PARTIES:

The Parties to this Agreement are: Cultination Private Cannabis Collective NPC, a non-profit company duly registered in terms of the Companies Act, 2008 with the Companies and Intellectual Property Commission with Registration No.: 2025/814655/08 and registered address at 20 Anderson South Road, Joostenberg Vlakte, Cape Town (the “Collective”); and the Affiliate, an individual more fully described in the Affiliate’s Schedule annexed to this Agreement (the “Affiliate”) (collectively, the “Parties”).

WHEREAS:

• The Parties acknowledge that dealing in and trading Cannabis in the adult-use market is prohibited under South African law and, however, that adults have the constitutional, human Cannabis Private-use Rights.
• The Collective is a private, non-profit company primarily established for the public benefit, community, and social welfare objective of facilitating the bona fide and collective or associational exercise by its affiliates of their constitutional Cannabis Private-use Rights in a bona fide – responsible, safe, quality-controlled, just and educated manner in line with the Collective’s Compass.
• The Affiliate is an adult who uses Cannabis, does not cultivate Cannabis by and for themselves, and seeks affiliation with and to the Collective in order to exercise their Cannabis Private-use Rights in the abovementioned, bona fide
• The Collective and the Affiliate both acknowledge that the Cannabis cultivated within Collective’s private, closed-loop and integrated ecosystem circumscribed by the Collective Cannabis Crop belongs collectively to the affiliate base of the Collective, and therefore that this Agreement neither contemplates the transfer of ownership of Cannabis from the Collective to the Affiliate, or any form of dealing or trading in Cannabis between the Parties.
• The Collective and the Affiliate enter into this Agreement as a means of recording the terms of their relationship.

WHEREFORE, THE PARTIES AGREE WITH EACH OTHER AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION
   • In this Agreement, unless otherwise indicated by context, the following words and expressions bear the meanings assigned to them and cognate expressions bear corresponding meanings:
     • “Active Subscription” means a Subscription in respect of periods during which the Affiliate may exercise the rights granted in terms of this Agreement and participate in and attend all affiliate-based events, initiatives, workshops, drives or programmes set out in the Collective’s Compass;
     • “Affiliate” means the individual adult person more fully described in Annexure A – the Affiliate’s Schedule – as a Party to this Agreement;
     • “Affiliate Information & Participation Programme” means the programme run via the Affiliates-only Private Portal detailed in article 8.10 of the Collective’s Compass established in order to meaningfully embed affiliate transparency and participation as operational aspects of the Collective and empower and oblige affiliates’ continuous engagement with and oversight of the Collective’s functioning;
     • “Affiliates-only Private Portal” means the Collective’s secure private online portal accessible exclusively to affiliates of the Collective, where the Affiliate may register as an affiliate of the Collective and, when their Subscription is Active, withdraw Collective Cannabis Products and participate in the online activities of the Collective such as the Affiliate Information & Participation Programme, and aspects of the Collective’s Educational Drive and Cultivation and Production Workshops, in accordance with this Agreement and the Collective’s Compass and any rules or policies implemented by the Collective from time-to-time;
     • “Agreement” means this Affiliation Agreement, together with any valid amendments and annexures hereto, and the Collective’s Compass incorporated herein by reference and forming part of this Agreement;
     • “Annexure” means any annexure to this Agreement and specifically includes Annexure A – the Affiliate’s Schedule;
     • “Board” means the Collective’s Board of Directors;
     • “CBD” means cannabidiol;
     • “Cannabis Private-use Rights” means the rights of an adult – to privately cultivate, possess and use Cannabis, and personally consume Cannabis in various formats, in private – based on the right to privacy entrenched in section 14 of the Constitution of the Republic of South Africa, 1996, originally confirmed in 2018 by the Constitutional Court via the Prince Privacy Judgment and now codified in the Cannabis for Private Purposes Act, 2024, which embraces the rights of adults to privately cultivate, possess, transport and consume Cannabis, whether by igniting and smoking the raw (trimmed, dried and cured) flower or by ingesting or otherwise self-administering the raw flower processed into another format;
     • “Collective” means Cultination Private Cannabis Collective NPC, duly registered as a non-profit company in terms of the Companies Act, 2008 with the Companies and Intellectual Property Commission with Registration No.: 2025/814655/08 and registered address at 20 Anderson South Road, Joostenberg Vlakte, Cape Town, duly operating as a Shared/Collective Model of Private Cannabis Collective formulated by Harambe Solutions (Pty) Ltd;
     • “Collective’s cardinal affiliation criteria” means the core affiliation criteria of the Collective set out in the Collective’s Compass and re-iterated in the Affiliate’s Schedule, Annexure A hereto;
     • “Collective Cannabis Crop” means all of the Cannabis plants belonging collectively to the affiliates of the Collective, privately cultivated in terms of the Service Level & Lease Agreements within the Collective’s closed-loop and private ecosystem in accordance with the Collective’s Compass for purposes of fulfilling the Collective’s objectives augmented in article 3 of the Collective’s Compass, primarily, empowering its affiliates to responsibly and collectively exercise their Cannabis Private-use Rights;
