TERMS AND CONDITIONS FOR VOLUNTARY INVESTMENT CLUB

(Updated February 2020)

These terms and conditions are confidential and should not be construed as an offer or invitation by or on behalf of Volition Capital Investments Limited to the general public to subscribe to any investment.

Volition does not solicit for funds, nor does it advertise for same. It operates a private and closed multipurpose cooperative for staff, family and friends, called Volition Capital Investment Staff (Eti Osa) Cooperative Multipurpose Society Ltd.

The terms and conditions are for limited circulation to identified friends, family and private club members to whom previous communication has been made.

A participant shall be deemed to have consented to being a member of/enrolled in the Volition Capital Investment Staff (Eti Osa) Cooperative Multipurpose Society Ltd.

A participant shall be deemed to have given consent to the Cooperative to take on capital from members, to invest in products recommended and/or operated by Volition Capital Investments Limited and other 3rd parties.

A participant shall be deemed to have contributed funds that have been legally obtained and that are in line with Nigeria's Anti-Money Laundering (AML) and Combating of Financial Terrorism (CFT) laws.‍

CONFIDENTIALITY‍

Each potential participant by accepting delivery of this document undertakes not to disclose any information contained herein or reproduce the contents of this document in any form in whole or in part without prior consent of Volition.

In the event that the potential participant requires the service of professional advisers, the advisers should be bound by the obligation of confidentiality.‍

INVESTMENT TERMS‍

Executives of Volition Capital shall have access to the funds in Volition Capital Investment Staff (Eti Osa) Cooperative Multipurpose Society Ltd. and Volition Capital Investments Limited for the purpose of investing on members’ behalf, and such funds shall be put to use in accordance with the terms contained herein.

It is our expectation that each potential participant would determine the suitability of the proposal relative to his or her financial position and must have taken into account the risks that are normally attributed, especially in pools where the principal is not guaranteed.

Participant is aware of the investment risks and is solely responsible for his/her operations, investment decisions' financial performance and tax penalties. The participant is also aware that an investment decision should not be determined by marketing materials of a Financial instrument, but the information related to a Financial instrument or investment service in its entirety.

Participant is aware and accepts that the Financial instrument's historical performance in not a guarantee of future development and the Financial instruments are related to the risk of losing capital or reduction in it, even if this is not explicitly informed or mentioned.

Volition Capital (the company and cooperative) shall be completely indemnified in the event of the occurrence of any and all losses resulting from the application of pooled funds in any investment enterprise. Therefore, shall not be liable in any way to the participant whether in contract, tort (including negligence or breach of statutory duty) or otherwise for any direct or indirect economic or financial loss or damage (including loss of revenue or profits) howsoever caused or arising.

Volition Capital (the company and cooperative) shall also be completely indemnified in the event of occurrence of any and all losses resulting from its members’ dealings with a third party regardless of Volition’s involvement in the said dealings (whether by way of introduction, recommendation or more). Therefore, Volition Capital shall not be liable in any way to the participant whether in contract, tort (including negligence or breach of statutory duty) or otherwise for any direct or indirect economic or financial loss or damage (including loss of revenue or profits) howsoever caused or arising

Participants shall be deemed to have consented to the application of all deposits in designated investments either in whole or in part.  It should be noted that no application has been made to the Securities & Exchange Commission (SEC) for clearance.‍

WITHDRAWAL SCHEDULE‍

These pools cannot generally be cancelled or repaid prior to the agreed maturity dates as follows:

Volition Green - Eight or Twelve Months

Volition Black - Eight or Twelve Months

Volition Privilege – Three Years (With pre-agreed pay-out of returns)

Volition Platinum – Five Years (With pre-agreed pay-out of returns)

If there is any consent to an early withdrawal, it will be a condition of such consent that the amount of any cost or loss suffered by other members by reason of early withdrawal is deducted from the investment. Such costs and losses may result in a lower rate of return than might be expected, or even a negative rate of return.

Volition has the right to unilaterally amend these terms, and such amendment(s) shall be effective from the next month after the participant has received notification of the amendment in the manner referred to in this term. If a participant does not accept the amendment, such participant has the right to terminate the agreement to end, in accordance with the standard practice of Volition before the amendment takes effect.‍

APPLICABLE LAW AND PROCESS‍

Except expressly stated, all transactions shall be subject to and construed in accordance with the laws of the Republic of Nigeria. Therefore, all claims and disputes shall be resolved as follows:

All disputes from the implementation of this agreement or related to this agreement shall be resolved through friendly consultation between both Parties.

In case no resolution can be reached within thirty (30) days after a Party makes a request for resolution, the Parties shall thereafter request for and submit any and all disputes arising under this Agreement (Arbitrable Claims) to Arbitration in accordance with the laws of the Federal Republic of Nigeria. The Arbitral Tribunal shall consist of a sole arbitrator who shall determine any dispute submitted to Arbitration. The place of arbitration shall be in Nigeria. The language to be used in the arbitral proceedings shall be English and the award shall be final and binding upon the parties and shall be the exclusive remedy for all Arbitral Claims. The award shall be enforceable in any court of competent jurisdiction and the fees of the arbitrator shall be split between both parties equally. The parties agree that this paragraph shall survive the termination of the Agreement.

Save for the participant, no person who is not an investor has any right to enforce any of the terms agreed to by the investor.

Any part of the terms and condition that is invalid, unenforceable or illegal shall be enforced as nearly as possible in accordance with its terms, but shall otherwise be deemed severed and shall not affect the enforceability of any other part of the terms and condition, which shall continue to be valid and enforceable to the fullest extent permitted by law.‍

INDEPENDENT DECISION‍

Each participant shall be deemed to have made their own independent decision to enter into any project or pool and shall not rely on any communication (written or oral) as a recommendation or as investment advice. Participants should be aware that transactions are either:

Principal Protected (where the return is to be calculated in whole or in part by the return on various placements but the original principal is repayable in full and the overall return cannot be negative) – Green.

Non–Principal Protected (where the amount of principal repayable on maturity and the overall return may be negative) –Black, Platinum and pre-agreed aspects of Privilege.‍

RISK DISCLOSURE‍

The transactions carry risks not normally associated with alternative ordinary bank deposits and are generally not a substitute without independent risk appraisals.‍

COPYRIGHT AND INTELLECTUAL PROPERTY‍

The Volition Capital name, logo, website (www.volitioncap.com), methodology, ideas and products (Volition Green, Volition Black, Volition Red, Volition Platinum, Volition Privilege, Volition Business and Volition Extra) are the intellectual property of Volition Capital Investments Limited. The company has given Volition Capital Investment Staff (Eti Osa) Cooperative the conditional license to use these items as long as Volition Capital Investments Limited remains the investment manager for the Cooperative and participates in the Executive Committee of the Cooperative.‍

ACKNOWLEDGEMENT‍

I have read, understood and accepted the terms and conditions.

I acknowledge and accept Volition Capital Investments Limited's intellectual property rights.

I have contributed funds that have been legally obtained and that are in line with Nigeria's Anti-Money Laundering (AML) and Combating of Financial Terrorism (CFT) laws.

I may be asked to submit additional KYC documentation for certain investment opportunities or as may be required.‍