SHANAKA CAPITAL

NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT

BETWEEN

SHANAKA CAPITAL GMBH

AND

Mr. SEM CIRAK RAMAZAN

Shanaka Capital GmbH | CEO Jude Ngu’Ewodo | Lahntal Str. 15, 80995 Munich, Germany | Telephone: +49 (0174) 444 9 440
Facsimile: +49 8232 8087506| Incorporation Number HRB 237731| District Court: Munich | Head Office: Munich, Germany
 SHANAKA CAPITAL
This non-circumvention and non-disclosure agreement (the « Agreement ») is entered into as
of the date of signature, by and between:

1) SHANAKA Capital GmbH, a company organized and existing under the laws of Germany,
with its head office located at: Zeisigweg 3, Langerringen, Bavaria, 86853 Germany and Lahntal
Str. 15, Munich, Bavaria, 80995 Germany,

Hereinafter referred to as “Shanaka”

2) Mr. SEM CIRAK RAMAZAN c/o La Chambre de Commerce et d’industrie Turque en Côte
d’Ivoire, Abijan

Hereinafter referred to as “The Partner”

Each of the above parties being hereinafter referred to as a "Party" or “Signatory”

and, together, as the "Parties" or “Signatories”.

RECITALS

WHEREAS to the purpose of facilitating business transactions in general and Petroleum

Products in particular, the Parties are sharing information regarding certain business entity that is
involved or might be involved with any of the Parties (the « Third Party »), and

WHEREAS the Parties recognize the inherent value of an introduction or referral which results
in a business transaction which is financially beneficial to one or all of the parties.

NOW, THEREFORE, in consideration of the mutual promises herein contained and for other
good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned
parties, intending to be legally bound, do hereby irrevocably agree as follows:

ARTICLE 1 PURPOSE OF THE AGREEMENT

This Agreement combines a non-disclosure and a non-circumvention agreements.

Each Party, individually and on behalf of those it represents, agrees that it is under an obligation of
confidentiality as defined herein.

Accordingly, the commitments of confidentiality in this Agreement are a condition to each Party’s
willingness to engage in the contemplated business discussions and planning.

Each Party agrees that it shall not use another Party’s Confidential Information other than for the Purpose,
unless the same is done pursuant to a new agreement with all other Signatories to this Agreement.

Shanaka Capital GmbH | CEO Jude Ngu’Ewodo | Lahntal Str. 15, 80995 Munich, Germany | Telephone: +49 (0174) 444 9 440
Facsimile: +49 8232 8087506| Incorporation Number HRB 237731| District Court: Munich | Head Office: Munich, Germany
 SHANAKA CAPITAL

ARTICLE 2 CONFIDENTIAL INFORMATION

Confidential Information shall include, and shall be deemed to include, all information conveyed by each
Signatory to the others orally, in writing, by demonstration, or by other media, related to the Third Party
and any potential investment related to the latter.

ARTICLE 3 NON-CIRCUMVENTION

Each Signatory hereby agrees for himself or herself, their officers, directors, agents, associates and any
related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved
with the Third Party, including directly or indirectly, by or through another Party, its officers, directors,
agents or associates, without the specific written approval of the other Party(ies).

In Particular, “The Partner” will ensure full transparency and enforce that Shanaka be present at all
meetings, Virtual or not that Contacts, Buyers introduced by Shanaka will attend with “The Partner” or its
refinery, or seller. Not doing so, will be an act of circumvention and penalized as

ARTICLE 4 EXCLUSIVE RIGHTS TO CLIENTS, FUNDING SOURCES, CONTRACTORS, AND

THIRD PARTIES

Each party shall maintain exclusive rights to contacts, clients, funding sources, mandates,
advisors, refineries, and third parties identified or introduced during the course of this
agreement. Furthermore, at the conclusion of each individual transaction, each party will revert
back to contacting the other party for new business with new clients, contacts, contractors,
funding sources or third parties identified or introduced by the other party. New business is
defined as business that has not been identified or discussed or sanctioned between the parties.
This obligation shall survive the termination of this agreement.

ARTICLE 5 COMPENSATION, FEES, PROFIT SHARING

(i) Upon Successful closing of a transaction introduced by “The Partner” Shanaka will pay to “The
Partner” and all his affiliates, a commission fee of 3%.
(ii) The commission fee will be paid as Shanaka and its affiliates are paid by the Principal / owners
/ Stakeholders of the project introduced by “The Partner”.
(iii) Shanaka will not be liable of any other payment beyond those specified in (i).

ARTICLE 6 TERM

This Agreement shall, by mutual consent of the Parties, remain in force and effect for a period of three (3)
years from the date signed and executed by all Parties, with the effective date being the date on which the
final signature is affixed hereto.

This Agreement is irrevocable and non-cancellable.