     • “Collective Cannabis Products” means the products belonging collectively to the affiliates of the Collective, produced from the flowers of the Collective Cannabis Crop, at the Collective’s Production Premises, in terms of the Service Level & Lease Agreements with the Collective Cultivators and Processors, in quantities circumscribed by their personal-use demands in accordance with articles 4.6 and 4.8 of the Collective’s Compass, made available for withdrawal by the Affiliate at the Collective’s Private Lounge and the Affiliates-only Private Portal in quantities circumscribed in terms of clause 1.1.2 of this Agreement, against payment of the respective Withdrawal and, where applicable, Delivery Fees;
     • “Collective’s Compass” means the written document adopted by the Board, together with any valid amendments, which guides and binds the activities of the Board and all the Collective affiliates, and augments and elaborates upon the Collective constitutional legal underpinnings, objectives, foundational operational principles, certain corporate governance mechanisms, and its affiliation criteria and registration process;
     • “Collective Cultivators and Processors” means Collective affiliates that are primarily responsible for privately cultivating and processing the Collective Cannabis Crop and producing the Cannabis Products made from the flowers of the Collective Cannabis Crop in terms of the Service Level & Lease Agreements;
     • “Collective’s Educational Drive” means the Collective’s program, variously articulated in the Collective’s Compass, designed to educate the Affiliates on aspects including: the safe, responsible and lawful exercise of their Cannabis Private-use Rights, including measures designed to reduce harms associated with Cannabis use, and the societal, physical-health (medical), psychological harms that Cannabis can mitigate when used responsibly, and the imperative to reduce the socio-economic hardships currently suffered by small-scale rural growers in Mpondoland and other regions as a result of the socio-economically inequitable trajectory of the South African Cannabis markets;
     • “Collective’s PCCMS” means the Collective’s Private Cannabis Collective Management System designed to ensure, to the fullest extent reasonably possible, that the Collective’s operations and activities, including the activities of the Collective Cultivators and Processors, comply with the law, the Collective’s Compass, the Service Level & Lease Agreements, this Agreement and any other agreements, rules or policies implemented by the Collective from time-to-time;
     • “Collective’s Production Premises” means the premises privately leased or subleased by the Collective, on behalf and for the benefit of the affiliate base of the Collective, where the Collective Cultivators and Processors cultivate, process and produce the Collective Cannabis Crop and Collective Cannabis Products in terms of the Service Level & Lease Agreements;
     • “Collective’s Private Lounge” means the affiliates-only, private premises of the Collective located at the Collective’s registered address, which the Affiliate has the right to access during operational hours and exercise their Cannabis Private-use Rights set out in this Agreement and the Collective’s Compass, such as:
       • registering as affiliates with the Collective;
       • withdrawing, physically collecting and consuming their Collective Cannabis Products; and
       • interacting with one another, and sharing and celebrating their Cannabis culture and experiences at educational, networking, social and cultural events and workshops;
     • “Confidential Information” means this Agreement, the Collective’s Compass, the Collective’s PCCMS, the Service Level & Lease Agreements, the information contained in the Collective’s accounting records or annual financial statements, any information, the Affiliates-only Private Portal and its contents, the Affiliate’s secure logon credentials for accessing the Affiliates-only Private Portal, documents, materials, technical detail, educational and program content, campaigns, prices, Affiliate lists and databases, methods of operation, knowledge, know-how, trade secrets and proprietary interests disclosed to the Affiliate at any time during the currency of this Agreement by the Collective or an associated party, which is not in the public domain;
     • “Cultivation and Production Workshops” means an express instantiation of the Collective Educational Drive, more fully fleshed out in article 4.3.2 of the Collective’s Compass, whereby the Affiliate is periodically implored to attend workshops designed specifically facilitate the meaningful and educated participation by the Affiliate in the cultivation and production of the Collective Cannabis Crop and Collective Cannabis Products;
     • “Deeds of Donation” means duly executed and bona fide deeds in terms of which Propagating Material, required for cultivation in terms of the Service Level & Lease Agreements and the fulfilment of the Collective’s objectives (outlined in the Collective’s memorandum of incorporation and augmented in the Collective’s Compass), is voluntarily and gratuitously donated to the affiliate base of the Collective without the exchange of any present or expected remuneration or consideration of any kind, whatsoever;
     • “Delivery Fee” means the fee associated with the expenses incurred by the Collective in delivering Collective Cannabis Products withdrawn by the Affiliate to the latter’s designated Delivery Address in accordance with clause 2 of this Agreement (a) periodically determined and authorised by a resolution of the Board and published at the Collective’s Private Lounge and Affiliates-only Private Portal; (b) payable by the Affiliate to the Collective
     • “Dormant Subscription” means a Subscription in respect of periods in which the Affiliate may not access the Collective’s Private Lounge and Affiliates-only Private Portal, withdraw Collective Cannabis Products, or attend and participate in Affiliate Meetings or other Collective affiliate-based meetings, activities and events;
