Joint Venture Agreement Page 1 of 12

JOINT VENTURE AGREEMENT

THIS JOINT VENTURE AGREEMENT (the "Agreement") made and entered into this

day of , (the "Execution Date"), BETWEEN:

Maika Projects Inc. of 820 Yonge St, Unit C16, Toronto, ON, M4W 0A9, Canada, and
Three Wize Men Inc. of 11 Amity Rd, Mississauga, ON L5M 1P1
(individually the "Member" and collectively the "Members").

BACKGROUND:

A. This joint Venture (the "Purpose") will be to outline the shared ownership and management of
We Trade Corp. assets to be transferred to Three Wize Men. In exchange for a profit sharing
of all products sold under LP License number that will be associated with cooks town facility
In addition to a fair and reasonable profit share on "Paws Plus" in exchange for services
rendered that will be outlined in the clauses below.
B. The Members wish to enter into an association of mutual benefit and agree to jointly invest
and set up a joint venture enterprise.
C. This Agreement sets out the terms and conditions governing this association.

IN CONSIDERATION OF and as a condition of the Members entering into this Agreement and other
valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the
Members agree as follows:

Formation
1. By this Agreement the Members enter into a joint venture (the "Venture") in accordance with
the laws of the Province of Ontario. The rights and obligations of the Members will be as stated
in the applicable legislation of the Province of Ontario (the "Act") except as otherwise provided
here.

Name
2. The business name of the Venture will be We Trade Venture.

Purpose
3. The exclusive purpose of the Venture (the "Purpose") will be Manage WeTrade assets and
Paw Plus.
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Term
4. The duration of this Venture (the "Term") will begin on August 25, 2021 and continue in
full force and effect until the occurrence of the following event:

- Mutual termination by parties.

5. The Term may be extended with the unanimous consent of all Members.

Place of Business

6. The principal office of the business of the Venture will be located at Queen St, Cookstown,

on L0L 1L0 or such other place as the Members may from time to time designate.

Business Management
7. The Members have appointed Three Wize Men to act as manager (the "Manager") for
the Venture. Management shall include but not limited to: accounting, logistics,
packaging, collections, order fullfilment, new products and marketing.

8. Except as otherwise provided in this Agreement, the Manager may be appointed, replaced,
or removed upon unanimous consent of the Members.

9. The Manager will have a primary duty to the best interest of the Venture and not directly to
any individual Member.

10. Within the limits of the Purpose of the Venture and the terms of this Agreement, the Manager
will have full authority to bind the Members in all matters relating to the direction, control and
management of the Venture. Conduct and actions of the Manager will be dictated by policy
and procedure established by the Members. Authority to bind the Venture in contract or in any
third party business relation lies exclusively with the Manager.

11. The Manager will decide major issues concerning the Venture.

Management Duties
12. Except as otherwise specified in this agreement, the duties and obligations of the Manager
in relation to the Venture will include the following:

a. managing the day to day business of the Venture;

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b. monitoring, controlling and directing the financial, business and operational affairs of
the Venture;
c. proper maintenance of books of account and financial records according to
accepted accounting practices;
d. monitoring, analyzing and acting on all issues over which it would have express
or implied authority according to this Agreement; and
e. all responsibilities attached to hiring of production and administration staff including
any required labour negotiations, and all responsibilities attached to hiring of third party
contractors.

Member Duties
13. Each Member will be responsible for its respective duties as follows:

Member Duties Description

Provide and facilitate access to Cookstown facility and any future
facility. Negotiate an agreement with Kurtis for Paw Plus ownership
Peter Maika
and bottling. Work towards a new Hemp product that have similar
properties to Paw Plus.
Manage the facility at Cookstown, manage the operation and day-to-
Three Wize Men Inc. day activities to facilitate production of tincture bottles and other
future production lines. Provide bottling for Paw Plus tinctures.

14. Duties of Members may be amended, from time to time, by decision of the Members, provided
that the Members' interests are not affected except with the unanimous consent of the
Members.

