Common use of OPERATION OF JOINT VENTURE Clause in Contracts

OPERATION OF JOINT VENTURE. 6.01 During the period commencing on the Execution Date until the third anniversary of the Execution Date, the Management Committee may enter into certain management agreements (the "Management Agreements") with certain employees or consultants of the Business pursuant to which such individuals will receive compensation to be specified for a period to be specified in the applicable Management Agreement (the "Management Compensation"). The Management Compensation shall be payable out of the gross profits of the Business provided however that any shortfall due to insufficient gross profits shall be paid by the Joint Venture. 6.02 Funds required from time to time by the Parties to operate the Business will be obtained first by funding as to 55% by Lexaria and 45% by Enertopia into a jointly held and controlled bank accounts. If a Party wishes to obtain a Joint Venture Loan to fund their required contribution to the Joint Venture, they shall first provide the other Party with particulars of the terms of any such proposed Joint Venture Loan including the amount of any commitment or other loan fees, the security required by the lender and other terms and conditions, and shall not finalize any such Joint Venture Loan without the prior written approval of the other Party, such approval not to be unreasonably delayed or withheld. No Party may encumber the Business nor offer the Business as security without the express written permission of all other Parties to the Business. 6.03 Any Joint Venture Loan entered into in accordance with Section 6.03 hereof shall be borne by the Parties hereto pro rata in proportion to their Costs Interest at the time of demand for payment by such bank or institution and if any of the Parties discharge any liabilities of the Parties either directly or pursuant to such guarantee given hereunder then the Party discharging the liabilities shall have the right to be reimbursed by the Party or Parties not so contributing so that in the end result each of the Parties shall have contributed in proportion as aforesaid. 6.04 Commencing on the Execution Date, the Net Profits shall be distributed to each of the Parties in proportion to their respective Revenue Interests on a quarterly basis provided however for the 12 months following the date of Health Canada granting a license under the MMPR, each party shall re-invest 80% of the portion of Net Profits received by it back into the Business for the further development of the Business. Thereafter any reinvestment of Net Profits by the Parties shall be determined by the Management Committee. The Parties agree to the estimated Cash Flow calculation for the 12 months following the Execution Date set forth in Schedule "A" hereto. Net Profit Distribution to take place from the Joint Venture Bank account to the respective Party bank accounts within 10 days of the quarterly financial statement delivery. 6.05 If funds are required for the operation of the Business, or other expenses related to the Business, then the Parties agree to advance such funds in accordance with their Cost Interests (the "Contribution"), upon the demand of the Management Committee. 6.06 If either Party (the "Defaulter") fails to provide his or her Contribution within 20 business days from the date required by the Management Committee (the "Deficiency"), then the Party who has paid its Contribution may give written notice to the Defaulter to pay its Deficiency. If such Defaulter does not pay its Deficiency within 45 days of such notice, that Party making its own Contribution as required (the "Contributor") will not be required to but may pay all or any part of the Deficiency on behalf of the Defaulter. If the Contributor pays all or any part of the Deficiency on behalf of the Defaulter: (a) The total amount advanced by the Contributor on behalf of the Defaulter will be aggregated from time to time and interest will accrue on the same from the date or dates of such contribution at a rate of interest equal to that charged by the Royal Bank of Canada’s prime rate plus six percent. Such total amount and all interest accrued and unpaid thereon from time to time will be herein called the "Deficiency Contribution"; (b) Any Deficiency Contribution will be Payable by the Defaulter to the Contributor on demand by the Contributor. 6.07 Each Party agrees to indemnify and save harmless the other from and against any loss, costs or damages it may suffer as a result of its failure to pay for its Ownership Interest of the amounts due and owing under the Business.

