Contract analysis

ARTICLE 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the SAFE, unless the context clearly requires otherwise. "Agreement" means this Mutual Termination and Release Agreement, including all recitals and any exhibits or schedules attached hereto, as th

ARTICLE 2 — TERMINATION OF THE SAFE

Section 2.1 — Termination. Effective as of the Effective Date, the SAFE is hereby terminated in its entirety and shall be of no further force or effect. All rights and obligations of the Parties arising under or in connection with the SAFE, including without limitation (a) any right of the Investor to convert the Purchase Amount into equity securities of the Company upon any Equity Financing, Liquidity Event, or Diss

Section 2.2 — No Conversion Rights. For the avoidance of doubt, the Investor shall have no right, and hereby irrevocably waives any right it may otherwise have, to receive any shares of capital stock, preferred stock, common stock, warrants, options, or other equity securities or equity-linked instruments of the Company in connection with, arising out of, or related to the SAFE, whether upon the occurrence of any Equ

Section 2.3 — Return and Destruction of Instruments. Within five (5) business days following the Effective Date, the Investor shall return to the Company the original executed copy of the SAFE and any ancillary agreements, side letters, instruments, or documents related thereto. In the event that the Investor is unable to locate the original executed copy of the SAFE, the Investor shall provide to the Company a writt

ARTICLE 3 — REFUND OF PURCHASE AMOUNT

Section 3.1 — Refund Obligation. The Company shall refund to the Investor the Refund Amount of One Million One Hundred Thousand Dollars ($1,100,000) in full, without interest, penalties, premiums, set-offs, counterclaims, or deductions of any kind (the "Refund"). Payment of the Refund Amount shall be made by wire transfer of immediately available funds in United States dollars to the bank account designated in writin

Section 3.2 — Timing. The Company shall initiate the wire transfer of the Refund Amount no later than one (1) business day following the Effective Date (i.e., by October 28, 2023, or the next succeeding business day if October 28, 2023 is not a business day). For purposes of this Agreement, "business day" means any day other than a Saturday, Sunday, or a day on which banking institutions in San Francisco, California

Section 3.3 — Confirmation. Upon receipt of the Refund Amount in the Investor's designated bank account, the Investor shall promptly (and in any event within two (2) business days following receipt) provide written confirmation of receipt to the Company, delivered in accordance with Section 10.7. Such confirmation shall specify the date on which the Refund Amount was received and the amount received. The Investor's f

Section 4.1 — Release by the Company. Effective upon receipt by the Investor of the Refund Amount, the Company, on behalf of itself and its officers, directors, employees, agents, representatives, successors, assigns, stockholders, subsidiaries, parent entities, and affiliates (collectively, the "Company Released Parties"), hereby irrevocably and unconditionally releases, acquits, and forever discharges the Investor

Section 4.2 — Release by the Investor. Effective upon receipt by the Investor of the Refund Amount, the Investor, on behalf of itself and its members, managers, officers, employees, agents, representatives, successors, assigns, subsidiaries, parent entities, and affiliates (collectively, the "Investor Releasing Parties"), hereby irrevocably and unconditionally releases, acquits, and forever discharges the Company Rel

Section 4.3 — California Civil Code Section 1542 Waiver. Each Party acknowledges that it has been advised by legal counsel and is familiar with the provisions of Section 1542 of the California Civil Code, which provides as follows: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if kn

Section 4.4 — Scope of Release. The releases set forth in this Article 4 are intended to be broadly construed to the maximum extent permitted by applicable law and shall encompass, without limitation, any and all claims for fraud, misrepresentation, negligent misrepresentation, breach of contract, breach of the implied covenant of good faith and fair dealing, breach of fiduciary duty, promissory estoppel, unjust enri

ARTICLE 5 — NO ADMISSION OF LIABILITY Nothing in this Agreement, including the Parties' decision to terminate the SAFE and refund the Purchase Amount, shall be construed as an admission of liability, fault, wrongdoing, culpability, or responsibility by either Party with respect to any matter whatsoever, whether relating to the SAFE, the transactions contemplated thereby, or otherwise. This Agreement represents a comp

