1. This edu-angel partnership Agreement is entered subject to the terms of the PRESTIGE & GRACA LTD Agreement and as may be amended and restated from time to time.

2. PRESTIGE & GRACA LTD a limited liability company incorporated under the COMPANIES AND ALLIED MATTERS ACT 1990.

3. EDU-ANGEL package is offered exclusively to the Subscriber as a tenure based partnership and therefore not subject to approval by the Capital Markets Authority.

4. By executing this Agreement, which for the purposes hereof, is deemed the Deed of Adherence for the purposes of the Partnership Agreement and making the Capital Contribution in cash, the Subscriber is constituted a Partner in the Partnership

5. The Partnership shall invest the Capital of the Partnership as per the Partnership’s Investment Policy Statement, to generate the agreed rate of return on capital invested (the “Pre-agreed Return”) based on the various Tenors.

6. Scheduled redemptions will be effected within 5 working days from the date received. Unscheduled redemptions will be effected within 10 working days from the date received.

7. In the event an EDU-ANGEL requests to withdraw their Capital Contribution and accrued pre-agreed return (partial or otherwise) before the expiry of the Tenor, the Partner shall suffer a penalty, which shall be effected by reducing the Pre-agreed return by 15% thereof in absolute terms if the investment is up to six(6) month. For example, if the Pre-agreed return was 30% p.a, the new rate adjusted for early withdrawal penalty shall be 15% p.a unless otherwise waived.

8. In the event a Partner requests to withdraw their Capital Contribution (partial or otherwise) before the expiry of the Tenor after they have been receiving accrued yearly interest payments from their Capital contribution, the Partner shall suffer a Penalty, which shall be effected by reducing the Pre-agreed return by 10% thereof in absolute terms. This Penalty shall be clawed back from the Capital Contribution on this particular premature withdrawal where the interest up to the date of the premature withdrawal has been redeemed in full.

9. The Pre-agreed Return shall only apply for the Tenor elected by the Partner under this Agreement.

10. The Partner hereby confirms that these Terms and Conditions, minimum Capital Contribution amount and the Pre-agreed Return and all information required by the Partner were notified to the Partner prior to the Partner executing this Agreement and the Partner enters into this Agreement with full understanding of the same, and with the acceptance that he/she understands the principles of the Partnership.

11. The Pre-agreed Return and the Capital Contribution shall be credited to the Partner's bank account on maturity of the Fixed Period or rolled over depending on the Partners written instructions.

12. Upon maturity, the Partner may negotiate for a further Tenor, the Pre-agreed Return, and the amount to be rolled-over to the subsequent Tenor. If the Partner within three (3) working days of the expiry of the Partner’s Tenor, fails to give notification of its intention to negotiate as afore-said or for the release of the Partner's Capital contribution, the Partner shall be deemed to have issued no instructions.

13. Upon the lapse of the partnership, Prestige & Graca shall try to locate the Partner through the Contact details provided. In the event the Prestige & Graca is unable to locate the Partner or the Contact Persons indicated at Part 5, the provisions of the Unclaimed Financial Assets Authority Act, 2020 shall apply.

14. The Partner shall cease to be a partner in the Partnership either by fully withdrawing the Partner's Contribution together with any interest thereon (if applicable) either before or after the expiry of the Fixed Period or if an individual, upon his physical demise and if a corporate entity, upon the winding thereof as per the provisions of its constituent Act. Upon the demise of an individual partner the Partnership shall deal with the Partner's Contribution and any interest thereon as per the provisions of the Law of Succession Act, and if a corporate entity as per the terms of its constituent Act.

15. If either party is affected by a Force Majeure event, including but not limited to an Act of God, war or other military action, political or social unrest, government action, action of terrorism, boycott, embargo, or other form of sanction, strike or other industrial dispute, fire, flood, earthquake or other form of natural disaster, adverse weather conditions, explosion, failure of communications, system default of carrier, sudden unforeseeable changes in bank interest rates, market or economic crashes and downturns or any other cause, event or circumstance whatsoever beyond the party's reasonable control, it shall forthwith notify the other party of the nature and extent thereof. No party shall be deemed to be in breach of this Agreement or otherwise liable to the other party by reason of any delay or non-performance of any of its obligations hereunder to the extent that such delay or non-performance is due to a force majeure event which it has notified to the other parties. If the force majeure event in question prevails or continues for a period in excess of six (6) months the parties shall enter into bona fide discussions with a view to alleviating its effects or agreeing upon such alternative arrangements as may be fair and reasonable.

16. This Agreement shall define the Partnership Interest of every Partner and in the event of any inconsistency between the Partnership Agreement and this Agreement with regard to the Partner’s Partnership Interest in the Partnership, the provisions of this Agreement shall prevail. In all other matters, the terms and conditions of this Agreement shall be subject to the terms of the Partnership Agreement and in the event of a conflict between the provisions of this Agreement and the Partnership Agreement (not relating to the Partner’s Partnership Interests) the Partnership Agreement shall prevail.

17. The Partner confirms and represents that none of the funds which the Partner may transfer to Prestige & Graca’s bank account have been derived directly or indirectly from any act or omission that may constitute an offence or as a result of or in connection with any criminal conduct under the Proceeds of Crime and Anti-money Laundering Act or any other written law.

18. The Partner hereby declares that to the best of his knowledge and belief the information on the source of funds statement and any and all information and all annexures thereto made in this Agreement, are true and accurate and the funds transferred are free of all claims, debts, loans, lawsuits, contingent liabilities, (such as indemnities or guarantees) immediately prior to the transfer by the Partner to the bank accounts of the Partnership and that the funds were legitimately acquired. In addition, the Partner also declares and indemnifies the Partnership that all approvals and authorities required (if any) as regards the source of funds have been had and obtained prior to the transfer of such funds. The Partner understands and consents that the Partnership may disclose this information to law enforcement authorities where required by Court Order or other applicable law.

19. The Partner hereby declares that the Partner is not involved in any criminal or money laundering activity and the funds that are and will be held on the above- mentioned account are clear and are not derived from any illegal activities.

20. The Partner agrees to indemnify the Partnership against any liability that may arise out of the information provided by the Partner in this Agreement, instruction(s) issued by the Partner, whether handwritten or whether issued via email, (after execution of the relevant email indemnity) and agrees to bear liability on instances caused by their negligence and/or wilful neglect in these instances.

21. This Agreement contains the entire agreement and understanding between the edu-angels and Prestige & Graca, superseding all prior contemporaneous communications, representations, agreements, oral or written, between the parties with respect to the subject matter hereof.

22. This Agreement shall be governed by and construed in accordance with the Laws of Nigeria. In the event of any dispute with respect to the construction and performance of the Agreement, the parties shall first resolve the dispute through amicable negotiations. However, if the parties fail to reach an agreement within 15 days of commencement of the negotiations, the dispute shall be resolved through Arbitration.