VORA ROBOTICS’ SHAREHOLDERS AGREEMENT

BETWEEN

ABUBAKAR SADIQ SALIHIJO AHMAD

(THE 1ST SHAREHOLDER)

AND

MOHAMMED MANSUR ABUBAKAR

(THE 2ND SHAREHOLDER)

AND

SHAMSUDDEEN JIBRIL
(THE 3RD SHAREHOLDER)

AND

ISIAKU MUSA
(THE 4TH SHAREHOLDER

DATED THIS ____ DAY OF _________ 2024

CONTENTS
____________________________________________________________
CLAUSE
1. Interpretation............................................................................................................................
2. Business of the VORA ROBOTICS ........................................................................................
3. Suspensive Conditions............................................................................................................
4. Shareholding Provisions..........................................................................................................
5. Conflicts With Memorandum And Articles Of Association.......................................................
6. Restrictions On Shareholders..................................................................................................
7. Assignment of Interest and Withdrawal as Shareholder..........................................................
8. Undertakings............................................................................................................................
9. Directors and Management.....................................................................................................
10. Proceedings of Directors.....................................................................................................
11. Shareholders’ Meetings.......................................................................................................
12. Shareholders Not To Bind the VORA ROBOTICS .............................................................
13. Right Of Members To Inspect Books Of The VORA ROBOTICS .......................................
14. Warranties............................................................................................................................
15. Dividend Policy....................................................................................................................
16. Pre-emptive Rights..............................................................................................................
17. Permitted Transfers.............................................................................................................
18. Options To Purchase...........................................................................................................
19. Tag Along.............................................................................................................................
20. Shareholder Contributions...................................................................................................
21. Dilution on Default in respect of the Funding.......................................................................
22. Default..................................................................................................................................
23. Compulsory Transfer on Default..........................................................................................
24. Fair Value.............................................................................................................................
25. Term and Termination..........................................................................................................
26. Dispute Resolution...............................................................................................................
27. Further assurance................................................................................................................
28. Entire agreement.................................................................................................................
29. Variation and waiver............................................................................................................
30. Costs....................................................................................................................................
31. No Partnership or Agency....................................................................................................
32. Notices.................................................................................................................................

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33. Severance............................................................................................................................
34. Counterparts........................................................................................................................
35. Rights and remedies............................................................................................................
36. Governing law and jurisdiction.............................................................................................

SCHEDULE
Schedule 1 Matters reserved for shareholder approval............................................................
Schedule 2 Deed of adherence.................................................................................................

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THIS SHAREHOLDERS’ AGREEMENT is made this ___ day of ______________ 2024

BETWEEN

ABUBAKAR SADIQ SALIHIJO AHMAD of No. 30 Bamako Street, Wuse Zone 1, Abuja Nigeria
(hereinafter referred to as “ The 1 st Shareholder” which expression shall where the
context so admit include his successors-in-title and assigns) of the first part.
AND
MOHAMMED MANSUR ABUBAKAR of No. 14 Kamba Close Unguwan Dosa Kaduna,
Kaduna State (hereinafter referred to as “ The 2 nd Shareholder” which expression shall
where the context so admit include his successors-in-title and assigns)) of the second
part;
AND
SHAMSUDDEEN JIBRIL, of No. 48 Makarfi Road, Kawo Kaduna, Kaduna State (hereinafter
referred to as “ The 3rd Shareholder” which expression shall where the context so admit
include his successors-in-title and assigns)) of the third part;
AND
ISIAKU MUSA , of No. 32 Rock Road, Unguwan Dosa, Kaduna, Kaduna State (hereinafter
referred to as “The 4th Shareholder” which expression shall where the context so admit
include his successors-in-title and assigns)) of the final part
All shareholders herein shall be collectively referred to as the “shareholders” and individually
as a “shareholder in accordance to their numbers in order herein.

BACKGROUND

(A) The shareholders intend to collaborate as a team with a view to founding,

conceptualizing and starting a business idea concept and related products and services
with the objectives as clearly set out in the Memorandum of Association and article of
association of the company.
(B) The shareholders who doubled as founders of the company intend to start, develop and
grow the business into a company that will be a front liner among the Nigeria Companies
and beyond.
(C) The founders are desirous of setting rules and regulations for themselves to be bounded
with, prior to the incorporation of the company and after the incorporation, subject to the
provisions of Company and Allied Matters Act, Investment and Security Act and other
related legislations.
(D) The Company has at the date of this Agreement (as herein defined) authorized share
capital of N1,000,000. (One Million Naira) divided into 1,000,000 (One Million ) ordinary

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 shares of N1:00 each, of which 1st Shareholder, 2nd shareholder, 3rd shareholder and 4th
shareholder are hereby allotted 28%, 24%, 20% and 10% of the ordinary shares of the
Subscribed shares in this order respectively.
(E) That pursuant to paragraph “D” above, each shareholder is entitled to the ordinary
shares of the company as prescribed in the below table:

SN NAMES OF SHAREHOLDERS SHARES SHARE ALLOTED

ALLO IN EQUITY
TED
IN
PERC
ENTA
GE

1 ABUBAKAR SADIQ SALIHIJO AHMAD 28% 277,331.39

2 MOHAMMED MANSUR ABUBAKAR 24% 236,176.18

3 SHAMSUDDEEN JIBRIL 20% 201,795.70

4 ISIAKU MUSA 10% 95,691.21

(F) The Shareholders agree that this Agreement regulates the management and operation
and entitlement of every shareholder of the Company in accordance with the terms and
conditions of this Agreement.

IT IS AGREED as follows:

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this Agreement.
1 Director” means any director appointed to the Board by Vora Robotics
2 Shareholder” means any person entitled to shares of Vora Robotics named in this
agreement or any such person whose shares have been transferred to in accordance
to this agreement
3 “Agreement” means this Shareholders’ Agreement.
4 “Articles” means the articles of association of the Vora Robotics as amended from
time to time.
5 “Auditors” means independent auditors of the Vora Robotics as appointed from time
to time.

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6 “Board” means the board of Directors of the Vora Robotics as constituted from time to
time.
7 “Business” has the meaning given in this agreeement
8 “Business Plan” means a business plan for the upcoming financial year incorporating,
but not limited to budgets, capital expenditure and maintenance to be reviewed and
approved by the Board.
9 “CAMA” means the Companies and Allied Matters Act 2020.
10 “Claims” means any Shareholder’s claims against the Vora Robotics arising from
their contributions to the Vora Robotics pursuant to this Agreement.
11 “Deed of Adherence” means the deed of adherence in the form set out in Schedule 2.
12 “Development” has the meaning given in this Agreement.
13 “Development Cost” has the meaning given in this Agreement.
14 “Development Documentation” has the meaning given in this Agreement.
15 “Director” means a director of the Vora Robotics.
16 “Effective Date” means the date which this agreement is signed by the last shareholder
of the company
17 “Fair Value” means, in respect of the Vora Robotics or any Shares and Claims, the fair
value thereof as agreed or determined in this agreement
18 “Initial Contributions” means the initial contributions provided by the Shareholders as
set out in this agreement
19 “Land” has the meaning in this agreement.
20 “Majority” means those Shareholders who for the time being hold Shares in the Vora
Robotics that together confer not less than 50% of the total voting rights exercisable in
general meetings of the VORA ROBOTICS .
21 “Memorandum” means the memorandum of association of the VORA ROBOTICS as
amended from time to time.
22 “Pro Rata Share” means each Shareholder’s share in the Company, which share may
change, in which event, “Pro Rata Share” shall mean the relevant share then held by
any Shareholder in the Company.
23 “Reserved Matters” means the matters listed in Schedule 1.
24 “Shareholders” means any holder of Shares from time to time
25 “Shares” means the issued ordinary shares in the share capital of the VORA
ROBOTICS designated as such in the Memorandum and having the rights set forth in
the Memorandum and in this Agreement.

