This MEMORANDUM OF UNDERSTANDING (MOU) is executed this _ day of__________________, 2022, BY and BETWEEN, _______________ (hereinafter
the “Investor”), and Kindah Investment Group, LLC, a Limited Liability Company formed in the State
of Maryland DBA High Life Resort & Spa (hereinafter the “Owner), individually referred to as the
“Party” and collectively referred to as the “Parties”.

WHEREAS, the Investor agrees to invest in “High Life’s Resort & Spa” Project, which is a private resort
that rests on 30 lush Seaview acres in the heart of the Jamaican jungle. Located in western Negril, the
resort is conveniently located only five minutes from Risk Café and Jam West Adventure Park, ten
minutes from the famous Negril Seven Mile Beach, seven minutes from downtown Negril and 20 minutes
from the capital city of Savanna-La-Mar.

WHEREAS, the Owner agrees to construct and provide the various styles of villas and cottages with
balcony pools & Jacuzzis overlooking the ocean. Also, specially featured amenities and in-room services
as described in Annexure I and agreed in this MOU.

NOW THEREFORE, in consideration of the foregoing premises, and of the mutual promises and
covenants herein contained, the parties, intending to be legally bound, do hereby agree as follows:

    1.1. The objective of this MOU is to express the willingness of both parties to engage in an
    investment opportunity to invest in project “High Life’s Resort & Spa” (hereinafter the
    1.2. The Owner shall construct and provide the various styles of villas and cottages for the
    purpose of rent and purchase.
    1.3. Each of the Investors shall own a percentage of a Villa that will be constructed and mange
    by the Owner. Each “Share” shall be equal to a percent of ownership in a villa and a certain
    amount of free accommodation days which can be used for personal stay or be rented out
    for a profit to the investor.
    1.4. The Investor(s) have agreed to the said limitations upon the rights and powers, the
    delegation of responsibility and the distribution of profits and/or losses incurred with
    reference to the Villas and or Cottages.
    The Investment project name is “High Life’s Resort & Spa Ocean View Villas”.
    The Owner agrees to provide the following amenities and in-room services in the Resort:
     Two restaurants and two bars on property
     Ocean view meeting room
     Spa
     Ocean view Fitness Center
     Grocery store
     Farm with natural, organic fruits and vegetable
     Gift shop
     Night club
     Helipad
     Tennis courts & basketball court
     Children play ground
     Waterfalls with lazy River (Pool)
     Gourmet a la carte breakfast, lunch, and dinner (option for swim-up services)
     Premium-brand cocktails and specialty beverages
     Wine tasting seminars
     Mixology and rum tastings
     Daily activities, including yoga, fruit picking, and power walks
     Monthly health and wellness retreat
     Ocean view swimming pools
     Pool enhanced butler service
     Beach beds
     Private romantic ocean view dinner ($)
     Private Helicopter ride to and from the airport
     In-room Service
     Private balcony or patio
     Maintenance, Housekeeping service, Personal chef & Butler

 Cable/satellite TV with premium channels and pay movies
 In-room dining (24 hours)
 Minibar (restocked daily)
 Coffee/tea maker
 Complimentary WIFI
 Complimentary shuttle service and access to sister resorts
 Bathrobes, slippers, and bathroom amenities
 Hairdryer, Iron and ironing board
 etc.

    The Owner offers the following memberships to the Investor to invest on;

Gold Club Membership Investment $ 100,000
Gold Club Membership Facilities/ Amenities  5% of ownership interest in a 4-bedroom

 Free 7-night stay per year (can obtain
additional stay)
 Investors can rent out their free stay for 5
 Term for stay nights and market rental
income is for 5 years from investment.
 No management fee after 5 years
 Investors must sign MOU on or before
 Investors must pay the full amount by

Sell back (Gold Club Membership) Investors can choose to sell back ownership
interest to the company at any time @ current
market value or stay in for annual income after 5
(Five) years.
Silver Club Membership Investment $100,000

Silver Club Membership Facilities/ Amenities  5% of ownership interest in a 4-bedroom

 Free 7-night stay per year
 Investors can rent out their free stay for 4
 Term for stay nights is for 4 years
 No management fee after 4 years
 Option to receive income or 3 Free night
stay after 4 years
 Must sign MOU on or before 05/01/2022
 Financing option for 12,24, or 36 months
 Property will be transferred when
investment amount is paid in full
Sell back (Silver Club Membership) Investors can choose to sell back ownership
interest to the company at any time @ current
market value or stay in for an annual income.

    5.1 The Investment advanced will be in the form of cash or certified funds to the Owner. The
    total investment shall be $100,000, per share to be held until its completion. The parties
    agree that in return for the investment, investor will have ownership interest in a villa plus a
    certain amount of free days to stay or rent each year.

