CATCH AND

QUOTA LICENSING
AGREEMENT

entered into by and between

ESJA MAR FISHING (PTY) LTD

[Registration number: 2011/0157]
(herein represented by Adalstein Helgason, duly authorised thereto,
and warranting his authority so to act)
(hereinafter referred to as KATLA)

and

YUKOR FISHING (PTY) LTD

(herein represented by ____________________________________
and ______________________________________________________
being duly authorised thereto and warranting their authority so to act)
(hereinafter referred to as “the NAMIBIAN PARTY”)
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TABLE OF CONTENTS

Pages

1. Parties 3
2. Recordal 3
3. Interpretation 3, 4, 5
4. Conditions Precedent 6
5. Duration 6
6. Contribution of Allocated Quota 6
7 Objects of this Agreement: Joint Venture 6
8. Background 6
9. Katla 6, 7
10. Namibian Party 7
11. Specific obligations of Parties 7
12. Katla’s obligations 7, 8, 9
13. The Namibian Party’s obligations 9, 10
14. Operation of vessels 10
15. Termination 10
16. Arbitration 10, 11
17 Co-operation 11, 12
18. Domicilium 12
19. Force Majeure 12
20. Costs 12
21. Taxes 12
22. Cession, Assignment, Delegation & Encumbrances 12
23. Whole Agreement 12
24. Variation 12
25. Jurisdiction 13
26. Co-operation 13
27. Special Conditions 13
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CATCH AND
QUOTA LICENSING
AGREEMENT

1. PARTIES

1.1 ESJA MAR FISHING (PTY) LTD

(“KATLA”)

And

1.2 YUKOR FISHING (PTY) LTD

(“the NAMIBIAN PARTY”)

2. RECORDAL

2.1 The NAMIBIAN PARTY represents a Joint Venture Group namely

2.1.1 Red Dune Fishing CC;

2.1.2 Kumika Community Centre;
2.1.3 Uukumwe Youth Empowerment Consortium (Pty) Ltd;
2.1.4 Yeula Fishing Enterprises (Pty) Ltd;
2.1.5 Okaumbaneno Trading Enterprises CC

that have been granted a fishing right, which parties agree to offer their joint
quota allocation for the 2012 quota year to KATLA to catch the Horse
Mackerel quota allocated by the Ministry of Fisheries and Marine Resources;
and

2.2 The object of the NAMIBIAN PARTY will be to assist the parties for purposes
of exploiting its Horse Mackerel quota for the 2012 quota year and to enter
into a joint venture agreement that will commence in January 2013 upon
certain conditions.

2.3 KATLA has the expertise required to undertake fishing operations in the field
of catching and processing of Horse Mackerel and have available and will make
available suitable midwater trawler fishing vessels to catch the Horse Mackerel
quota allocated to the NAMIBIAN PARTY in the 200 nautical mile Exclusive
Economic Zone of the Republic of Namibia (“the EEZ”); and

2.4 The NAMIBIAN PARTY makes available the quota and KATLA accepts and
guarantees to catch and exploit approximately 10,000 MT of the quota
allocated to the NAMIBIAN PARTY for the 2012 quota year subject to certain
conditions: and

2.5 The parties to this agreement have individually approved this agreement and
wish to enter into a written agreement to govern their respective rights and
obligations referred to.

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

3. INTERPRETARION
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3.1 In this agreement, unless clearly inconsistent or otherwise indicated the words
and expressions listed below shall, when used in this Agreement or in the
Schedules hereto, bear the meanings ascribed to them:

3.1.1 “Additional Horse Mackerel” means any additional Horse Mackerel

quota allocated by the Minister to the parties and made available to the
Management Company.

3.1.2 “Agreement” shall mean the agreement set out in this document or any
Schedules and/or Annexures or any agreed amendments thereto;

3.1.3. “Arbitrator” shall mean the Arbitrator appointed pursuant to the terms
of paragraph 12 hereof, or any Arbitrator appointed to settle any
dispute arising from this Agreement between any of the parties to this
agreement;

3.1.4 “Business” shall mean the activities of KATLA and the Joint Venture
Group Quota Holder respectively and/or jointly.