OPERATION OF JOINT VENTURE. 6.01 During the period commencing on the Execution Date until the third anniversary of the Execution Date, the Management Committee GCL may enter into certain management agreements (the "Management Agreements") with certain employees or consultants of the Business GCL pursuant to which such individuals will receive compensation to be specified of $5,000 per month for a period to be specified in the applicable Management Agreement (the "Management Compensation"). The Management Compensation shall be payable out of the gross profits of the Business provided however that any shortfall due to insufficient gross profits shall be paid by the Joint VentureEnertopia. 6.02 Funds required from time to time by the Parties to operate the Business will be obtained first obtained, to the greatest extent possible, by funding as to 55% by Lexaria and 45% by Enertopia into borrowing from a jointly held and controlled chartered bank accountsor other institutional lender. If a Party wishes to obtain a Joint Venture Loan to fund their required contribution to the Joint VentureLoan, they shall first provide the other Party with particulars of the terms of any such proposed Joint Venture Loan including the amount of any commitment or other loan fees, the security required by the lender and other terms and conditions, and shall not finalize any such Joint Venture Loan without the prior written approval of the other Party, such approval not to be unreasonably delayed or withheld. No Party may encumber the Business nor offer the Business as security without the express written permission of all other Parties to the Business. 6.03 Any Joint Venture Loan entered into in accordance with Section 6.03 hereof shall be borne by the Parties hereto pro rata in proportion to their Costs Ownership Interest at the time of demand for payment by such bank or institution and if any of the Parties discharge any liabilities of the Parties either directly or pursuant to such guarantee given hereunder then the Party discharging the liabilities shall have the right to be reimbursed by the Party or Parties not so contributing so that in the end result each of the Parties shall have contributed in proportion as aforesaid. 6.04 Commencing on the Execution Date, the Net Profits shall be distributed to each of the Parties in proportion to their respective Revenue Ownership Interests on a quarterly basis provided however for the 12 months following the date of Health Canada granting a license under the MMPR, Effective Date each party shall re-invest 80% of the portion of Net Profits received by it back into the Business for the further development of the Business. Thereafter any reinvestment of Net Profits by the Parties shall be determined by the Management Committee. The Parties agree to the estimated Cash Flow calculation for the 12 months following the Execution Date set forth in Schedule "AB" hereto. Net Profit Distribution to take place from the Joint Venture Bank account to the respective Party bank accounts within 10 days of the quarterly financial statement delivery. 6.05 If funds are required for the operation of the Business, or other expenses related to the Business, then the Parties agree to advance such funds in accordance with their Cost Interests Ownership Interest (the "Contribution"), upon the demand of the Management Committeeeither Party. 6.06 If either Party (the "Defaulter") fails to provide his or her Contribution within 20 10 business days from the date required by the Management Committee other Party (the "Deficiency"), then the Party who has paid its Contribution may give written notice to the Defaulter to pay its Deficiency. If such Defaulter does not pay its Deficiency within 45 days of such notice, that Party making its own Contribution as required (the "Contributor") will not be required to but may pay all or any part of the Deficiency on behalf of the Defaulter. If the Contributor pays all or any part of the Deficiency on behalf of the Defaulter: (a) The total amount advanced by the Contributor on behalf of the Defaulter will be aggregated from time to time and interest will accrue on the same from the date or dates of such contribution at a rate of interest equal to that charged by the Royal Bank of Canada’s prime rate plus six three percent. Such total amount and all interest accrued and unpaid thereon from time to time will be herein called the "Deficiency Contribution"; (b) Any Deficiency Contribution will be Payable by the Defaulter to the Contributor on demand by the Contributor. 6.07 Each Party agrees to indemnify and save harmless the other from and against any loss, costs or damages it may suffer as a result of its failure to pay for its Ownership Interest of the amounts due and owing under the Business.

OPERATION OF JOINT VENTURE. 6.01 During 5.01 The Parties acknowledge that any regulated substance such as cannabis oil is handled and transacted only by local and state-licensed entities in all applicable jurisdictions. Evidence of proper business insurance may be required. 5.02 After funds from the period commencing on Initial Contribution have been depleted, and before the Execution Date until the third anniversary completion of the Execution DateEquity Financing, the Management Committee may enter into certain management agreements (the "Management Agreements") with certain employees or consultants of the Business pursuant to which such individuals will receive compensation to be specified for a period to be specified in the applicable Management Agreement (the "Management Compensation"). The Management Compensation shall be payable out of the gross profits of the Business provided however that any shortfall due to insufficient gross profits shall be paid by the Joint Venture. 6.02 Funds subsequent funds required from time to time by the Parties to operate the Business will be obtained first by funding as to 5550% by Lexaria and 4550% by Enertopia NeutriSci into a jointly held and controlled the bank accountsaccount of Newco. If a Party wishes to obtain a Joint Venture Loan loan for the Business to fund their required contribution to the Joint Venture, they shall first provide the other Party with particulars of the terms of any such proposed Joint Venture Loan loan including the amount of any commitment or other loan fees, the security required by the lender and other terms and conditions, and shall not finalize any such Joint Venture Loan loan without the prior written approval of the other Party, such approval not to be unreasonably delayed or withheld. No Party may encumber the Business nor offer the Business as security without the express written permission of all other Parties to the Business. 