MEMORANDUM OF UNDERSTANDING

Preamble: This memorandum of understanding is hereby agreed upon and entered into
by Mr. Dan Etete, A citizen of Nigeria

Herein after referred to as “The Investor”.

AND

Mr. Juandre Thinus Botha, a citizen of South Africa

Herein after referred to as “The Consultant”.

Whereas The Investor has a deposit containing the sum of USD75, 000,000.00
(Seventy Five Million, United States Dollars) which he has declared to legally be at his
disposal and under his power to administer and appropriate as he may deem fit.

Whereas The Investor has also declared that the said fund in deposit is of legally sound origin and not
proceed of illegal, drug or terrorism related origin or purpose And whereas he is trusting the Consultant
and desires to obtain his assistance for the purpose of investment of funds.

And whereas the Consultant has accepted to receive the funds for investments in:

i. Mid-term investments in Real Estate.

ii. Any other investments as per the sole discretion of The Consultant.
iii. Oil and gas
iv. Tourism

And whereas “The Investor” and “The Consultant" have agreed as under:

Article 1. The Preamble set forth above constitute an integral part of this Agreement At all times
And considered a fundamental condition to execute the Agreement.

Article 2. Transfer of Funds: The Investor will transfer the money mentioned above to the
Consultant or any other nominees presented by the Consultant.

Article 3.Responsibilities:

A. The Consultant shall:

i. Assist Investor for the purpose of Investing the above mentioned funds USD75, 000,000.00 (Seventy Five
Million, United States Dollars) in the business development as mentioned in the Preamble of
this agreement.

ii. Providing details of the investment opportunities to the Investor for his information
And confirmation before executing the transactions.

B. The Investor shall:

i. Provide the Consultant with general outlines of the proposed investments intended and any
properties to be purchased.
ii. Make the funds USD75, 000,000.00 (Seventy Million, United States Dollars) available to the
Consultant for the investments as mentioned.
iii. Provide all necessary legal documentation for Consultant to receive funds.

Article 3. Commissions and Expenses:

i. Transfer Fee: The Consultant will charge 2% of the total funds transferred to the Consultants
account as transfer fee.
i. Taxes: The Consultant will be authorized to pay any and all of the taxes levied in any shape
when-ever and where-ever on the deal. Such fees paid shall be deducted from the transferred
amount during settlement and payment of titles from the principal amount.

ii. Business Commissions: The net profit resulting from the trade/investments (mentioned above)
will be distributed between both parties on a 40/60% basis (60 for the investor).

Article 4. Representations and Warranties

A. Of Consultant to Investor:

i. Once funds have been received by Consultant and deposited into Consultant's nominated Trust account, the
Consultant would have full authority and control over the funds.
ii. The Consultant will keep genuine communications with the Investor as and when required
and also on monthly, quarterly, bi-annual and annual basis by proper accounting reporting
systems.

B. Of Investor to the Consultant:

i. The source of these funds to be utilized, derived, transferred will always be valid and
legitimate funds for the purpose of conducting business opportunities.
ii. This Agreement constitutes a legal, valid binding obligation of the Investor enforceable
against it in accordance with its terms and conditions.

Article 5. Duration of this MOU:

i. This MOU is signed for a period of Ten (5) years from the date of effectiveness of this MOU. MOU will be
effective the date the funds are transferred to The Consultant’s nominated account after signing and legalization
of this MOU. This MOU can be renewed for any further periods by the mutual consent of the "Investor" and the
"Consultant" accordingly.

ii. In case of death or permanent disability of any of the parties involved in this agreement, the
agreement will automatically be transferred to the legal heirs of the affected party. The list of
legal heirs will be sent in writing by each party to this MOU.

Article 6. Termination of the Agreement: This agreement can be terminated by any party
giving an advanced notice of six months to the other party. In such a case all steps
will be taken that no party gets any losses whatsoever accordingly.
Article 7. Confidentiality: This agreement is confidential and is governed by the rules of
International Chamber of Commerce, Paris, France.

Article 8: General: The Consultant shall be bound by all international and municipal regulations, laws
and standards of accountability and probity aimed at establishing and ensuring transparency of
operations and The Consultant shall also be obliged to confer with, and inform the investor before
making any major decision as affecting the said funds. That The Consultant shall perform all acts
and duties in this regard in the spirit of fairness, goodwill and uprightness looking upon the
countenance of justice and equity.

We the above mentioned do hereby attest to the herein stated terms and articles of our
understanding, and do promise to confirm and abide by all the terms herein defined and do
hereby place our seals and sign this day 13th Day of January, in the year 2024.

The Investor: Mr. Dan Etete

The Consultant: Juandre Thinus Botha _______________________