3.1.5 “Business day” shall mean any day other than a Saturday, Sunday or
Public Holiday officially proclaimed as such in the Republic of Namibia;

3.1.6 “the Companies Act” shall mean the Namibian Companies Act, 28 of
2004, as amended from time to time;

3.1.7 “Dispose” shall mean sell, exchange, transfer, cede, pledge or otherwise
dispose of or encumber;

3.1.8 “NAMIBIAN PARTY” means

3.1.8.1 Red Dune Fishing CC;

3.1.8.2 Kumika Community Centre;
3.1.8.3 Uukumwe Youth Empowerment Consortium (Pty) Ltd;
3.1.8.4 Yeula Fishing Enterprises (Pty) Ltd;
3.1.8.5 Okaumbaneno Trading Enterprises CC

3.1.9 “the Marine Resources Act” shall mean the Namibian Marine
Resources Act, No. 27 of 2000, and any regulations
promulgated there-under, as amended from time to time;

3.1.10 “Katla” shall mean ESJA MAR FISHING (PTY) LTD, Registration
Number: 2011/0157, c/o 171 Sam Nujoma Avenue, P.O. Box
985, Walvis Bay, Namibia; and all its affiliates, associates,
subsidiaries and/or successors.

3.1.11 “Prime Rate” shall mean a rate of interest per annum which is
equal to the published minimum lending rate of interest per
annum, compounded monthly in arrears, charged by Standard
Bank of Namibia Ltd or its successors on the unsecured
overdrawn accounts of its clients in the private sector from time
to time. (In the case of a dispute, the rate shall be certified by
any manager or assistant manager of the said bank, whose
certificate shall be final and binding on the parties.)

3.1.12 “Parties” shall mean the Joint Venture Group Rightsholder and
KATLA jointly.
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3.1.13 “Quota year” means period commencing on 1 January 2012 and

terminating on 31 December 2012.

3.1.14 “The Quota Holder” shall mean the group joint venture company
known as YUKOR FISHING (PTY) LTD and all its affiliates,
associates,subsidiaries and/or successors.

3.1.15 ‘Quota’ shall mean the Horse Mackerel quota OF 10,000 MT

allocated by the Ministry of Fisheries and Marine Resources
which expire on 31 December 2012 and which will be caught by
KATLA.

3.1.16. “Registrar” shall mean the Registrar of Companies appointed in

terms of the Companies Act for Namibia.

3.1.17 “Signature Date” shall mean the date on which this Agreement
is signed by the last party to do so;

3.1.18 “Species” means Horse Mackerel.

3.1.19. “the Territory” shall mean the Republic of Namibia;

3.1.20 “TAC” shall mean annual Total Allowable Catch available to be

allocated by the Minister of Fisheries and Marine Resources to
quota- holders;

3.1.21 “Termination date” means 31 December 2012.

3.1.22 “Vessel” means any suitable midwater trawler fishing vessel

provided by KATLA.

3.2 Words importing the singular shall include the plural and vice versa, words
importing any gender shall include all other genders and words importing
natural Persons shall include partnerships, trusts, bodies corporate and the
state.

3.3 The headnotes to the paragraphs in this Agreement are inserted for reference
purposes only, and shall not affect the interpretation of any of the provisions
to which they relate.

3.4 When any number of days is prescribed in this Agreement, same shall be
reckoned exclusively of the first and inclusively of the last day unless the last
day does not fall on a business day, in which case the last day shall be the
next business day.

3.5 Expressions defined in this Agreement shall bear the same meanings in any
schedule or annexure hereto which does not contain its own definition for
such expressions.

3.6 Any reference in this Agreement to legislation or subordinate legislation is to

such legislation or subordinate legislation at the date of signature hereof, and
as amended and/or re-enacted and/or consolidated and/or replaced from time
to time.