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26 "Signature Date" means the date of signature of this Agreement by the Party by whom
it is last signed or affixes its common seal.
27 “Special Majority of Shareholders” means in instances where the approval of the
special majority of the shareholders is required, such approval may be obtained either
by-
27a) Shareholders holding more than 75% (seventy-five per cent) of the voting rights
in the Company agreeing in writing to the relevant proposal or resolution; or
27b) Shareholders holding more than 75% (seventy-five per cent) of the voting rights
of those Shareholders present and entitled to vote a duly convened and
constituted meeting of Shareholders voting in favour of the relevant proposal or
resolution.
28 “Subscription Shares” means the 1,000,000 (One million) ordinary shares of ₦1.00
each in the issued share capital of the VORA ROBOTICS to be allotted to the
Subscribers.

1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this
Agreement.

1.3 References to clauses and Schedules are to the clauses of and Schedules to this
Agreement and references to paragraphs are to paragraphs of the relevant Schedule.

1.4 The Schedules form part of this Agreement and shall have effect as if set out in full in the
body of this Agreement. Any reference to this Agreement includes the Schedules.

1.5 A reference to this Agreement or to any other agreement or document is a reference

to this Agreement or such other agreement or document, in each case as varied from
time to time.

1.6 Unless the context otherwise requires, words in the singular shall include the plural and
in the plural shall include the singular.

1.7 Unless the context otherwise requires, a reference to one gender shall include a
reference to the other genders.

1.8 A person includes a natural person, corporate or unincorporated body and partnership
(whether or not having separate legal personality).

1.9 A reference to a Party shall include that party's successors and permitted assigns.

1.10 A reference to a company shall include any company, corporation or other body
corporate, wherever and however incorporated or established.

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1.11 Unless expressly provided otherwise in this Agreement, a reference to writing or
written includes fax and email.

1.12 Any words following the terms including, include, in particular, for example or any
similar expression shall be construed as illustrative and shall not limit the sense of the
words, description, definition, phrase or term preceding those terms.

1.13 References to a document in agreed form are to that document in the form agreed by
the Parties and initiated by them or on their behalf for identification.

1.14 A reference to any legislation or legislative provision is a reference to it as amended,

extended or re-enacted from time to time.

1.15 A reference to any legislation or legislative provision shall include all subordinate
legislation made from time to time under that legislation or legislative provision.

1.16 Any obligation on a Party not to do something includes an obligation not to allow that
thing to be done.

2. Business of the VORA ROBOTICS

2.1 The business of the VORA ROBOTICS are:

i. Design, develop, and manufacture innovative drones, robotics, and automation

solutions for various industries and sectors.
ii. Provide comprehensive drone services including aerial mapping, precision
agriculture, infrastructure inspections, and data analysis.
iii. Promote the use of advanced robotics and automation technologies to enhance
efficiency, productivity, health and safety in diverse fields.
iv. Establish strategic partnerships with local and international stakeholders,
including technology providers, research institutions, and government bodies.
v. Actively engage with regulatory authorities to advocate for favorable regulations
that support the responsible and safe use of drones and robotics in business
operations.
vi. Conduct research and development activities to stay at the forefront of
technological advancements in the field of drones, robotics, and automation.
vii. Offer training programs and educational initiatives to raise awareness about the
benefits and potential applications of drones and robotics.
viii. Build a skilled workforce by collaborating with educational institutions and
providing job opportunities in the robotics and automation sector. Contribute to

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 the growth and development of the Nigerian economy by promoting indigenous
manufacturing capabilities and job creation.
ix. Ensure customer satisfaction by providing reliable and high-quality products,
services, and technical support.
x. Establish a strong brand presence that is synonymous with innovation, quality,
and excellence in the field of robotics and automation.
xi. Expand market reach by actively participating in trade shows, exhibitions, and
industry events to showcase VORA Robotics' capabilities.
xii. Continuously improve and optimize the efficiency and performance of drones,
robotics, and automation systems through ongoing research and development.
xiii. Adhere to ethical business practices and uphold the highest standards of
integrity, transparency, and corporate responsibility.
xiv. Contribute to sustainable development by promoting environmentally friendly
practices and minimizing the environmental impact of operations.

2.2 Each Shareholder shall use its reasonable endeavours to promote and develop the
Business to the best advantage of the VORA ROBOTICS .

3. Suspensive Conditions

3.1 This Agreement, save for the provisions of the Surviving Provisions, which continue to
remain of full force and effect, is subject to the fulfilment of the following Suspensive
Conditions:
(a) Every Shareholders resolving to approve the entering into this Agreement and
each shareholder signing this agreement
(b) Vora Robotics facilitating the obtaining of the requisite registration and permits
for business from the relevant authorities.

3.2 The Parties shall respectively use their best endeavours to procure that the Suspensive
Conditions are fulfilled as soon as practicable.

4. Shareholding Provisions

4.1 The Subscription Shares allotted to the Subscribers in the Articles shall be credited as
fully paid up in consideration for their contributions as set out herein

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5. Conflicts With Memorandum And Articles Of Association

5.1 If there is any conflict between the provisions of this Agreement and the Memorandum
and Articles at any time, the provisions of this Agreement shall prevail.

5.2 The Shareholders undertake to take all such steps and do all such things as may be
necessary to alter (promptly after the Effective Date) the Memorandum and Articles so
as to reflect, insofar as may be appropriate, the provisions of this Agreement.

6. Restrictions On Shareholders

6.1 Notwithstanding anything else contained in this Agreement, the Company shall not
register any person as a Shareholder unless such person has complied with the
requirements of clause 7.

7. Assignment of Interest and Withdrawal as Shareholder

7.1 In addition to any other requirements for a person to become a Shareholder, no person
desiring to become a Shareholder shall become a Shareholder unless-
(a) that person and the relevant exiting Shareholder complete and sign a separate
written agreement in terms of which that person purchases and takes cession of
the Shares and Claims of the exiting Shareholder and gives notice of this to the
VORA ROBOTICS and other Shareholder; and
(b) that person signs the Deed of Adherence.

8. Undertakings

8.1 Each of the undertakings given by the Parties under this Agreement shall continue in full
force and effect notwithstanding Completion.

8.2 Each Shareholder undertakes to the other Shareholder and to the VORA ROBOTICS
that:
(a) it has the required power and authority to enter into this Agreement;
(b) it has the required power and authority to fully perform its obligations and
exercise its rights under this Agreement;
(c) this Agreement is legal, valid and binding on it;
(d) it will not breach any provision of its statutes, bye-laws or other constitutional
documents, any contract or other agreement by which it is bound, or any other
law, regulation or judgement of any relevant court or government agency by
entering into this Agreement and the transaction contemplated therein,

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 and in case of any breach of undertaking under this clause 8.2, the undertaking
Shareholder agrees to indemnify and keep indemnified the other Shareholder against
such breach.

8.3 Each of the Shareholders undertakes to the other that it will at all times act in good faith
in all dealings with the other Shareholder and with the VORA ROBOTICS in relation to
the matters contained in this Agreement and that it will use all reasonable endeavors to
co-operate with the other Shareholder in the running and operation of the VORA
ROBOTICS .

8.4 Each of the Shareholders shall exercise their respective rights and powers to ensure, so
far as they lawfully can, that the VORA ROBOTICS complies with its obligations under
this Agreement and any other agreements to which the VORA ROBOTICS is a party,
and that the Business is conducted in accordance with good business practice and on
sound commercial and profit-making principles.

8.5 Without prejudice to the foregoing provisions of this clause 8, the Shareholders agree
that the VORA ROBOTICS will be run in accordance with the following general
principles, as varied from time to time with the written agreement of the Shareholders:
(a) the VORA ROBOTICS shall carry on and conduct its business and affairs in a
proper and efficient manner and for its own benefit;
(b) the VORA ROBOTICS shall transact all of its business on commercial arm’s
length terms;
(c) the Business shall be carried on in accordance with the policies laid down from
time to time by the Board and in accordance with the Business Plan;
(d) the VORA ROBOTICS shall maintain with a well-established and reputable
insurer adequate insurance against necessary risks usually insured against by
companies carrying on the same or a similar business as the Business;
(e) the VORA ROBOTICS shall use all reasonable endeavours to obtain and
maintain in full force and effect all permissions, approvals, consents and
licences required for the carrying on of the Business; and
(f) the VORA ROBOTICS shall keep each of the Shareholders informed on a
quarterly basis as to all its financial and business affairs.