     • “Intellectual Property” shall include all copyrights, agreements, founding documents, trademarks, trade names, source codes, processes, programs, product designs, development plans, technical drawings and designs, technology, patents, schematics, know-how, data, all software developed, owned or used, and including all improvements effected to such Intellectual Property before or after the Signature Date;
     • “Parties” means Collective and the Affiliate, and “Party” means either one of them, depending on the context;
     • “POPIA” means the Protection of Personal Information Act 4 of 2013;
     • “Propagating Material” means originating feminine Cannabis plants in the form of seeds, seedlings or clones (non-flowering cuttings in growing medium) of varying cultivars – required for the private cultivation of the Collective Cannabis Crop – donated to the affiliate base of the Collective in terms of duly executed Deeds of Donation, without the exchange of any present or expected remuneration or consideration of any kind, whatsoever;
     • “Prince Privacy Judgment” means the Constitutional Court judgment in Minister of Justice and Constitutional Development and Others v Prince (Clarke and Others Intervening); National Director of Public Prosecutions and Others v Rubin; National Director of Public Prosecutions and Others v Acton (CCT108/17) [2018] ZACC 30; 2018 (10) BCLR 1220 (CC); 2018 (6) SA 393 (CC); 2019 (1) SACR 14 (CC) handed down on 18 September 2018;
     • “Service Level & Lease Agreements” means the agreements concluded between the Collective, on behalf and for the benefit of the affiliate base of the Collective, and the Collective Cultivators and Processors, for the purpose of:
       • regularising and standardising the safe, responsible, quality-controlled and private cultivation, processing and production of the Collective Cannabis Crop and Collective Cannabis Products at the Collective’s Production Premises; and
       • privatising and closing the loop around, as well as facilitating a measure of effective control over, the ecosystem circumscribed by the Collective Cannabis Crop;
     • “Signature Date” means the date upon which the Parties conclude this Agreement in terms of clauses 4 and 15.5 of this Agreement;
     • “Subscription” means the Affiliate’s affiliation with the Collective, and is either an Active Subscription or a Dormant Subscription;
     • “THC” means delta-9-tetrahydrocannabinol;
     • “Withdrawal Fees” means the fees: (a) periodically determined and authorised by a resolution of the Board and published at the Collective’s Private Lounge and Affiliates-only Private Portal; (b) calculated on per-gram or per-milligram THC bases, depending on the respective format of the selected Collective Cannabis Product; (c)payable by the Affiliate to the Collective in respect of each withdrawal of, not in exchange for, Collective Cannabis Products; and (d) deployed by the Collective for the purpose of achieving the Collective’s objectives, augmented in article 3 of the Collective’s Compass, in accordance with the Collective’s foundational operational principles encapsulated in article 4 of the Collective’s Compass.
   • In this Agreement:
     • Clause headings and the heading of the Agreement are for convenience only and are not to be used in its interpretation;
     • Unless the context indicates otherwise, an expression which denotes:
       • any gender includes other genders;
       • a natural person includes a juristic person and vice versa;
       • the singular includes the plural and vice versa;
       • a Party includes a reference to that Party’s successors in title and assigns allowed at law; and
       • a reference to a consecutive series of two or more clauses is deemed to be inclusive of both the first- and last-mentioned clauses.
     • Any reference in this Agreement to:
       • “operational hours” shall be construed, in South African Standard Time, as being the hours periodically determined by a resolution of the Board and published at the Collective’s Private Lounge and Affiliates-only Private Portal, during which the Affiliate may, while their Subscription is Active, attend the Collective’s Private Lounge and exercise their rights in terms of this Agreement;
       • “laws” means all constitutions; statutes; regulations; by-laws; codes; ordinances; decrees; rules; judicial, arbitral, administrative, ministerial, departmental or regulatory judgements, orders, decisions, rulings, or awards; policies; voluntary restraints; guidelines; directives; compliance notices; abatement notices; agreements with, requirements of, or instructions by any Government Body; and the common law, and “law” shall have a similar meaning.
       • “person” means any person, company, close corporation, trust, partnership or other legal entity.
     • In the event of an inconsistency between the Collective’s Compass and this Agreement, the Collective’s Compass prevails unless expressly otherwise stated or clearly otherwise implied.
     • The words “include” and “including” mean “include without limitation” and “including without limitation”. The use of the words “include” and “including” followed by a specific example or examples shall not be construed as limiting the meaning of the general wording preceding it.
     • Any substantive provision, conferring rights or imposing obligations on a Party and appearing in any of the definitions in this clause 1 or elsewhere in this Agreement, shall be given effect to as if it were a substantive provision in the body of the Agreement.
     • Words and expressions defined in any clause shall, unless the application of any such word or expression is specifically limited to that clause, bear the meaning assigned to such word or expression throughout this Agreement.
     • Unless otherwise provided, defined terms appearing in this Agreement in title case shall be given their meaning as defined, while the same terms appearing in lower case shall be interpreted in accordance with their plain English meaning.
     • A reference to any statutory enactment shall be construed as a reference to that enactment as at the Signature Date and as amended or substituted from time to time.
