MEMORANDUM OF UNDERSTANDING

Mr. Leonard Leo Manson

Legal representative of
Desarrollos y Servicios Turisticos, S.A. de C.V.

We hereby express our interest in carrying out a transaction for the sale of the estates “Casa Club”,
“C”, “E” and “F” and their respective subdivisions, located in the tourist development “San Carlos
Country Club”, in San Carlos Nuevo Guaymas; Sonora.

The operation would take place in two stages::

1. First stage

The operation will be carried out through the signing of a first purchase agreement formalized
before a public notary for the equivalent of 20 hectares.

The price proposed in this first stage is US$2,000,000.00 dollars for the equivalent of 20
hectares.

The price will be paid as follows:

Payment Proposal

Date Mount (Dis) HVG Int. S.A. de C.V. FAM JC S.A. de

C.V.

22-jun-2022 $100,000.00 0 $100,000.00

Firma de escritura $400,000.00 $400,000.00 0

30-sep-2022 $300,000.00 $300,000.00 0

30-oct-2022 $200,000.00 $200,000.00 0

30-nov-2022 $200,000.00 $200,000.00 0

28-feb-2023 $300,000.00 $200,000.00 $100,000.00

30-abr-2023 $300,000.00 $200,000.00 $100,000.00

30-may-2023 $200,000.00 $100,000.00 $100,000.00

TOTAL $2,000,000.00 $1'600,000.00 $400,000.00

 Upon signing the deed before a notary public, a first payment of US$600,000.00 DLS
will be made and the seller in that same act will transfer ownership and possession of
the polygons and/or fractions equivalent to 20 hectares located in the place indicated by
the buyer.

2. Second Stage

Once the first stage has been completed to the satisfaction of both parties, the second
stage of the operation will proceed, which will be formalized by means of a private
contract with reservation of title before a public notary, with the possibility of partially
canceling the previously indicated reservation, as partial payments of the purchase price
are being made, located in the place where the buyer indicates to the seller.

The contract will be held under the “AD MENSURAM” modality, so the final price of this
sale will be determined by the square meters that the property actually and physically
has available.

The price proposed in this second stage is US$7,000,000.00, payable as follows: a first
payment in the amount of US$300,000.00 dls and 36 monthly payments of US$186,111.11
dls each.

In both cases, it will be a necessary condition that it is up to date with its tax obligations and that
the salable areas are free of any embargo, mortgage, charge or encumbrance, administrative, labor,
fiscal, mercantile and of any other nature, that restricts the ownership domain.

The parties agree not to disclose to third parties the “Confidential Information” that they receive
from one another, and to give said information the same treatment that they would give to the
confidential information of their own, mutually being obligated to take the necessary and
appropriate precautions to maintain the confidentiality of the information, including, but not
limited to, its collaborators, employees, advisors, managers and any person with whom they
have a relationship with. For the purposes of this agreement, “Confidential Information” includes
all information disclosed by any of the parties, whether oral, visual, written, recorded on
magnetic media or in any other tangible form that is provided to the receiving party.

The parties will use the confidential information exclusively for the purposes proposed in this
Memorandum of Understanding, limiting its transmission to their lawyers and advisors who
need to know said information for the stated purposes, and who must agree to keep it
confidential.

In the event that this proposal deserves your approval, we kindly ask you to proceed to sign it
as an unequivocal sign of acceptance in order to start the necessary work to legally formalize
the operation.

Hermosillo, Son. On July 6, 2022.

HVG INT, S.A. DE C.V. FAM JC S.A. de C.V.

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