Psyched Wellness Ltd. — Capital/Financing Update 2023

Sep 9, 2023

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

THIS AGREEMENT (including all schedules hereto, this "Agreement") is made as of the 31st day of August 2023 (the "Effective Date"),

B E T W E E N:

PSYCHED WELLNESS LTD., a corporation incorporated under the laws of the Province of Ontario

(the "Corporation")

– and –

GOTHAM GREEN FUND III, L.P., a limited partnership formed under the laws of Delaware

("Gotham Fund III")

– and –

GOTHAM GREEN FUND III (Q), L.P., a limited partnership formed under the laws of Delaware

("Gotham Fund III (Q)", and together with Gotham Fund III, "Gotham")

WHEREAS pursuant to a term sheet effective May 28, 2023 (the "Term Sheet") entered into between the Corporation and Gotham, the Corporation agreed to complete a nonbrokered private placement (the "Offering") of units of the Corporation (each, a "Unit") in two tranches, the first of which was closed on June 12, 2023 for aggregate proceeds of US$500,000 (the "Initial Tranche") and the second and final tranche was to be for gross proceeds of US$7,000,000;

AND WHEREAS the parties entered into an investor rights agreement effective June 12, 2023 to supersede and replace the Term Sheet (the "Original Investor Rights Agreement") and wish to amend and restate the Original Investor Rights Agreement in order to: (i) break tranche 2 in two installments, being Tranche 2A for gross proceeds of US$4,500,000 ("Tranche 2A"), and Tranche 2B for gross proceeds of US$2,500,000 ("Tranche 2B", and together with Tranche 2A, "Tranche 2") and (ii) make additional changes as provided for in this Agreement;

AND WHEREAS each Unit consists of one common share in the share capital of the Corporation (each, a "Common Share") and one Warrant (as defined herein);

AND WHEREAS affiliates and/or co-investors of Gotham may participate in the funding of each of Tranche 2A and Tranche 2B (Gotham, together with such affiliates and coinvestors, the "Investors");

AND WHEREAS in connection with the closing of the Initial Tranche, the board of directors of the Corporation (the "Board") has caused a nominee of Gotham (the "First Nominee") to be appointed to the Board;

AND WHEREAS pursuant to the policies of the CSE (as defined herein), disinterested shareholder approval was required to close Tranche 2, and such approval was obtained on July 11, 2023 at the annual general and special meeting of shareholders of the Corporation;

NOW THEREFORE, in consideration of the participation of the Investors in the Offering (including the subscription of Gotham in the Initial Tranche), the respective covenants and agreements of the parties herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Defined Terms

In this Agreement, all capitalized terms used and not defined herein are defined in Schedule 1.1 attached hereto.

1.2 Entire Agreement

This Agreement, the Confidentiality Agreement and Closing Documents referred to herein, including each Warrant certificate (in the form attached hereto as Schedule 2) executed in connection with the Initial Tranche, constitute the entire agreement and supersedes and replaces all other prior agreements and undertakings, both written and oral, among the parties hereto with respect to the Offering, including the Term Sheet and Original Investor Rights Agreement.

1.3 Schedules

The Schedules attached to this Agreement form an integral part of this Agreement for all purposes hereof.

1.4 References to Persons and Agreements

Any reference in this Agreement to a Person includes its heirs, administrators, executors, legal representatives, successors and permitted assigns, as applicable. Except as otherwise provided in this Agreement, the term "Agreement" and any reference to this Agreement, or to any other agreement, document or other instrument, includes, and is a reference to, this Agreement or such other agreement, document or other instrument, as the same may have been, or may from time to time be, amended, restated, replaced, supplemented or novated, and includes all schedules hereto.

1.5 Statutes

Except as otherwise provided in this Agreement, any reference in this Agreement to a statute refers to such statute, and all rules and regulations made thereunder, as the same may have been, or may from time to time be, amended, re-enacted or replaced.

1.6 Non-Business Days

Whenever payments are to be made, or an action is to be taken, on a day which is not a Business Day, such payment shall be made, or such action shall be taken, on or not later than the next succeeding Business Day.

1.7 No Presumption

This Agreement is the product of negotiation by the parties having the assistance of counsel and other advisers. It is the intention of the parties that no party shall be presumed to be the drafter hereof and that this Agreement not be construed more strictly with the regard to one party than to any other party.