     • Unless specifically otherwise provided, any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day falls on a day that is not a business day, the next succeeding business day.
     • If the due date for performance of any obligation in terms of this Agreement is a day which is not a business day, then (unless otherwise stipulated) the due date for performance of the relevant obligation shall be the immediately preceding business day.
     • Where figures are referred to in numerals and in words, and there is any conflict between the two, the words shall prevail, unless the context indicates a contrary intention.
     • The rule of construction that this Agreement shall be interpreted against the Party responsible for the drafting of this Agreement, shall not apply.
     • No provision of this Agreement shall (unless otherwise stipulated) constitute a stipulation for the benefit of any person who is not a Party to this Agreement.
     • Any reference in this Agreement to “this Agreement” or any other agreement or document shall, unless otherwise indicated, be construed as a reference to this Agreement or such other agreement or document, as amended, varied, novated or supplemented from time to time.
     • In this Agreement, the words “clause” or “clauses” and “Annexure” or “Annexures” refer to clauses of and annexures to this Agreement unless otherwise indicated.

2. AFFILIATE’S SPECIFIC AUTHORISATION AND RELATIONSHIP BETWEEN THE PARTIES
   • The Affiliate understands and expressly acknowledges that, for the purposes of fulfilling the Collective’s objectives, augmented in article 3 of the Collective’s Compass, certain of the Collective affiliates assume primary responsibility, as the Collective Cultivators and Processors, for the cultivation of the Collective Cannabis Crop and the production of the Collective Cannabis Products at the Collective’s Production Premises on behalf and for the benefit of all the affiliates of the Collective.
   • The Affiliate expressly authorises the Collective to accept the Deeds of Donation, and to conclude, manage and administer the Service Level & Lease Agreements on behalf and for the benefit of the Affiliate for the purposes of:
     • the responsible, private and quality-controlled production of the Collective Cannabis Crop and Collective Cannabis Products in strict accordance with the Collective’s Compass and any prescribed limits and requirements; and
     • both privatising and closing the loop around, and, in addition to the measures afforded in terms of this Agreement, empowering the Affiliate to exert a measure of effective control over, the Collective’s Production Premises and the ecosystem circumscribed by the Collective Cannabis Crop.
   • Nothing contained in this Agreement shall constitute, or be deemed to have constituted, any partnership, joint venture, employment, contractor or similar type of relationship between the Parties. No Party shall by reason of the actions of the other Party incur any personal liability as a co-partner to any third party.
3. SUBSCRIPTION FOR AFFILIATION
   • The Affiliate hereby subscribes for a non-transferable Subscription for affiliation with and to the Collective, which hereby accepts the Affiliate’s Subscription.
4. SUSPENSIVE CONDITION
   • The successful conclusion of this Agreement shall be subject to the Affiliate being duly referred to the Collective by an existing affiliate, successfully completing the Collective’s registration process, and duly executing and concluding this Agreement with the Collective.
   • If the Collective establishes that:
     • the Affiliate is ineligible for any reason, including but in no way limited to the Affiliate’s failure to conform with any of the Collective’s cardinal affiliation criteria, the Board shall communicate the Affiliate’s ineligibility, and this Agreement shall terminate immediately and automatically and shall be of no further force or effect;
     • the Affiliate has not duly and properly abided by and completed the Collective’s registration process, this Agreement shall be of no force or effect.

5. ACTIVE VERSUS DORMANT SUBSCRIPTION
   • The Affiliate’s Subscription is Active so long as the Affiliate is up to date with payment of any fees owing to the Collective in terms of this Agreement and duly withdraws Collective Cannabis Products in terms of this Agreement at least once within any consecutive 90 (ninety) day period.
   • The Affiliate’s Subscription goes Dormant when the Affiliate either falls into arrears on any fee payments owing to the Collective in terms of this Agreement or does not duly withdraw Collective Cannabis Products in terms of this Agreement at least once within any consecutive 90 (ninety) day period.
   • When Dormant, the Affiliate may re-activate their Subscription by physically attending at the Collective’s Private Lounge and duly completing a re-activation questionnaire.
6. DURATION AND TERMINATION
   • The Subscription shall commence upon the Signature Date.
   • The Subscription shall terminate automatically—
     • upon the death of the Affiliate;
     • once the Affiliate’s subscription lies Dormant for 6 (six) consecutive months;
     • upon the lapsing of 30 (thirty) calendar days’ written notice of termination of this Agreement from one Party to the other Party to this Agreement;
     • the determination by the Board that the Affiliate has misrepresented any information in relation to the Collective’s cardinal affiliation criteria; and/or
     • upon the determination by the Board, following a fair disciplinary process whereby the Affiliate is afforded the opportunity of making written and oral representations to the Board, that the Affiliate has breached a provision of this Agreement, the Collective’s Compass or any other rules, policies or procedures put into place by the Collective from time to time, or has willfully or negligently compromised the integrity of the Collective’s PCCMS in any way.
   • Upon termination of this Agreement for any reason the former Affiliate will have no rights or claims whatsoever to the benefits of either an Active Subscription or a Dormant Subscription or against the Collective.
