Memorandum of Understanding

Between

Netop Business Consulting Limited

(Partner)

and

Horizon Pay Limited

(Partner)

Memorandum of Understanding Page 1 of 5

This Memorandum of Understanding (the “MOU”) is entered into ____________________ (the “Effective
Date”).

Between

NETOP BUSINESS CONSULTING LIMITED, a company duly incorporated under the laws of the Federal
Republic of Nigeria and having its principal office address at No. 74, Oduduwa Crescent, GRA, Ikeja, Lagos
State (hereinafter referred to as “Netop” which expression shall where the context so admits include its
successors and assigns) of the first part; and

_____________________________________________________ (“[Name]”), having its principal address

at , a company duly
incorporated under the laws of the Federal Republic of Nigeria and having its office address at Lagos State,
Nigeria (hereinafter referred to as “ ” which expression shall where the context so
admits includes its successors and assigns) of the second and last part.

Netop and shall each be referred to as the “Party” and collectively as the “Parties”.

Background

WHEREAS, the Parties desire to enter into an agreement to

___________________________________________________________________________________; and

WHEREAS, the Parties desire to memorialize certain terms and conditions of their anticipated endeavor;

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties
agree as follows:

1. Purpose and Scope. The Parties intend for this MOU to establish the foundation and structure for
any and all possibly anticipated binding agreement related to formalize the provision and deployment
of the Merchant Retail Box (whereas known as "Hardware") as a service to pharmacists. The primary
aim is to enhance the adoption and facilitate business transactions through the utilization of the
Product-to-Pharmacy supply coordination chain and retail platforms within their respective pharmacy
premises. The parties herein acknowledge and agree to be bound by the terms specified in this
MOU, effective upon execution by all parties involved.

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 2. Objectives

NETOP ’S OBLIGATIONS

Netop shall:

 Install The P2P software on the User System for the implementation of the platform (the
“Integration/Implementation”).

 Ensure the Users (Merchants) are able to utilize The P2P platform at various payment touchpoints
(including POS/Retail Box / Web).

OBLIGATIONS

shall:

 Ensure the deployment of the retail box (Hardware/POS) to the merchants premises within the slated
period agreed upon.

 Ensure the Users (Merchants) are able to transact their business on the retail box
(Hardware/POS).

The Parties agrees as follows:

2.1. The Parties shall work together in a cooperative and coordinated effort so as to bring about
the achievement and fulfillment of the purpose of this MOU.

2.2. It is not the intent of this MOU to restrict the Parties to this Agreement from their involvement
or participation with any other public or private individuals, agencies, or organizations.

2.3. The Parties shall mutually contribute and take part in any and all phases of the logistics and
distribution of retail boxes (Hardware) to all merchants on the Product-to-Pharmacy P2P
platform as soon as possible.

2.4. This MOU is not intended to create any rights, benefits, and/or trust responsibilities by or
between the Parties.

2.5. The MOU shall in no way obligate either Party to supply funds to maintain and/or sustain the
Product-to-Pharmacy supply chain Platform.

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3. Term. This Agreement shall commence from the Effective Date and shall subject to earlier
termination in accordance with this Agreement, continue to be in force for a period of One (1) year
(the Initial Term). Upon expiration of the Initial Term, this Agreement will renew automatically for
successive one-year terms (each, a “Renewal Term”) unless terminated earlier by either Party in
accordance with the terms of this Agreement. Provided however, that where upon the expiration of
Renewal Term or any subsequent term a new agreement is yet to be executed by the Parties, the
Parties agree to be bound by the terms and conditions stated herein until a new agreement is
executed thereof.

4. Termination. This Agreement may be terminated at any time by either Party upon thirty(30) days
written notice to the other Party.

5. Representations and Warranties. Both Parties represent that they are fully authorized to enter into
this Agreement. The performance and obligations of either Party will not violate or infringe upon the
rights of any third-party or violate any other agreement between the Parties, individually, and any
other person, organization, or business or any law or governmental regulation.

6. Indemnity. The Parties each agree to indemnify and hold harmless the other Party, its respective
affiliates, officers, agents, employees, and permitted successors and assigns against any and all
claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees
and costs of any kind or amount whatsoever, which result from the negligence of or breach of this
Agreement by the indemnifying party, its respective successors and assigns that occurs in
connection with this Agreement. This section remains in full force and effect even after termination of
the Agreement by its natural termination or the early termination by either party.

7. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO

THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY
PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR
ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY,
WHICH ARE NOT RELATED TO OR THE DIRECT RESULT OF A PARTY’S NEGLIGENCE OR
BREACH.

8. Severability. In the event any provision of this Agreement is deemed invalid or unenforceable, in
whole or in part, that part shall be severed from the remainder of the Agreement and all other
provisions should continue in full force and effect as valid and enforceable.

9. Waiver. The failure by either Party to exercise any right, power, or privilege under the terms of this
Agreement will not be construed as a waiver of any subsequent or future exercise of that right,
power, or privilege or the exercise of any other right, power, or privilege.

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10. Legal Fees. In the event of a dispute resulting in legal action, the successful party will be entitled to
its legal fees, including, but not limited to its attorneys’ fees.

11. Legal and Binding Agreement. This Agreement is legal and binding between the Parties as stated
above. This Agreement may be entered into and is legal and binding both in the United States and
throughout Europe. The Parties each represent that they have the authority to enter into this
Agreement.

12. Governing Law and Jurisdiction. The Parties agree that this Agreement shall be governed by the
State and/or Country in which both Parties do business. In the event that the Parties do business in
different States and/or Countries, this Agreement shall be governed by ____________________ law.

13. Entire Agreement. The Parties acknowledge and agree that this Agreement represents the entire
agreement between the Parties. In the event that the Parties desire to change, add, or otherwise
modify any terms, they shall do so in writing to be signed by both parties.

The Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows:

Name

Signed: _____________________________________

Name: _____________________________________

Date: _____________________________________

Name

Signed: _____________________________________

Name: _____________________________________

Date: _____________________________________

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