ARTICLE 2 OFFERING TERMS

2.1 Purchase and Sale of Tranche 2A

(a) Subject to the terms of this Agreement, if Gotham delivers a Tranche 2A Closing Notice to the Corporation prior to the termination of this Agreement, then on the Tranche 2A Closing Date, the Corporation shall issue and sell to the applicable Investors, on a non-brokered private placement basis, and Gotham shall purchase, and cause the applicable Investors to purchase, Units (the "Tranche 2A Units") at a price per Tranche 2A Unit of C$0.07 in the amounts and to the Investors identified in the Tranche 2A Closing Notice, provided that the aggregate Subscription Amount of the Tranche 2A Units in the Tranche 2A Closing Notice equals US$4,500,000.

(b) The "Tranche 2A Closing Notice" shall be a notice in writing setting out the following information:

• (i) confirmation by Gotham that the Investor Closing Conditions have been satisfied or waived in respect of Tranche 2A; and
• (ii) for each applicable Investor, its name and address, the number of Tranche 2A Units it will acquire in the Tranche 2A Closing and the aggregate Subscription Amount, calculated using the Bank of Canada's closing exchange rate on the Business Day prior to the delivery of the Tranche 2A Closing Notice.

(c) For greater certainty, Gotham shall have no obligation to deliver the Tranche 2A Closing Notice to the Corporation, and no Investor shall have any obligation to purchase any Tranche 2A Units, unless and until a Tranche 2A Closing Notice is delivered to the Corporation.

(d) For greater certainty, the Corporation shall have no obligation to proceed with the Tranche 2A Closing if the Corporation Closing Conditions are not satisfied as of the Tranche 2A Closing Date.

(e) The closing of Tranche 2A (the "Tranche 2A Closing") will occur on the date the Tranche 2A Closing Notice is delivered, but in any event not later than five Business Days following the delivery of the Tranche 2A Closing Notice to the Corporation, or such other date as the Corporation and Gotham may agree in writing (such date, the "Tranche 2A Closing Date").

2.2 Tranche 2A Closing Notice

Concurrently with the execution of this Agreement, Gotham has delivered the Tranche 2A Closing Notice to the Corporation in accordance with Section 2.1.

2.3 Purchase and Sale of Tranche 2B

(a) Subject to the terms of this Agreement, if Gotham delivers a Tranche 2B Closing Notice to the Corporation prior to the termination of this Agreement, then on the Tranche 2B Closing Date, the Corporation shall issue and sell to the applicable Investors, on a non-brokered private placement basis, and Gotham shall purchase, and cause the applicable Investors to purchase, Units (the "Tranche 2B Units") at a price per Tranche 2B Unit of C$0.07 in the amounts and to the Investors identified in the Tranche 2B Closing Notice, provided that the aggregate Subscription Amount of the Tranche 2B Units in the Tranche 2B Closing Notice equals US$2,500,000.

(b) The "Tranche 2B Closing Notice" shall be a notice in writing setting out the following information:

• (i) confirmation by Gotham that the Investor Closing Conditions have been satisfied or waived in respect of Tranche 2B; and
• (ii) for each applicable Investor, its name and address, the number of Tranche 2B Units it will acquire in the Tranche 2B Closing and the aggregate Subscription Amount, calculated using the Bank of Canada's closing exchange rate on the Business Day prior to the delivery of the Tranche 2B Closing Notice.

(c) For greater certainty, Gotham shall have no obligation to deliver the Tranche 2B Closing Notice to the Corporation, and no Investor shall have any obligation to purchase any Tranche 2B Units, unless and until a Tranche 2B Closing Notice is delivered to the Corporation.

(d) For greater certainty, the Corporation shall have no obligation to proceed with the Tranche 2B Closing if the Corporation Closing Conditions are not satisfied as of the Tranche 2B Closing Date.

(e) The closing of Tranche 2B (the "Tranche 2B Closing") will occur on the date the Tranche 2B Closing Notice is delivered, but in any event not later than five Business Days following the delivery of the Tranche 2B Closing Notice to the Corporation, or such other date as the Corporation and Gotham may agree in writing (such date, the "Tranche 2B Closing Date").

