Terms & Conditions.

RAISE OPTIONS LTD

TERMS AND CONDITIONS

FOR START-UPS REGISTERED ON THE VENTURE CAPITAL INTERACTIVE INVESTMENT PORTAL

1. Introduction

These Terms and Conditions form the legally binding memorandum under which Start-Up Organizations may be registered and operate within the Venture Capital Interactive Investment Portal. Acceptance of these Terms is thus a pre-condition for registration and the Start-Up Organization herewith indicates such acceptance by clicking the ACCEPT button at the bottom of this page, therewith entering into an Agreement with Raise Options Limited in terms of its activities on this Portal, and thus these Terms and Conditions shall hereunder be referred to as an Agreement.

2. Interpretations & Definitions

i. The headings of the clauses in this Agreement are for the purpose of convenience and reference only and shall not be used in the interpretation of this Agreement or any clause hereof.

ii. Unless a contrary intention clearly appears, words importing –

1. any one gender include the other gender;

2. the singular include the plural and vice versa; and

3. natural persons include created entities (corporate or un-incorporated) and vice versa.

iii. Unless specifically otherwise provided, any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day falls on a day that is not a business day, the next succeeding Business Day.

iv. Where figures are referred to in numerals and in words, and there is any conflict between the two, the words shall prevail, unless the context indicates a contrary intention.

v. The rule of construction that states that this Agreement shall be interpreted against the Party responsible for the drafting of this Agreement, shall not apply.

vi. In this Agreement the words "clause" or "clauses" refer to clauses of this Agreement.

vii. The following terms shall have the meanings assigned to them hereunder and cognate expressions shall have corresponding meanings, namely –

1. “Agreement” means these terms and conditions.

2. “Business Day” or “Day” or “Days” means any day other than a Saturday, Sunday or national public holiday in Nigeria;

3. “Effective date” means the date on which the Start-Up clicks the Acceptance Button at the bottom of this Agreement

4. “Host” means Raise Options Limited

5. “Intellectual Property Rights” means (without limitation) all current and future intellectual property rights of any kind whatsoever and however embodied which may subsist or be capable of protection anywhere in the world, including (without limitation) patents, trademarks, present and future rights of copyrights, rights in and to designs, rights in and to inventions, topography rights, rights in and to trade secrets, rights in and to: trade names, business names, domain names and logos, the right to keep information confidential and private, rights in and to know how, rights in and to databases (including rights of extraction), and all rights and forms of protection of a similar nature or having equivalent effect to any of them which may subsist or be capable of protection as at the Effective Date or in the future anywhere in the world, whether or not any of these is registered and including applications for any such rights or registration thereof.

6. “Investor(s)” means Venture Capital Investors registered and operating on the Venture Capital Interactive Investment Platform operated by Raise Options Ltd.

7. “Laws" means the laws of the Federal Republic of Nigeria, statutes, regulations, bye-laws, codes, ordinances, decrees, rules, judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, orders, decisions, rulings, or awards, policies, voluntary restraints, guidelines, directives, compliance notices, abatement notices, and agreements with, requirements of, or instructions by any Governmental Body; and the common law, and “law” shall have a similar meaning.

8. “Party/Parties” means the Start-Up Organization, Raise Options Limited, or any Investors registered on the Venture Capital Interactive Investment Portal as may apply in a given context.

9. “Portal” means this Venture Capital Interactive Investment Portal managed by Raise Options Limited.

10. “Registrant” shall mean the Start-Up Organization registering on the Portal hereunder.

11. “Start-Up” means any organization in the early stages of its business which seeks venture capital financing through activity within the Venture Capital Interactive Investment Portal managed by Raise Options Ltd.

12. “Territory” means the Federal Republic of Nigeria.

3. Warranties

The Registrant warrants that:

i. It has the full right, title and authority to enter into this Agreement;

ii. It has not entered into any Agreement with any third party that conflicts with the terms of this Agreement;

iii. Its trademarks, name, logos and intellectual property rights, do not infringe the trademarks, names, logos or intellectual property rights of any other person; and

iv. All its employees, agents, servants, sub-contractors are fully aware of and agree to be bound by the provisions of this Agreement, including but not limited to the terms and conditions relating to confidentiality and indemnity.

4. Nature of the Relationship

The Registrant understands that the Portal as a service provides a platform with the networking capability of introducing Registrants to Investors subject to the terms stated herein. It is understood by the Registrant that such introductions shall be strictly brokered and managed by the Host from inception to conclusion.