7. WITHDRAWAL OF COLLECTIVE CANNABIS PRODUCTS
   • In-person withdrawal and collection
     • The Affiliate shall be entitled to withdraw Collective Cannabis Products in person at the Collective’s Private Lounge during operational hours provided that:
       • this Agreement is in force and the Affiliate’s Subscription is Active; and
       • the quantity of Collective Cannabis Products withdrawn by the Affiliate does not exceed the smaller of:
         • a cumulative monthly 200 (two hundred) grams of Collective Cannabis Products in the form of harvested, dried and cured flower of the Collective Cannabis Crop, or the legally prescribed equivalent thereof in milligrams THC where the Collective Cannabis Products are in the form of Cannabis flower processed into another Cannabis product format; or
         • any self-imposed limits established by the Affiliate as per the harms-reduction table in Affiliate’s Schedule.
       • Subject to clause 1.3 below, the Affiliate shall pay the applicable Withdrawal Fee in order to complete the withdrawal and obtain the right to collect (take physical possession of) the respective Collective Cannabis Products withdrawn, at which stage a duly authorised official of the Collective shall hand to the Affiliate the Collective Cannabis Product/s withdrawn by the Affiliate.
       • Prior to effecting the withdrawal via payment of the applicable Withdrawal Fee, the Affiliate has the right to visually and olfactorily evaluate and ask questions concerning the quality of the Collective Cannabis Products available for withdrawal. The Affiliate may not subsequently claim that the Collective Cannabis Product/s withdrawn are not to their satisfaction: Provided that the Collective may, in its sole and reasonably exercised discretion, decide to proportionately credit the Affiliate with an equivalent quantity of Collective Cannabis Products.
     • Online withdrawal and delivery via the Affiliates-only Private Portal
       • The Affiliate may withdraw Collective Cannabis Products via the Affiliates-only Private Portal by:
         • electing the desired Collective Cannabis Product/s within the withdrawal quantity limits prescribed in clause 1.1.2 of this Agreement; and
         • making secure online payment of the associated Withdrawal Fee in respect of the elected Collective Cannabis Product/s.
       • In addition to and simultaneously with the withdrawal process described in clause 7.2.1 above, the Affiliate shall, via the Affiliates-only Private Portal, arrange for delivery of their withdrawn Collective Cannabis Products to their Delivery Address stipulated in the Affiliate’s Schedule (the “Delivery Address”) by:
         • making payment of the associated Delivery Fee; and
         • authorising the Collective to arrange for the transport the withdrawn Collective Cannabis Products to the Delivery Address on behalf and for the benefit of the Affiliate, on the prescribed ‘Delivery Authorisation’ form.
       • The Collective shall then be obliged to:
         • arrange for transport of the withdrawn Collective Cannabis Products to the Delivery Address;
         • notify the Affiliate of the estimated delivery date and time and of any expected delays or deviations therefrom, as soon as reasonably practical; and
         • ensure that the Affiliate personally collects (takes possession of) the withdrawn Collective Cannabis Products at the Delivery Address through obtaining the Affiliate’s physical signature of a physical copy of the Delivery Authorisation.
       • If, pursuant to a withdrawal via the Affiliates-only Private Portal and delivery to the Affiliate’s Delivery Address, the Collective arranges for the delivery of Collective Cannabis Product/s that were clearly not withdrawn by the Affiliate, the Affiliate shall be entitled to notify the Collective, which shall exert its best endevours to correct the error, at no charge. However, in such a case, the Affiliate may not claim that the Collective Cannabis Product/s withdrawn are not to their satisfaction: Provided that, the Collective may, in its sole and reasonably exercised discretion, decide to proportionately credit the Affiliate with an equivalent quantity of Collective Cannabis Products.

8. AFFILIATE’S WARRANTIES, INDEMNITIES AND UNDERTAKINGS
   • The Affiliate hereby warrants to and in favour of the Collective that the Affiliate—
     • conforms to the Collective’s cardinal affiliation criteria;
     • has full legal capacity to enter into this Agreement;
     • has accurately completed and submitted Annexure A to the Collective; and
     • is familiar and fully aligns with the Collective Compass.
   • The Affiliate assumes legal risks and indemnifies the Collective, the Collective’s Cultivators and Processors, the Collective’s employees, contractors, agents and authorised representatives and holds any and all of them harmless against—
     • any breaches of the Service Level & Lease Agreements;
     • any claims, charges, criminal prosecutions and any legal or other costs associated with any contraventions of laws relating to the production and consumption of the Collective Cannabis Crop and Products; and
     • any direct, indirect, incidental, special or consequential loss or damages which might arise from the Affiliate’s association with and affiliation with the Collective, including but not limited to damages, losses or harms to person or property that the Affiliate may incur while at the Collective’s Private Lounge.
   • The Affiliate is prohibited from selling the withdrawn Collective Cannabis Products to anyone and undertakes to safely, responsibly, and personally consume the Collective Cannabis Products away from children and in private spaces to which they have legal rights of access to the exclusion of the public, and in accordance with all laws governing the private consumption of Cannabis.
