[PARTY A] – [PARTY B]

JOINT VENTURE TERM SHEET

The following is a summary of the principal terms (the “Term Sheet”) of a proposed joint venture involving [Party B] and [Party A](the “Joint Venture”). This Term Sheet is for discussion purposes and its provisions other than those certain provisions referred to in Section 22 (Non-binding effect), do not constitute a binding agreement between the Parties. The Parties do not intend to be bound in respect of the subject matter of this Term Sheet, other than the Section referred to in Section 22 (Non-binding effect), until they enter into certain definitive agreements (each a “Definitive Agreement”) regarding the subject matter of this Term Sheet.

| Parties | [COMPANY], a company incorporated under the laws of [STATE], [COUNTRY] (hereinafter referred to as “[Party B Short]”)

[COMPANY], a company incorporated under the laws of [COUNTRY] (hereinafter referred to as “[Party A Short]”).

For the purpose of this Term Sheet, [Party B Short] and [Party A Short] shall hereinafter collectively be referred to as the “Parties” and individually as a “Party”.

The parent companies, affiliate and group companies, and the subsidiaries of the Parties, other than government departments of the State of Victoria shall abide by the terms of any Definitive Agreement or Definitive Agreements between the Parties with respect to all provisions the extent possible by law. The parent companies, affiliate and group companies, and the subsidiaries of the Parties, including the government departments of the State of Victoria shall not enter into business relationships that are directly competitive with the Joint Venture such that the products would be substantially similar to the products developed and/or commercialized directly or through license arrangements by the Joint Venture.

A Party may meet its obligations directly or by procuring that one of its group companies meets those obligations. A party may incorporate separate subsidiaries to provide its equity contributions, technical services and IP licenses.

| Purpose of Joint Venture | The Parties intend to establish the Joint Venture, the name of whichunless otherwise mutually agreed upon by the Parties, shall be “[JV Name].” The purpose of the Joint Venture shall be, inter alia, to (i) conceptualise, create and globally commercialize solutions that enable the medicinal use of cannabis products. Initially, the focus of [JV Name] shall be on: (i) the development and commercialization of strains of cannabis that produce specific spectra of terpenes and cannabinoids useful for medicinal purposes, and (ii) the commercialization and continued improvement of personal genetic tests that assist individuals in determining the correct dose and spectrum of cannabinoids to help alleviate a range of health-related conditions. The Parties may, by mutual agreement, expand the purpose of the Joint Venture to encompass other purposes, including, but not limited to, therapeutic uses of cannabis for animal health, the medicinal use of other plant-derived products and the industrial use of hemp products.