5. Duration & Cycles

The Registrant understands that its registration is valid for a period of one year only, where after it may be renewed.

6. Obligations of the Registrant

The Registrant shall at all times utilize the services provided by the Portal in a responsible and professional manner, with all careful diligent attention to the rules thereof and handling itself with decency and integrity in all its interactions on the Portal.

7. Originality & Marketability of Start Up Concept

The Registrant shall endeavor to present ideas which are both original and marketable in its presentation of itself on the Portal, and shall do so in as professional and creative a fashion as possible.

8. Ownership of Intellectual Property

The Registrant shall ensure that it is the owner of the Intellectual Property of any work which it presents on the Portal.

9. Registration of Trademarks

Where any signs, marks, pictures, designs, words, numbers or any combination of them is deployed to form a mark or logo of any kind for the Registrant, the Registrant shall ensure that it has procured a Trademark Registration for same.

10. Legal Registration

The Registrant shall ensure that it is a legal entity registered with the Corporate Affairs Commission under the laws of the Federal Republic of Nigeria.

11. Company in Essential Operation

The Registrant shall have commenced the initial steps necessary to ground itself as a Start Up actively preparing the ground for its future operations. In this respect, the Host is able to refer the Registrant to boutique business incubation and start up services as an option upon registration.

12. Documentation of Ideation

The Registrant shall ensure diligent, professional, clear and concise documentation of its business ideation for the viewing of Investors registered on the Portal. The Host reserves the right to remove any propositions of any Registrants which do not meet such professional standards, strictly at the discretion of the Host.

13. Disclosure of Existence of Other Investors

The Registrant shall dutifully disclose the existence of other investors on any proposal to the Host. The Registrant however shall not be obligated to disclose the identity of such other investors until so mandated by the Host.

14. Shareholding Structure

The Registrant shall duly disclose its current shareholding structure to the Host.

15. Business Plan

Each Registrant shall have a fully developed Business Plan which it will be required to produce upon the request of the Host in the event that discussions have proceeded to such a stage that it is necessary for further evaluation of the feasibility of the Registrant’s proposals.

16. Confidentiality Undertaking

The Registrant undertakes to keep confidential the information of the Host as well as all other investment information, including the information and business concepts of other Start-Up Organizations which it may come into contact with in the process of its presence on or access to the Portal. It shall be strictly forbidden to disclose the names, investment information or business concepts of any parties doing business on the platform and the Registrant understands that a breach of this obligation of strict confidentiality shall elicit damages payable to the Host.

17. Truth Undertaking

The Registrant undertakes to ensure that each and every statement of fact it presents to Investors shall be the verifiable truth.

18. Fraud

The Registrant shall on no account engage in any fraudulent or duplicitous conduct in its operations on the Portal, and it shall furthermore report at once any such conduct which it may notice to the Host.

19. Misrepresentation or Mistake

The Registrant understands that any misrepresentation or mistake of facts in the course of its presentation to or discussions with the Host may result in the cancellation of any offers made by or through the Host.

20. Registration Fees

The Registrant shall pay the sun of Fifty Thousand Naira only (N50, 000: 00) as annual registration fees. This shall be a one off and non-refundable payment in each year regardless of the fortunes of the Registrant on the Portal and represent Portal administration expenses only.

21. Compliance with Laws

The Registrant shall strictly comply with all laws and applicable industry regulations in its activities on the Portal

22. Non Circumvention

The Registrant shall not, upon becoming acquainted with any Investor on the Portal, take further discussions with that Investor beyond the supervision of the Host or outside any specific Guidelines for Discussion which may be established by the Host.

23. Non-Assignment

The Registrant shall not assign its registration to another person or entity without the prior approval of the Host.

24. Domicilium & Key Contact Persons

The Registrant shall provide details of its business address, key driving personnel, their residential addresses and telephone numbers, as well as indicate a key contact person for the Host. The Registrant shall also provide Identification in the form of a recognized national identification for its lead driving individual as well as any further identification which the Host may in its discretion require.

25. Withdrawal from Portal

The Registrant shall be free to withdraw from the Portal at any time provided that it shall properly close any ongoing discussions with the Host prior to so doing.

26. Ejection from Portal

The Host reserves that absolute discretion to eject any Registrant from the Portal.

27. Governing Law

The operations of the Portal shall be governed by Nigerian Law.

28. Dispute Resolution Procedure

A Registrant who feels aggrieved by any decision of the Host shall be required to declare such a grievance through the Complaints facility of the Portal and permit a period of 30 days for resolution before approaching any regulatory authority or court of law in Nigeria with the same complaint or grievance.