ARTICLE 3 TRANCHE 2 CLOSING CONDITIONS

3.1 Conditions to Gotham's Obligations

The obligation of Gotham to complete each Tranche 2 Closing is subject to satisfaction, or written waiver by Gotham, of each of the following conditions (the "Investor Closing Conditions"):

• (a) Gotham shall, in their sole discretion, be satisfied with their legal, tax, business and other due diligence with respect to the Corporation and its business, assets, liabilities, current and future operations, condition and prospects (financial or otherwise);
• (b) The Corporation delivering to the applicable Investors certificates representing the Common Shares and Warrants, duly registered in the name of each such Investor as set out in the Subscription Agreements;
• (c) all of the representations and warranties of the Corporation in each Subscription Agreement relating to the applicable Tranche 2 Units must be accurate in all respects as if made on the applicable Tranche 2 Closing Date (unless stated to relate solely to an earlier date, in which case such representation or warranty shall be true and correct in all respects as of such earlier date) and the Corporation shall have delivered a certificate, in form and substance reasonably satisfactory to Gotham, from an officer of the Corporation, certifying the same;
• (d) the Corporation shall have received requisite shareholder approval and approval of the CSE for the issuance of the applicable Tranche 2 Units;
• (e) the Corporation shall have performed and complied with all of its covenants and agreements in this Agreement and each of the applicable Closing Documents to be performed or complied with by it prior to or at the applicable Tranche 2 Closing and the Corporation shall have delivered a certificate, in form and substance reasonably satisfactory to Gotham, from an officer of the Corporation, certifying the same;
• (f) the Corporation having delivered to each applicable Investor duly executed Subscription Agreements;
• (g) the Corporation shall have entered into new employment and/or consulting agreements with Jeffrey Stevens and David Shisel, reasonably satisfactory to Gotham (together, the "Employment Agreements"); and
• (h) the Corporation and new Board members shall have entered into indemnification agreements in the form attached as Schedule 3 (together, the "Indemnification Agreements").

3.2 Conditions to the Corporation's Obligations

The obligation of the Corporation to complete each Tranche 2 Closing is subject to satisfaction, or written waiver by the Corporation, of each of the following conditions (the "Corporation Closing Conditions" and together with the Investor Closing Conditions, the "Tranche 2 Closing Conditions"):

• (a) Gotham having delivered the applicable Tranche 2 Closing Notice to the Corporation prior to the termination of this Agreement;
• (b) the Corporation having received requisite shareholder approval and approval of the CSE for the issuance of the applicable Tranche 2 Units;
• (c) Gotham having delivered and causing each applicable Gotham Nominee to have delivered to the CSE, as applicable, personal information forms ("PIFs"), as required pursuant to the policies of the CSE;
• (d) Gotham having delivered and causing each applicable Investor to have delivered to the Corporation duly completed and executed Lock-Up Agreements;
• (e) Gotham having delivered and causing each applicable Investor to have delivered to the Corporation duly completed and executed Subscription Agreements; and
• (f) Gotham having delivered and causing the applicable Investors to have delivered to the Corporation the Subscription Amounts payable by Gotham and each applicable Investor for the applicable Tranche 2 Units in accordance with the applicable Subscription Agreements.

3.3 Obtaining Approval

The Corporation shall use reasonable efforts to obtain the requisite shareholder approval and approval of the CSE for the issuance of the Tranche 2 Units prior to the Exclusivity Expiry Date. Gotham shall use reasonable efforts to cause each Gotham Nominee to submit a PIF to the CSE as required pursuant to the policies of the CSE.

ARTICLE 4 BOARD OF DIRECTORS MATTERS

4.1 Board of Directors Nomination Rights

(a) Gotham shall be entitled to designate nominees for election or appointment to the Board (each, a "Nominee") by giving notice to the Corporation in accordance with this Article 4 as follows:

(i) On the Effective Date and for a period of 12 months thereafter, Gotham shall be entitled to designate up to one individual, being the First Nominee, to become a member of the Board, replacing one existing member of the Board and maintaining the size of the Board at seven (the "Board Size").