3.7 Where figures are in this Agreement described in both numerals and in words,
the words shall prevail in the event of any conflict between the two.

3.8 This agreement shall be interpreted in accordance with the laws of the
Republic of Namibia.
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3.9 Catches landed shall be defined and based on the formula and calculation
basis used for rendering returns for quota levies to the Namibian Ministry of
Fisheries and Marine Resources.

3.10 “Quota” shall mean 10,000 metric tons of Horse Mackerel.

4. CONDITION PRECEDENT

It is recorded that this agreement shall be conditional for its enforceability subject to:

4.1 The Parties being members of the NAMIBIAN PARTY hereafter mentioned

4.1.1 Red Dune Fishing CC;

4.1.2 Kumika Community Centre;
4.1.3 Uukumwe Youth Empowerment Consortium (Pty) Ltd;
4.1.4 Yeula Fishing Enterprises (Pty) Ltd;
4.1.5 Okaumbaneno Trading Enterprises CC

hereby irrevocably bind themselves to exclusively make available to KATLA the

right to exploit their Horse Mackerel quota for the 2012 quota year and KATLA
making available suitable fishing vessels to catch such quota.

5. DURATION

This agreement commences from date of signature and the NAMIBIAN PARTY shall
be bound for a period of 1 [one] year until 31 December 2012.

6. CONTRIBUTION OF ALLOCATED QUOTA

6.1 The NAMIBIAN PARTY shall be obliged to make available to KATLA:

6.1.1 its 10,000 MT Horse Mackerel quota for the 2012 quota year.

6.1.2 Any additional Horse Mackerel quota allocated.

7. OBJECTS OF THIS AGREEMENT: JOINT VENTURE

7.1 It is the intention of the Parties to this agreement:

7.1.1 To co-operate with each other in order to create a longterm trade

relationship and to sign a Joint Venture Agreement between the parties
for 2013 with a view to increase the annual quota through a process of
Namibianization in future in compliance with the policies and
guidelines of the Ministry of Fisheries and Marine Resources;

7.1.2 To develop new export markets for Namibian products inter alia
through the existing marketing network in Africa;

7.1.3 To acquire shareholding in a midwater trawl vessel;

7.1.4 To have the capacity through Joint Venture operations to make a major
economic contribution and development in Namibia.
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7.1.5 The parties of this agreement will cooperate with each other in Joint
Venture agreement from 2013.

7.1.6 The parties will finalize the Joint Venture agreement by October 2012
in order to provide sufficient time to finalize all relevant planning for
implementation of the Joint Venture in 2013.

8. BACKGROUND

8.1 KATLA

8.1.1 is part of a major Icelandic Group of Companies, SAMHERJI with

proud history that operates in 12 different countries that focuses on
the Seafood industry to take care of the entire process from catch to

market and producing high quality fresh and frozen products

worldwide.

8.1.2 The SAMHERJI Group is currently operating in Iceland, Faroe Islands,

Scotland, UK, Germany, Spain, France, Poland, Morocco, Mauritius,
Pacific Ocean and Canada with 40 big vessels, have 10 land based
factories and processes 500,000 tons of fish per year.

8.1.3 has headquarters in the Canary Islands, are operating vessels in

Mauritania, Morocco and the Pacific Ocean and will make available
suitable fishing vessels to catch the Mackerel quota.

8.1.4 has an existing marketing distribution network to 14 African countries

with 350 million people with fish consumption habits being Mali,
Guinea-Bissau, Liberia, Equatorial Guinea, Ghana, Nigeria, Burkina
Faso, Benin, Togo, Cote d’Ivoire, Cameroon, RD Congo, Congo
Brazzaville and Angola.

