SIGEN DEVELOPMENT INVESTMENT AGREEMENT

THIS DEVELOPMENT INVESTMENT AGREEMENT is made this ……… day of ………………….. 2018 BETWEEN
________________________________________________________________ of _____________________
_______________________________________ (hereinafter referred to as “the owners”) which
expression shall, where the context so admits, include his Administrators, executors, successors-in-title,
heirs, assigns, and personal representative of the one part.

AND

AFRICA INTEGRATED DEVELOPMENT INFRASTRUCTURE AND CONSTRUCTION COMPANY (AIDIACC) of

12. Zaire Crescent, Mississippi Street, Maitama, Abuja (hereinafter referred to as “the Developer”
which expression shall where the context so admits include its successors in title and assigns) of the
other part.

WHEREAS

1. The property which forms the subject matter of this Agreement is all that piece of land and
structures measuring approximately __________ sqm. situated and located at Plot
_______________ near Ngoruje, Sardauna Local Government Area, Mambilla Plateau, Taraba
State

2. The Property is covered by a Certificate of Occupancy, registered by Taraba State – Survey

_______________________ under the name _________________________________

3. The Owner has been and still is in undisturbed possession of the property.

4. The Owners are desirous of leasing and developing the property into a building by
reconstructing the demolished properties and refurbishing the existing structures standing on
the property and have consequently engaged the services of the Developer for the said purpose
pursuant to the terms stated hereinafter.

5. The property is absolutely free from encumbrance howsoever or any overriding interest by any
third party.

6. Alhaji Bamanga Tukur has given his full consent to the long term lease and development of the
Property by the development and execution of same by AIDIACC
WHEREBY IT IS AGREED AS FOLLOWS:

1. For the consideration hereinafter mentioned, the Developer shall upon and subject to the conditions
contained in this Agreement, undertake the refurbishment and reconstruction of the present assets.

2. The Owners shall upon the execution of this Agreement and the receipt of the contract sum transfer
all proprietary rights and interest in the property and the development thereon over to the
Developer for a period of 30 years.

3. The Agreement tenure shall commence upon the expiration of a moratorium period of 6 months
which shall be effective from the date of execution of this agreement.

4. Pursuant to the above and in consideration of the Owner having agreed to entrust the property to
the Developer for the development of same, and thereafter for the Agreement period, the
Developer agrees to pay to the Owner the sum of =N=15 Million only (after 6 months) as premium
and transfer to the Owners Group, 30% equity within the new development venture upon
completion for the entire agreement period. The owner hereby acknowledges the receipt of the
sum of =N=15 Million only as consideration of agreed premium payable.

5. This Agreement for the construction of the development is being made on the express
understanding that the Developer would comply with and/or cause compliance with all the
statutory provisions in relation to such development and for this purpose the expenses that might
be incurred would solely borne by the Developer.

6. The Developer hereby agrees and undertakes to obtain all necessary sanctions, approvals and
permits for the construction of the development on the property sequel to the demolition of any of
the existing structure within the moratorium period.

7. The Developer would hold a 70% equity stake in the resort, while the property owner’s
representatives would hold a 30% equity stake in the resort.

8. From year 25, the equity stake percentages would be reversed with the property owner’s
representatives would hold a 70% equity stake in the resort; while the Developer’s equity stake
would be reduced to 30% equity holding.

THE DEVELOPER HEREBY AGREES WITH THE OWNER AS FOLLOWS:

 a. To pay all electricity charges that may be levied on the property from time to time by the
appropriate authorities during the term of this Development Lease.

b. To pay all rates, assessments and outgoings now imposed or that may be imposed on the
property by the appropriate authorities.

c. The demolition of the property, and construction of the said developments shall be at the
sole risk and expense of the Developer and the Developer shall comply with all statutory
provisions, rules and regulations in relation thereto.

d. To take possession of the development upon the completion of construction works thereon.

e. Not to mortgage, charge or encumber the property and the development in any manner
where such mortgage, charge or encumbrance would still subsist after the expiration of the
Agreement tenure.

f. To ward off and prohibit and if necessary proceed against in due form, all trespassers on the
said property and take appropriate steps whether by legal action or otherwise to abate all
nuisance.