• (ii) On the Tranche 2A Closing Date and for a period of 12 months thereafter (the "Nomination Period"), Gotham shall be entitled to:
  • (A) designate up to one additional individual to become a member of the Board, replacing one existing member of the Board (who shall not be the First Nominee), bringing the total Board representation of Gotham to two members, and maintaining the Board Size (the "Second Nominee");
  • (B) jointly designate, with the Corporation, one individual for election to the Board, who will initially be existing Board member Nick Kadysh (the "Joint Nominee"); and
  • (C) designate for election to the audit committee of the Corporation either: (i) one of the Gotham Nominees (as defined below) or (ii) the Joint Nominee, provided that any of the foregoing individuals satisfy the eligibility criteria for such committee,
• (iii) On the Tranche 2B Closing Date and during the remainder of the Nomination Period, Gotham shall be entitled to designate up to one additional individual to become a member of the Board (together with the First Nominee and Second Nominee, the "Gotham Nominees"), replacing one existing member of the Board (who shall not be the First Nominee or Second Nominee), bringing the total Board representation of Gotham to three members, and maintaining the Board Size;

provided that, no more than three Board members may be employees or partners of the Investors or their Affiliates.

(b) Notwithstanding anything to the contrary in this Agreement, each Nominee shall, as a condition of election or appointment as a director, satisfy the following conditions as reasonably determined by the Board (such conditions referred to as the "Nominee Conditions") each Nominee shall:

• (i) have not been convicted of a summary, indictable offenses, or crime involving moral turpitude;
• (ii) have consented in writing to serve as a director of the Corporation; and
• (iii) meet the qualification requirements to serve as a director under the Business Corporation Act (Ontario) (or any equivalent statute of a jurisdiction to which the Corporation has been continued or under which it is otherwise governed), Securities Laws and the rules of the CSE or any other stock exchange on which the Common Shares are then listed.

(c) Notwithstanding anything to the contrary in this Agreement, if at any time a Gotham Nominee ceases to satisfy any of the Nominee Conditions, Gotham shall promptly cause such Gotham Nominee to tender his or her resignation from the Board, which the Board may accept or reject, and the provisions of Section 4.1(d) shall apply.

(d) In the event that a Gotham Nominee shall cease to serve as a director of the Corporation, whether due to such Gotham Nominee's death, disability, resignation, or removal, the Corporation shall, subject to Section 4.1(b) hereof, cause the Board to promptly appoint a replacement Gotham Nominee (who shall be a different person) designated by Gotham, within 10 Business Days of such event, to fill the vacancy created by such death, disability, resignation, removal, or failure to satisfy any of the Nominee Conditions, as applicable, provided that Gotham remains eligible to designate a Gotham Nominee and that the replacement Gotham Nominee satisfies the Nominee Conditions. In the event that a Gotham Nominee that is serving on the Board and at any time ceases to satisfy any of the Nominee Conditions, Gotham shall cause such Gotham Nominee to resign and the Corporation shall, subject to Section 4.1(b) hereof, cause the Board to promptly appoint a replacement Gotham Nominee (who shall be a different person) designated by Gotham, within 10 Business Days of such event, to fill the vacancy created by such failure to satisfy any of the Nominee Conditions, provided that Gotham remains eligible to designate a Gotham Nominee and that the replacement Gotham Nominee satisfies the Nominee Conditions.

(e) The appointment or election of each Nominee shall be subject to such Nominee having provided all such information as may reasonably be required by the Corporation to provide all required disclosure regarding such Nominee as may be required by Securities Laws.

(f) Following the applicable periods set forth in Sections 4.1(a)(i), 4.1(a)(ii), and 4.1(a)(iii), directors of the Corporation will be nominated, appointed and elected in the normal course.

(g) The First Nominee shall be Harrison Aaron, who was appointed to the Board effective June 19, 2023, and it is Gotham's intention that Lauren Spikes shall be the Second Nominee, who shall be appointed to the Board in accordance with Section 4.1(a)(ii).

4.2 Obligations of the Corporation re Nominees

(a) Whenever a notice is given to the Corporation in accordance with Section 4.1(a), the Corporation shall use commercially reasonable efforts to:

• (i) call a Shareholder Meeting for the purpose of considering the election of such Nominee to the Board, such Shareholder Meeting to be held on a date that is no later than 60 days following the Nominee's designation;
• (ii) arrange for the Nominee to be appointed to the Board within 10 days following the Nominee's designation to fill a vacancy; or
• (iii) a combination of the foregoing.

(b) The Corporation shall, in respect of every Shareholder Meeting, nominate for election to the Board the Nominees, and shall use its commercially reasonable efforts to obtain shareholder approval for the election of the Nominees at such Shareholder Meeting and to that end the Corporation shall:

(i) include each of the Nominees as nominees of management for election to the Board in the materials relating to the applicable Shareholder Meeting; and

(ii) solicit proxies from shareholders in favour of the election of the Nominees in a manner no less rigorous or favourable than the manner in which the Corporation supports all of its other nominees of management for election at any such Shareholder Meeting.