8.2 The NAMIBIAN PARTY

8.2.1 is a Group Joint Venture Company consisting of 5 individual private

companies as members that has been allocated a 10,000 MT Horse
Mackerel quota for 2012;

8.2.2 Is a newcomer to the fishing industry and entered into this catching
agreement only for the 2012 quota year with a view to co-operate with
KATLA in order to enter into a joint venture agreement for 2013 to
inter alia allow the NAMIBIAN PARTY to acquire an interest in a
midwater trawling vessel;

9. SPECIFIC OBLIGATIONS OF THE PARTIES

9.1 KATLA shall:

9.1.1 Pay to the NAMIBIAN PARTY 15% (fifteen percent) of the ex hatch
price for Horse Mackerel or a minimum of N$1050-00 (one thousand
and fifty Namibia Dollars) per metric ton of the Quota. [guarantee
amount]. This guarantee amount shall be paid as follows:

9.1.1.1 80% [eighty percent] of this guarantee amount as an upfront

payment free of any deductions to a nominated bank account
within 5 days from date of signature of this agreement;

9.1.1.2 the remaining balance amount of 20% [twenty percent] at the

end of the quota year before 31 December 2012.
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9.1.2 Pay to the NAMIBIAN PARTY 15% [fifteen percent] of the ex-hatch
price for fish meal and by-catch.

9.1.3 Should any additional quota be allocated (if any), additional quota will
be paid by KATLA to the NAMIBIAN PARTY at market related prices
unless the parties may agree otherwise.

9.1.4 Guarantee to catch and process the 2012 Horse Mackerel quota and
any additional quota of the NAMIBIAN PARTY in full, within the
Exclusive Economic Zone (EEZ) of the Republic of Namibia.

9.1.5 In the event of any of the 2012 quota not caught, be responsible for the
payment of such uncaught quota in respect of any levies, quota fees
and/or penalties payable to the Ministry of Fisheries

9.1.6 Provide a suitable midwater factory vessel fully in class and in

seaworthy state in hull, machinery and equipment, fully manned with
competent and properly qualified officers and Namibian crew, equipped
with fishing gear, and having the material and logistical support
necessary to carry out fishing operations in terms of this agreement.

9.1.7 Ensure that its vessels fully exploit the Horse Mackerel quota referred
to in sub-clause 6.1 above by guaranteeing to catch the full tonnage of
Horse Mackerel in 2012.

9.1.8 Undertake, on completion of each and every catch to supply the

NAMIBIAN PARTY with copies of:

9.1.8.1 All catch reports detailing all catches per species, size, grade
and form (including by-catch);

9.1.8.2 All liquidating manifests for catches (including by-catches)

landed in the port of Walvis Bay;

9.1.8.3 All mates receipts for catches (including by-catches)

transhipped ex vessels;

9.1.8.4 All provision Ministry fund levy returns required for payment of
all catches including by-catches.

9.1.9 Pay to the NAMIBIAN PARTY the quota levies and other levies due to
the Ministry of Fisheries and Marine Resources [MFMR] as per the
MFMR Regulations and the quota holder will pay to the Ministry of
Fisheries and Marine Resources all quota levies and fees.

9.1.10 Observe all laws, regulations, policies and instructions of the MFMR
with regard to the catching of Horse Mackerel and other species
applicable in the EEZ.

9.1.11 Be responsible to promptly and timeously pay to the NAMIBIAN

PARTY:

9.1.11.1 all prescribed Quota Fees and levies (research levy),

payable to the Namibian authorities in respect of the
licenses referred to in sub-clause 9.1.9 above or in
respect of all catches made in terms of such licenses.

9.1.11.2 all Hake and other by-catch fund levies and Research
levies.
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9.1.11.3 the salaries of the Ministry of Fisheries inspectors

appointed on board the vessel. The amounts payable
are determined and invoiced by the Fisheries Observer
Agency.

9.1.11.4 the launch costs directly associated with the Namibian

inspectors and observers.

9.1.12 By having exclusive access to several African markets for Horse

Mackerel through its own sales and marketing network will explore and
promote Namibian Horse Mackerel in these markets with the aim to
expand and increase demand for Horse Mackerel products from
Namibian waters.

