Exhibit 10.2

	
	
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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 Biopharma Unipessoal,
Lda. (“OpCo”), and Akanda Corp. (“Akanda”)
WHEREAS, pursuant to a share purchase agreement dated April 20, 2022 (the “Purchase Agreement”),
among the Akanda, Cannahealth Limited (“Purchaser”) and Holigen Holdings Limited, the Purchaser has
agreed to purchase and the Vendor has agreed to sell, all of the issued and outstanding shares of Holigen
Limited (the “Company”), an entity which holds all of the issued and outstanding shares of OpCo; and
WHEREAS, in connection with the Purchase Agreement, Akanda desires Flowr, and Flowr is willing, to
provide  certain transition services  and  products  to  OpCo  and  Akanda  during  the  Transition  Period (as
defined in Section 1.1 hereof), as applicable, on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the agreements and covenants contained herein, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
ARTICLE 1
DEFINITIONS
Section 1.1 Definitions.  All  capitalized  terms  and  the  word  “including”  in  this
Agreement (whether used in the singular or the plural) shall have the meanings as set forth in the Purchase
Agreement.  In addition, the following terms as used in this Agreement, whether used in the singular or the
plural, shall have  the  meanings  as set  forth  in  this Article  1.  References to  “Articles”, “Sections” and
 “subsections”  in  this  Agreement  shall  be  to  Articles,  Sections  and  subsections  respectively,  of  this
Agreement unless otherwise specifically provided.
 “Agreement” shall have the meaning specified in the introductory paragraph to this Agreement.
 “Akanda” shall have the meaning specified in the introductory paragraph to this Agreement.
 “Company” shall have the meaning specified in the recitals to this Agreement.
 “Effective Date” shall have the meaning specified in the introductory paragraph to this Agreement.
 “Flowr” shall have the meaning specified in the introductory paragraph to this Agreement.
 “Losses” shall have the meaning specified in Section 4.1.
 “OpCo” shall have the meaning specified in the introductory paragraph to this Agreement.
 “Purchase Agreement” shall have the meaning specified in the recitals to this Agreement.
 “Purchaser” shall have the meaning specified in the recitals to this Agreement.
 “Term” shall have the meaning specified in Section 5.1.
 “Transition Period” shall mean the period commencing on the date hereof and ending on the date
that is ninety (90) days from the date hereof, unless otherwise extended by mutual written consent of the
parties to this Agreement.  





	
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 “Transition Services” shall have the meaning specified in Section 2.1.
ARTICLE 2
TRANSITION SERVICES
Section 2.1 Transition Services of Corporation. Subject to the terms and conditions of
this Agreement, during the Transition Period, OpCo and Akanda hereby retain Flowr to provide, and Flowr,
hereby agrees to provide (or cause an Affiliate to provide, as appliable) OpCo and Akanda, with certain
transition services and products as more specifically set forth in Schedule 2.1 attached hereto and made a
part hereof (collectively, the “Transition Services”).
Section 2.2 Purpose of Transition Services. The purpose of this Agreement is to enable
Akanda and OpCo to receive the Transition Services on a transitional basis in order to: (i) enable OpCo to
continue to run its Business during the Transition Period in substantially the same manner as at the Closing
Date; and (ii) assist in an orderly and efficient transfer of the Company to the Purchaser following Closing
during the Transition Period.
Section 2.3 Compliance with Laws. All parties shall, and, if applicable, shall cause
their respective employees to, comply with all provincial, state, federal, local and foreign laws, regulations
and orders which may be applicable to the Transition Services.
Section 2.4 Quality  Control.   Flowr  shall  ensure  that  the  Transition  Services  are
provided commensurate with the standard of care, and as applicable in accordance with Law as in effect at
the time such services are rendered, as used by Flowr in the performance of the same or similar functions
for itself for the twelve (12) month period immediately preceding the Effective Date.
ARTICLE 3
FEES AND PAYMENT
Section 3.1 Fees for Transition Services.  Other than as set out in Schedule 2.1, there
will be no fees payable by the OpCo or Akanda to Flowr for the Transition Services, it being acknowledged
by  Flowr  that  its  consideration  for  providing  the  Transition  Services  is  Akanda  and  the  Purchaser
proceeding with Closing.
ARTICLE 4
INDEMNITIES
Section 4.1 OpCo shall protect, defend, indemnify and hold harmless Flowr and its
Affiliates from any and all claims, actions, causes of action, liabilities, losses, costs, damages or expenses,
including reasonable attorneys’ fees (“Losses”), which directly or indirectly arise out of or relate to the
Transition Services provided hereunder, unless such Losses result from the gross negligence or willful
misconduct of Flowr in the performance of its obligations under this Agreement.
Section 4.2 Flowr shall protect, defend, indemnify and hold harmless OpCo and its
Affiliates from any and all Losses, which directly or indirectly arise out of or relate , directly or indirectly,
to the Transition Services or any breach of  this Agreement by Flowr (including, for certainty, any failure
to provide or perform the Transition Services), unless  such  Losses result from the gross negligence or
willful misconduct of OpCo.
Section 4.3 The  indemnified  party(ies)  agrees  to  give  the  indemnifying  party:  (i)
prompt written notice of any claims made for which the indemnified party(ies) knows or reasonably should 