8.6 Subject to clause 8.8:

(a) the VORA ROBOTICS undertakes to the Shareholders in the terms of the
General Undertakings and to comply with the General Undertakings;
(b) the Shareholders jointly and severally undertake to each other to exercise any
powers that they may have as Shareholders and to vote their Shares in favour
of any resolutions proposed in general meetings in order to give effect to the
General Undertakings and not to vote their Shares against any resolution

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 proposed in general meetings which would, to their knowledge, either directly or
indirectly, give rise to a breach of the General Undertakings.

8.7 If the VORA ROBOTICS fails to comply with its obligations under clause 8.6(a) to
supply information to the Shareholders under the General Undertakings, the
Shareholders shall be entitled to instruct a firm of requisite professionals to prepare and
submit to each Shareholder and to the VORA ROBOTICS (at the cost of the VORA
ROBOTICS ) the information which should have been supplied to the Shareholders
under the General Undertakings together with any other financial information concerning
the VORA ROBOTICS as the Shareholders shall require and the VORA ROBOTICS
shall give such appointed firm access to its premises, if any, and financial records and
all the assistance which the firm may reasonably request for this purpose.

8.8 The VORA ROBOTICS shall only be obliged to observe and perform its obligations
under this Agreement to the extent that it is permitted by law to do so.

8.9 The VORA ROBOTICS and each of the Shareholders separately (and not jointly and
severally) undertake to each other:
(a) to exercise their respective powers and votes (including those powers and votes
as may be vested in any nominee) to ensure that:
(i) this Agreement and the Articles are complied with; and
(ii) all meetings of the Board or meeting of a committee of the Board and
every general meeting of the VORA ROBOTICS shall be quorate.

8.10 Unless otherwise provided in this Agreement, in the case of any conflict between this
Agreement and the Articles, this Agreement shall prevail on all parties to this Agreement.
Each Shareholder agrees that it will, if so requested by the other Shareholders, exercise
all rights available to it as a Shareholder of the VORA ROBOTICS to approve any
necessary amendments to the Articles to remove that conflict.

9. Directors and Management

9.1 The Shareholders agree that the overall management and supervision of the VORA
ROBOTICS shall be the responsibility of the Board and that all major and strategic
decisions of the VORA ROBOTICS shall be subject to the approval of the Board.

9.2 The shareholders shall have the power in accordance to the number of shares to appoint
the chairman of the company or any other officer during general meeting of the
shareholders and each shareholders shall have voting strength in accordance to the
shares he holds in the company.

9.3 A shareholder for the purpose of appointment of any officer of the company shall be
entitled to a vote and any votes shall be determined by simple majority.

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9.4 The Shareholder which disposes of all of its Shares, shall cease to be a shareholder
and absence shall not affect any act done while he was a shareholder, without any
claims for compensation:

(a) if such Shares are acquired by other existing Shareholders in the VORA
ROBOTICS , on payment in full of the purchase price by those purchasing
Shareholders; or

(b) if such Shares are to be acquired by a third party, simultaneously with the
transfer of the Shares to the said third party, such third party shall assumed to
be a shareholder entitled to all rights accrued proportionate to the number of
shares he hold

9.5 Any director may call a meeting of the Board, provided that the provisions of clause 10
are complied with.

9.6 In undertaking the day-to-day management of the VORA ROBOTICS , the Board shall:

(a) approve the appointment of legal advisors, auditors and other professionals
where such appointments are necessary;

(b) approve the annual accounts and financial statements of the VORA ROBOTICS

(c) procure the registration and compliance by the VORA ROBOTICS with all
statutory requirements;

(d) open banking accounts in the name of the VORA ROBOTICS ;

(e) operate within the parameters as set out in the objectives of the Company.

10. Proceedings of Directors

10.1 Chairperson

The Board shall elect one of the members as chairperson (“Chairperson”) at the first meeting of
the Board and such appointment shall, unless agreed otherwise at any subsequent
meeting of the Board, last for two (2) years. ******

10.2 Notice of meeting

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 (a) A notice may be given by the VORA ROBOTICS to any Director personally or
be sent by electronic mail to him or to his nominated electronic mail address
within at least 5 (five) Days prior to the said meeting.

(b) A notice of a meeting of the Board shall be sent to every Director and shall
include the date, time and place of the meeting and the matters to be discussed.

(c) An irregularity in the notice of a meeting is waived where all Directors and
Shareholders entitled to receive notice of the meeting attend the meeting
without protest as to the irregularity.

10.3 Methods of holding meetings

(a) A meeting of the Board must be:

(i) held by that number of directors constituting a quorum being assembled

together at the place, date, and time appointed for the meeting; or

(ii) by means of audio, or audio visual, communication by which all directors

participating and constituting a quorum can simultaneously hear each
other throughout the meeting.

10.4 Quorum

(a) A quorum for a meeting of the Board shall consist of 1 (one) director
representing each Shareholder.

(b) No business may be transacted at a meeting of directors if a quorum is not

present.

(c) Where a quorum is not present within 1 (one) hour after the time appointed for
the meeting, the meeting shall be adjourned to the same day in the following
week at the same time and place and the company secretary shall notify all
Directors and Shareholders of the adjournment and the details of the adjourned
meeting.

(d) Where, at the adjourned meeting, a quorum is not present within 1 (one) hour
after the time appointed for the meeting then the Directors or their proxies
present, provided that at least 2 (two) directors appointed by 2 (two) different
Shareholders are present, shall be a quorum.

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10.5 Alternative Directors

A Director may, by written notice, appoint an alternate who is entitled to attend meetings in the
absence of the Director who appointed him and to vote or consent in the place of that
Director.

10.6 Voting

(a) Each Director shall have that number of votes equal to the number of Shares
held by the Shareholder present at the Board meeting.

(b) Decisions of the Board shall be approved by ordinary majority based on number
of Shares in the VORA ROBOTICS .

10.7 Resolution in writing

(a) A resolution in writing, signed or assented to by all Directors is as valid and

effective as if it had been passed at a meeting of the Board duly convened and
held.

(b) Any such resolution may consist of several documents (including facsimile,
electronic mail or other similar means of communication) in like form each
signed by one or more Directors.

(c) A copy of any such resolution shall be entered in the minute book of Board
proceedings.

10.8 Other proceedings

The Board is to meet, at a minimum, once every 6 (six) months.

11. Shareholders’ Meetings

11.1 The VORA ROBOTICS shall hold 1 (one) Shareholders’ meeting every year as its
annual meeting, in addition to any other Shareholders’ meeting of the VORA ROBOTICS
during that year.

11.2 Chairperson

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The first chairperson elected by the Shareholders at the first meeting, shall be a representative
of Founding Shareholders and such appointment shall, unless agreed otherwise by the
Majority of Shareholders, last for 3 (three) years and the chairperson shall be required to
chair the meetings at which they are present.

No person shall serve as the chairperson of the Company unless he holds shares in the
company. Without prejudice to this, a shareholder can authorize a person in his stead to
be appointed as a chairperson, and in that circumstance such a shareholder cannot hold
any other position in the company.

11.3 Notice of meetings

(a) Written notice of the time and place of a Shareholders’ meeting shall be sent to
every Shareholder entitled to receive notice of the meeting and to every
Director, at least 5 (five) Days before the date set for the meeting.

(b) The notice shall state:

(i) the nature of the business to be transacted at the meeting in sufficient

detail to enable a Shareholder to form a reasoned judgement in relation
thereto; and
(ii) the text of any special resolution to be submitted at the meeting.