Capital Contributions
15. Each of the Members has contributed to the capital of the Venture, in cash or property in
agreed upon value, as follows (the "Capital Contribution"):

Member Contribution Description Agreed Value

Peter Maika Capital Contribution $ CAD
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Three Wize Men Inc. Management $ CAD

16. All Members will contribute their respective Capital Contributions fully and on time.

Withdrawal of Capital
17. No Member will have the right to demand or withdraw any portion of their capital
contribution without the express written consent of the remaining Members.

18. The Members will not be personally liable for the return of all or part of the
Capital Contributions of a Member, except as otherwise provided in this
Agreement.

Additional Capital
19. Capital Contributions may be amended from time to time, according to the requirements of
the Venture, by decision of the Members as recommended by the Manager. Where Members'
interests are affected, additional capital contributions (the "Additional Capital Contributions")
must have the unanimous consent of the Members.

20. Any advance of money to the Venture by any Member in excess of the amounts provided for in
this Agreement or subsequently agreed to as an Additional Capital Contribution will be deemed
a debt due from the Venture rather than an increase in Capital Contribution of the Member.
This liability will be repaid with interest at such rates and times to be determined by a majority
of the Members. This liability will not entitle the lending Member to a greater voting power.
Such debts may have preference or priority over any other payments to Members as may be
determined by a majority of the Members.

Capital Accounts
21. An individual capital account will be maintained for each Member and their initial Capital
Contribution will be credited to this account. Any additional, approved contributions to
the Venture's capital made by a Member will be credited to that Member's individual
Capital Account.
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Interest on Capital
22. No borrowing charge or loan interest will be due or payable to any Member on any Capital
Contribution or on their Capital Account despite any disproportion that may from time to
time arise among the Capital Accounts of the Members.

Books of Account
23. Accurate and complete books of account of the transactions of the Venture will be kept in
accordance with generally accepted accounting principles (GAAP) and at all reasonable
times will be available and open to inspection and examination by any Member. The books
and records of the Venture will reflect all the Venture’s transactions and will be appropriate
and adequate for the business conducted by the Venture.

Banking and Venture Funds

24. The funds of the Venture will be placed in such investments and banking accounts as will be
designated by the Members. Venture funds will be held in the name of the Venture and will
not be commingled with those of any other person or entity.

Member Meetings
25. Regular Member meetings will be held only as required. Minutes of the meetings will
be maintained on file.

26. Any Member can call a special meeting to resolve urgent issues that require a vote and that
cannot wait for the next regularly scheduled meeting. When calling a special meeting, all
Members must be provided with reasonable notice. Where a special meeting has been called,
the meeting will be restricted to the specific purpose for which the meeting was called.

27. All meetings will be held at a time and in a location that is reasonable, convenient and
practical considering the situation of all Members.

28. Any vote required by the Members will be determined such that each Member receives one
vote carrying equal weight.
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Amendments
29. This Agreement may be amended only with the unanimous consent of all Members.

Admitting a new Member

30. New Members may be admitted into the Venture only with the unanimous consent of the
existing Members. The new Member agrees to be bound by all the covenants, terms, and
conditions of this Agreement, inclusive of all current and future amendments. Further, a
new Member will execute such documents as are needed or required for this admission. Any
new Member will receive a business interest in the Venture as determined by all other
Members.

Dissociation of a Member
31. Where a Member is in breach of this Agreement and that Member has not remedied the breach
on notice from the Venture and after a reasonable period then the remaining Members will
have the right to terminate this Agreement with regard to that individual defaulting Member (an
"Involuntary Withdrawal") and take whatever action necessary to protect the interests of the
Venture.

32. If the Venture is harmed as the result of an individual Member's action or failure to act, then
that individual Member will be liable for that harm. If more than one Member is at fault then
they will be jointly and severally liable for that harm.

33. Each Member will indemnify the remaining Members against all losses, costs and claims that
may arise in the event of the Venture being terminated as a result of breach of the Agreement
by that Member.

34. If a Member is placed in bankruptcy, or withdraws voluntarily from the Venture, or if there is
an Operation of Law against a Member, the other Members will be entitled to proceed as if the
Member had breached this Agreement.