6.03 Any Joint Venture Loan entered into in accordance with Section 6.03 hereof shall be borne by 5.03 Commencing not sooner than six (6) months following the Parties hereto pro rata in proportion to their Costs Interest at the time of demand for payment by such bank or institution and if any of the Parties discharge any liabilities of the Parties either directly or pursuant to such guarantee given hereunder then the Party discharging the liabilities shall have the right to be reimbursed by the Party or Parties not so contributing so that in the end result each of the Parties shall have contributed in proportion as aforesaid. 6.04 Commencing on the Execution Effective Date, the Net Profits as defined by audited quarterly financial statements prepared under IFRS (or US GAAP) shall be distributed to each of the Parties in proportion to their respective Revenue Interests then-current equity ownership interests on a quarterly basis provided however for in arrears, but only after and the 12 months following amount in excess of a net profit operating balance of CDN$500,000 has been established. Then-current equity ownership interest shall mean the date of Health Canada granting lowest percentage equity ownership interest experienced by a license under the MMPR, each party shall re-invest 80% of the portion of Net Profits received by it back into the Business for the further development of the Business. Thereafter Party at any reinvestment of Net Profits by the Parties shall be determined by the Management Committee. The Parties agree to the estimated Cash Flow calculation for the 12 months following the Execution Date set forth point in Schedule "A" hereto. Net Profit Distribution to take place from the Joint Venture Bank account to the respective Party bank accounts within 10 days of the quarterly financial statement deliveryany Newco fiscal quarter. 6.05 If funds are required for the operation of the Business, or other expenses related to the Business, then the Parties agree to advance such funds in accordance with their Cost Interests (the "Contribution"), upon the demand of the Management Committee. 6.06 5.04 If either Party (the "Defaulter") fails to provide his or her Contribution its contribution to the Business within 20 twenty (20) business days from the date required by the Management Committee (the "Deficiency"), then the Party who has paid its Contribution contribution may give written notice to the Defaulter to pay its Deficiency. If such Defaulter does not pay its Deficiency within 45 forty-five (45) days of such notice, that Party making its own Contribution contribution as required (the "Contributor") will not be required to but may pay all or any part of the Deficiency on behalf of the Defaulter. If the Contributor pays all or any part of the Deficiency on behalf of the Defaulter: (a) The total amount advanced by the Contributor on behalf of the Defaulter will be aggregated from time to time quarterly and interest will accrue on the same from the date or dates of such contribution at a rate of interest equal to that charged by the Royal Bank of Canada’s prime rate plus six percent10 percent (10%). Such total amount and all interest accrued and unpaid thereon from time to time will be herein called the "Deficiency Contribution"; (b) Any Deficiency Contribution will be Payable by the Defaulter to the Contributor on demand (the “Demand Notice”) by the Contributor. 6.07 Each Party (c) Any Deficiency Contribution payment that has been demanded and not paid within 30 days of such demand notice shall be immediately, and without further notice by the Contributor, convertible at the exclusive option of the Contributor into 1% of ownership interest of Newco for every CDN$10,000 of the Deficiency Contribution including unpaid interest. The Defaulter in this case agrees to indemnify enter a purchase and save harmless sale agreement with the Contributor 30 days following the Demand Notice that will effect the sale of Defaulter’s ownership interest in Newco to Contributor at the rate of 1% of ownership for every CDN$10,000 of Deficiency Contribution paid by Contributor, including unpaid interest. 5.05 The President shall present to the Directors for review and approval a one-year business plan and one-year budget within fourty-five (45) days of the Effective Date. The business plan will include the normal items found within a business plan, including but not limited to: executive summary; budgets; financing plans; revenue forecasts; operations; management and operations structure; key products and services; market for key products and services; and sales, distribution and marketing strategies, etc. 5.06 The President shall present to the Directors on not less than a monthly basis, management and operations meetings to inform the Directors fully on all aspects of the previous month’s Operations of the Business of Newco, and to discuss and plan for the Operations of the Business of Newco for the month to come. The President shall prepare and circulate minutes of each meeting to the Directors not more than seven (7) days after each meeting is held. Meetings will generally be held by teleconference but can also be conducted in-person. Any of the Directors and the President can call a meeting at any time with five (5) business-days’ notice to the other participants. A meeting is not valid unless a quorum is present, and a quorum is defined as not less thanthree eligible persons from the then-current list of Directors and against any lossPresident and Chief Technology Officer. 5.07 The President shall be responsible for obtaining and managing appropriate liability insurance for the purposes of; ensuring all monthly accounts with 3rd party vendors are kept up to date; to apply for all necessary permits, costs or damages it may suffer as a result of its failure to pay for its Ownership Interest licenses and similar authorizations in the conduct of the amounts due Business; and owing under to notify the BusinessDirectors in writing of any allegations or reasonable suspicion of fraud, illegal activities or non-compliance with any bylaws or other regulations. 5.08 It is understood by the Parties that the Business of NewCo shall include development and commercialization of products that may contain controlled substances derived from marijuana and/or hemp in certain jurisdictions, e.g., cannabidiol and/or tetrahydrocannabinol. The President shall be responsible for ensuring that all developmental and finished products produced and hereunder are handled, tested, distributed and/or sold in compliance with all laws applicable to the cannabinoid industry within the relevant jurisdiction(s). In order to do so, it is further understood by the Parties that the President may, from time to time, be required to contract the services of appropriately licensed, third party manufacturers, testing facilities and distributors. When necessary, the President will endeavor to do so with the best financial terms, respecting all provisions outlined in Sections 6 and 10 hereunder and with the understanding that he is not permitted to sublicense any intellectual property to any third party without the express written mutual consent of the Directors.