Shanaka Capital GmbH | CEO Jude Ngu’Ewodo | Lahntal Str. 15, 80995 Munich, Germany | Telephone: +49 (0174) 444 9 440
Facsimile: +49 8232 8087506| Incorporation Number HRB 237731| District Court: Munich | Head Office: Munich, Germany
 SHANAKA CAPITAL
ARTICLE 7 PARTIES BOUND

This Agreement shall be binding on parties hereunder signed and as applicable to their successors, assigns,
agents, associated companies, appointed representatives and intermediaries, and in the case of individual
parties, their respective heirs, administrators and executors.

ARTICLE 8 REMEDY

A circumvented Party shall be entitled to claim:

(a) The non-circumvention damage, i.e. the total amount of interests from fees, earnouts,
profits customary earned in similar roles, commissions, which would have been due, and
(b) All losses sustained by the non-defaulting party of such breach, and
(c) All expenses incurred in enforcing any legal remedy rights based upon or arising out of
this agreement.

ARTICLE 9 INDEPENDENCE OF THE PARTIES

No agency or partnership relationship is created between the Parties by this Agreement.

No Party has an obligation under this Agreement to purchase any service or item from any of the other
Parties, or to offer any service or item for sale to any of the other Parties and that any agreement to have a
business relationship between the Parties will exist only when such agreement is in writing and duly
executed by all the Parties hereto.

ARTICLE 10 NO WAIVER

Failure by any Party to enforce any rights under this Agreement is not to be taken or deemed to be a waiver
of those rights unless the Party acknowledges the waiver in writing.

ARTICLE 11 CONSTRUCTION

It is hereby declared that the foregoing paragraphs, sub-paragraphs, and clauses of this Agreement shall be
read and construed independently of each other. Shall any part of this Agreement or its paragraphs, sub-
paragraphs, or clauses be found invalid it shall not affect the remaining paragraphs, sub-paragraphs and
clauses.

ARTICLE 12 UNDERSTANDING

All signatories hereto acknowledge that they have read and each party fully understands the terms and
conditions contained in the agreement and by their signature hereby unconditionally to its terms as of the
date noted herein.

Shanaka Capital GmbH | CEO Jude Ngu’Ewodo | Lahntal Str. 15, 80995 Munich, Germany | Telephone: +49 (0174) 444 9 440
Facsimile: +49 8232 8087506| Incorporation Number HRB 237731| District Court: Munich | Head Office: Munich, Germany
 SHANAKA CAPITAL
ARTICLE 13 GOVERNING LAW – DISPUTE RESOLUTION

13.1 Governing Law: The Agreement shall be governed by and interpreted in accordance with
the laws of United States, without regards to conflict of laws, rules and principles.

13.2 Dispute Resolution: All disputes, controversies or claims arising out of or in connection with
this Agreement, including the breach, termination or invalidity of the Agreement, shall be
exclusively brought before the institutions of the courts mentioned in 12.1. Any decision and/or
award made by such a court shall be final, conclusive and binding for the Parties.

ARTICLE 14 NOTICES

All notices, requests, claims, demands or other communications hereunder relating hereto shall
be given in writing and shall be (a) personally delivered, (b) sent by telecopy, facsimile
transmission or other electronic means of transmitting written documents, including without
limitation, e-mails, or (c) addressed to the other Parties by registered letter with
acknowledgement of receipt, or by private overnight mail courier service (DHL or similar) at the
following addresses:

(a) If to Shanaka, to:

Mr. Jude S. Ngu Ewodo

Lahntal Str. 15, Munich, Bavaria, Germany, 80995
E-Mail: jsn@shanaka-capital.com

(b) If to The Partner, to:

______________________

______________________

______________________

E-Mail: ____________________

ARTICLE 15 ASSIGNMENT

No rights, obligations or liabilities under the Agreement shall be assignable by any Party without
the prior written consent of the other Parties.

In witness whereof, the parties have executed this Agreement on the date below written:

Shanaka Capital GmbH | CEO Jude Ngu’Ewodo | Lahntal Str. 15, 80995 Munich, Germany | Telephone: +49 (0174) 444 9 440
Facsimile: +49 8232 8087506| Incorporation Number HRB 237731| District Court: Munich | Head Office: Munich, Germany
 SHANAKA CAPITAL

SHANAKA CAPITAL GMBH

By:

Name: Jude S. Ngu’Ewodo

Title: CEO
Date: 25.1.2024

THE PARTNER

By: ______________________
Name: _____________________
Title: ___________________
Date: 18.02.2024

Shanaka Capital GmbH | CEO Jude Ngu’Ewodo | Lahntal Str. 15, 80995 Munich, Germany | Telephone: +49 (0174) 444 9 440
Facsimile: +49 8232 8087506| Incorporation Number HRB 237731| District Court: Munich | Head Office: Munich, Germany
 SHANAKA CAPITAL
EXHIBITS: PASSPORTS

Shanaka Capital GmbH | CEO Jude Ngu’Ewodo | Lahntal Str. 15, 80995 Munich, Germany | Telephone: +49 (0174) 444 9 440
Facsimile: +49 8232 8087506| Incorporation Number HRB 237731| District Court: Munich | Head Office: Munich, Germany