35. Distribution of any amount owing to a dissociated Member will be made according to the
percentage of ownership as described in the Valuation of Interest or as otherwise may be
agreed in writing.
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Dissolution of the Joint Venture

36. The Venture will be dissolved and its assets liquidated in the event of any of the following:

a. the Term expires and is not extended;

b. a unanimous vote by the Members to dissolve the Venture;
c. on satisfaction of the Purpose;
d. loss or incapacity through any means of substantially all of the Venture's assets; or
e. where only one Member remains.

Liquidation
37. On dissolution, the Venture will be liquidated promptly and within a reasonable time.

38. On the liquidation of the Venture assets, distribution of any amounts to Members will be
made in proportion to their respective capital accounts or as otherwise may be agreed in
writing.

Valuation of Interest
39. In the absence of a written agreement setting a value, the value of the Venture will be
determined based on the fair market value appraisal of all Venture assets (less liabilities) in
accordance with generally accepted accounting principles (GAAP) by an independent
accounting firm agreed to by all Members. An appraiser will be appointed within a reasonable
period of the date of withdrawal or dissolution. The results of the appraisal will be binding on
all Members. A withdrawing Member's interest will be based on the proportion of their
respective capital account less any outstanding liabilities a Member may have to the Venture.
The intent of this section is to ensure the survival of the Venture despite the withdrawal of any
individual Member.

40. No allowance will be made for goodwill, trade name, patents or other intangible assets,
except where those assets have been reflected on the Venture books immediately prior to
valuation.

Transfer of Member Interest

41. A Member may assign their proprietary assets and their rights in distribution interest in the
Venture. Such assignment will only include that Member's economic rights and interests and
will not include any other rights of that Member nor will it include an automatic admission as a
Member of the Venture or the right to exercise any management or voting interests. A Member
who assigns any or all of their Venture interest to any third party will relinquish their status as
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Member including all management and voting rights. Assignment of Member status, under this
clause, including any management and voting interests, will require the consent of all the
remaining Members.

Force Majeure
42. A Member will be free of liability to the Venture where the Member is prevented from
executing their obligations under this Agreement in whole or in part due to force majeure where
the Member has communicated the circumstance of that event to any and all other Members and
taken any and all appropriate action to mitigate that event. Force majeure will include, but not be
limited to, earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable
event.

Duty of Loyalty
43. Provided a Member has the consent of the majority of the other Members, the Members to this
Agreement and their respective affiliates may have interests in businesses other than the
Venture. Neither the Venture nor any other Member will have any rights to the assets, income
or profits of any such business, venture or transaction. Any and all businesses, ventures or
transactions with any appearance of conflict of interest must be fully disclosed to all other
Members. Failure to disclose any potential conflicts of interest will be deemed an Involuntary
Withdrawal by the offending Member and may be treated accordingly by the remaining
Members.

Confidentiality
44. All matters relating to this Agreement and the Venture will be treated by the Members as
confidential and no Member will disclose or allow to be disclosed any Venture matter or
matters, directly or indirectly, to any third party without the prior written approval of all
Members except where the information properly comes into the public domain.

45. This section will survive for one year after the expiration or termination of this Agreement
or dissolution of the Venture.

Language
46. The Members expressly state that the English language is to be the language of choice for
this Agreement and all other notices and agreements required by the Venture.
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Insurance
47. The Venture will insure all its assets against loss where reasonable and standard practice in
the industry.

Indemnification
48. Each Member will be indemnified and held harmless by the Venture from any and all harm
or damages of any nature relating to the Member's participation in Venture affairs except
where such harm or damages results from gross negligence or wilful misconduct on the part
of the Member.

Liability
49. No Member will be liable to the Venture or to any other Member for any error in judgment or
any act or failure to act where made in good faith. The Member will be liable for any and all
acts or failures to act resulting from gross negligence or wilful misconduct.

Liability Insurance
50. The Venture may acquire insurance on behalf of any Member, employee, agent or other
person engaged in the business interest of the Venture against any liability asserted against
them or incurred by them while acting in good faith on behalf of the Venture.