(c) Any material irregularity in a notice of a Shareholders’ meeting shall be waived

where all the Shareholders entitled to attend the meeting, do so attend without
protest as to the irregularity, or where all such Shareholders vote to approve the
ratification of the defective notice.

(d) Any accidental omission to give notice of a meeting to, or the failure to receive
notice of a meeting by a Shareholder shall not invalidate the proceedings at that
meeting provided the affected Shareholder is present. Any Shareholder present,
either personally or by proxy, at any meeting of the VORA ROBOTICS shall for
all purposes be deemed to have received due notice of such meeting and where
required, of the purposes for which such meeting was convened.

(e) The chairperson may, or where directed by the meeting, shall, adjourn the
meeting from time to time and from place to place, but no business shall be
transacted at any adjourned meeting other than the business left unfinished at
the meeting from which the adjournment took place.

(f) Notwithstanding the foregoing, for the purposes of an adjourned meeting as

contemplated in above, electronic notice, sent by the chairperson or the
company secretary, advising the Shareholders of the time and place of the

15
 adjourned meeting shall be deemed to be sufficient notice for the adjourned
meeting.

11.4 Methods of holding Shareholders’ meetings

(a) A meeting of Shareholders may be held either:

(i) by a number of Shareholders who constitute a quorum, being assembled

together at the place, date, and time appointed for the meeting; or

(ii) by means of audio, or audio-visual, communication by which all

Shareholders participating and constituting a quorum, can
simultaneously hear each other throughout the meeting.

11.5 Quorum

(a) Where a quorum is not present, no business shall, subject to this clause 11.5,
be transacted at a Shareholders’ meeting.

(b) The necessary quorum for a meeting of Shareholders shall consist of at least 3
Shareholders present in person or by proxy.

(c) Where a quorum is not present within 1 (one) hour after the time appointed for
the meeting, the meeting shall be adjourned to the same day in the following
week at the same time and place and the company secretary shall notify all
Shareholders of the adjournment and the details of the adjourned meeting.

(d) Where, at the adjourned meeting, a quorum is not present within 1 (one) hour
after the time appointed for the meeting then the Shareholders or their proxies
present, provided that at least 2 (two) Shareholders are present, shall be a
quorum.

11.6 Voting by poll

Voting shall be by poll and shall be taken in such manner as the chairperson directs, and the
result of the poll shall be deemed to be the resolution of the meeting.

11.7 Votes of Shareholders

(a) Every Shareholder, present in person or by proxy and who is entitled to vote in
terms of this Agreement, shall have one vote for every Share held by them.

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(b) Save in respect of Reserved Matters and as otherwise provided for in this
Agreement, all resolutions of the Shareholders shall be validly passed by a
Majority of the Shareholders.

(c) Subject to clause 11.7(d), if there is a deadlock between the Shareholders or

Directors, as the case may be, as to any resolution proposed, which cannot be
resolved, the resolution in question shall fail. Any such failure or deadlock shall
not constitute a ground for the winding-up of the VORA ROBOTICS.

(d) If any resolution of the VORA ROBOTICS is proposed that the VORA
ROBOTICS institute any legal proceedings against any Shareholder or
Director, such resolution shall be deemed to be within the Shareholders’ domain
not the Directors’ domain. If any Shareholder vetoes any such resolution, and
as a result the requisite majority to pass the resolution cannot be obtained then,
provided that the remaining Shareholders furnish an indemnity to the VORA
ROBOTICS against all costs, losses or damages of whatsoever nature which
the VORA ROBOTICS may sustain in bringing any such legal proceedings,
such vetoing Shareholder shall be deemed to have voted in favour of the
resolution.

(e) Notwithstanding the provisions of clause 11.7 or anything to the contrary

contained in this Agreement:

(i) should the CAMA or the Articles require that any matter be approved by
Shareholders, such approval must be obtained at a duly convened and
constituted meeting of the Shareholders, or by way of a resolution
signed by or on behalf of the Shareholders, provided that special
resolutions or resolutions required by the CAMA to be approved in a
general meeting may only be passed at a duly convened and constitute
a meeting of the Shareholders;

(ii) and in addition to other matters separately specified in this Agreement

as requiring approval by Special Majority of Shareholders, no action will
be taken by either the Shareholders or the Directors in respect of any of
the matters listed in Schedule 1, and the powers of the Board will be
limited so that it will not have the power to take any action, in regard to
the matters listed in Schedule 1 or without the approval of a Special
Majority of the Shareholders, or whether required in terms of the CAMA,
without approval by way of a special resolution of those matters listed in
Schedule 1;

(iii) if at any time during the period of this Agreement any “New Shares” are
required to be issued on the basis set out in clause 21, such New
Shares shall be issued with the approval of the Majority of the
Shareholders.

17
11.8 Proxies

(a) A Shareholder may exercise the right to vote either by being present in person
or by proxy.

(b) A proxy for a Shareholder may attend and be heard at a Shareholders’ meeting
as if the proxy were the Shareholder.

(c) A proxy shall be appointed by notice in writing signed by the Shareholder and
the notice shall state whether the appointment is for a particular meeting or a
specified term.

(d) A proxy form shall be sent with each notice calling a Shareholders’ meeting.

(e) The instrument appointing a proxy shall be in the following form:

[INSERT COMPANY’S NAME]

I/we ....................... of ...…......., being ordinary shareholders of the above-

named Company, hereby appoint ...………………………, or failing
him/her, .......…………... of ..................……...

as my/our proxy to vote for me/us at the meeting of the Company to be held
on ...........…………….................. and at any adjournment of the meeting.

Signed this ................ day of ...........................……….

11.9 Minutes of Shareholders’ Meetings

The company secretary shall ensure that minutes are kept of all proceedings at Shareholders’
meetings.

12. Shareholders Not To Bind the VORA ROBOTICS

12.1 None of the Shareholders will have the ability, power or capacity independently to bind
the VORA ROBOTICS in any way.

18
12.2 Each of the Shareholders undertakes that it will not seek to bind the VORA ROBOTICS
in any way and each of the Shareholders respectively undertakes not to hold itself out at
any time, to any third party as having the authority to bind the VORA ROBOTICS in any
manner whatsoever.

13. Right Of Members To Inspect Books Of The VORA ROBOTICS

13.1 The books of account and other books and documents of the VORA ROBOTICS shall
be kept at the registered office of the VORA ROBOTICS and shall be open to inspection
of the Shareholders during the reasonable hours of business.

14. Warranties

14.1 The Shareholders represent and warrant to each other that except as disclosed in
writing prior to the execution of this Agreement:
(a) no contract, transaction, commitment, liability or obligation whatsoever has been
entered into or incurred by the VORA ROBOTICS at any time since its
incorporation;
(b) no share or loan capital of the VORA ROBOTICS is under option or agreed to
be put under option;
(c) the execution of this Agreement and each of the documents to be executed by it
has been validly authorized and the obligations expressed as being assumed by
it under this Agreement constitute its valid, legal and binding obligations.

15. Dividend Policy

15.1 Unless otherwise agreed in writing by the Majority of the Shareholders, the Shareholders
shall at all times exercise their voting rights in the VORA ROBOTICS so that the VORA
ROBOTICS will declare its annual net profit after tax of the VORA ROBOTICS by way
of distributions to the Shareholders, provided that in so far as the costs of executing any
projects has been deducted thus, no sum shall be paid to any shareholder until all
amounts are repaid to debtors whose money has been used in executing any project of
the company.

16. Pre-emptive Rights

16.1 Save as otherwise set out herein, no Shareholder may sell, assign or transfer any of its
Shares without first offering to sell such Shares to the other Shareholder(s) as set out in
this clause 16. A Shareholder shall be permitted to sell, assign or transfer all or some of
its Shares, provided that such Shareholder complies with all requirements and
formalities stipulated in this Agreement.