Total Investment USD 100,000
Good Faith Deposit 25%

5.2 The Investor shall pay the 25% advance investment as the good faith deposit which
shall be fully refundable in case of any change of plan of the investor or the owner
by the due date or the date of the official investment agreement.

    The parties acknowledge and agree that this MOU does not create any financial or funding
    obligation on either party, and that such obligations shall arise only upon joint execution of a

subsequent agreement or work plan that specifically describe the terms and nature of such
obligations and that references this MOU. However, signing of this MOU does not guarantee an
investment spot int the project unless a minimum of 25% good faith deposit is made.

    This MOU shall be operational upon signing and will have an initial duration until the execution
    of a formal binding Investment Agreement between the parties. All activities conducted before
    this date within the vision of the investment collaboration will be deemed to fall under this MOU.
    If either party to this Agreement is rendered unable, wholly or in part, by reason of a
    Force Majeure Event to perform obligations under this Agreement, then such obligations
    SHALL be suspended to the extent affected by the Force Majeure Event.
    9.1 The relationship between the parties is that of independent Parties. Nothing in this MOU
    shall create or be deemed to create a partnership of agency, franchise or employment
    between the parties.
    9.2 No party shall enter into any contractual obligations on behalf of another party without the
    prior express written consent of an authorized signatory of the other party.
    9.3 No fee is payable from one party to another in consideration for any services provided
    within the scope of this MOU.
    9.4 The MOU will automatically lapse if either party withdraws from participation in the
    activities described within the Action Plan.
    10.1 This MOU will commence on the Commencement Date and will remain in force in
    accordance with clause 7 of this MOU.
    10.2 Within 3 months of the Commencement date of the MOU, the parties will undertake a
    review of Action Plan of the project and of the MOU and decide whether to extend the term
    of the Action Plan of project and the MOU for a further defined period.
    10.3 If the parties decide to terminate the Action Plan of project, the MOU will automatically
    be terminated
    11.1. Both parties agree that, during the term of this MOU, or at any time thereafter, neither they
    nor any of their employees, agents (including volunteer staff) or sub-contractors, shall
    divulge, furnish or make accessible to anyone any of the confidential information unless:

a. At the date of this MOU, the confidential information is already in the public
domain or subsequently comes into the public domain through no fault of the
other party;
b. the confidential information rightfully becomes available to the other party from
sources not bound by obligations of confidentiality
c. the confidential information was available to the other party on a non-confidential
basis prior to its disclosure to such party; and
d. the other party is required by compulsion of law to disclose.

11.2. The parties agree that all discussions and negotiations shall be carried out on a strictly
confidential basis and any statements (either written or oral) to be made in relation to the
existence of the negotiations between the parties shall be subject always to written
agreement by both parties.

    Each party which is to provide services under this project accepts liability, without limit in the
    case of death or personal injury to any person, and in the case of any other loss or damage,
    arising from the act or omission (including negligence) or willful misconduct of itself or its
    employees, agents (including volunteers) or sub-contractors and agrees to indemnify the other
    party against all losses, expenses (including legal fees), damages or liabilities suffered or
    incurred by the other Party as a result.
    13.1 Any notice given under this MOU by either party must be in writing and may be
    delivered personally, sent by duplicate transmission, sent by e-mail or sent by recorded
    delivery post. In the case of personal delivery, duplicate transmission or e-mail, the notice
    will be deemed to have been given on the same day and in the case of post will be deemed
    to have been given four (4) working days after the date of posting.

13.2 Notices will be delivered or sent to the addresses of the Parties as given at the head of this
MOU or to any other address notified in writing by any party to the other parties for the
purpose of receiving notices after the commencement date of this MOU.

    If any of the parties considers one or more of the parties to be in breach of their duties under this
    MOU or has a grievance about some aspect of the operation of the MOU, the parties shall use
    their best endeavors to resolve the issue through joint discussions. However, if the parties are
    unable to resolve the issues internally, this agreement shall be governing under the laws of
    Maryland USA.
    The parties agree that if any portion of this contract is found to be void or unenforceable,
    it shall be struck from the record, and the remaining provisions will retain their full force
    and effect.
    16.1 This Agreement shall be construed and enforced under the laws of the State of

16.2 Venue for any action under this Agreement shall lie in any Court of competent
jurisdiction in MARYLAND, U.S.A.

    17.1. The parties to this MOU do not intend that any of its terms will be enforceable by any
    person who is not a party to it.
    17.2. No variation to this MOU shall be effective unless in writing signed by duly authorized
    representatives of each of the parties.

This Agreement, including all Annexes, embodies the entire and complete understanding
and agreement between the Parties and no amendment will be effective unless signed by
both Parties.

In Witness Whereof, this MOU is duly executed by the parties or their duly authorized representatives as set forth


OWNER: Kindah Investment Group, LLC / DBA High Life Resort & Spa

Garth Vickers, CEO

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