[Party A] – [Party B]

JOINT VENTURE TERM SHEET

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

[Party A Legal Name], 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 shall abide by the terms of the final Agreement between the Parties with respect to all provisions the extent possible by law, including, but not limited to, entering into business relationships that are directly competitive with the terms and intent of the final Agreement.

| Purpose of Joint Venture | The Parties intend to establish a joint venture, the name of which shall be “[JV Company]”, inter alia to (i) conceptualise, create and globally commercialize solutions that enable the medicinal use of plant-derived products. Initially the focus of [JV Company] shall be on the development and commercialization of strains of cannabis that produce specific spectra of terpenes and cannabinoids useful for medicinal purposes and commercialize and continue to improve a personal genetics test that assists individuals in determining the correct dose and spectrum of cannabinoids to help alleviate a range of health-related conditions.

[JV Company] will make use of the core technologies and assets of both [Party A Short] and [Party B Short] to establish the foundation of the business and will also engage with third parties to license or co-develop additional technologies (e.g. metered dosing technologies) to enhance the offerings of [JV Company]. Thus the Parties anticipate that [JV Company] will license or otherwise acquire rights to make, sell and distibute products and services produced independently of assets of [Party A Short] and [Party B Short] to build a robust business that supports advances in the medicinal use of cannabis.

The long-term vision of this joint venture is based on a mutual desire of the companies to develop a world class organization that leads the industry in next generation science-based solutions that utlize plant-derived products for improving human health.

| Shareholding Proportion/ Investment | [Party B Short] and [Party A Short] will contribute in-kind assets (including intellectual property) and will each seek to providing cash funding of One Million USD ($1,000,000.00) to be contributed by August 1, 2021 such that [JV Company] will be owned [%] by [Party B Short] and [%] by [Party A Short].