[PARTY A NAME]– [PARTY B NAME]

JOINT VENTURE TERM SHEET

The following is a summary of the principal terms (the “Term Sheet”) of a proposed joint venture involving [PARTY B NAME]and [PARTY A NAME](the “Joint Venture”). This Term Sheet is for discussion purposes and its provisions other than those certain provisions referred to in Section 23 (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 23 (Non-binding effect), until they enter into certain definitive agreements (each a “Definitive Agreement”) regarding the subject matter of this Term Sheet.

ANNEXURE A

INTELLECTUAL PROPERTY VALUE MATCHING MECHANISM

The Parties will agree on:

the value of the intellectual property (IP) being contributed by each Party (Total IP Value); and

the amount by which the value of the IP contributed by [PARTY B] ([PARTY B] IP Value) exceeds the value of the IP contributed by [PARTY A] ([PARTY A] IP Value) (IP Value Difference).

The Parties will be issued with Class B shares in the Incorporated JV (Class B Shares) reflecting the proportion of the value of the IP contributed by each of them to the Total IP Value.

For example, if the [PARTY B] IP Value is $6,000,000 and the [PARTY A] IP Value is $4,000,000, a total of 10,000,000 Class B Shares will be issued, with [PARTY B] receiving 6,000,000, and [PARTY A] will receiving 4,000,000, of the Class B Shares issued.

As long as the Class B Shares are on issue, dividends will only be paid on the Class B Shares, and they will carry no rights other than the right to dividends.

[PARTY A] will have the ability to earn another 2,000,000 Class B Shares (reflecting the IP Value Difference) (Additional Class B Shares) by ensuring that the Incorporated JV meets certain revenue milestones during the first three years of the Incorporated JV's operation, using [PARTY A]'s know-how and IP.

The revenue milestones will be determined in a manner which ensures that [PARTY A]'s know-how and IP contributes revenue equal to the IP Value Difference, which the Incorporated JV would not otherwise have earned.

On expiry of the revenue milestone period and the time for [PARTY A] to be allocated the Additional Class B Shares (Milestone Period), the Class B Shares will convert into ordinary shares of the Incorporated JV (Ordinary Shares).