(c) The Corporation shall notify Gotham in writing as soon as practicable upon determining the date of any Shareholder Meeting at which directors of the Corporation are to be elected and Gotham shall advise the Corporation and Board of the name of the Gotham Nominee(s) within 10 Business Days after receiving such notice. If Gotham does not advise the Corporation of the identity of the Nominee(s) prior to such deadline, then Gotham will be deemed to have nominated its incumbent nominee(s).

4.3 Significant Expenditure Consent Right

(a) "Supermajority Board Approval" means the approval of at least five directors of the Corporation, except:

• (i) if fewer than five directors are entitled to vote on a matter, the unanimous approval of the directors entitled to vote on such matter is required, and
• (ii) if more than seven directors are entitled to vote on a matter, the approval of at least 75% of the directors is required.

(b) For 18 months following the Tranche 2A Closing Date, Supermajority Board Approval will be required for any single expenditure or group of related expenditures of the Corporation in excess of C$200,000, inclusive of, but not limited to:

• (i) multiple expenditures with a single vendor over the span of up to six months which total in excess of C$200,000; and
• (ii) new headcount additions with total annual compensation in excess of C$200,000.

4.4 Directors' and Officers' Insurance and Indemnity Agreement

The Corporation shall obtain and maintain in force a directors' and officers' insurance policy, with coverage and on terms acceptable to the Board. Each Nominee shall be entitled to the benefit of customary director's and officer's liability insurance and a contractual indemnity agreement with the Corporation in a form that is reasonably satisfactory to the Board.

ARTICLE 5 OTHER MATTERS

5.1 Exclusivity

(a) Effective as of the Effective Date until 5:00 pm Toronto time on November 8, 2023, or such other date as the parties may agree in writing (the "Exclusivity Expiry Date"), the Corporation shall not, and shall not authorize or permit any of its Affiliates or their respective directors, officers, employees, managing members, principals, advisors, and representatives (collectively, "Related Parties") to, directly or indirectly, solicit or entertain offers from, negotiate in any manner with, encourage, discuss, accept, or consider any offer or proposal of any person other than Gotham relating to an Alternative Transaction, and the Corporation shall immediately notify Gotham regarding any contact between the Corporation or its Related Parties and any other person regarding any such offer or proposal, or any related inquiry, including the terms of such communication and the identity of the person(s) involved, and will immediately furnish a copy of any related written materials to Gotham, and shall keep Gotham fully informed on a current basis of any modifications to such offer or information.

(b) Immediately upon execution of this Agreement, the Corporation shall, and shall cause its Related Parties to, terminate any and all existing discussions or negotiations with any person other than Gotham regarding an Alternative Transaction.

(c) "Alternative Transaction" means any potential equity or debt financing of the Corporation, any direct or indirect acquisition of the shares, assets, or business of the Corporation, in whole or in part, through purchase, merger, consolidation, or otherwise (other than sales of inventory in the ordinary course), and any other strategic transaction with any party other than Gotham.

5.2 Expenses

If the Investors fund Tranche 2A, the Corporation shall reimburse Gotham's reasonable and documented out of pocket expenses incurred in connection with the Transactions, up to C$15,000, on the Tranche 2A Closing Date. Except for the foregoing, each party will pay for its own costs and expenses incurred in connection with the Transactions.

ARTICLE 6 TERM

6.1 Term

This Agreement shall commence as of the Effective Date and shall continue thereafter indefinitely, unless sooner terminated as follows:

• (a) by written agreement of Gotham and the Corporation;
• (b) the date on which Gotham ceases to hold any securities of the Corporation;
• (c) if Gotham provides a notice to the Corporation that the Tranche 2B Closing will not occur; or
• (d) by the Corporation by written notice to Gotham, if Gotham has not delivered a Tranche 2B Closing Notice by the Exclusivity Expiry Date.

6.2 Effect of Termination

Upon any termination of this Agreement, the obligations in Section 4.1(a)(i), Article 9, Article 10, and such other provisions necessary to give effect thereto shall continue to apply in accordance with their terms.

ARTICLE 7 DISPUTE RESOLUTION

7.1 Arbitration

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration.

• (a) The number of arbitrators shall be one.
• (b) The seat, or legal place, or arbitration shall be the City of Toronto.
• (c) The language to be used in the arbitral proceedings shall be English.

