DEBT

RECOVERY AGREEMENT

BETWEEN

RXALL INC. with registered office at Peace Estate, By Red Roof Hotel, Toll Gate, Ibadan, Oyo
State, Nigeria (hereinafter referred to as the "COMPANY") which expression shall where the
context so admits include its successors in title and assigns) of the one part

AND

Company, as a limited company/business incorporated/registered under the laws of the Federal

Republic of Nigeria (herein after referred to as the "BORROWER ") which expression shall where
the context so admits include its successors in title and assigns) of the other part.

WHEREAS:

1. Pursuant to a Credit Financing Agreement the Borrower obtained a loan facility from the
Company to aid in the purchase of pharmaceutical products sold by the Company.
2. The terms of the Credit Financing Agreement (hereinafter referred to as “CFA”) stated
that repayment of the Loan shall be made within a credit cycle period from the day in
which the loan is obtained.
3. The Borrower agreed to comply with the said CFA and to make all payments due to the
Company at the specified date in the CFA .
4. The Borrower has now failed to make payment of the debt owed to the Company and as
a result, the Company desires to take possession of the assets and inventory of the
Borrower to the tune of the sum owed by the Borrower to the Company.
5. The Borrower is willing to enter into this agreement with the Company as a result of failure
to pay the sum owed to the Company (which includes the interest accrued on such sum).
6. This agreement shall be read and construed in line with the CFA signed by the Borrower.

IT IS HEREBY AGREED AS FOLLOWS:

1. COMMENCEMENT AND DURATION

This Agreement shall commence on the Effective Date and shall remain in force until the
relationship between the Parties comes to an end or an amendment is made to this
Agreement.

2. CREDIT FINANCE AS CONTAINED IN CREDIT FINANCE AGREEMENT:

The Company permitted the Borrower to buy Products sold by the Company on credit
which was conditional upon provision of all documents necessary for the perfection of the
credit finance offered to the Borrower by the Lender in addition to the other conditions
specified in the offer letter.

3. COVENANT TO PAY:
3.1. The Borrower covenanted with the Company to duly and punctually pay all monies
(including accrued interests) and perform or discharge all Obligations which may from
time to time be or become due, owing, incurred or payable by the Borrower to the
Company pursuant to the CFA or any other relevant agreement.

3.2. The Borrower was granted a twenty-one (21) days period or fourty-four (44) days period
credit cycle
or seventy-four (74) days period or days period as per selected loan terms (
period) from the day the credit was granted, to pay the full credit outstanding.
Furthermore, an extension of seven (7) days or related number of days as per selected loan
product (
grace period) was granted to the Borrower to ensure that the sum owed to the
Company was paid.

4. DEFAULT:

The Borrower has failed to make payment of the credit outstanding after a credit cycle
period plus the grace period and as such is in default.

5. ASSET/INVENTORY:

As a result of the default on the part of the Borrower, the Borrower as beneficial owner,
hereby assigns absolutely to the Company, the right to take over the Borrower’s assets
and/or inventory of the Pharmacy (where applicable) to the tune of the amount owed by
the Borrower to the Company.

6. DEPOSIT OF TITLE DOCUMENTS:

The Borrower shall submit to the Company all necessary documents showing
title/ownership of the Assets and/or inventory to enable the Company to take over the
assets and/or inventory without any issue, delay or complication.

7. APPLICATION OF PROCEED:

The proceeds recovered from the sale of assets and/or inventory belonging to the
Borrower shall be used to offset the debt owed by the Borrower to the Company. Where
the proceeds are more than the amount of money owed (including the accrued interest),
the Company shall return the difference to the Borrower.

8. ENFORCEMENT:

This Agreement shall become enforceable where:

i. the Borrower fails to pay the Company the sum owed to the Company within a
credit cycle period from the date the credit sum was obtained;
ii. The Company has written to the Borrower requesting for payment of such sum
owed by the Borrower to the Company.

9. NOTICES:

Each notice or other communication required to be given under, or in connection with

this Agreement shall be in writing by electronic mail or, delivered personally or sent by
pre-paid first-class letter or courier.

Any notice if addressed to the Company shall be delivered to:

Rxall Inc.
 Address: Peace Estate, By Red Roof Hotel, Toll Gate, Ibadan, Oyo State, Nigeria
Email: [•] info@rxall.net
Telephone: [•] +2348162163549
Attention: [•] The Credit Team Lead

Any notice if addressed to the Borrower shall be delivered to an address specified prior

10. RECONSTRUCTION AND AMALGAMATION

This Agreement shall not be affected by any amalgamation, take-over or other

reconstruction that may be affected by the Company, its successors and assigns with any
other company or persons whether the new company thus formed shall or shall not differ
in its name, objects, character and constitution its being the intent that this agreement shall
remain valid and effectual in all respects in favour of and with reference to any such new
company when formed and may be proceeded on or enforced in the same manner to all
intents and purposes as if the new company had been named and referred to herein instead
of the Company.

11. GOVERNING LAW:

The terms of this Agreement and the rights and obligations contained herein shall be
governed by and construed in accordance with the laws of Nigeria.

12. DISPUTE RESOLUTION:

Any dispute arising out of or in connection to this Agreement shall to the extent possible,
be settled amicably by negotiation, mediation and discussion between the Parties.
Otherwise, such dispute shall be subject to the jurisdiction of the Nigerian Courts.

13. AMENDMENT OF AGREEMENT

This agreement may not be amended save by a document signed by or on behalf of the
Borrower and the Lender.

14. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which is an

original and which, together, have the same effect as if each party had signed the same
document.

Signed by:

Sel Sel
Mz:Medical supplies:Center
Xb F {BusinessAddress.Home}, Nx
Bayelsa State, Nigeria
2340000030000
so@gmail.com
10.07.23