9.1.13 Cooperate with the NAMIBIAN PARTY to enter into a Joint Venture
Agreement for 2013 to cement a longterm relationship and strategy for
the acquisition of a vessel for such Joint Venture.

9.1.14 Cover all expenses relating to the vessel/s operation such as the
following:

- Salaries, wages, meals, accommodation and social insurance of

the whole crew complement on board the vessel/s.
- Technical maintenance and repair of the vessel/s
- Fuel, provisions, lubricants, water, fishing gear, spare parts and
supply of materials
- Crew replacement and transport costs.
- All other operational expenses of the vessel, including cartons,
plastics and strapping
- Port dues, stevedoring and marine costs
- Agency fees
- Charter costs of vessel
- Insurance costs
- Launch fees
- Transshipment fees/charges
- Any other costs relating to the loading or unloading of fish
products in respect of the fish products including the cost of
levies and quota fees.

9.1.15 Appoint Namibians to participate in the sales and marketing

department for transfer of skills and experience.

9.1.16 Co-operate with the NAMIBIAN PARTY in good faith to enter into a
joint venture agreement in January 2013 to secure longterm rights and
to afford the NAMIBIAN PARTY the opportunity of obtaining
shareholding in midwater trawling vessels

9.2 The NAMIBIAN PARTY:

9.2.1 Specifically undertakes to make available to KATLA for the period of

this agreement the 10,000 MT Horse Mackerel quota allocation for the
2012 quota year for the purpose of KATLA catching and processing
this quota in the EEZ.

9.2.2 Shall obtain and procure the preparation and timeous submission of
the vessel license application to the Ministry of Fisheries and Marine
Resources to catch and land the allocated Horse Mackerel quota for the
2012 quota year and procure that all such documentation shall be
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executed and all such steps shall be taken as may be required under
Namibian Law to give effect to these provisions.

9.2.3 At its own expense pay the costs of obtaining the fishing license for the
fishing vessel timeously on request from KATLA and such license
issued by the Ministry shall be supplied to KATLA before departure
from port.

9.2.4 Ensure that neither the NAMIBIAN PARTY nor its employees shall do
or omit to do anything in breach of any of the terms and conditions
which may in any way give rise to the cancellation, withdrawal,
suspension of any of the quotaholders rights

9.2.5 Observe and comply with all laws, regulations and policies of the
MFMR that apply to the fishing rights not to endanger its fishing right.

9.2.6 Upon receipt of payment from KATLA undertakes to pay timeously all
duties and Quota fees, fund levies, by-catch levies on due date to the
MFMR.

10. OPERATION OF VESSEL

10.1 Subject to paragraph 9.1, the Master of the vessel shall be free in choosing
fishing grounds within the 200 nautical miles EEZ of Namibia in accordance
with fishing situation, seasons, their personal experience and fishing laws of
Namibia.

10.2 The vessel shall operate within the Namibian EEZ at a depth of not less than
200 metres or as determined by the Namibian authorities from time to time.

11. TERMINATION

11.1 This agreement will terminate:

11.1.1 If the right for Horse Mackerel of the NAMIBIAN PARTY is withdrawn
by the Ministry of Fisheries and Marine Resources;

11.1.2 KATLA or the NAMIBIAN PARTY is liquidated or placed under judicial

management (whether provisional or final) or is subjected to any Court
order or administrative action having an effect similar to liquidation or
judicial management; or

11.2 If this Agreement is terminated in terms of sub-clause 11.1 above the following
shall apply:-

11.2.1 KATLA shall forthwith re-transfer the licenses referred to in sub-clause

9.2.2 above and/or return the license documents to the NAMIBIAN
PARTY; and

11.3 It is a material term of this agreement that in the event if fishing needs to be
discontinued due to substantial increased quota cost or other new or changed
rules imposed by the Namibian authorities or if fishing needs to be
discontinued because of biological changes that make it uneconomical to
continue fishing, then KATLA may terminate this agreement and will only be
liable to remunerate the quota holder on the actual tonnage landed.