ARTICLE 8 NOTICES

8.1 Notices

(a) Any notice or other communication (a "Notice") to be given under this agreement shall be in writing and shall be sufficiently given or made if delivered (i) in person during normal business hours on a Business Day and left with a responsible employee of the recipient; (ii) by overnight courier or registered mail postage prepaid; or (iii) by e-mail, provided the original is sent promptly by overnight courier or registered mail postage prepaid, to the parties as follows below:

(i) to the Corporation at:

Psyched Wellness Ltd. 2905 - 77 King Street West Toronto, Ontario M5K 1A2

with a copy (which shall not be deemed notice) to:

Garfinkle Biderman LLP 1 Adelaide Street East, Suite 801 Toronto, ON M5C 2V9

Attention:	Adam Fishman and Shimmy Posen
Email:	afishman@garfinkle.com
	sposen@garfinkle.com

(ii) to Gotham, at:

c/o Gotham Green Partners, LLC 1437 4th Street, Suite 200 Santa Monica, CA 90401

• (ii) Gotham shall use commercially reasonable efforts to cause its Affiliates, and each of their respective Representatives that receives Confidential Information to observe the terms of this Article 9 in respect thereof.
• (d) The disclosure restrictions contained in Section 9.1(b) do not apply to disclosure that is required by Law, any Order or any other legally binding document discovery requests. Prior to making any such disclosure, Gotham (or its Affiliates, or their respective Representatives that received Confidential Information, as applicable) shall, to the extent practicable and not prohibited by the Law, Order or legally binding request: (i) give the Corporation prompt written notice of the requirement and the proposed content of any disclosure; and (ii) at the Corporation's request and expense, co-operate with the Corporation in limiting the extent of the disclosure and in obtaining an appropriate protective order or pursuing such legal action, remedy or assurance as the Corporation deems necessary to preserve the confidentiality of the Confidential Information. If a protective order or other remedy is not obtained or the Corporation fails to waive compliance with Section 9.1(b), Gotham (or its Affiliates, or their respective Representatives that received Confidential Information, as applicable) may disclose only that portion of the Confidential Information that it is required to disclose and exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment is given to the Confidential Information disclosed.
• (e) For the avoidance of doubt, the disclosure restrictions contained in Section 9.1(b) do not apply to disclosure that is made by Gotham with the prior written consent of the Corporation, which consent shall not be unreasonably withheld, conditioned or delayed.

ARTICLE 10 GENERAL

10.1 Further Assurances

Each party shall, from time to time, and at all times hereafter, at the request of the other party, but without further consideration, do all such further acts and execute and deliver all such further documents and instruments as shall be reasonably required in order to fully perform and carry out the terms and intent hereof.

10.2 Business Days

If any deadline, expiry of any time period, or date on which a party has any obligation falls on a day which is not a Business Day, the deadline, time period or obligation shall be extended to the next following Business Day. A "Business Day" means any day except Saturday, Sunday or any other day on which chartered banks located in Toronto, Canada or Santa Monica, California are generally closed for business.

10.3 Successors and Assigns

This Agreement will enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. Except as may be expressly provided in this Agreement, neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.

10.4 Time

Time shall be of the essence in this Agreement.

10.5 Specific Performance

Irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and accordingly, the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

10.6 Governing Law and Jurisdiction

This Agreement shall be governed by, and construed and interpreted in accordance with, the Laws of the Province of Ontario and the federal Laws of Canada applicable therein, without regard to conflict of Laws principles.

10.7 Legal Advice

Each party represents and warrants that it has read and fully understood the terms and provisions of this Agreement and has had an opportunity to review it with legal counsel. The parties have executed this Agreement based upon their own respective judgment and advice of independent legal counsel, if sought.

10.8 Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

10.9 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable, that provision will be severed from this Agreement and the remaining provisions will remain in full force and effect.

10.10 Announcements

No press release, public statement or announcement or other public disclosure with respect to this Agreement or the transactions contemplated in this Agreement may be made prior to the Closing Date except in compliance with the provisions of this Agreement.

[Signature page follows]

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.

PSYCHED WELLNESS LTD.

By: Signed "Jeffrey Stevens"

Name: Jeffrey Stevens Title: Chief Executive Officer

GOTHAM GREEN FUND III, L.P.

By Gotham Green GP III, LLC, its General Partner

GOTHAM GREEN FUND III (Q), L.P.