   • The Affiliate permits the Collective to monitor their withdrawals, and advise the Affiliate in instances including but not limited to:
     • the Affiliate tending towards their prescribed withdrawal limits in a given month; and
     • the Affiliate withdrawing Collective Cannabis Products that seem, in the Collective’s reasonably exercised discretion, stronger than what the Affiliate is accustomed to consuming,

in accordance with the Harm Reduction Table included in Annexure A, in the interests of the Affiliate’s harm-reduced consumption of Cannabis.

• The Affiliate acknowledges and agrees that the closed-loop production of the Collective Cannabis Crop is governed by Article 4.8 of the Collective’s Compass and the associated records maintained in the Collective’s PCCMS, that:
  • the Collective implements a Quota system linking the number of Affiliates to the number of viable flowering Cannabis plants within the ecosystem delineated by the Collective Cannabis Crop;
  • the Quota ratio may be varied by unanimous resolution of the Board in response to plant-health, yield, or affiliation factors; and
  • the Affiliate’s entitlement to access or withdraw Collective Cannabis Products is not fixed or guaranteed in quantity, but remains subject to the prevailing Quota ratio, the Collective’s general and the Affiliate’s self-imposed withdrawal limits, and availability.
• The Affiliate expressly acknowledges and understands that:
  • they have been provided access to the Collective’s Compass, which is incorporated into and forms part of this Agreement;
  • their failure to engage in the Affiliate Information & Participation Programme in accordance with article 8.10 of the Collective’s Compass shall, in the absence of a reasonable excuse, constitute a material breach of this Agreement;
  • they own the Collective Cannabis Crop, collectively, alongside all of the other affiliates of the Collective and that all of the Collective affiliates hold substantively the same rights to the Collective Cannabis Crop and Products as the Affiliate does;
  • the Collective was established for the express objective, augmented in article 3 of the Collective’s Compass, of empowering the Collective affiliates to lawfully, safely and responsibly, collectively and actively exercise their Cannabis Private-use Rights in a bona fide manner;
  • the Collective goes to considerable efforts to conclude and administer the Service Level & Lease Agreements and arrange the Collective’s Educational Drive and the Cultivation and Production Workshops with the Collective Cultivators and Processors designed to facilitate the Affiliate’s exertion of a measure of effective control over the Collective’s Production Premises and personal and active participation in the production of the Collective Cannabis Crop and Products; and
  • the potential criminal legal risks that their fellow affiliates, the Collective Cultivators and Processors, assume in fulfilling their duties in terms of the Service Level & Lease Agreements must be mitigated to the extent possible.
• Notwithstanding the meaningful measure of effective control exerted by the Affiliate over the Collective’s Production Premises and participation in the closed-loop production of the Collective Cannabis Crop and Products, the Affiliate thus expressly:
  • assumes all legal responsibility for failing to exercise their Cannabis Private-use Rights via the Collective’s Educational Drive and the Cultivation and Production Workshops and indemnifies the Collective against any losses or damages (including any associated legal costs) the Collective may suffer as a result of such failure; and
  • accepts that the Collective, with the intention of protecting and mitigating the risks assumed by the Collective Cultivators and Processors, shall not be obliged to disclose the locations of the Collective’s Production Premises to the Affiliate without the express written consent of the respective Collective Cultivators or Processors.

9. THE COLLECTIVE’S WARRANTIES AND UNDERTAKINGS
   • The Collective hereby undertakes to—
     • consistently and diligently update and maintain the Collective’s PCCMS and all the forms and standards of its associated modules and standard operating procedures;
     • report to the Affiliate on the financial health of the Collective, including explanations, at the Affiliates Meetings, regarding how the proceeds generated by the Collective are deployed towards the achievement of the Collective’s objectives augmented in article 3 of the Collective’s Compass;
     • keep an accurate register of the total Collective Cannabis Products withdrawn by the Affiliate since the beginning of their Subscription, and within each month of affiliation during which the Affiliate’s Subscription is Active and shall notify the Affiliate when the Affiliate has reached their withdrawal limits in a given month; and
     • continuously provide the Affiliate with meaningful opportunities to actively participate in the ongoings and events of the Collective and to exercise their Cannabis Private-use Rights and exert a measure of effective control over the Collective’s Production Premises and personal and active participation in the production of the Collective Cannabis Crop and Products in line with the rights entrenched in terms of the Collective’s Educational Drive and Cultivation and Production Workshops in terms of the Collective’s Compass.
   • The Collective acknowledges that the proper discharge of the obligations and associated cultivation and processing standards imposed upon the Collective Cultivators and Processors in terms of the Service Level & Lease Agreements is material to the Affiliate’s continued affiliation with the Collective.