g. To indemnify the owner from any action, fines, penalties or costs and expenses for any
violation of any statutory provisions in relation to the said development and construction by
the Developer.

h. To exclusively receive all rents and enjoy all other benefits accruing from the development
during the period forming the Agreement tenure.

i. To redevelop the demised property into a hotel and resort.

j. To keep the redeveloped property in good and substantial repairs throughout the tenure
and to deliver up the property to the Owner at the determination of the lease.

l. Not to do or permit or suffer anything in the property which may be or grow to be a

nuisance or annoyance to the Owners or the neighbourhood.

m. To permit the Owners and agents, servants, workmen and others at all reasonable times
during the said term to enter upon and view the condition of the property.

n. To keep the property insured against loss or damage by fire during the tenure.

o. At the determination of the Development Lease hereby created, to peacefully surrender and
yield up to the Owner the property with any allowed addition, extension or alteration
thereto in good and tenantable repair and condition in accordance with the foregoing
covenants without further notice, contractual, statutory or otherwise.

THE OWNER HEREBY AGREES WITH THE DEVELOPER AS FOLLOWS:

 1. The Lessee paying the agreed consideration and observing the stipulations herein on its part
contained, shall peaceably hold and enjoy the property hereby granted without any
interruption by the Owner or any person lawfully claiming under him.

FURTHER ASSURANCE

The Owner further covenants with the Developer to give any assistance, provide any document, and do
any such reasonable thing during the Agreement tenure that the Developer would require in the
execution of its rights, privileges, and obligations over the development and the property and
possession of same.

IT IS HEREBY AGREED:

1. Either party hereto shall reserve the right to terminate this lease whether contractual or
statutory by giving to the other party six (6) calendar months notice in writing and upon the
expiration thereof, the Owner may re-enter the property and take possession, subject
however to the expiration of the period of this agreement EXCEPT in case of breach of any
of the terms of this agreement, whereupon the expiration of the agreement period shall not
apply.

2. Any notice under this Agreement shall be in writing. Any notice to the Developer shall be
sufficiently served if left addressed to it on the property or sent to him by registered post
and any notice to the Owner shall be sufficiently served if delivered to him or his agent
personally or sent to him or his agent by registered post.

REVERSIONARY INTEREST

Upon expiration of the Agreement tenure and at the anniversary of this Agreement on the Thirtieth
(30th) year, all legal and proprietary rights and interest in the property and the development as well as
full possession of same shall revert back to the Owner or otherwise their Administrators, executors,
successors-in-title, heirs, assigns, and or personal representatives.

DISPUTE RESOLUTION

1. In the event of a dispute or any matter connected to or arising from this Agreement, the parties shall
endeavour to effect amicable resolution.

2. Any dispute arising from this Agreement which cannot be resolved amicably between the parties
shall be finally settled by a single Arbitrator to be agreed to by the parties and appointed pursuant
to the Arbitration and Conciliation Act Cap 19, Laws of the Federal Republic of Nigeria (or any re-
enactment thereof) or otherwise to be appointed by the Chief Judge of Lagos State. The Arbitration
shall be held in Lagos.

3. Without prejudice to the foregoing, any aggrieved party being dissatisfied with the judgment of the
Arbitration panel shall have a right to recourse to any competent court of law in the Federal
Republic of Nigeria.
NIGERIAN LAW

This Agreement shall be governed by and construed in accordance with Laws of the Federal Republic of
Nigeria.

IN WITNESS of which the parties have set their hands and seals the day and year written above

SIGNED, SEALED AND DELIVERED by the within named “OWNER”

…………………………………………………………….
OWNERS GROUP
In the presence of

Name ……………………………………….…………………………………….
Address …………………………………………………………………………..
Occupation ……………………………………………………………………….
Signature ………………………………………………………………………….

SIGNED, SEALED AND DELIVERED by the within “DEVELOPER”

……………………….…………………………………….

AFRICA INTEGRATED DEVELOPMENT INFRASTRUCTURE AND CONSTRUCTION COMPANY (AIDIACC)

In the Presence of:

Name ……………………………………….…………………………………….
Address …………………………………….…………………………………….
Occupation ……………………………………………………………………….
Signature ………………………………………………………………………….