16.2 Where a Shareholder is required to offer its Shares to the other Shareholders as
contemplated in terms of this clause 16, the following provisions shall apply:

19
 (a) that Shareholder (the “Vendor”) shall irrevocably offer (the “Offer”), in writing,
the Shares to the other Shareholder (the “Offeree Shareholder”) stating the
number of Shares it wishes to transfer (the “Offered Shares”), the price at which
it wishes to transfer the Offered Shares, if applicable the particulars of the
person (the “Intended Transferee”) to whom it wishes to transfer the Offered
Shares and all other terms applicable to such intended transfer;

(b) the Offered Shares shall be offered in writing to the Offeree Shareholder(s) and
the Offeree Shareholder shall, within 20 (twenty) days from the date of the Offer
(the “Offer Period”), notify the VORA ROBOTICS and the Vendor in writing of
its intention to purchase the Offered Shares;

(c) should the Offeree Shareholder notify the VORA ROBOTICS and the Vendor in
accordance with clause 16(b) that it wishes to purchase the Offered Shares it
shall be allocated the Offered Shares that was offered to it.

(d) should the Offeree Shareholder fail to notify the VORA ROBOTICS and the
Vendor in accordance with clause 16(b) that it does not wish to purchase the
Offered Shares then the Offer shall be deemed to have been rejected in its
entirety by the Offeree Shareholder and the Vendor shall, subject to any
relevant terms of this Agreement, be entitled to sell the Offered Shares to the
Intended Transferee on terms which are no more favourable than the terms
offered to the Offeree Shareholder. Any sale to third parties must be completed
within 60 (sixty) days of the expiry of the Offer Period.

16.3 Notwithstanding anything to the contrary contained in this clause 16, no transfer to an
Intended Transferee shall be permitted without the prior written notice to the Board.

16.4 Notwithstanding anything to the contrary in this clause 16, every transfer of Share by any
Shareholder shall be deemed to involve a corresponding transfer of a proportionate part
of such Shareholder’s Claim and the value of the Share shall be determined in
accordance with the parameters set out in clause 24.

17. Permitted Transfers

17.1 Subject only to compliance with clause 7 and as set out in this clause 17, all
Shareholders can freely transfer all or any of its Shares and Claims to any Permitted
Transferee by delivering a notice to this effect to the VORA ROBOTICS and the other
Shareholder.

17.2 Prospective Shareholders shall promptly complete the matters contemplated in clause 7
within 5 (five) Days of delivery of the notice in clause 7.1, and the VORA ROBOTICS
shall give effect to the transfer within 10 (ten) Business Days of the fulfilment by the
transferring Shareholder(s) and the prospective Shareholder of their obligations in terms
of clause 7.

20
18. Options To Purchase

18.1 At any time during the period of this Agreement, any Shareholder (the “Notifying Party”)
shall have the right by notice in writing to the other (the “Notified Party”) to stipulate the
price and terms of payment and any other terms and conditions at which the Notifying
Party is willing to either, at the election of the Notified Party:

(a) purchase the Shares held by the Notified Party (the “Notified Party’s Shares”)
at the purchase price stipulated therein; or

(b) sell to the Notified Party the Shares held by the Notifying Party (the “Notifying
Party’s Shares”) at the purchase price stipulated therein.

18.2 The Notified Party shall be obliged within 10 (ten) Days after receipt of notice in terms of
clause 18.1 to provide written notification to the Notifying Party of its election therein
referred to, provided that if it fails, at the expiry of the stipulated period referred to in
such notice, to have made its election as stated herein, the Notified Party shall be
deemed to have made the election stated in clause 18.1(a).

18.3 Upon the election of clause 18.2 having been made or deemed to have been made as
provided for therein, the Notified Party shall be deemed to have:

(a) purchased the Shares of the Notifying Party at the stipulated purchase price and
on the same terms and conditions as specified in the notice referred to in clause
18.1; or

(b) sold its Shares to the Notifying Party at the stipulated purchase price and on the
same terms and conditions as specified in the notice referred to in clause 18.1.

18.4 On the occurrence of any purchase or sale as contemplated in clause 18.3, the Notifying
Party’s Shares or the Notified Party’s Shares, as the case may be, shall be delivered
and/or transferred to the relevant Party against payment of the purchase price. The
purchase or sale of the Notified Party’s Shares or the Notifying Party’s Shares, as the
case may be, shall be purchased on an “as is” basis and without any warranties or
representatives of any nature whatsoever.

19. Tag Along

19.1 Should:

(a) A Shareholder(s) holding more than 50% (the “Majority Shareholder”) of the
entire issued ordinary share capital of the VORA ROBOTICS receive an offer

21
 (“Outside Offer”) for the purchase of the entire issued ordinary share capital of
the VORA ROBOTICS ; and

(b) the Majority Shareholder have signified, in writing, to the other Shareholder (the
“Minority Shareholder”), their intention to accept the Outside Offer, which notice
shall contain all material terms of the Outside Offer and shall be deemed to
constitute an offer by the Majority Shareholder to sell all their shares in and all
their Claims against the VORA ROBOTICS to the Minority Shareholder, mutatis
mutandis, upon the same material terms as contained in the Outside Offer,
which shall be irrevocable and capable of acceptance by the Minority
Shareholder for a period of 15 (fourteen) Days after the giving of such notice;
and

(c) the Majority Shareholder’s offer to the Minority Shareholder in terms of clause
21.5 be refused or not be accepted wholly in writing; and

(d) the Outside Offer does not differentiate between any of the Shareholders as to
the purchase consideration payable in respect of shares or loan claims or in any
other material respect,

then, any other provision of this Agreement and/or the Memorandum and Articles
conferring pre-emptive or other similar rights on the Shareholders of the VORA
ROBOTICS , shall not apply and the Majority Shareholder shall have the right to
require the Minority Shareholder who/which shall then be obliged, to join with the
Majority Shareholder in accepting the Outside Offer and giving effect to any sale
resulting therefrom.

19.2 If the Majority Shareholder (as defined in clause 19.1(a)) receives an offer from a third
party to purchase part of the Shares held by the Majority Shareholder, then
notwithstanding that the Majority Shareholder has complied with the provisions of this
Agreement governing the pre-emptive rights of Shareholders, the Majority Shareholder
shall not be entitled to sell to such third party the Shares in respect of which the offer is
received unless, if any of the remaining Shareholders to whom the offer has not been
made indicates in writing in response to the offer made under the aforesaid provisions
governing the pre-emptive rights of Shareholders, that it wishes to dispose of its portion
of the Shares on the same terms and the Majority Shareholders shall procure that an
identical offer is made by such third party to the remaining Shareholders concerned.

20. Shareholder Contributions

20.1 The VORA ROBOTICS shall require funding to undertake the Project and to pay the
Development Cost.

22
20.2 Shareholders contribution to the going concern of the company shall be its Initial
Contribution. All funding requirements of the VORA ROBOTICS shall be provided by the
Shareholders on the basis of their shares and as set out hereunder.

20.3 The Shareholders shall provide the Initial Contributions, which as at the Effective Date
shall be as follows:

(a) Shareholders shall provide cash contributions for financing the projects of the
company based on the agreed formula reached during the shareholders
meeting and in this respect:

(i) all such amounts advanced by will be credited to the account solely for
the project under reference;

(ii) the VORA ROBOTICS shall, on the basis stated in this clause 20.3(a),
be entitled to draw cash contributions from Shareholders from time to
time by delivering draw down notices to Shareholders. Any such draw
down shall be paid within 10 (ten) Days after receipt by Shareholders of
such draw down notice; and

(iii) if the VORA ROBOTICS is required to make payment of any amounts in

respect of project to any third-party suppliers, professionals or
contractors in respect of the project, and insofar as such amounts would
have been paid from cash contributions advanced to the VORA
ROBOTICS by Shareholders, the VORA ROBOTICS may request
Shareholders to pay any such on its behalf directly to such third party.