By Gotham Green GP III, LLC, its General Partner

By: Signed "Jason Adler" By: Signed "Jason Adler" Name: Jason Adler Title: Managing Member of the General Partner

Name: Jason Adler Title: Managing Member of the General Partner

SCHEDULE 1.1 DEFINED TERMS

In this Agreement, the following terms have the meanings set out below:

• (a) "Affiliate" means, with respect to any specified Person, any other Person which, directly or indirectly, through one or more Persons, Controls, or is Controlled by, or is under common Control with, such specified Person;

• (b) "Alternative Transaction" has the meaning given to it in Section 5.1(c);

• (c) "Board Size" has the meaning given to it in Section 4.1(a)(i);

• (d) "Board" has the meaning given to it in the recitals;

• (e) "Business Day" has the meaning given to it in Section 10.2;

• (f) "Closing Documents" means the Subscription Agreements, together with the Lock-Up Agreements, Indemnification Agreements and Employment Agreements;

• (g) "Common Share" has the meaning given to it in the recitals;

• (h) "Confidential Information" means all information, data and technology disclosed to Gotham, its Affiliates or their respective Representatives, or the Gotham Nominees by or on behalf of the Corporation, its Affiliates or their respective Representatives, and any other information that Gotham, its Affiliates or their respective Representatives receives or acquires from the Corporation, its Affiliates or their respective Representatives in connection with this Agreement, provided that the following shall not constitute Confidential Information:

  • (i) information that becomes publicly available other than as a result of a breach of this Agreement;
  • (ii) information that is available to Gotham (or its Affiliates or their respective Representatives) on a non-confidential basis prior to disclosure by the Corporation, its Affiliates, or their respective Representatives;
  • (iii) information which becomes available to Gotham (or its Affiliates or their respective Representatives) on a non-confidential basis from a source or third party other than the Corporation, its Affiliates, or their respective Representatives, where such third party was not, to Gotham's knowledge, under an obligation of confidence with the Corporation, its Affiliates, or their respective Representatives at the time of such third party's disclosure to Gotham (or its Affiliates or their respective Representatives); and
  • (iv) information that was independently developed by Gotham (or its Affiliates or their respective Representatives) without using any Confidential Information.

• (i) "Confidentiality Agreement" means the confidentiality agreement dated April 21, 2023 entered into by and between Gotham Green Partners, LLC, and the Corporation;

• (j) "Control", "Controlled by" and "under common Control with", as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise, and for such purposes a Person that is a limited partnership is deemed to be Controlled by its general partner(s);

• (k) "Corporation Closing Conditions" has the meaning given to it in Section 3.2;

• (l) "CSE" means the Canadian Securities Exchange;

• (m) "Effective Date" has the meaning given to it in the recitals;

• (n) "Employment Agreements" has the meaning given to it in Section 3.1(g);

• (o) "Exclusivity Expiry Date" has the meaning given to it in Section 5.1(a);

• (p) "First Nominee" has the meaning given to it in the recitals;

• (q) "Gotham Nominees" has the meaning given to it in Section 4.1(a)(iii);

• (r) "Governmental Body" means any domestic or foreign federal, provincial, regional, state, municipal or other government, governmental department, agency, authority or body (whether administrative, legislative, executive or otherwise), court, tribunal, commission or commissioner, bureau, minister or ministry, board or agency, or other regulatory authority, including any securities regulatory authorities or stock exchange;

• (s) "Indemnification Agreements" has the meaning given to it in Section 3.1(g);

• (t) "Initial Tranche" has the meaning given to it in the recitals;

• (u) "Investor Closing Conditions" has the meaning given to it in Section 3.1;

• (v) "Investors" has the meaning given to it in the recitals, and each is an "Investor";

• (w) "Joint Nominee" has the meaning given to it in Section 4.1(a)(ii)(B);

• (x) "Law" means any and all applicable: (a) foreign or domestic constitution, treaty, law, statute, regulation, code, ordinance, principle of common law or equity, rule, municipal bylaw, Order or other requirement having the force of law; (b) policy, practice, protocol, standard or guideline of any Governmental Authority which, although not necessarily having the force of law, is regarded by such Governmental Authority as requiring compliance as if it had the force of law; and (c) rule, regulation or policy of the CSE;