   • The Collective shall take all reasonable measures to ensure that the Collective Cultivators and Processors adhere to the terms and conditions, and obligations outlined in the Service Level & Lease Agreements including maintaining relevant aspects of the Collective’s PCCMS, and that the cultivation, processing and production processes consistently meet the specified agricultural standards. Such measures include, but are not limited to:
     • Collective Processors conducting hazard analysis and critical control point analyses designed in order to ensure the Collective Cannabis Products are safe for the Affiliate’s consumption;
     • periodic certified laboratory testing of samples of Collective Cannabis Products delivered by the Collective Cultivators and Processors to the Collective, destined for potential withdrawal by the Affiliate for levels of THC and CBD, in accordance with article 4.6.4 of the Collective’s Compass;
     • prompt and collaborative implementation of corrective actions designed to assist non-compliant Collective Cultivators and Processors to comply with the Service Level & Lease Agreements within a reasonable timeframe; and
     • where Collective Cultivators and Processors fail to reasonably implement the appropriate corrective action recommended by the Collective, disciplinary action and potentially termination of the respective Service Level & Lease Agreement.
   • The Collective shall implement and maintain comprehensive quality control measures to identify and rectify any issues related to weighing, packaging, or labeling that may affect the safety, quality, or compliance of the Collective Cannabis Products, and undertakes to ensure that the Collective Cannabis Products are:
     • weighed using properly calibrated equipment to maintain precision;
     • packaged in compliance with industry standards and any applicable regulations to prevent contamination and preserve quality, in a manner that ensures their integrity, safety, and protection during transportation and storage at the Collective’s Private Lounge; and
     • labelled with at least the following information: labelled with at least the following information: cultivar, net weight or volume, THC and CBD content (as applicable), batch number and date.
   • The Collective shall monitor the quantities and concentration/strength of Collective Cannabis Products withdrawn by the Affiliate and reasonably exercise its discretion in advising the Affiliate of the potential harms associated with their increased frequency and concentration/strength of Cannabis consumption when, in the Collective’s reasonable assessment of the Affiliate’s withdrawal and consumption habits at the Collective, doing so is reasonably necessary to reduce such potential harms.
   • The Collective does not make any undertakings or warranties in respect of any specific level of potency, or any cannabinoid or terpene concentration and content in respect of the Collective Cannabis Products.
10. AFFILIATES’ USE OF THE AFFILIATES-ONLY PRIVATE PORTAL
    • The Affiliate agrees that they use the Affiliates-only Private Portal and any information, content, or services provided through the Affiliates-only Private Portal at their own risk.
    • The Collective makes no representations or warranties of any kind, express or implied, regarding the accuracy, completeness, reliability, or suitability of the information, content, or services provided via the Affiliates-only Private Portal.
    • The Affiliates-only Private Portal is provided on an ‘as is’ basis without any warranties, whether expressed or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
    • The Collective does not guarantee the continuous availability, uninterrupted access, or error-free functionality of the Affiliates-only Private Portal. The Affiliate acknowledges that the Affiliates-only Private Portal may be subject to downtime, technical issues, or other disruptions.
    • The Affiliate is solely responsible for ensuring the security and confidentiality of any secure login credentials and any information submitted or accessed through the Affiliates-only Private Portal and acknowledges that any compromise or unauthorised use of secure login credentials shall constitute a material breach of this Agreement.
    • The Affiliate hereby indemnifies the Collective against any loss, claim or damage which may be suffered by the Affiliate or any third party arising in any way from the Affiliate’s use or from any other innocent, negligent, or intentional unauthorised use or misuse of the Affiliates-only Private Portal.
    • The Collective may modify, update, or discontinue the Affiliates-only Private Portal or any part thereof at any time without prior notice and the Affiliate indemnifies and holds the Collective harmless against any consequences of such modifications, updates, or discontinuation.
11. INDEMNITY

Each Party hereby agrees to indemnify and hold the other Party (and/or its office holders, affiliates, agents, employees, contractors, assigns, and/or nominees) harmless from and against any claims for damages by any third parties as a result of a breach by a Party of any of its obligations or warranties as set out herein, including (without limitation) all legal costs on a scale as between attorney and own client, should applicable law permit the granting of costs on such a scale.

12. PROTECTION OF PERSONAL INFORMATION
    • The Collective shall take all reasonable measures to protect the Affiliate’s privacy and personal information.
    • As a part of the application process, the Affiliate must complete the Affiliate’s Schedule, which includes the Affiliate’s personal information including but not limited to name, surname, identity number, date of birth, email address, physical address and mobile number.
    • The Affiliate must inform the Collective of any change to their personal information as soon as reasonably possible.
    • To the extent that the Affiliate provides additional (unsolicited) personal information to the Collective, the Affiliate agrees to provide accurate and current information, and not to misrepresent any person.
    • The Collective will not, without the Affiliate’s express consent, use or process the Affiliate’s personal information such as the Affiliate’s withdrawal records, and participation history in Collective activities, for any purpose other than where required for the proper performance by the Collective of its duties under this Agreement or where otherwise expressly required or permitted in terms of POPIA.
    • The Affiliate indemnifies the Collective against any claims that may arise as a result of a failure on the part of the Collective to comply with any provision of POPIA.
