[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 only and is not intended to be construed as a binding agreement. The Parties do not intend to be bound until they enter into certain definitive agreements (each a “Definitive Agreement”) regarding the subject matter of this Term Sheet.

Please sign this page in the space provided below merely as an acknowledgement of your receipt of this Term Sheet and your review and consideration of the proposed provisions set forth herein as the basis of Definitive Agreements in support of the Parties’ mutual intention to enter into the Joint Venture. Please return to [PARTY A]an executed copy of this Term Sheet to the attention of ____________________________ on or before the end of business on the ____ day of April 2021.

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

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

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 any Definitive Agreement or Definitive Agreements 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 Joint Venture or in conflict with the terms, conditions and intent of such Definitive Agreements.

| Purpose of Joint Venture | The Parties intend to establish the Joint Venture, the name of which, unless otherwise mutually agreed upon by the Parties, shall be “[JV ENTITY].” The purpose of the Joint Venture shall be, inter alia, to (i) conceptualise, create and globally commercialize solutions that enable the medicinal use of plant-derived products. Initially, the focus of [JV ENTITY] 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 commercialize 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.

[JV ENTITY] shall make use of the core technologies and assets of both [PARTY A SHORT] and [PARTY B SHORT] as the same is contributed to the Incorporated JV to establish the foundation of the business. [JV ENTITY] shall also engage with third parties to license or co-develop additional technologies (e.g. metered dosing technologies) to enhance the offerings of [JV ENTITY]. Thus, the Parties anticipate that [JV ENTITY] shall license or otherwise acquire rights to make, sell and distibute products and services produced either independently of assets of [PARTY A SHORT] and [PARTY B SHORT] or in conjunction therewith to build a robust business that supports advances in the medicinal use of cannabis.