Covenant of Good Faith

51. Members will use their best efforts, fairly and in good faith to facilitate the success of
the Venture.

Joint Venture Property

52. Where allowed by statute, title to all Venture property, including intellectual property, will
remain in the name of the Venture. Where joint ventures are not recognized by statute as
separate legal entities, Venture property, including intellectual property, will be held in the
name of one or more Members. In all cases Venture property will be applied by the Members
exclusively for the benefit and purposes of the Venture and in accordance with this Agreement.

Jurisdiction
53. The Members submit to the jurisdiction of the courts of the Province of Ontario for the
enforcement of this Agreement and for any arbitration award or decision arising from
this Agreement.
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Warranties
54. All Members represent and warrant that they have all authority, licenses and permits to
execute and perform this Agreement and their obligations under this Agreement and that the
representative of each Member has been fully authorized to execute this Agreement.

55. Each Member represents and warrants that this Agreement is not in violation of any and
all agreements and constitutional documents of the individual Member.

Additional Clauses
56. Not withstanding any other clause, Peter Maika will have %10 interest in the JV. Three
Wize Men will have 90% interest.

57. Three Wize Men will provide Bottling, accounting, logistics, packaging, collections, order
fullfilment and marketing for Paw Plus tinctures (Health Canada Notification Number
NN.T9B6) in exchange of 33% of the profit.
Definitions
58. For the purpose of this Agreement, the following terms are defined as follows:

a. "Capital Contributions" The capital contribution to the Venture actually made by

the Members, including property, cash and any additional capital contributions made.
b. "Majority Vote" A Majority Vote is any amount greater than one-half of the
authorized votes.
c. "Operation of Law" The Operation of Law means rights or duties that are cast upon a
party by the law, without any act or agreement on the part of the individual including
but not limited to an assignment for the benefit of creditors, a divorce, or a bankruptcy.

Miscellaneous
59. This Venture is termed a contractual joint venture and will not constitute a partnership.
Members will provide services to one another on an arms' length basis while remaining
independent business entities. There will be no pooling of profits and losses. Each Member is
responsible only for its own actions and no Member is an agent for any other Member. Members
will not be jointly or severally liable for the actions of the other Members.

60. Time is of the essence in this Agreement.

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61. This Agreement may be executed in counterparts. Facsimile signatures are binding and
are considered to be original signatures.

62. Headings are inserted for the convenience of the Members only and are not to be considered
when interpreting this Agreement. Words in the singular mean and include the plural and vice
versa. Words in the masculine gender include the feminine gender and vice versa. Words in
the neuter gender include the masculine gender and the feminine gender and vice versa.

63. If any term, covenant, condition or provision of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, it is the Members' intent that such provision be
reduced in scope by the court only to the extent deemed necessary by that court to render the
provision reasonable and enforceable and the remainder of the provisions of this Agreement
will in no way be affected, impaired or invalidated as a result.

64. This Agreement contains the entire agreement between the Members. All negotiations and
understandings have been included in this Agreement. Statements or representations which may
have been made by any Member in the negotiation stages of this Agreement may in some way
be inconsistent with this final written Agreement. All such statements are declared to be of no
value in this Agreement. Only the written terms of this Agreement will bind the Members.

65. This Agreement and the terms and conditions contained in this Agreement apply to and are
binding upon the Member's successors, assigns, executors, administrators, beneficiaries,
and representatives.

66. Any notices or delivery required here will be deemed completed when hand-delivered,
delivered by agent, or seven (7) days after being placed in the post, postage prepaid, to the
Members at the addresses contained in this Agreement or as the Members may later designate in
writing.

67. All of the rights, remedies and benefits provided by this Agreement will be cumulative and
will not be exclusive of any other such rights, remedies and benefits allowed by law.

IN WITNESS WHEREOF the Members have duly affixed their signatures under hand and seal
on this day of , .
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Peter Maika (Member)

Three Wize Men Inc. (Member)

Per: (SEAL)

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