12. ARBITRATION

12.1 All disputes and differences, of whatsoever nature and howsoever arising and
whether or not concerning:-
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12.1.1 any act, deed or omission, on the part of the PARTIES;

12.1.2 the interpretation of this AGREEMENT or the rights or obligations of

any of the PARTIES.

shall be referred to arbitration for decision.

12.2 The Arbitrator shall be, if not of the issue in dispute is:

12.2.1 primarily an accounting matter, an independent practicing chartered

accountant who shall have practiced as such for NOT less than 10 [ten]
years ;

12.2.2 primarily a legal matter, counsel who shall have practiced as such for
NOT less than 10 [ten] years;

12.2.3 any other matter, an independent and suitably qualified person;

as may be agreed upon between the parties

12.2.4 if agreement cannot, within 14 [fourteen] days after the arbitration

shall have been requested, be reached as to whether the issue in
dispute falls under clauses 12.2.1, 12.2.2 or 12.2.3 or as to the choice
of a particular arbitrator under clause 12.4, then the President for the
time being of the Law Society of Namibia or his nominee shall, upon
the request of either party:-

12.2.4.1 determine whether the issue in dispute falls under

clause 12.2.1, 12.2.2 or 12.2.3; and/or

12.2.4.2 nominate the arbitrator in terms of the relevant clause

as soon as possible after he shall have been requested to
do so;

12.2.5 The Arbitration shall be formal, in all respects, and shall be conducted
in such manner as the person, appointed as Arbitrator, shall deem fit.

12.2.6 In that regard, the Arbitrator shall be entitled, at his sole discretion, to
dispense with any rules, of evidence, or of a procedural nature, as he
deems fit.

12.3 The Arbitrator may, in addition, decide any issue upon such principals of law,
business or equity as he, in good faith, deems if fit to apply, and make such
order as to the costs of the arbitration as he, in his sole discretion, deems fit.

12.4 The decision of the Arbitrator shall be final and binding upon the PARTIES.

12.5 Signature, by the PARTIES of this AGREEMENT, shall be deemed to

constitute an irrevocable submission by the PARTIES, of any dispute or
difference, to arbitration.

13. CO-OPERATION

13.1 The parties undertake to co-operate with each other and to do all things and
sign all such documents (and/or procure same to be done) as may be
necessary to requisite in order to give proper and due effect to the terms of this
Agreement or any matter arising therefrom, agreeing to its intent and purpose.
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13.2 No extension of time or indulgence granted by either party shall be deemed in

any way to affect prejudice or derogate from the rights of such party in any
respect under this Agreement nor shall it in any way be regarded as a waiver
of any rights hereunder or a novation of this Agreement.

13.3 No agreement for the variance of this Agreement shall be effective unless and
until it has been reduced to writing under the hands of the parties hereto.

13.4 The terms of this Agreement form the sole contractual relationship between
the parties hereto and no variation of this Agreement shall affect the terms
hereof unless such variation shall be reduced to writing under the hands of
the parties hereto.

14. DOMICILLIUM

The parties choose as their respective domicilium citandi et executandi as follows:-

The NAMIBIAN PARTY .............................................................

.............................................................
.............................................................

KATLA c/o 171 San Nujoma Avenue

Walvis Bay
. Republic of Namibia

Or such other changed addresses (not being post office box or post office private bag
number,) as either party may notify to the other from time to time in writing. Any
notice given by one party to the other may be sent via e-mail or by prepaid registered
post shall be deemed to have been received by the addressee 5 (five) days after date of
posting.

15. FORCE MAJEURE

In the event of unforeseen circumstances affecting the implementation of this

agreement or a reduction in the TAC, the parties shall consult and co-ordinate further
action without delay.

16. COSTS

The costs incidental to the preparation of this Agreement, the attendances in

connection therewith and the stamp duty thereon shall be borne by KATLA.