	
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know the indemnifying party reasonably may be liable under the foregoing indemnification; and (ii) the
opportunity  to  defend,  negotiate,  and  settle  such  claims.  The  indemnified  party(ies)  shall  provide  the
indemnifying party with all information in its possession, all authority and all assistance necessary to enable
the  indemnifying  party  to  carry  on  the  defense  of  such  suit;  provided,  however,  that  the  indemnified
party(ies) reserves the right to retain its own counsel to defend itself in such suit.
Section 4.4 No party(ies) shall be responsible to or bound by any settlement made by
the other party(ies) without the prior written consent of all applicable parties.
Section 4.5 NOTWITHSTANDING  ANY  OTHER  PROVISION  OF  THIS
AGREEMENT, IN NO EVENT SHALL A PARTY BE LIABLE TO THE OTHER PARTY(IES) OR ITS
AFFILIATES FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL
DAMAGES  OR  LOSSES  OF  ANY  KIND,  NATURE  OR  DESCRIPTION  WHATSOEVER
(INCLUDING  BUT  NOT  LIMITED  TO  LOST  PROFITS,  LOST  REVENUES  AND/OR  LOST
SAVINGS)  SUFFERED  OR  INCURRED  BY  SUCH  PARTY(IES)  OR  ITS  AFFILIATES  IN
CONNECTION WITH A BREACH OF THIS AGREEMENT BY SUCH OTHER PARTY.
ARTICLE 5
TERM AND TERMINATION
Section 5.1 This  Agreement  shall  be  effective  as  of  the  Effective  Date  and  shall
continue in effect until the earlier of (a) the last day of the Transition Period, or (b) the termination of this
Agreement in accordance with its terms. Such effective period shall be referred to herein as the “Term”.
Notwithstanding the foregoing, the parties may,  by mutual written agreement, extend the  Term of this
Agreement for all or certain Transition Services on a month-to-month basis; in which case the definition
 “Term”, shall be deemed to include such additional period.
Section 5.2 This Agreement may be terminated by OpCo or Akanda, at any time and
for any reason, by providing not less than five (5) Business Days’ prior written notice given to Flowr.
Section 5.3 The  termination  of  this  Agreement  shall  not  affect  the  rights  and
obligations of the parties arising prior to such termination.  Termination under this Article 5 shall relieve
and release all parties from any liabilities and obligations under this Agreement other than those specifically
set forth in this Article 5, those that survive termination in accordance with Section 6.12 and any and all
obligations to indemnify the other parties in accordance with Article 4. Notwithstanding any provision of
the  Purchase  Agreement  to  the  contrary,  termination  of  this  Agreement  shall  not  affect  the  rights  and
obligations of the parties under the Purchase Agreement.
ARTICLE 6
MISCELLANEOUS
Section 6.1 Force Majeure.  The parties shall not be liable for the failure or delay in
performing any obligation under this Agreement (except for the payment of money), if and to the extent
such failure or delay is due to (a) acts of God; (b) weather, fire or explosion; (c) war, terrorism, invasion,
riot or other civil unrest; (d) governmental laws, orders, restrictions, actions, embargoes or blockades; (f)
national or regional emergency, including any pandemics (including the outbreak and impact of the 2019
novel coronavirus disease), epidemics, civil disobedience; (g) injunctions, strikes, lockouts, labor trouble
or other industrial disturbances; or (h) any other event which is beyond the reasonable control of the affected
party; provided that the party affected shall promptly notify the other of the force majeure condition and
shall exert all commercially reasonable efforts to eliminate, cure or overcome any such causes and to resume
performance of its obligations as soon as possible. 