13. CONFIDENTIALITY AND INTELLECTUAL PROPERTY
    • The Affiliate shall not use, copy, disclose to a third party or in any manner process the Confidential Information at any time or for any reason whatsoever. If the Affiliate is uncertain whether information is confidential, the Affiliate shall be required to treat such information as confidential until the Affiliate obtains the Collective’s written clearance that such information is not confidential: Provided that where the Affiliate is, by virtue of an order of court or by operation of law, required to disclose Confidential Information, the Affiliate shall be permitted to do so but is obliged to notify the Collective in writing before doing so.
    • The Parties shall each retain all Intellectual Property created or owned by them before, during or after the term of this Agreement. Nothing contained herein shall be construed as alienating, encumbering, transferring, licensing or otherwise dealing with the intellectual property of either Party.
14. SERVICE ADDRESS

Each of the Parties choose domicilium citandi et executandi for the purposes of the giving of any notice, the proof of payment of any sum, the serving of any process and for any other purposes arising from this Agreement via the email address or WhatsApp number stipulated in Annexure A or notification via the Affiliates-only Private Portal, or WhatsApp or email addresses provided in the Affiliate’s Schedule, Annexure A of this Agreement. Such notices are deemed to be received upon two ticks reflecting on the sending Party’s device when submitted by WhatsApp and, unless the email bounces, at the time of submission when the sending Party submits by email.

15. GENERAL
    • Entire Agreement and Variation: This Agreement contains the entire agreement between the Parties and neither Party shall be bound by any undertakings, representations, warranties, promises or the like not recorded herein. The Collective has the right to vary, amend, update, change or replace any part of this Agreement at its sole discretion. Any amendment, update, change or replacement of this Agreement and provisions shall be delivered to the Affiliate.
    • Force Majeure: No Party shall be required to perform or be liable for loss or damage suffered by the other Party if caused by: unavailability of labour, strikes, or lockouts; shortages of equipment, materials, supplies, transportation or water; the elements; adverse weather conditions; unavoidable casualties; war; hostilities; governmental action or order; delays caused by governmental authorities or the inability to obtain required governmental approvals; mechanical breakdown, power failures; civil disorder; acts of God; epidemic, pandemic or other widespread disease, or any other events beyond the Party’s reasonable control (individually and collectively, a “Force Majeure”), and the date of completion for such obligation shall be extended (but not excused) by the period of time taken by any such delay. Notwithstanding the foregoing, the Parties shall remain obligated to pay any sums of money owed by either of them to the other pursuant to this Agreement.
    • Further Assurance: The Parties shall co-operate with each other and execute and deliver to the other of them such other instruments and documents and take such other actions as may be reasonably requested of either of the Parties from time to time in order to carry out, evidence and confirm its rights and the intended purpose of this Agreement.
    • Offer and Acceptance: By presenting this Agreement to the Affiliate, the Collective has formally offered to enter into this Agreement with the Affiliate. The Affiliate acknowledges that their acceptance of this Agreement on the Signature Date in terms of clause 5 below is the sole and exclusive act required for the execution and conclusion of this Agreement and that no additional formalities, signatures, or approvals are required for this Agreement to become legally binding. This Agreement becomes effective on the Signature Date, being the date that the Affiliate electronically accepts this Agreement as provided for in clause 15.5 below.
    • Electronic Execution of this Agreement: The Parties acknowledge and agree that no handwritten or physical signatures are required to conclude and render this Agreement duly executed and enforceable. The Parties expressly acknowledge and agree that the date on which the Affiliate ticks the designated acceptance box (provided on the Collective’s Website indicating acceptance of this Agreement) is the Signature Date and that the Affiliate’s act of ticking the designated acceptance box constitutes the formal conclusion and execution of this Agreement. As soon as reasonably practicable, the Collective shall submit an electronic copy of this Agreement to the Affiliate, including a confirmation of the Signature Date. By concluding this Agreement electronically, the Affiliate consents to receive communications, notices, and updates related to this Agreement electronically, either through the Affiliates-only Private Portal, or via the WhatsApp or email addresses provided in the Affiliate’s Schedule. This Agreement may only be terminated as provided in the terms of the Agreement.
    • Cumulative Rights and Remedies: The rights and remedies of the Parties under this Agreement are cumulative and in addition to any rights and remedies provided by law.
    • Indulgences: No indulgence, leniency or extension of time which any Party (“the grantor”) may grant or show to the other shall operate as an estoppel or in any way prejudice the grantor or preclude the grantor from exercising any of its rights in the future.
    • Severability: Notwithstanding anything to the contrary contained in this Agreement or implied by law, each term of this Agreement is separate and severable from the other terms of this Agreement. If any term of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, that term alone shall be treated as invalid and shall in no way affect the validity of the remaining terms of this Agreement.
    • Governing Law and Jurisdiction: This Agreement shall be governed by and interpreted in accordance with the law of the Republic of South Africa. All disputes, actions and other matters in connection with this Agreement shall be determined in accordance with such law. The Parties hereby consent to the adjudication of any dispute, to the degree that such dispute is not otherwise clearly regulated in terms of this Agreement, by any South African court of competent jurisdiction.