20.4 If the Special Majority of Shareholders agree:

(a) at any time after the Effective Date and until the Opening Date, that the VORA
ROBOTICS requires funding for the purpose of maintaining, enhancing or for
the purpose of executing a project; or

(b) at any time after the Opening Date, that a refurbishment, capital improvement,
extension or other expenditures is necessary or desirable or that any further
funding is required by the VORA ROBOTICS for the purpose of maintaining,
enhancing or executing a project;

the VORA ROBOTICS shall apply for loan facilities (the “Additional Funding”) to
be granted to it by third party financiers, at the most favourable rates and on
normal commercial terms. The Board shall be responsible for facilitating the

23
 granting of the loans and in negotiating the terms of such loans on behalf of the
VORA ROBOTICS .

20.5 If the VORA ROBOTICS is not able to procure the Additional Funding, either from third
party financiers as set out in clause 20.4, if agreed to by the Special Majority of
Shareholders, be obliged to make payment of the required funding requirements in
accordance with their Pro Rata Shares by advancing cash contributions to the VORA
ROBOTICS .

20.6 If Shareholders fail or are unable to contribute their proportionate shares of the funding
as required in terms of clause 20.5 the non-defaulting Shareholder shall be entitled,
without prejudice to any remedy or right permitted in terms of this Agreement or in law,
to invoke the provisions of clauses 21, 22 and 23.

21. Dilution on Default in respect of the Funding

21.1 Should a Shareholder (the “defaulting Shareholder”) fail to provide any funding (the
"Funding") which is required in respect of this Agreement and remain in default for more
than ten (10) Days after dispatch of a written notice by the VORA ROBOTICS calling
upon such a Shareholder to remedy that default, the defaulting Shareholder’s
shareholding in the VORA ROBOTICS shall, at the request of any of the other
Shareholders which complied with their funding obligations (the “non-defaulting
Shareholder(s)”), provided that such request is exercised by the non-defaulting
Shareholder(s) within three (3) calendar months from the expiry of the said ten (10) day
written notice referred to herein, be diluted in proportion to the Funding, or any part
thereof, which it failed to advance, without prejudice to any other right that the non-
defaulting Shareholder(s) may have against the defaulting Shareholder, whether under
this Agreement or in law. Such dilution shall be effected by issuing new Shares to the
other Shareholders (the “New Shares”).

21.2 The dilution referred to in clause 21.1 will be effected by taking into consideration the fair
value of the VORA ROBOTICS , to be determined mutatis mutandis in accordance with
the provisions of clause 24. The dilution formula shall thus be the issue of a number of
additional New Shares which shall be the result of multiplying the excess financing
(“Excess Financing”) (i.e., that total financing sum requested by the VORA ROBOTICS
from the Shareholders and duly advanced by the non-defaulting Shareholder(s), against
which sum the other defaulting Shareholder(s) has failed to advance), by the total
number of issued Shares divided by the VORA ROBOTICS 's fair value immediately
prior to advancing the Excess Financing; (By way of example, if the fair value of the
VORA ROBOTICS = N1 million, the total number of issued shares = 100 and Excess
Financing = N200,000, then the number of New Shares will be 20, that is [N200,000 x
100] divided by N1 million).

24
21.3 The issuance of the New Shares to a Shareholder who has fully complied with its
funding obligations, where applicable, shall be in accordance with the issuance of this
agreement’s Shares procedure, and on the basis that the New Shares shall not be
offered and issued to the defaulting Shareholder, who will thus be diluted as a
consequence of the issuance of the New Shares to the non-defaulting Shareholder(s).

21.4 Should there be more than one (1) non-defaulting Shareholders, each of them shall be
entitled to subscribe for New Shares on a pro-rata basis and with reference to their
respective shareholdings prior to such subscription.

21.5 The Majority of the Shareholders undertake to vote, as may be required or necessary in
terms of the Articles, the CAMA or this Agreement, in favour of any resolution for the
implementation of the provisions of this clause 21 and, in particular, with reference to the
issue by the VORA ROBOTICS of the New Shares.

22. Default

22.1 It shall be an event of default (an "Event of Default") in respect of a Shareholder if:

(a) the Shareholder does not pay any amount payable by it under this Agreement
and such amount remains unpaid after the expiry of 10 (ten) Days following the
delivery to such Shareholder of a Notice demanding such payment to be made;

(b) an application is made to a court of competent jurisdiction (and such application

is not discharged within 20 (twenty) Days thereof), or a resolution is passed, for
the winding-up, bankruptcy, dissolution or administration of the company
Shareholder(otherwise than in the course of a reorganisation or restructuring);

(c) any action is taken (and not withdrawn within 10 (ten) Days) to appoint a
manager, receiver, administrative receiver, administrator, trustee or other similar
officer in respect of any assets which include the Shares and claims held by that
Shareholder;

(d) A Shareholder becomes insolvent and convenes a meeting of its creditors or

makes or proposes any arrangement or composition with, or any assignment for
the benefit of, its creditors;

(e) the Shareholder commits a breach of this Agreement and (if capable of remedy)
fails to remedy the same within 5 (five) Days after Notice to do so being given
by the non-defaulting Shareholder; or

(f) such Shareholder ceases to carry on business in the ordinary course;

25
22.2 If an Event of Default occurs in relation to a Shareholder (a "Defaulting Shareholder")
then, without prejudice to the Defaulting Shareholder’s obligations under this Agreement
and to any other rights or remedies available to any of the Shareholders with respect to
the Defaulting Shareholder, at any time whilst such Event of Default exists:

(a) the Defaulting Shareholder shall not exercise its rights attached to the Shares
held by it or any other rights granted under this Agreement;

(b) if ythe defaulting share holder is also a director, he shall be suspended from
directorship; and

(c) the Shareholders who have not defaulted (the “Non-Defaulting Shareholders”)
shall be entitled by Notice to the Defaulting Shareholder (copied to the other
Parties) to:

(i) appoint an independent director to replace the Director suspended in

accordance with clause 22.2(b) and

(ii) require a transfer of Shares in accordance with clause 23.

22.3 If an Event of Default occurs or any other breach of this Agreement and the defaulting
Party fails to remedy that breach within the relevant cure period as may be applicable to
such Event of Default or, in respect of any other breach of the terms of this Agreement,
within 10 (ten) Days after receipt from the other Party of written notice calling upon it so
to do, then the Party aggrieved by that breach shall be entitled, in addition to and without
prejudice to any rights or remedies available to it with respect to the defaulting Party,
either to:
(a) enforce the specific performance of the terms hereof; and/or
(b) recover such damages as they may have sustained.

22.4 The Parties' remedies under 14.3 shall not be exhaustive and shall be in addition and
without prejudice to any other remedies they may have whether for damages or
otherwise.

23. Compulsory Transfer on Default

23.1 If an Event of Default has occurred and has not been remedied in the relevant cure
period by the Defaulting Shareholder, then the Non-Defaulting Shareholder(s) shall have
the right, in addition to and without prejudice to any of its rights as set out in clause 22,
to require, by giving notice to the VORA ROBOTICS and the Defaulting Shareholder,
that the Defaulting Shareholder shall:

26
 (a) sell and transfer its Shares to the Non-Defaulting Shareholder; and
(b) sell and cede its Claims to the Non-Defaulting Shareholder, in accordance with
the provisions of clause 23.2 below.

23.2 If a Defaulting Shareholder is required to sell its Shares and cede its Claims pursuant to
clause 23.1 (a "Default Sale Notice") then, the Defaulting Shareholder shall offer to sell
its Shares and cede its Claims to the Non-Defaulting Shareholder for the purchase price
being the value of the Defaulting Shareholder’s Shares and Claims.

23.3 The offer of the Defaulting Shareholder’s Shares and Claims pursuant to the Default
Sale Notice shall be available to the Non-Defaulting Shareholder without prejudice to
other rights and remedies it may have against the Defaulting Shareholder.

23.4 The voting rights attached to any Share in respect of which a Default Sale Notice given
pursuant to this Agreement shall forthwith be suspended until such time as the relevant
Shares and Claims shall have been transferred in accordance with this Agreement

24. Fair Value

24.1 Whenever the Fair Value is required to be determined, -

(a) of the VORA ROBOTICS , all the Shareholder’s shall attempt to agree such
value in writing; or

(b) of Shares and Claims, all the Shareholders shall attempt to agree in writing to
such value.

