ARTICLE 1: PARTNERSHIP STRUCTURE & TERM

1.1 The Partner agrees to partner with the sum of ₦__________________ (the “Partnership Capital”) into the Company’s commercial sugarcane farming operations under the SugarRUSH Project.

1.2 The capital shall be deployed exclusively for large-scale sugarcane cultivation including land preparation, irrigation, seed variant (M1400/86), farm management, harvesting, insurance (where applicable), logistics, and structured off-take execution.

1.3 The investment term shall run for a period of 12months commencing from the date the capital is confirmed and deployed (the “Project Cycle”).

ARTICLE 2: PROFIT STRUCTURE & PAYMENT

2.1 The Project operates on a projected return model with an estimated profit range of 35% – 47% per cycle, subject to agricultural yield performance and off-take market pricing.

2.2 Profit shall be calculated based on net proceeds realized from the harvest and sale of sugarcane and related produce within the Project Cycle, after operational costs and disclosed management fees.

2.3 Capital and profit shall be payable within 7 working days following harvest liquidation and revenue realization.

ARTICLE 3: RIGHTS, OBLIGATIONS & RISK DISCLOSURE

3.1 The Partner acknowledges that agricultural partnership involve inherent risks including but not limited to weather variability, pest infestation, disease outbreak, regulatory changes, force majeure events, and market price fluctuations.

3.2 The Company shall manage the Project with professional agronomists, structured risk mitigation systems, and diversified off-taker relationships to enhance commercial performance.

3.3 The Partner shall receive periodic project updates and may request reasonable information regarding farm progress, provided such requests do not interfere with operations.

ARTICLE 4: CAPITAL PROTECTION & TERMINATION

4.1 This Agreement may be terminated by mutual written consent of both Parties prior to harvest.

4.2 Early withdrawal by the Partner before six (6) months shall attract forfeiture of projected profit and an administrative deduction, subject to replacement of capital.

4.3 Upon successful completion of the Project Cycle, the Company shall return the Capital Contribution together with earned profit. This Agreement does not create land ownership rights, secured debt obligations, or entitlement to farm assets.

ARTICLE 5: GOVERNING LAW & DISPUTE RESOLUTION

5.1 This Agreement shall be governed and interpreted in accordance with the laws of the Federal Republic of Nigeria.

5.2 The Parties shall first attempt amicable settlement of disputes within fourteen (14) days of written notice.

5.3 Failing amicable resolution, disputes shall be referred to Arbitration under the Arbitration and Mediation Act of Nigeria, with Lagos State as the seat of arbitration.

ARTICLE 6: MISCELLANEOUS

6.1 This Agreement constitutes the entire understanding between the Parties and supersedes all prior discussions, representations, or marketing materials.

6.2 No amendment, modification, or waiver shall be valid unless in writing and signed by both Parties.

6.3 The Partner warrants that invested funds are from lawful sources and compliant with applicable anti-money laundering regulations. Failure of either Party to enforce any provision shall not constitute a waiver of rights.

6.4 Acceptance of this agreement therefore signifies compliance with the partnership tenets.