	
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Section 6.2 Governing Law.  This Agreement will be governed by and construed in
accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
Section 6.3 Independent Contractor.  The parties hereto are independent contractors in
respect of the Transition Services provided hereunder.  Nothing in this agreement is intended or shall be
deemed to constitute or create a partnership, agency, franchise, employee/employer, principal/agent or joint
venture relationship between the parties. Neither Flowr (or its Affiliates), on the one hand, nor OpCo or
Akanda, on the other hand, shall enter into any agreements or make any commitments for the other.
Section 6.4 Confidentiality and Public Announcements.
(a) Akanda,  OpCo  and  Flowr  agree  that the  terms  and  conditions  set  forth in  this
Agreement  are  strictly  confidential,  and  that  any  disclosure  made  by  one  party  to  the  other  parties  in
connection with this Agreement is confidential. The parties further agree not to use or disclose in any
manner to any other Person this Agreement, the terms hereof or any confidential information disclosed
hereunder (all of which shall be regarded as confidential information pursuant to Section 6.6 of the Purchase
Agreement) without the express written consent of the other parties.
(b) No press release, public announcement, confirmation or other communication to
the public or third parties regarding this Agreement or related matters shall be made by any party without
the prior written consent of the other parties with respect to the form, content and timing of such press
release, public announcement, confirmation or other communication to the public or third parties.
Section 6.5 Assignment.  This Agreement and the rights and obligations of the parties
hereunder shall not be assignable or delegable, in whole or in part, without the consent of the other parties
except that all parties shall have the right to assign this Agreement or delegate its duties in whole or in part
to any Affiliate.
Section 6.6 Entire  Agreement.    This  Agreement,  including  the  Schedules  hereto,
constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and
except  as  expressly  otherwise  provided  herein,  supersedes  and  cancels  all  previous  agreements,
negotiations, commitments and writings in respect to the subject matter thereof. Notwithstanding anything
to the contrary in the first paragraph of this Section 6.6 or any other provision of this Agreement and the
Purchase Agreement shall each stand as independent agreements between the parties, and after the Effective
Date each of this Agreement and the Purchase Agreement will remain in full force and effect and this
Agreement shall not be deemed superseded or amended thereby. Without limitation of the foregoing, the
provisions of the Purchase Agreement and this Agreement with respect to indemnification by Corporation
shall both remain independently effective and no such contracts shall be deemed to supersede or limit the
indemnification obligations imposed on Corporation by any other, except as may be specifically specified
therein.
Section 6.7 Successors and Assigns.  The terms and conditions of this Agreement shall
be binding upon and shall enure to the benefit of the parties hereto and their respective successors and
permitted assigns.
Section 6.8 Headings.  The headings of the Articles, Sections and subsections of this
Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement
or affect the construction hereof.
Section 6.9 Modification and Waiver.  No amendment, modification or alteration of
the terms of this Agreement shall be binding unless the same shall be in writing and duly executed by the 