29. Best Endeavors & Professional Conduct Undertaking

The Registrant commits to ensuring professional conduct in good faith in all its dealings on the Portal and with the Host.

30. Payment of Commission – A five per cent fund raiser fee shall be due to the Host from the Investment accrued by the Registrant.

RAISE OPTIONS LTD

TERMS AND CONDITIONS

FOR INVESTORS REGISTERED ON THE VENTURE CAPITAL INTERACTIVE INVESTMENT PORTAL

1. Introduction

These Terms and Conditions form the legally binding memorandum under which Investors may be registered and operate within the Venture Capital Interactive Investment Portal. Acceptance of these Terms is thus a pre-condition for registration and the Investor herewith indicates such acceptance by clicking the ACCEPT button at the bottom of this page, therewith entering into an Agreement with Raise Options Limited in terms of its activities on this Portal, and thus these Terms and Conditions shall hereunder be referred to as an Agreement.

2. Interpretations & Definitions

i. The headings of the clauses in this Agreement are for the purpose of convenience and reference only and shall not be used in the interpretation of this Agreement or any clause hereof.

ii. Unless a contrary intention clearly appears, words importing –

1. any one gender include the other gender;

2. the singular include the plural and vice versa; and

3. natural persons include created entities (corporate or un-incorporated) and vice versa.

iii. Unless specifically otherwise provided, any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day falls on a day that is not a business day, the next succeeding Business Day.

iv. Where figures are referred to in numerals and in words, and there is any conflict between the two, the words shall prevail, unless the context indicates a contrary intention.

v. The rule of construction that states that this Agreement shall be interpreted against the Party responsible for the drafting of this Agreement, shall not apply.

vi. In this Agreement the words "clause" or "clauses" refer to clauses of this Agreement.

vii. The following terms shall have the meanings assigned to them hereunder and cognate expressions shall have corresponding meanings, namely –

1. “Agreement” means these terms and conditions.

2. “Business Day” or “Day” or “Days” means any day other than a Saturday, Sunday or national public holiday in Nigeria;

3. “Effective date” means the date on which the Investor clicks the Acceptance Button at the bottom of this Agreement

4. “Host” means Raise Options Limited

5. “Intellectual Property Rights” means (without limitation) all current and future intellectual property rights of any kind whatsoever and however embodied which may subsist or be capable of protection anywhere in the world, including (without limitation) patents, trademarks, present and future rights of copyrights, rights in and to designs, rights in and to inventions, topography rights, rights in and to trade secrets, rights in and to: trade names, business names, domain names and logos, the right to keep information confidential and private, rights in and to know how, rights in and to databases (including rights of extraction), and all rights and forms of protection of a similar nature or having equivalent effect to any of them which may subsist or be capable of protection as at the Effective Date or in the future anywhere in the world, whether or not any of these is registered and including applications for any such rights or registration thereof.

6. “Investor(s)” means Venture Capital Investors registered and operating on the Venture Capital Interactive Investment Portal operated by Raise Options Ltd, and so authorized to do by their constitutional documents and regulatory approvals.

7. “Laws" means the laws of the Federal Republic of Nigeria, statutes, regulations, bye-laws, codes, ordinances, decrees, rules, judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, orders, decisions, rulings, or awards, policies, voluntary restraints, guidelines, directives, compliance notices, abatement notices, and agreements with, requirements of, or instructions by any Governmental Body; and the common law, and “law” shall have a similar meaning.

8. “Party/Parties” means the Investors and Start-Up Organizations registered on the Venture Capital Interactive Investment Portal as may apply in a given context, and this may include Raise Options Ltd.

9. “Portal” means this Venture Capital Interactive Investment Portal managed by Raise Options Limited.

10. “Registrant” shall mean the Investor registering on the Portal hereunder.

11. “Start-Up” means any organization in the early stages of its business which seeks venture capital financing through activity within the Venture Capital Interactive Investment Portal managed by Raise Options Ltd.

12. “Territory” means the Federal Republic of Nigeria.

3. Warranties

The Registrant warrants that:

i. It has the full right, authority and regulatory permission to enter into this Agreement;

ii. It has not entered into any Agreement with any third party that conflicts with the terms of this Agreement;

iii. Its trademarks, name, logos and intellectual property rights, do not infringe the trademarks, names, logos or intellectual property rights of any other person; and

iv. All its employees, agents, servants, sub-contractors are fully aware of and agree to be bound by the provisions of this Agreement, including but not limited to the terms and conditions relating to confidentiality and indemnity.