ARTICLE 6 — REPRESENTATIONS AND WARRANTIES

Section 6.1 — Mutual Representations. Each Party hereby represents and warrants to the other Party, as of the Effective Date, as follows: (a) Power and Authority. Such Party has the full power, authority, and legal right to enter into, execute, deliver, and perform its obligations under this Agreement. Such Party is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organ

Section 6.2 — Company Representation — Refund Capacity. The Company represents and warrants to the Investor that, as of the Effective Date, the Company has sufficient liquid funds available in its accounts to pay the Refund Amount in full and that the payment of the Refund Amount will not (a) render the Company insolvent, (b) cause the Company to be unable to pay its debts as they become due in the ordinary course of

Section 6.3 — Investor Representation — Authority. The Investor represents and warrants that Lena Petrova, in her capacity as Managing Member of Canopy Growth Capital LLC, has full authority to execute this Agreement on behalf of the Investor and to bind the Investor to the terms and conditions contained herein. No consent, approval, or authorization of any other member, manager, or governing body of the Investor is

ARTICLE 7 — COVENANT NOT TO SUE Each Party hereby covenants and agrees that it will not, directly or indirectly, and will cause its affiliates, officers, directors, members, managers, employees, agents, successors, and assigns not to, commence, maintain, institute, prosecute, participate in, or cause to be commenced or maintained any action, suit, claim, arbitration, proceeding, or investigation of any kind, whether

ARTICLE 8 — NON-DISPARAGEMENT Each Party agrees that it will not, and will instruct its officers, directors, members, managers, employees, and agents not to, directly or indirectly, make or cause to be made any public or private statement, whether oral or written, including without limitation any statement made in any social media post, press release, blog post, interview, or other communication, that disparages, def

Section 9.1 — Confidential Treatment. The terms and conditions of this Agreement, including the existence of the termination and refund and the amounts involved, shall be treated as strictly confidential by each Party and shall not be disclosed to any third party without the prior written consent of the other Party, except as follows: (a) Disclosures to such Party's legal, financial, tax, and accounting advisors, and

Section 9.2 — Return of Confidential Information. Within ten (10) business days following the Effective Date, each Party shall promptly return to the other Party, or destroy (at the disclosing Party's election), all confidential or proprietary information of the other Party received in connection with the negotiation, due diligence, execution, or performance of the SAFE, including without limitation all business plan

Section 10.1 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules, provisions, or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 10.2 — Jurisdiction and Venue. Each Party hereby irrevocably and unconditionally (a) submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court lacks subject matter jurisdiction, the Superior Court of the State of Delaware, or the United States District Court for the District of Delaware) for any action, suit, or proceeding arising out of or relating to this Agr

Section 10.3 — Entire Agreement. This Agreement (including the recitals hereto, which are incorporated herein by this reference) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, warranties, and communications, whether oral or written, relating to such subje

Section 10.4 — Amendments. This Agreement may not be amended, modified, supplemented, restated, or otherwise changed except by a written instrument duly executed by authorized representatives of both Parties. No oral modification or waiver of any provision of this Agreement shall be effective for any purpose.

Section 10.5 — Severability. If any provision of this Agreement, or the application of any such provision to any person or circumstance, is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions shall continue in full force and effect. In suc

Section 10.6 — Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by facsimile, electronic signature (including Brightwater Software or similar platform), or portable document format (PDF) shall be deemed valid and sufficient execution and de

Section 10.7 — Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) when sent by confirmed electronic mail (with a copy sent by another method specified in this Section 10.7), (c) one (1) business day after being sent by nationally re

Section 10.8 — Waiver. The failure of either Party to enforce any provision of this Agreement at any time or for any period of time shall not constitute a waiver of such Party's right to enforce such provision or any other provision of this Agreement in the future. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving Party. No waiver of any breach or default

Section 10.9 — Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. Neither Party may assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other Party, and

Section 10.10 — Fees and Expenses. Each Party shall bear its own costs, fees, and expenses (including, without limitation, attorneys' fees, accountants' fees, financial advisory fees, and all other professional and transaction-related fees and expenses) incurred in connection with the negotiation, preparation, execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated

Section 10.11 — No Third-Party Beneficiaries. This Agreement is entered into for the sole benefit of the Parties and their respective Released Parties, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Agreement. Notwithstanding the foregoing, each