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LOAN AGREEMENT

ENTERED INTO BETWEEN

ORCINUS LIMITED
(COMPANY NUMBER: 10023762)

Herein represented by ### (ID: ###), being duly authorised thereto

(hereinafter referred to as the “LENDER”)

AND

COBALT PROJECTS (PTY) LTD

(Registration Number: ###)

Herein represented by Johannes Cornelius Georg Benjamin Potgieter (ID:

6004035145081) being duly authorised hereto

(hereinafter referred to as the “BORROWER”)

___________ ___________
Initial Borrower Initial Lender
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1. Recordal

1.1 Whereas the Borrower has approached the Lender with the view of securing a
loan for the reason as set out in clause 15 hereof.

1.2 And Whereas the Lender shall advance the loan in smaller amounts to the
Borrower, subject to the terms and conditions set out hereunder.

2. Loan Amount

2.1 The Lender hereby agrees to lend to the Borrower amounts that have been
approved by the Lender for specific use as set out in clause 15 hereof,
hereinafter referred to the “Advanced Amount”.

2.2 The Advanced Amount will be paid to the Borrower into the following bank
account:

ACCOUNTHOLDER: ______________________;
BANK: ______________________;
BRANCH: ______________________;
BRANCH CODE: ______________________;
ACCOUNT NUMBER: ______________________;
REFERENCE ______________________;

2.2 It is agreed that the Borrower may request the Lender to advance several
amounts, subject thereto that the Advanced Amount collectively will not
exceed a total of R1 000 000.00 (One Million Rand), hereinafter referred to the
“Loan Amount”.

(Collectively the “Loan Amount” and individually referred to as the “Advanced

Amounts”)

___________ ___________
Initial Borrower Initial Lender
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3. Calculation of Advanced Amounts and approving procedure thereof

3.1 Before any Advanced Amount is paid to the Borrower, the Lender will be
entitled to approve such amount in order to determine whether such amount
will be used for the purpose as set out in clause 15.

3.2 The Lender may request all/any documentation which will contribute to the
approval/disapproval of the Advanced Amount requested by the Borrower.
The documents requested by the Lender will be provided within 48 hours by
the Borrower.

3.3 The request in this clause will be in writing to the Lender not later than 20
(Twenty) working days before payment is due, subject to the Lenders
Approval of the Advanced Amount.

4. Period of Loan and Repayment

4.1 The Lender makes available the Loan Amount to the Borrower, which Loan
Amount, shall be paid to the Borrower as agreed to and contained in clause 2
and 3 above.

4.2 The Loan Amount which is outstanding at the time must be repaid by the
Borrower to the Lender as follows:

4.2.1 With the first 50% (fifty percent) of the amount that will be declared as
dividend in the Borrower;
4.2.2 Should the outstanding Loan Amount not be settled after the procedure as
contained in clause 4.2.1, in such event:
4.2.2.1 the same procedure will be followed for each consecutive year, until the full
outstanding Loan Amount is settled.

5. Exeptio non numeratiae pecuniae

___________ ___________
Initial Borrower Initial Lender
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The Borrower hereby expressly renounces the benefits of the exceptio non
numeratiae pecuniae, the benefits of the non-causa debiti, excussion,
divisionis, the errore calculi, de duobus vel pluribus reis debendi, the revision
of accounts and no value recorded and declares that he understands the
meaning of such renunciations.

 non numeratae pecuniae – This is the defence that moneys claimed

were in fact never advanced to, or received by or on behalf of the
Borrower;
 non causa debiti – This relates to bonds securing causes of debt not
relating to loans of money. The purposes of renouncing this exception
is to place the onus of proving the absence of causa on the Borrower;
 errori calculi – This is the defence that the amount claimed has been
incorrectly calculated;
 revision of accounts and no value received - These defences are very
similar to the exceptions errori calculi and non casua debiti;
 excussion – A waiver of this benefit by a surety entitles the Lender to
claim payment from any surety without first exhausting its legal
remedies against the Borrower;
 divisionis – A waiver of this benefit by a co-surety entitles the Lender to
recover the full debt owed by the Borrower from any surety; and
 de duobus vel pluribus reis debendi - A waiver of this benefit by co-
debtor or surety entitles the Lender to recover the full debt from such
co-debtor or surety, without first requiring payment from the Borrower or
other debtor, as the case may be, and

The Borrower as signatory hereto acknowledge to be fully acquainted

with the contents of these exceptions and the effect of the renunciation
thereof.

6. Place and time of payment

___________ ___________
Initial Borrower Initial Lender
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6.1 All payments made in terms of this agreement shall be deposited into the
following nominated account:

ACCOUNTHOLDER: ______________________;
BANK: ______________________;
BRANCH: ______________________;
BRANCH CODE: ______________________;
ACCOUNT NUMBER: ______________________;
REFERENCE ______________________;

or at such address or into such bank account as the Lender may nominate
from time to time in writing.