4. Nature of the Relationship

The Registrant understands that the Portal as a service provides a platform with the networking capability of introducing Registrants to Start-Up Organizations (hereafter “SUO” or “SUO’s”) subject to the terms stated herein. It is understood by the Registrant that such introductions shall be strictly brokered and managed by the Host from inception to conclusion.

5. Investor Trading Portal

The Host also provides a unique Investor to Investor Trading Portal which enables Investors trade blocks of equities from their investments among one another and which is supervised by the Host in line with the best corporate governance ethos. The Registrant shall treat its participation within this Investor Trading Portal with strict professionalism and confidence and remain subject to the governing rules therein which shall be indicated upon entrance.

6. Obligations of the Registrant

The Registrant shall at all times utilize the services provided by the Portal in a responsible and professional manner, with all careful diligent attention to the rules thereof and handling itself with decency and integrity in all its interactions on the Portal.

7. Registration of Trademarks

Where any signs, marks, pictures, designs, words, numbers or any combination of them is deployed to form a mark or logo of any kind for the Registrant, the Registrant shall ensure that it has procured a Trademark Registration for same.

8. Profile of Registrant

The Registrant shall provide a full company or personal profile to be vetted by the Host.

9. Due Diligence

The Registrant undertakes to ensure proper Due Diligence with respect to each SUO it may enter into discussions with as the Host shall accept no liability whatsoever for the representations made by any SUO, or the results of the interaction of the Registrant with any SUO. The Host shall refer third party professional bodies for this purpose and the Registrant shall pay the sum of Twenty-Five Thousand Naira Only (N25, 000: 00) for each Due Diligence exercise to be undertaken on its behalf.

10. Performance on Investment Agreements

The Registrant shall dutifully and faithfully fulfill its obligations under any Investment Agreement it may arrive at concerning any SUO and shall use its best endeavors to ensure the success of the business of the SUO’s it enters into financing agreements with, to the extent of its responsibility as an Investor.

11. Confidentiality Undertaking

The Registrant undertakes to keep confidential the information of all SUO’s which it may be availed of in the process of its activity on the Portal and its interaction with the Host. The Registrant strictly commits not to use such information or ideas outside of the management and supervision of the Host in terms of closing a financing arrangement with any SUO. The Registrant understands that it is strictly forbidden to deploy the ideas and business concepts offered by any SUO outside of the covenants provided herein.

12. Truth Undertaking

The Registrant undertakes to ensure that each and every statement it presents to SUO’s and the Host shall be the verifiable truth.

13. Fraud

The Registrant shall on no account engage in any fraudulent or duplicitous conduct in its operations on the Portal, and it shall furthermore report at once any such conduct which it may notice to the Host.

14. Compliance with Laws

The Registrant shall strictly comply with all laws and applicable industry regulations in its activities on the Portal

15. Non Circumvention

The Registrant shall not, upon becoming acquainted with any SUO on the Portal at any stage of negotiation, take further discussions with that SUO beyond the supervision of the Host.

16. Non-Assignment

The Registrant shall not assign its registration to another person or entity without the prior approval of the Host.

17. Domicilium & Key Contact Persons

The Registrant shall provide details of its business address, key driving personnel, their residential addresses and telephone numbers, as well as indicate a key contact person to the Host. The Registrant shall also provide Identification in the form of a recognized national identification for its lead driving individual as well as any further identification which the Host may in its discretion require.

18. Withdrawal from Portal

The Registrant shall be free to withdraw from the Portal at any time provided that it shall properly close any ongoing discussions concerning any SUO and the Host prior to so doing. For the abundance of doubt the Registrant shall be at liberty to withdraw from any investment discussion at any time prior to closure.

19. Ejection from Portal

The Host reserves the absolute discretion to eject any Registrant from the Portal.

20. Governing Law

The operations of the Portal shall be governed by Nigerian Law.

21. Dispute Resolution Procedure

A Registrant who feels aggrieved by any decision of the Host shall be required to declare such a grievance through the Complaints facility of the Portal and permit a period of 30 days for resolution before approaching any regulatory authority or court of law in Nigeria with the same complaint or grievance.

22. Best Endeavors & Professional Conduct Undertaking

The Registrant commits to ensuring professional conduct in good faith in all its dealings on the Portal and with the Host.

23. Payment of Commission – Success Fees of Five Per Cent to be reserved for the Host, as a factor of sums to be received by the SUO, upon the successful closure of each Investment.