NUSTATE
ENERGY HOLDINGS, INC.


 







 



 


Ms.
Lady Darling


The
Lady Darling Heritage Foundation of the Bahamas and Americas


52
Buttercup Lane, South Beach Estates


P.0.
Box N-631


Nassau,
The Bahamas


 





	Re:	Indication of Intent




 


Dear
Ms, Lady Darling:


 


Pursuant
to our conversations, NuState Energy Holdings, Inc. (“NSEH”) is pleased to submit this confidential, indication of
intent to enter into a partnering agreement with The Lady Darling Heritage Foundation of the Bahamas and Americas (the “Company”)
related to the immediate need for hurricane proof housing in the Bahamas.


 


NSEH,
located at 401East Las Olas Blvd Suite 130 Ft Lauderdale, FL 33301 is a publically traded company under the laws of the State
of Florida that provides expertise and leadership in the development, financing and management of business’ looking to expand.


 


	 	1.	Structure
    and Value
	 	 	 
	 	(a)	This
    indication of interest is based on NSEH’s discussions with Lady Darling regarding the needs and opportunities in the
    Bahamas, review of investment opportunities and further discussions to date.
	 	 	 
	 	(b)	Further,
    NSEHC is prepared to offer the company, its agents or assigns, a commission payment for each sq. ft. of panel presented for
    manufacturing. 


 


This
agreement shall be executed as follows: The company will fully execute an exclusive partnering agreement and panel sales commission
agreement.


 


2.
Timing and Due Diligence


 


NSEH
understands that time is of the essence. NSEH and the company agrees to proceed with due diligence immediately upon execution
of this indication of intent. The company will give access to NSEH, its management team, during normal business hours and after
reasonable notice. The company will organize meetings in the Bahamas with various governmental agencies that will assist in the
process of replacing homes and assist in the relief efforts.


 


The
NSEH’s due diligence team may be comprised of financial advisors, legal counsel and other resources experienced in transactions
of this nature. NSEH will be responsible for all respective expenses associated with due diligence and the negotiation and drafting
of definitive purchase agreement, license agreement and other Transaction documents.


 




    	 	 	 



    	 



    

 


NUSTATE
ENERGY HOLDINGS, INC.


 







 



 


3.
Agreements


 


Completion
of this Transaction is subject to the following:(i) Execution of a Partnering agreement between NSEH and the company.


 


The
management teams of NSEH and the company will enter into other agreements on such terms as may be agreed upon by the individuals
and the entities, including, but not limited to:


 


	 	(1)	An
    employment or independent contractor agreement to provide assistance with the promotion of NSEH and goodwill in the Bahamas
    and abroad;
	 	 	 
	 	(2)
    	Other
    agreements related to operation of various agreement hereunder.


 


4.
Confidentiality, Non-Disclosure and Announcements


 


Neither
party, nor any of its employees, representatives, or agents, may disclose to any third party any confidential or proprietary information
learned about the other party’s business activities, assets, management or employees during the course of this Transaction,
except as required by applicable law. In the event the parties are unable to agree on the specifics of this Transaction, each
party will return all confidential information of the other party obtained during the due diligence process and negotiations.


 


Unless
required by law, neither NSEH nor the company will make any public disclosure regarding the existence or subject matter of this
indication of intent without the consent of the other party. The parties will mutually agree upon the form of any press release
or announcement to their employees and affiliates regarding this Transaction.


 


5.
Standstill


 


This
indication of intent is intended to create a standstill period during the period set aside for the due diligence period immediately
following the signing of this document for up to 30 days.


 


6.
Governing Law


 


Any
dispute between the parties arising out of or relating to this indication of intent or the definitive agreements and other Transaction
Documents will be construed under and governed by the laws of the State of Florida without respect to its conflicts of law principles.
The parties agree to waive the right to jury trial on matters arising out of or related to this indication of intent, the definitive
agreements and Transaction Documents. The parties designate federal courts sitting in Florida as the appropriate venue for any
action related to such matters.


 




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NUSTATE
ENERGY HOLDINGS, INC.


 







 



 


7.
Indication of Intent


 


This
letter is intended as indication of interest in completing the Transaction described herein, but does not constitute a binding
agreement by the parties, except with respect to confidentiality, non-disclosure and announcements (Paragraph 4) and selection
of law and venue (Paragraph 6). The company nor NSEH is not obligated by this letter to commence, continue or complete negotiation
of the Agreements in this letter. Any commitment to complete this Transaction is subject to the negotiation, execution and delivery
of the Agreement listed and identified in paragraph 3, the Agreements paragraph of this letter.


 


This
letter is valid if signed and returned on or before November 1, 2016.


 


	NuState
    Energy Holdings, Inc	 	 
	 	 	 
	/S/
    Kevin Yates	 	11/01/2016
	Kevin
    Yates, CEO 	 	 


 


The
Lady Darling Heritage Foundation of the Bahamas and Americas


 


	/s/
    Igrid Darling	 	11/01/2016
	Lady
    Igrid Darling	 	 


 




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