks, business names, trade
names, domain names, trading styles, trade secrets, software, industrial designs, plant breeders’ rights, and copyrights, whether registered or unregistered, and all applications for registration thereof, and inventions, formulae, recipes, product formulations, processes and processing methods, technology and techniques and know-how.

“Material” means Cannabis Products.

“Specifications” includes for the Material: (i) material and component specifications (including approved suppliers and distributors; physical,
chemical and microbiological specifications, as appropriate); (ii) packaging requirements, including processing and equipment requirements; and
(ii) such otha analysis, all as may be reasonably requested in writing by The Tree of Life (PTY) LTD and to in writing by the
Parties.

2. Material to be Sold and Purchased for research / medical purposes

(a) or such amounts and types of Mataial as the Parties may agree from time to time.

3. Delivery Terms

The Mataial shall be sold Ex Works (Incoterms), and the Material shall be available for collection on the Delivery Date at the Tree of Life premises located at 80 Java Road, Nooitgedacht

The Tree of Life Representations and Warranties :

(i) THE TREE OF LIFE (PTY) LTD has all other required licenses, permits and authorizations required under all Applicable Laws necessary to engage in the contemplated activity, including without limitation the ability to engage in the purchase and transportation of the Material;

(ii) THE TREE OF LIFE (PTY) LTD will comply with all  Applicable Laws in its use, possession, packaging/labelling, testing, importing, exporting, storage, sale, delivery, transportation, distribution and destruction of Material and THE TREE OF LIFE (PTY) LTD covenants to Tree of Life that THE TREE OF LIFE (PTY) LTD will not directly or indirectly possess, package/label, test, import, store, sell, deliver, transport, distribute or destroy, or permit the Freight Service Provider to transport, any of the material into any other country where such activities may not be in compliance with Applicable Laws, federal or other-wise;

(iii) THE TREE OF LIFE (PTY) LTD has: (i) the requisite experience, knowledge and expertise; (ii) qualified personnel; and
(iii) the legal right, to perform its obligations under this Agreement and THE TREE OF LIFE (PTY) LTD covenants to Tree
of Life that THE TREE OF LIFE (PTY) LTD will use commercially reascmable efforts to perform such obligations in a
sound, safe, lawful and workmanlike manner; and

(iv) THE TREE OF LIFE (PTY) LTD acknowledges and agrees that the Material is only intended to be sold for medical use and
research purposes in acccrdance with the Applicable Law of South Africa and THE TREE OF LIFE (PTY) LTD covenants
to Tree of Life that THE TREE OF LIFE (PTY) LTD will only sell and distribute the Material to patients  for medical use,
and research purposes as required by the Applicable Law of South Africa.

(v) THE TREE OF LIFE (PTY) LTD acknowledges and agrees that neither Tree of Life nor any person on THE TREE OF LIFE
(PTY) LTD behalf has made or makes any express or implied representation, warranty or condition whatsoever, either oral
or written, including any implied conditions or warranties of merchantability, fitness for a particular purpose, title, non-
infringement or performance of Material to standards specific to South Africa, whether arising by law, course of dealing,
course of performance, usage of trade or otherwise, all of which are expressly disclaimed.

5. Limitation of Liability

(a)
IN NO EVENT SHALL TREE OF OR ANY OF ITS REPRESENTATIVES BE LIABLE UNDER THIS AGREEMENT OR A PURCHASE ORDER TO The Tree of Life (PTY) LTD FOR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTIONS, LOSS OF USE, DATA, REVENUE OR PROFIT, COST OF CAPITAL, LSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT, DELICT (INCLUDING NEGLIGENCE), ANY OTHER THEORY OF LIABILITY OR OTHERWISE REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT TREE OF LIFE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. General

(a) Tree of Life shall retain all right, title and ownership to its own Intellectual Property that is incorporated into the Material being sold pursuant to this Agreement or are embodied within, any Material or the work performed by it under this Agreement.

(b) Tree of Life will from time to time execute and deliver all such further documents and instruments and do all acts and things as the other
Party may, either before or after each Delivery Date, reasonably require to effectively carry out or better evidence or perfect the full
intent and meaning of this
this Agreement.

(c) This Agreement constitutes the entire between the Parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the Parties with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Parties other than as expressly set forth in this Agreement.

(d) No amendment to this Agreement will be valid or binding unless set forth in writing and duly executed by
both of the Parties. No waiver of any breach of any provision of this Agreement will be effective or binding unless made in writing and by the Party purporting to give the same and, unless otherwise provided, will be limited to the specific brach waived.

(e) This Agreement is governed by and will be construed in accordance with the Applicable Laws of South Africa and the Parties hereto irrevocably attorn to the exclusive jurisdiction of the courts of South Africa.

(f) This Agreement may be executed electronically by facsimile or PDF, in any number of counterparts, each of
which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument.