FACILITATION AGREEMENT

entered into between

Nesawa Enterprise (PTY) LTD

a company duly incorporated in accordance with the laws of the Republic of South Africa, and
carrying on business at 39 Cornwall Drive, Irene Farm Village, Centurion, South Africa 0157
(Registration No: 2020/690649/07)

(Hereinafter referred to as the “Consultant”)

And

MAPHUMULO MEAT DISTRIBUTORS (PTY) LTD

a company duly incorporated in accordance with the laws of the Republic of South Africa, and
carrying on business at 14 Chesham Place, Bryanston, South Africa 2191
(Registration No: 2021/349136/07

(Hereinafter referred to as the “Company”)

 THIS Facilitation Agreement (“Agreement”) is entered into and effective as of 15
September 2022:

1 BACKGROUND

A. The Company is a South-African meat distribution company that is in the

process of expanding its operations across the African (“Projects”).

B. The Company was due to receive funds from an offshore investor to co-invest
in the Projects, which funds were sent by the investor to the Company’s bank
account at First National Bank. The funds have been placed on an
administrative hold and have not been made available to the Company.

C. The Company is seeking recovery services to secure access to the funds and
have requested the services of the Consultant to assist it in securing the
release of the administrative hold on such funds.

D. The Consultant has agreed to assist in securing the release of the blocked
funds required by the Company, as per the terms and conditions set forth in
this Agreement.

2 DEFINITIONS

In this Agreement, unless the context indicates otherwise, the words and expressions set out
below shall have the meanings assigned to them and cognate expressions shall
have a corresponding meaning, namely:

2.1. “Agreement” means this Facilitation Agreement;

2.2 “Business Day” means any day which is not a Saturday,

Sunday or a public holiday in South Africa;

2.3 “Company” shall mean Maphumulo Meat

Distributors (Pty) Ltd, a company duly
incorporated in the Republic of South Africa
under registration2021/349136/07;

2.4 “Consultant” means Nesawa Enterprise (Pty) Ltd,

represented by Mr. Nelson Sibiya;

2.5 “Fee/s” means the fee/s set forth in clause 4 below;

2.6 “Funds” means South African Rand in the amount of

ZAR 9,999,999,999;

2.7 “Parties” means collectively the parties to this

Agreement, and “Party” shall mean either
of them as the context require

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 2.8 “Services” means the services set forth in the clause 3
below; and

2.9 “Termination Date” means the date of termination of this

Agreement, specifically, the date upon
which the Funds, or a portion thereof, have
been released into the Company’s bank
account at First National Bank.

3 SERVICES

The Consultant agrees to provide facilitation services pursuant to which it shall

secure the release of the Company’s Funds which have been placed on an
administrative hold by First National Bank.

4 FEES

4.1 The Company has agreed to pay the Consultant the following Fees as
consideration for its Services as follows:

4.1.1 Fifteen percent (15%) which shall be paid into the Consultant’s
bank account upon the successful release of the administrative
hold on the Company’s funds.

4.2 The Consultant shall invoice the Company for the Fees set forth in clauses
4.1.1 upon the successful release of the administrative hold on the Client’s
funds.

4.3 The Company undertakes that it shall pay the Fees set forth in clauses
4.1.1 on the same day, or on the next Business Day, as the release of the
hold on the Funds.

4.4 The Consultant shall pay its own taxes, insurance premiums and other
costs and charges in connection with the Services rendered to the
Company. The Consultant will be responsible for accounting to the
appropriate authorities for the Consultant’s income tax, or any other
monies required to be paid in terms of legislation, or any other law.

5 REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

5.1 Each Party hereby represents and warrants in favour of each other that it
has been authorised by its directors, where applicable, and shareholders (if
necessary) and has the necessary approvals to enter into this Agreement.

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 5.2 Furthermore, each Party represents and warrants that they are authorised
to sign all documents and perform all acts that are necessary to execute
this Agreement.

5.3 The Company represents and warrants that the Funds are clean, cleared,
lien-free, un-encumbered, and of non-criminal and non-terrorist origins.

5.4 The Company undertakes to provide to the consultant the following

documents/information from/for the sending party of the Funds:

5.4.1 KYC/FICA documents of the Directors;

5.4.2 KYC documents of the Company, specifically;
5.4.2.1 Certificate of Incorporation
5.4.2.2 Memorandum and Articles; and
5.4.2.3 Director/Member Registers;
5.4.3 The purpose of the Funds; and
5.4.4 The Source of Funds.

6 DURATION OF THE AGREEMENT

This Agreement will commence on the Signature Date and end on the
Termination Date.

7 GOOD FAITH

Each of the Parties undertakes with the other to do all things reasonably within
its power which are necessary or desirable to give effect to the spirit and intent of
this Agreement.

8 CONFIDENTIALITY

With regards to information obtained by one Party, from the other Party in
connection with this Agreement, each Party agrees to treat all such information
as being strictly confidential. However, each Party shall:

8.1 be free to make disclosures or announcements required by any law,

regulation or order of a court or regulatory body, or pursuant to
governmental action, regulatory requirement or request, or necessary in
the view of such Party to seek to establish any defense in any legal
proceeding or investigation or otherwise to comply with its own regulatory
obligations;

8.2 not be obliged to treat any information as confidential which is in the public
domain when given or which later comes into the public domain (otherwise
than by breach of this Agreement) or which was already known to such
Party prior to it being obtained from any Party;

8.3 be free to make any disclosure if the other Party specifically consents in
writing to such disclosure; and

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 8.4 be free to make any disclosure to their professional advisors who are bound
by a similar obligation of confidentiality.

9 NOTICES

All notices and communications given or made under this Agreement shall be in
writing, in the English language and shall be deemed to have been properly given
or made: (i) if personally handed over to the representative, as designated below,
of the Party to whom given; (ii) sent by courier; or (iii) transmitted by facsimile
with confirmation of receipt to a Party at its address for service set out below (or
at such other address it may have notified to the other Party for the purposes
hereof pursuant to this clause 9, such addressees being as follows:

(a) if to the Company:___________________________________________________

____________________________________________________
Email address:_______________________________________
Attn: _________________________________________________

(b) if to the Consultant:

39 Cornwall Drive, Irene Farm Village
Centurion, South Africa 1619

Email address: sibiyanelson8@gmail.com

Attn: Mr. Nelson Sibiya

10 RELATIONSHIP & LIABILITIES

10.1 Nothing in this Agreement shall be construed to give any Party the
authority or right to enter into any obligation on behalf of any other Party
nor to act as representative or agent of any other Party, or to create any
joint venture or partnership among the Parties.

10.2 None of the Parties shall be liable hereunder for special, indirect or
consequential damages resulting from or arising out of this Agreement
including, without limitation, loss of profit or business interruptions,
however the same may be caused.

11 GOVERNING LAW AND DISPUTE RESOLUTION

11.1 This Agreement shall be construed and interpreted in accordance with the
laws of South Africa.

11.2 All disputes under this Agreement which are not disposed of by mutual
agreement between the Parties may be decided by recourse to an action at
law or in equity. Until final resolution of any dispute hereunder, Consultant

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 shall diligently proceed with the performance of this Agreement as directed
by the Company.

12 ASSIGNMENT

No Party shall assign or transfer any of its rights and obligations under this
Agreement without the prior written approval of the other Parties.

13 INDEMNIFICATION

The Company shall indemnify and hold harmless the Consultant from any loss,
damage or liability resulting from Company’s violation of the terms of this
Agreement or any agreement between the Company and the sender of the
Funds. If the Consultant becomes entitled to remuneration hereunder, it agrees
to indemnify the Company and hold it harmless from and against any claim by
any other person or finder seeking finder’s fees or similar remuneration for
services rendered with respect a transaction recorded herein. This
indemnification provision shall survive the termination of this Agreement.

14 MISCELLANEOUS

14.1 This Agreement shall not be modified or amended except by a written

instrument signed by all of the Parties.

14.2 No term of this Agreement is enforceable by a person who is not a Party to

this Agreement.

14.3 If any provision, contained in this Agreement is rendered void, illegal or

unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired.

14.4 Performance of the obligations of either Party in terms of this Agreement

shall be excused for as long as and to the extent that such Party is unable
to deliver performance because of any cause beyond its control and for
which it is not responsible which, if qualifying as such shall include, without
limitation, an act of God or State of war (whether declared or not) or
sabotage, fire, flood, riot, strike, lock-out, downtime of any communication
or power infrastructure, governmental restriction, affecting the
performance of such obligations, provided that the Party claiming such
inability:

14.4.1 shall, when that Party knows that it is likely to occur and when it
occurs, immediately give notice to the other Party (which shall be
confirmed in writing as soon as is possible thereafter) detailing the
circumstances on which it relies and an estimate of the likely
duration of such inability;

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 14.4.2 shall, when that Party knows that such inability is likely to
terminate and when it terminates, immediately give notice thereof
to the other Party, which shall be confirmed in writing as soon
thereafter as is possible;

14.4.3 the Parties shall co-operate together and use all reasonable efforts
to overcome, or failing which, to minimise the effect of such
inability; and

14.4.4 neither Party shall be obliged to subsequently perform any

obligation hereunder not performed as a consequence of and
during any such inability, and the duration of this Agreement shall
not be extended as a consequence of any such inability.

14.5 No indulgences granted by any Party shall constitute a waiver of any of that
Party's rights under this Agreement, accordingly, that Party shall not be
precluded, as a consequence of having granted such indulgence, from
exercising any rights against the other Party which may have arisen in the
past or which may arise in the future.
Signed at

Accepted and agreed by:

MAPHUMULO MEAT DISTRIBUTORS (PROPRIETARY) LIMITED

By: ___________________

Name: Nhlanhla Themba Smangaliso Themela

Title: Director
Date:
Signed at _______________________________

Accepted and agreed by:

NESAWA ENTERPRISE (PROPRIETARY) LIMITED

By: ___________________

Name: Nelson Sunnyboy Sibiya

Title: Director
Date: ___________________________________

Signed at:___________________________________

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