24.2 Should the Shareholders fail to so agree in writing, the Fair Value of the VORA
ROBOTICS or the relevant Shares and Claims will be determined by the Auditors. In so
certifying, the Auditors shall:

(a) act as experts and not as arbitrators and, whose decision shall in the absence
of manifest error be final and binding on the Parties;

(b) value the VORA ROBOTICS or the relevant Shares and Claims having regard
to the price a willing buyer would pay to a willing seller negotiating at arm’s
length;

(c) not taking into account the illiquidity of the Shares and Claims;

(d) take into account any submissions, whether oral and/or in writing provided by
each of the Shareholders; and

27
 (e) endeavour to provide their determination within thirty (30) days of their
appointment, which determination may include at their election any orders as to
costs.

25. Term and Termination

25.1 This Agreement, notwithstanding the Signature Date, shall commence on the Effective
Date.

25.2 This Agreement shall (unless terminated at an earlier date pursuant to the terms of this
Agreement) continue in force until the happening of the earliest of:

(a) the liquidation and winding up of the VORA ROBOTICS ; and

(b) all of the Shareholders ceasing to hold Shares pursuant to the exercise of the
rights contained in this Agreement.

A Party shall cease to be bound by the provisions of this Agreement on the sale of
its Shares and cession of its Claims to a third party, save for such obligations as are
expressed to survive termination of this Agreement.

25.3 Following the termination of this Agreement pursuant to clause 25.2, this Agreement
shall cease to bind the Parties, save that:

(a) in respect of an occurrence under clause 25.2(b), each Shareholder shall do all
things in its power to continue to operate the VORA ROBOTICS in the ordinary
course of its business as it existed at the time of such termination until an
agreement is reached as to what to do with such VORA ROBOTICS and its
assets or such VORA ROBOTICS is put into voluntary liquidation;

(b) nothing shall relieve a Party from any liability or obligation in respect of any act
or omission up to the date of such termination; and

(c) nothing shall affect a Party’s obligations under this clause 25 in the case of
termination.

26. Dispute Resolution

26.1 The Parties shall endeavour to amicably resolve any dispute or misunderstanding that
may arise in relation to the terms of this Agreement by mutual consultation within fifteen
(15) Business Days of occurrence of the dispute.

28
26.2 Where the Parties are unable to arrive at an amicable resolution of the dispute within the
prescribed timeframe, such dispute shall be referred to mediation. The legal seat of the
mediation shall be the court with jurisdiction within Nigeria. The language of the
mediation proceedings shall be English language and conducted in accordance with the
provisions of the Arbitration and Conciliation Act, Cap A18, Laws of the Federation of
Nigeria, 2004. Without prejudice to this clause, any vernacular familiar to by all the
parties involved can be used during the mediation.

26.3 The mediator shall be appointed by the President, Institute of Chartered Mediators and
Conciliators (ICMC) Nigeria and shall be knowledgeable in real estate development
transactions. The Parties shall bear the cost of mediation equally. Without prejudice, the
shareholders have the right to appoint any other suitable mediator.

26.4 Where at the expiration of forty-five (45) days from an appointment of a mediator, Parties
are unable to resolve their dispute by mediation, Parties may file an action in court.

26.5 The fact that any dispute has been referred to or is the subject of arbitration in terms of
this clause 26.1, as well as any information submitted or furnished to the arbitrators or in
any other manner forming part of the record of any arbitration proceedings, shall be kept
confidential by the Parties to such arbitration proceedings, and the Parties shall use their
reasonable endeavours to procure that all their employees, agents or advisers who are
involved in or who obtain knowledge of any confidential information disclosed during
such proceedings, shall be made aware of, and shall undertake in writing to be bound
by, and to comply with, the provisions of this clause 26.1.

26.6 This clause 26 shall be severable from the rest of this Agreement and shall remain
effective if this Agreement is cancelled or terminated.

27. Further assurance

Each Party shall and shall use all reasonable endeavours to procure that any relevant third
party shall promptly execute and deliver such documents and perform such acts as the
other Parties may reasonably require from time to time for the purpose of giving full
effect to this Agreement.

28. Entire agreement

28.1 This Agreement, together with the documents referred to in it, constitute the entire
agreement between the Parties and supersede and extinguish all previous discussions,
correspondence, negotiations, drafts, agreements, promises, assurances, warranties,
representations, arrangements and understandings between them, whether written or
oral, relating to their subject matter.

28.2 Nothing in this clause shall limit or exclude any liability for fraud.

29. Variation and waiver

29.1 No variation of this Agreement shall be effective unless it is in writing and signed by the
Parties (or their authorised representatives).

29
29.2 A waiver of any right or remedy under this Agreement or by law is only effective if given
in writing and signed by the Party waiving such right or remedy and shall not be deemed
a waiver of any subsequent right or remedy.

29.3 A failure or delay by any Party to exercise any right or remedy provided under this
Agreement or by law shall not constitute a waiver of that or any other right or remedy,
nor shall it prevent or restrict any further exercise of that or any other right or remedy. No
single or partial exercise of any right or remedy provided under this Agreement or by law
shall prevent or restrict the further exercise of that or any other right or remedy.

29.4 A person that waives a right or remedy provided under this Agreement or by law in
relation to one person, or takes or fails to take any action against that person, does not
affect its rights or remedies in relation to any other person.

30. Costs

Each Party shall pay its own costs and expenses incurred in connection with the negotiation,
preparation, execution and performance of this Agreement.

31. No Partnership or Agency

31.1 The relationship between the Shareholders as such shall not be construed as that of
quasi partners.

32. Notices

32.1 For the purposes of this 32, but subject to 32.7, notice includes any other
communication.

32.2 A notice given to a Party under or in connection with this Agreement:

(a) shall be in writing and in English;
(b) shall be signed by or on behalf of the Party giving it;
(c) shall be sent by a method listed in 32.5; and
(d) unless proved otherwise, is deemed received as set out in 32.5 if prepared and
sent in accordance with this clause.

32.3 The addresses, email addresses and contacts for service of notices are:
a. Abubakar Sadiq Salihijo Ahmad
30 Bamako Street, Wuse Zone 1, Abuja Nigeria.
09012186210
sadiqsalihijo@gmail.com

b. Mohammed Mansur Abubakar

No. 14 Kamba Close Unguwan Dosa Kaduna, Kaduna State
08032623171
almansurbukar@gmail.com

30
 c. Shamsuddeen Jibril
No. 48 Makarfi road, Kawo Kaduna,

Kaduna State
08133979794
elshams9794@gmail.com

d. Isiaku Musa
No. 32 Rock Road, Unguwan Dosa, Kaduna, Kaduna State
08050986457
isiyakumusa2011@gmail.com

e. VORA ROBOTICS : MAIN OFFICE:

11 Dawaki Road, Kaduna, Kaduna State.
ABUJA OFFICE:
Edson Close, Off 69 Road, behind COCIN Church, Gwarimpa - Abuja, Nigeria.
CONTACT DETAILS:
+234 813 397 9794
+234 901 218 6210

32.4 A Party may change its details for service of notices as specified in 32.3 by giving notice
to the other Parties provided that in the case of a change to the Party's postal address,
the new address is an address in Nigeria, the change taking effect for the Party notified
of the change at 9.00 am on the later of:
(a) the date, if any, specified in the notice as the effective date for the change; and
(b) the date 3 Business Days after deemed receipt of the notice.

32.5 This 32.5 sets out the delivery methods for sending a notice to a Party under this
Agreement and, for each delivery method, the date and time when the notice is deemed
to have been received:
(a) if delivered by hand, at the time the notice is left at the address;
(b) if sent by pre-paid post, at 9.00 am on the forth Day after posting;
(c) if sent email, at the time of transmission.