	
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parties hereto, except that any of the terms or provisions of this Agreement may be waived in writing at any
time by the party which is entitled to the benefits of such waived terms or provisions.  No waiver of any of
the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provision
hereof (whether or not similar).  No delay on the part of any party exercising any right, power or privilege
hereunder shall operate as a waiver thereof.
Section 6.10 Notices.  Any notices  or demands required  by this  Agreement shall be
given in writing and shall be given by delivery in person, by electronic transmission or other standard forms
of written telecommunications, by overnight courier or by registered or certified mail, postage prepaid,
if to Flowr:

60 Adelaide Street East, Suite 1000
Toronto, ON  M5C 3E4

Attention: John Chou
E-mail:  john.chou@flowr.ca

with a copy (which will not constitute notice) to:

Wildeboer Dellelce LLP
365 Bay St. #800
Toronto, ON M5H 2V1

Attention: Jeff Hergott
E-mail:  jhergott@wildlaw.ca

if to OpCo or Akanda, to:

c/o 77 King Street West, Suite 400
Toronto-Dominion Centre
Toronto, ON M5K 0A1

Attention: Tej Virk
E-mail:  tej@akandacorp.com

with a copy (which will not constitute notice) to:

Dentons Canada LLP
77 King Street West, Suite 400
Toronto-Dominion Centre
Toronto, ON M5K 0A1
Attention: Eric Foster
E-mail:  eric.foster@dentons.com

or at such other address for a party as shall be specified by like notice.  The date of giving any such notice
shall be the date of hand delivery, the date sent by electronic transmission or other standard forms of written
communications, the day after delivery to the overnight courier service, and the date three days following
the posting of the registered or certified mail. 





	
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Section 6.11 Counterparts.    This  Agreement  may  be  executed  in  one  or  more
counterparts, each of which shall for all purposes be deemed an original and all of which shall constitute
one and the same agreement.
Section 6.12 Survival of Certain Provisions. The terms, provisions, representations, and
warranties  contained  in  this  Agreement  that  by  their  sense  and  context  are  intended  to  survive  the
performance thereof (including Article 3, Article 4 and Section 6.2, Section 6.3, Section 6.4, Section 6.5,
Section 6.7, Section 6.9, Section 6.10, Section 6.12, Section 6.13, Section 6.15, Section 6.16, and Section
6.18) by the parties hereunder shall so survive the completion of performance, expiration or termination of
this Agreement.
Section 6.13 Severability.    If  any  provision  of  this  Agreement  is  found  invalid  or
unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall continue in full
force and effect.
Section 6.14 Review by Legal Counsel.  Each of the parties agrees that it has read and
had the opportunity to review this Agreement with its legal counsel.  Accordingly, the rule of construction
that any ambiguity contained in this Agreement shall be construed against the drafting party shall not apply.
Section 6.15 Third Party Beneficiaries.  Nothing in this Agreement, express or implied,
is intended to confer upon any third party, any rights, remedies, obligations or liabilities.
Section 6.16 Purchase Agreement.  The parties expressly acknowledge and agree that
certain  provisions  of  the  Purchase  Agreement  are  incorporated  by  reference  herein,  or  by  their  terms
otherwise apply hereto and further agree that such provisions shall be given full effect in interpreting and
enforcing this Agreement.  In the event of any inconsistency between this Agreement and the Purchase
Agreement, the Purchase Agreement shall control.
Section 6.17 Cumulative  Remedies.    No  remedy  referred  to  in  this  Agreement  is
intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to in
this Agreement or otherwise available under law or at equity.
Section 6.18 Further Assurances.  Each party agrees to execute  such  further papers,
agreements, documents, instruments and the like as may be necessary or desirable to effect the purpose of
this Agreement and to carry out its provisions.

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IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Agreement  to  be  executed  by  their
respective duly authorized officers as of the date first above written.
THE FLOWR CORPORATION

Per:
Name:
Title:
 I have the authority to bind the
Corporation.

RPK BIOPHARMA UNIPESSOAL,
LDA.

Per:
Name:
Title:
 I have the authority to bind the
Corporation.

AKANDA CORP.

Per:
Name:
Title:
 I have the authority to bind the
Corporation.