GOVERNMENT OF ANTIGUA AND BARBUDA Office of the Prime Minister ‘Queen lzebethHihwoy Tet. (26) 4605100 StJob's Fox. (268) 462-3225 ‘antova ond Barbueo pmsecetanat ob acon MEMORANDUM OF UNDERSTANDING: BETWEEN DR. POTTER'S Ltd. and THE GOVERNMENT OF ANTIGUA AND BARBUDA 1, This Memorandum of Understanding is made between Dr. Potter's Ltd., a company incorporated in Mauritius with Business Registration No. C17145072, (the “Company”) who has the intention of setting up a subsidiary in Antigua and Barbuda (“Dr. Potter's Antigua and Barbuda (Medical Cannabis) Project”) , represented by Berth Milton, and the Government of Antigua and Barbuda represented by the Honourable Gaston Browne, Prime Minister. 2. The Company is favored to be the first duly licensed and authorized to grow, harvest, transport, process and export Medical Cannabis from Mauritius to other parts of the world, where the importation of medical cannabis oils is permitted under law. In addition, the Company is active in setting up a project in the same field in Zambia. The Company is seeking the necessary licenses to grow, to harvest, to transport, to conduct research and development, and to export cannabis ils from Antigua to those countries in Europe and elsewhere that allow for the importation of medical cannabis products. 3. Dr. Potter’s Antigua and Barbuda (Medical Cannabis) Project has set in motion the process to become an incorporated Antigua and Barbuda Corporation under the Business Registration Act CAP 64, and to seek licenses to operate a Medical Cannabis Business under the Cannabis Act 2018, Division 2. A submission has been made to the Medical Cannabis Authority—the institution under law that is charged with issuing licenses, after due diligence has been carried out—seeking permission to establish a farm, a laboratory, and those other appurtenances required to operate successfully and lawfully in Antigua and Barbuda 4. Dr. Potter’s Antigua and Barbuda (Medical Cannabis) Project is prepared to invest upwards of US$20 million dollars annually, growing to $100 million dollars, on as many as 50 hectares, with the option to extend, of agricultural land, growing medicinal cannabis, employing as many as 50 full-time employees, and creating a laboratory sufficient to transform the farm-produced cannabis into oils of varying gradations to be sold as an export product from Antigua and Barbuda, 5. The Government of Antigua and Barbuda welcomes the opportunity to permit Dr. Potter's Antigua and Barbuda (Medical Cannabis) Project, a company with considerable experience and sufficient capital, to operate in Antigua and Barbuda under the newly-created The Cannabis Act 2018, authorizing growing and production of medical cannabis oils, especially for export. 6. The Government of Antigua and Barbuda will ensure that the request for permission to obtain licenses, as required under the Cannabis Act 2018, are as quickly and efficiently issued to Dr. Potter's Antigua and Barbuda (Medical Cannabis) Project so that it may quickly commence its operations here in Antigua and Barbuda7. The Government of Antigua and Barbuda is also aware that SO hectares of contiguous agricultural land or optionally more will be required in order to meet the needs of the Dr. Potter's Antigua and Barbuda (Medical Cannabis) Project; hence, working alongside the Ministry of Agriculture and the Department of Lands and Surveys, the Medical Cannabis Authority shall make best efforts to locate and to lease the required hectares for cannabis production, 8, The Government of Antigua and Barbuda is also aware that Dr. Potter's Antigua and Barbuda (Medical Cannabis) Project will require the establishment of bank accounts in Antigua and Barbuda, the provision of security, the authorization to construct a purpose-built laboratory for the successful operation of the Company, and the permission to import cannabis seeds for Purposes of varying the plant output. The Government of Antigua and Barbuda pledges to provide all the support necessary, and even to intervene with the authorities, to enable the ‘company to achieve these varied objectives within as short a period of time as is necessary. 9. The Government of Antigua and Barbuda remains fully cognizant of its requirements under the many treaties and conventions on Psychotropic Substances that hinge upon its obligations as a United Nations Member State, and pledges to ensure that the Dr. Potter's Antigua and Barbuda (Medical Cannabis) Project does not violate any of the treaty or convention provisions. 10. Further, the Government of Antigua and Barbuda fully intends to ensure that all material agreements and understandings between it and the Dr. Potter’s Antigua and Barbuda (Medical Cannabis) Project will be incorporated into definitive written agreements between both parties in due course. This MOU does not include all the essential terms and obligations of the agreement between both parties. 11. This MOU is governed under the laws of Antigua and Barbuda. Any disputes arising therefrom shall be adjudicated by the competent courts of Antigua and Barbuda only. 12, SIGNATURES: The Government of Antigua and Barbuda and Dr. Potter's Antigua and Barbuda (Medical Cannabis) Project agree to this MOU on this 4" Day of March 2019, in St. John’s, Antigua. WL Hoh. Gaston Browne M.P. Prime Minister -end-