32.6 If deemed receipt under 32.5 would occur outside Usual Business Hours, the notice shall
be deemed to have been received when Usual Business Hours next recommence. For
the purposes of this clause, Usual Business Hours means 9.00 am to 5.30 pm local
time on any day which is not a Saturday, Sunday or public holiday in the place of receipt
of the notice.

32.7 This 32 does not apply to the service of any proceedings or other documents in any legal
action.

33. Severance

33.1 If any provision or part-provision of this Agreement is or becomes invalid, illegal or

unenforceable, it shall be deemed deleted, but that shall not affect the validity and

31
 enforceability of the rest of this Agreement.

33.2 If any provision or part-provision of this Agreement is deemed deleted, the Parties shall
negotiate in good faith to agree a replacement provision that, to the greatest extent
possible, achieves the intended commercial result of the original provision.

34. Counterparts

34.1 This Agreement may be executed in any number of counterparts, each of which shall
constitute a duplicate original, but all the counterparts shall together constitute the one
agreement.

34.2 No counterpart shall be effective until each Party has delivered to the others at least one
executed counterpart.

35. Rights and remedies

The rights and remedies provided under this Agreement are in addition to, and not exclusive of,
any rights or remedies provided by law.

36. Governing law and jurisdiction

36.1 This Agreement and any dispute or claim (including non-contractual disputes or claims)
arising out of or in connection with it or its subject matter or formation shall be governed
by and construed in accordance with the laws of the Federal Republic of Nigeria.

36.2 Each Party irrevocably agrees that the courts of the Federal Republic of Nigeria shall
have exclusive jurisdiction to settle any dispute or claim (including non-contractual
disputes or claims) arising out of or in connection with this Agreement or its subject
matter or formation.

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Schedule 1 Reserved Matters

Notwithstanding anything to that appears to the contrary in this Agreement, the undertaking of
the matters set out in the paragraphs below shall not be carried out by any of the Shareholders
(and the Shareholders shall procure that the Board shall not undertake any of the following
matters) unless consented to by the holders of at least 75% of the issued Shares in the VORA
ROBOTICS :

Share Issues

Save for the issue of any “New Shares” on the basis set out in clause 21 of this
Agreement, which shall require the approval of the Majority of the Shareholders:

The creation, allotment or issue of any shares or securities by the VORA ROBOTICS , or the
grant of any right to require the allotment or issue of any such shares or securities (other
than the creation, allotment or issue of any shares or securities pursuant to this
Agreement); or

Modification, variation, alteration or removal of any of the rights, privileges or restrictions

attaching to any Shares or reorganisation of the share capital of the VORA ROBOTICS
in any way subject to the application of clause 4.2.
Share reorganisations

Other than pursuant to this Agreement and in respect of any “New Shares” required to
be issued as set out in clause 21 of the Agreement, which shall require the approval of
the Majority of the Shareholders, the increase, reduction, repayment, purchase (or re-
purchase), sub-division, consolidation or other variation of the share capital of the VORA
ROBOTICS , subject to the application of clause 4.2.

Amendment to Memorandum or Articles

The amendment of any provision of the Memorandum or of the Articles.

Guarantees

The creation, extension or variation of any guarantee by the VORA ROBOTICS , save
as (i) implied by law, (ii) made in the normal course of Business by the VORA
ROBOTICS , or (iii) required pursuant to the terms of any bank loan facility agreement
pursuant to which the VORA ROBOTICS may raise debt capital for the Development
(“Finance Agreement”).

Subsidiary undertakings

The acquisition or formation by the VORA ROBOTICS of any subsidiary undertaking.

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Joint ventures, partnerships

The formation, entry into, termination or withdrawal from any partnership, consortium,
joint venture or any other unincorporated association by the VORA ROBOTICS .

Charges

The creation, extension or variation of any mortgage or charge or other security,

interest or encumbrance by the VORA ROBOTICS (otherwise than in accordance with
the Finance Agreement or any document to be entered into pursuant to the Finance
Agreement or any security created pursuant to them).

Changes to accounting policies

Any change in the VORA ROBOTICS ’s accounting reference period or any material
change to the VORA ROBOTICS ’s accounting policies.

Business Plan

The approval of the annual business plan and operating budgets for the VORA
ROBOTICS .

Disposal of the Business and the Technology Village

The disposal of the whole or a substantial part of the Technology Village or the Business
or the making of any change in the nature of the Business.

Material Alteration to Nature of the Business

A material alteration to the nature of the Business as described in this Agreement.

Winding-up

The giving of any resolution to wind up the VORA ROBOTICS , or the filing of any
petition for the appointment of an administrator or liquidator, or the making of an
invitation to any person to appoint a receiver, a receiver manager or administrator, or
any analogous event.

VORA ROBOTICS Operating Policies

Any approval to or amendment or cancellation of any of the VORA ROBOTICS

operating policies and the adoption of any new operating policies.

Auditors

The dismissal of the Auditors or the appointment of new Auditors.

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Financial Statements

The approval of the annual financial statements.

Professional Advisors and Consultants

The appointment of any professional advisors and consultants or arrangers in relation to

any refinancing of the VORA ROBOTICS .

Service Contracts

The entry into any service contract with, or contract for services for, any Shareholder or
any director or any connected person, or the variation of any existing service contract
with, or contract for services for that person.

Third Party Financing

The application for and grant of further financing by a third party to the VORA
ROBOTICS in respect of the Business.

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Schedule 2 Deed of adherence

THIS DEED OF ADHERENCE is made on _________________ 20 and is SUPPLEMENTAL

to a Shareholders’ Agreement dated this____________day of____________20 and
made between

[insert parties], as amended from time to time (the “Shareholders’ Agreement”)

WHEREAS:

A. By a transfer dated [●], [insert name of transferor] (the “Old Shareholder”) transferred to
[insert name of transferee] (the “New Shareholder”) [●] Shares in Nasarawa Technology
Village Limited (the “Company”).
B. This Deed is entered into in compliance with the terms of Clause 7 (Assignment of Interest
and Withdrawal as Shareholder) of the Shareholders’ Agreement.

NOW THIS DEED WITNESSES as follows:

1. The New Shareholder hereby confirms that it has been supplied with a copy of the
Shareholders’ Agreement and covenants to observe, perform and be bound by all the
terms of the Shareholders' Agreement applicable to the Old Shareholder and which have
not been performed at the date hereof to the intent and effect that the New Shareholder
shall upon seeking and obtaining all consents that may be required by the laws of the
Federal Republic of Nigeria, be deemed with effect from the date of this Deed to be a
party to the Shareholders’ Agreement and to be a Shareholder.
2. This Deed is made for the benefit of the original parties to the Shareholders’ Agreement
and any other person or persons who after the date of the Shareholders’ Agreement (and
whether or not prior to or after the date of this Deed) adhere to the Shareholders’
Agreement.
3. Save where the context otherwise requires, words and expressions defined in the
Shareholders’ Agreement have the same meanings when used herein.
4. This Deed shall be governed by and construed in accordance with the laws of the Federal
Republic of Nigeria, and the provisions of Clauses 26 (Dispute Resolution), 32 (Notices)
and 36 (Governing Law) of the Shareholders’ Agreement shall apply mutatis mutandis as
if set out herein.

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5. For the purposes of Clause 32 (Notices) of the Shareholders’ Agreement, the name and
address of the New Shareholder are as set out in this Deed.

This Deed of Adherence has been executed as a deed and it has been delivered on the date
stated at the beginning of this Deed of Adherence.

Signed as a deed by

[Note: Execution blocks to be inserted.]

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IN WITNESS WHEREOF the Parties have executed this Agreement the day and year first
above written, and certify that they have read, understood, and agreed to the terms and
conditions as set forth herein.

SIGNED AND SEALED

1st Shareholder

…………………………………………….

SIGNED …………………………………………….

2nd Shareholder

SIGNED

3rd Shareholder …………………………………………….

SIGNED

4th Shareholder …………………………………………….

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