SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT is made effective as of

SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT is made effective

as of March 5, 2025 (the "Execution Date")

AKANDA CORP., a corporation existing

under the laws of the Province of Ontario

(hereinafter referred to as "Purchaser")

FIRST TOWERS & FIBERS CORP.,

a corporation existing under the laws of the Province of British Columbia

(hereinafter referred to as "Company")

Certain common shareholders of Company

listed in the attached Schedule "A" (collectively, the "Shareholders", and each, a "Shareholder")

(each, a "Party" and

collectively, the "Parties")

NOW THEREFORE, in consideration of the

mutual covenants and agreements herein contained, and other good and valuable consideration (the receipt and sufficiency of which are

hereby acknowledged), the Parties covenant and agree as follows:

In this Agreement and in the recitals hereto,

unless there is something in the context or subject matter inconsistent therewith, the following terms will have the following meanings:

the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

the acquisition of the Company Shares by the Purchaser in exchange for Cash Payment or the Payment Shares, upon and subject to the terms

and conditions of this Agreement.

respect to any specified Person at any time, means each Person that, directly or indirectly, alone or through one or more intermediaries,

controls, is controlled by, or is under direct or indirect common control with, such specified Person at such time.

this share exchange agreement (including the schedules and exhibits hereto) as may be supplemented, amended, restated or otherwise modified

from time to time in accordance with the terms hereof.

"Alternative Transaction"

means any of the following (and excludes the transactions contemplated by this Agreement): (a) any merger, amalgamation, arrangement,

share exchange, take-over bid, tender offer, recapitalization, consolidation or other business combination directly or indirectly involving

Company, or any analogous transaction; (b) any acquisition of all or substantially all of the assets of Company (or any lease, long-term

supply agreement, exchange, mortgage, pledge or other arrangement having a similar economic effect); (c) any acquisition of beneficial

ownership of 50% or more of the Company Shares in a single transaction or a series of related transactions; (d) any acquisition by Company

of any assets or capital stock of another person (other than acquisitions of capital stock or assets of any other person that are not,

individually or in the aggregate, material to Company); or (e) any bona fide proposal to, or public announcement of an intention to, do

any of the foregoing on or before the End Date.

means, with respect to any Person, any and all applicable law (statutory, civil, common or otherwise), constitution, treaty, convention,

ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement, whether domestic or foreign,

enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person or its business,

undertaking, property or securities, and to the extent that they have (or are applied as if they have) the force of law, policies,

guidelines, notices and protocols of any Governmental Authority, as amended.

"Authorization" means,

with respect to any Person, any order, permit, approval, consent, waiver, license, registration, qualification, certificate or other similar

authorization of or from any Governmental Authority having jurisdiction over the Person.

"Bankruptcy and Equity Exceptions"

has the meaning set forth in Section 4.1(d).

Business Corporations Act (British Columbia).

has the meaning set forth in Section 8.8(c).

the meaning set forth in Section 2.4.

"Business Day" means

any day other than a Saturday, Sunday or a day when banks in the city of Vancouver, British Columbia are not generally open for business.

the meaning set forth in Section 2.2(b).

completion of the Transaction in accordance with the terms and conditions of this Agreement.

"Closing Date" means

the date of Closing, which shall be the fifth (5th) Business Day following the satisfaction or waiver of all conditions to

the obligations of the Parties to consummate the Transaction (other than conditions that are satisfied with respect to actions the respective

Parties will take at the Closing itself), or such other date as the Parties may mutually determine, but not later than the End Date.

"Closing Time" means

10:00 a.m. (Vancouver time) on the Closing Date, or such other time as the Parties may mutually determine.

Internal Revenue Code of 1986.

meaning set forth on the first page of this Agreement.

"Company Board" means

the board of directors of Company.

"Company Board Approval"

has the meaning set forth in Section 4.1(r).

"Company Disclosure Statement"

means the disclosure statement of the Company to be delivered by the Company to the Purchaser on or prior to the Execution Date.

means the officers and employees of the Company.

"Company Financial Statements"

means the audited consolidated financial statements of the Company for the financial years ended December 31, 2024, 2023 and 2022, and

the notes thereto, all in accordance with IFRS and audited or reviewed, as applicable, by a PCAOB-registered accounting firm, consisting

of the statements of financial position as at the period end and the accompanying statements of loss and comprehensive loss, changes in

shareholders' equity and cash flows, and all notes in respect thereof.

"Company Shareholders"

means holders of Company Shares.

has the meaning set forth on the first page of this Agreement.

"Concurrent Financing"

means, in connection with the Acquisition, the offering by the Purchaser of at least $5,000,000 (or such lesser amount if any as shall

be determined in good faith by Purchaser and the Company if Purchaser cannot successfully raise such amount based on market conditions

or other variables) of securities of the Purchaser of which the type of securities offered and offering price will be determined in the

context of the market by the Purchaser and the Company.

any contract, agreement, indenture, note, bond, mortgage, instrument, license, sublicense, franchise, lease, arrangement, commitment,

understanding or other right or obligation, whether written or oral, to which a Party or any Affiliate thereof is a party, or is bound

or affected by, or to which any of their respective properties or assets is subject.

has the meaning set forth in Section 9.1(i).

the meaning set forth in Section 9.1(h).

"Dunstan Interest Loan"

has the meaning set forth in Section 9.1(h).

"Environmental Laws"

means all Applicable Laws and agreements with Governmental Authorities and all other statutory requirements relating to public health

and as now or hereafter in effect in any way relating to protection of human health and safety, public welfare, the environment, or natural

resources, including those laws relating to the storage, handling and use of chemicals, Hazardous Substances, and those laws relating

to the Release, reporting, discharge, investigation, or remediation of waste materials and Hazardous Substances.

"Exchange Ratio" means

one Payment Share for 2.5 Company Shares, subject to appropriate adjustment to take into account the Stock Consolidation.

has the meaning set forth on the first page of this Agreement.

"F-4 Registration Statement"

has the meaning set forth in Section 8.10(a).

"Governmental Authority"

means any: (a) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department,

ministry, central bank, court, tribunal, arbitral body, commission, commissioner, board, tribunal, official, minister, bureau or agency,

domestic or foreign; (b) subdivision, agent, commission, board or authority of any of the foregoing, including the Securities Authorities;