• (y) "Lock-Up Agreements" means the lock-up agreement to be entered into as of the applicable Tranche 2 Closing Date by the Corporation and each applicable Investor pursuant to which each such Investor will agree to refrain from selling any applicable Tranche 2 Units (and any securities underlying such Tranche 2 Units) purchased by such Investor for a period of 12 months from the applicable Tranche 2 Closing Date, in the form attached hereto as Schedule 4;

• (z) "Nomination Period" has the meaning given to it in Section 4.1(a)(ii);

• (aa) "Nominee Conditions" has the meaning given to it in Section 4.1(b);

• (bb) "Nominee" has the meaning given to it in Section 4.1(a);

• (cc) "Offering" has the meaning given to it in the recitals;

• (dd) "Order" means any order, directive, judgment, decree, injunction, decision, ruling, award or writ of any Governmental Body;

• (ee) "Original Investor Rights Agreement" has the meaning given to it in the recitals;

• (ff) "Person" means any individual, corporation or company with or without share capital, partnership, joint venture, association, trust, unincorporated organization, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted;

• (gg) "PIFs" has the meaning given to it in Section 3.2(c);

• (hh) "Related Parties" has the meaning given to it in Section 5.1(a);

• (ii) "Representative" means, in respect of any Person, the directors, officers, employees, consultants and professional advisers of such Person;

• (jj) "Second Nominee" has the meaning given to it in Section 4.1(a)(ii)(A);

• (kk) "Securities Laws" means all applicable securities laws and the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, notices, Orders, blanket rulings and other regulatory instruments of the Securities Regulators, and all rules and policies of the CSE and any other stock exchange on which securities of the Corporation are traded;

• (ll) "Securities Regulators" means, collectively, the securities regulators or other securities regulatory authorities in each of the Provinces of Canada and in any other jurisdictions whose Securities Laws are applicable to the Corporation;

• (mm) "Shareholder Meeting" means any meeting of shareholders of the Corporation at which the election of directors to the Board is considered, and at every reconvened meeting following an adjournment or postponement thereof;

• (nn) "Subscription Agreement" means any subscription agreement by which an Investor subscribes for Units substantially in the form attached as Schedule 5;

• (oo) "Subscription Amount" has the meaning given to it in the Subscription Agreement;

• (pp) "Term Sheet" has the meaning given to it in the recitals;

• (qq) "Tranche 2 Closing Conditions" has the meaning given to it in Section 3.2;

• (rr) "Tranche 2 Closing Date" means each of the Tranche 2A Closing Date and Tranche 2B Closing Date;

• (ss) "Tranche 2 Closing Notice" means each of the Tranche 2A Closing Notice and Tranche 2B Closing Notice;

• (tt) "Tranche 2 Closing" means each of the Tranche 2A Closing and the Tranche 2B Closing;

• (uu) "Tranche 2 Units" means each of the Tranche 2A Units and Tranche 2B Units;

• (vv) "Tranche 2" has the meaning given to it in the recitals;

• (ww) "Tranche 2A Closing Date" has the meaning given to it in Section 2.1(e);

• (xx) "Tranche 2A Closing Notice" has the meaning given to it in Section 2.1(b);

• (yy) "Tranche 2A Closing" has the meaning given to it in Section 2.1(e);

• (zz) "Tranche 2A Units" has the meaning given to it in Section 2.1(a);

• (aaa) "Tranche 2A" has the meaning given to it in the recitals;

• (bbb) "Tranche 2B Closing Date" has the meaning given to it in Section 2.3(e);

• (ccc) "Tranche 2B Closing Notice" has the meaning given to it in Section 2.3(b);

• (ddd) "Tranche 2B Closing" has the meaning given to it in Section 2.3(e);

• (eee) "Tranche 2B Units" has the meaning given to it in Section 2.3(a);

• (fff) "Tranche 2B" has the meaning given to it in the recitals;

• (ggg) "Transactions" means the transactions contemplated by this Agreement;

• (hhh) "Unit" has the meaning given to it in the recitals;

• (iii) "Voting Agreement" means each support and voting agreement with any director or officer of the Corporation, under which such director or officer agrees to vote their shares at a Shareholder Meeting in favour of the issuance of Tranche 2; and

(jjj) "Warrant" means a Common Share purchase warrant entitling the holder thereof to acquire one Common Share at a price of C$0.10 per Common Share at any time for a period of sixty months from the date of issuance, subject to acceleration and the holder's right to exercise such warrant on a cashless basis.