17. TAXES

Notwithstanding the provisions of this agreement, should any value added tax or
similar taxes be payable, such value added tax or similar taxes shall be payable by
each party independently, however only if and when can be held liable for such
obligation.

18. CESSION, ASSIGNMENT, DELEGATION AND ENCUMBRANCES

KATLA and the NAMIBIAN PARTY shall not be entitled to assign its rights and
obligations under this agreement to any other third party.

19. WHOLE AGREEMENT

This agreement constitutes the whole agreement between the parties as to the subject
matter and no agreement, representations or warranties between the parties other
than those set out in this agreement are binding on the parties.
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20. VARIATION

No addition to or variation, consensual cancellation or innovation of this agreement

and no waiver of any right arising from this agreement or its breach or termination
shall be of any force or effect unless reduced to writing and signed by either party or
their duly authorised representatives.

21. JURISDICTION

The parties consent to the jurisdiction of the High Court of Namibia for any
proceedings arising out of or in connection with this agreement, such jurisdiction to
be exclusive if the Namibian courts have jurisdiction by virtue of this consent or
otherwise.

22. CO-OPERATION

Each party agrees that, in the implementation of the provisions of the agreement, it
will co-operate as far as its reasonable possible with the other parties and will observe
the utmost good faith towards the other parties in which regard each party
undertakes that, in its dealings with the others, it shall
neither do, nor refrain from doing, anything which might prejudice or detract from the
rights, assets and interest hereunder of any other party.

23. SPECIAL CONDITIONS

23.1 Due to the time constraints it is recorded that the parties will negotiate in good
faith and openly discuss in the best interest of all parties concerned regarding
future structures to enter into a joint venture for 2013 and ensure that all
relevant details are made available to all parties and consideration given
thereon.

23.2 It is recorded that the signatories to this agreement representing the

NAMIBIAN PARTY, are duly authorised representatives of the NAMIBIAN
PARTY warranting their authority to do so and that the respective companies
that form the members of the Group Joint Venture and NAMIBIAN PARTY,
will each individually undertake to do all such things and give all such
assistance as shall be necessary to obtain the required approval by the
relevant Board of Directors of such companies to irrevocably authorise and
guarantee the authority of the parties signing on behalf of the NAMIBIAN
PARTY.

23.3 The five members and legal entities being the shareholders of the NAMIBIAN
PARTY, jointly and severally warrant and indemnify KATLA to the effect that
they are the sole members possessing any right to the share capital of the
NAMIBIAN PARTY whether actual, prospective or contingent. In the event
that any of the members’ companies, Close Corporation or other entity have
not been registered or incorporated, then in such event adequate provision
must be made to provide for a pre-incorporation contract as far as it is
required with regard to the signing to this agreement.

23.4 With regard to the payment of the guaranteed amount it is recorded that in the
event that the company registration documentation and/or opening of a bank
account or other formalities with regard the NAMIBIAN PARTY or any of its
members have not been finalized, KATLA irrevocably undertake to effect

payment of the guaranteed amount into the trust bank account of its legal
practitioners who shall be instructed to deposit such guarantee amount on an
interest bearing deposit for credit of the NAMIBIAN PARTY which legal
practitioners shall issue an acceptable guarantee in favour of the NAMIBIAN
 14

PARTY pending compliance with any outstanding company registration or

banking requirements and delivery of:

23.4.1 satisfactory proof by the NAMIBIAN PARTY and its members of

Company or Close Corporation or other legal entity registration;

23.4.2 satisfactory proof by the NAMIBIAN PARTY of bank account

particulars of the aforesaid Company, Close Corporation or legal entity.

DATED on this the _________ day of _____________________ 2012.

AS WITNESSES:

1. ________________________ ________________________________________
For and on behalf of the KATLA
SEAFOOD duly authorised thereto
2. ________________________

DATED on this the _________ day of _______________________ 2012.

AS WITNESSES:

1. ________________________ ___________________________________
For and on behalf of the NAMIBIAN
2. ________________________ PARTY duly authorised thereto.