6.2 The Borrower shall not be entitled for any reason whatsoever to withhold or
defer any payment due and payable in terms of this agreement.

7. Circumstances Leading to Acceleration, Over and Above Clause 7

The Loan Amount herein shall become due and payable immediately upon the
insolvency of the Borrower, whether such insolvency is provisional, final or
commercial in nature and/or any civil judgment (whatever the relief sought)
granted against the Borrower.

8. Waiver

The Lender shall not be regarded as having waived, or be precluded in any

way from exercising, any right under or arising from this agreement by reason
of having at any time granted any extension of time for, or having shown any
indulgence to the Borrower, with reference to any payment or performance
hereunder, or having failed to enforce, or delayed in the enforcement of, any
right of action against the Borrower.

9. The Whole Contract

___________ ___________
Initial Borrower Initial Lender
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The parties confirm that this contract together with all annexures/ancillary
documentation hereto contains the full terms of their agreement (absent from
any representations of any nature not contained herein) and that no addition
to, variation of or consensual cancelation of the whole or any provisions of this
contract shall be of any force and effect unless reduced to writing and signed
by both parties.

10. Legal Costs

In the event of the Lender having to instruct his legal representative to enforce
any of the provisions of this agreement, the Borrower shall be liable to pay the
legal cost incurred by the Lender on the scale as between attorney and
own client, whether legal action is instituted or not.

11. Domicilium citandi et executandi

The parties choose as their domicilium citandi et executandi the following

addresses:

11.1 The Lender:

Physical address: _________________________________;
_________________________________;
_________________________________;
_________________________________;
Postal address: _________________________________;
Fax: _________________________________;
Tel: _________________________________;
E-Mail: _________________________________;

11.2 The Borrower: Any of -

Physical address: _________________________________;
_________________________________;
_________________________________;

___________ ___________
Initial Borrower Initial Lender
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Postal address: Same as above

E-Mail: _________________________________;

12. Cession

The Lender shall be entitled to cede or pledge its interests herein or to trade
therewith at its own discretion without the consent of the Borrower. It may
also in rem suam discharge or release any security partly or in full without the
consent of the Borrower. It may consent to any alteration, release, relaxation
or postponement of the terms hereof and such action shall not be binding on
the Lender in any way whatsoever or relied upon by the Borrower for any
reason whatsoever, unless it has indicated in writing that such action shall be
binding.

13. Independent Legal Representation

The Borrower record and agree that they have been advised by the Lender to
obtain independent legal advice prior to execution of this loan agreement and
all ancillary related documentation signed with the loan agreement.

14. Penalty Interest

The parties herby agree that should the Borrower fail/neglect and/or refuse to
repay the Loan Amount, on due date in terms hereof, penalty interest shall be
levied against the full outstanding balance at basic rate of interest at which the
Lender’s bank lends on overdraft, as certified by any general manager of that
bank, whose authority and appointment it shall not be necessary to prove.

15. Confirmation and Consent by Borrower

15.1 The Borrower hereto confirm that the Loan Amount will be applied towards any
capital expenditure and operational requirements of the Borrower to advance

___________ ___________
Initial Borrower Initial Lender
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their current business. The Borrower hereto still foresee exceptional growth
and/or profit in respect of the current business and/or anticipated business
opportunity.

15.2 The Borrower confirm that they approached the Lender without any
inducement or compulsion of any nature.

15.3 The Borrower confirm that all the information given and all supporting
documentation furnished when applying for the loan referred to in the recordal
hereof are true and correct and the Lender need not investigate the
authenticity of same.

15.4 The Borrower consented to the lender performing credit checks on them.

15.5 The Borrower have satisfied themselves that the interest rate charged herein
is favourably comparable to the interest rates charged by similar institutions
for similar transactions, having satisfied themselves therewith prior to
signature of this agreement and the loans referred to in the recordal hereof.

16. Severability and General

16.1 If any provision of this agreement is held to be unenforceable by any Court of

law, such provision shall be severable from this agreement and shall not affect
the remaining provisions of this agreement which shall remain in full force and
effect.

16.2 The Borrower undertakes that this document has been completed in all
respects and that they have read the terms and conditions herein and fully
understand the implications thereof.

16.3 The law governing this Agreement, including without limitation its interpretation
and all disputes arising out of this Agreement, is the law of South Africa, and
subject to clause 14 above, the Parties submit to the exclusive

___________ ___________
Initial Borrower Initial Lender
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jurisdiction of the South African courts in respect of any matter arising from or
in connection with this Agreement, including its termination.

Signed at on this day of ______________ 2019

Witnesses:

1.

2.
(Signature of witnesses) (Signature of Lender)

Signed at on this day of ______________ 2019

Witnesses:

1.

2.
(Signature of witnesses) (Signature of Borrower)

___________ ___________
Initial Borrower Initial Lender