INVESTMENT AGREEMENT

Between

OLAWALE ARABA

AND

AYODEJI OLATUNJI

DATED

JANUARY 21st, 2023

Prepared By:

ABIDEMI OLOWOLAGBA, ESQ

229 HERBERT MACAULAY ROAD, ALAGOMEJI,

YABA, LAGOS
This Investment Agreement dated the ___ of ___________________2023,

Between

Olawale Araba of Marie’s court, Reverend Ogunbiyi Street, Ikeja GRA (hereafter referred to as
"investor” which expression shall where the context so admits include its successors-in-title and
assigns) of the one part

And

Ayodeji Olatunju, of No 30b Talabi Street Boet Estate, Adeniyi Jones, Ikeja (hereafter referred to as
"Promoter" which expression shall where the context so admits include its successors-in-title and
assigns) of the other part.

Investor and Promoter are hereinafter jointly referred to as the “Parties’’ and individually as “the
Parties”

Whereas

a) The Promoter is a hospitality business expert in the business of short let business, rentals and
the provision of furnished and unfurnished apartments for short period with the objective of
making profit.

b) The Investor is a tenant of the Promoter and his business partner, in one of their short lets
properties at T2, Unit 5, Marie’s court, Reverend Ogunbiyi Street, Ikeja GRA.

c) The Promoter has approached the investor to invest funds into the setup of a duplex in return
for agreed profit.

d) The Investor is desirous of investing in renting and furnishing a duplex located at Marie’s
court, Reverend Ogunbiyi Street, Ikeja GRA for the purpose of operating as a short let
property.(“the Project”)

e) The parties hereto have agreed subject to the terms and conditions herein specified to work
together with a view to achieving the aforementioned objectives.

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IN CONSIDERATION OF THE MUTUAL UNDERTAKINGS, CONSENTS AND SEVERAL
COVENANTS HEREIN SPECIFIED, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. ALLIANCE RELATIONSHIP STRATEGIC INTENT/OBJECTIVES

The overall objective of the Agreement is to outline the obligations, profit sharing modality
and ownership right.

2. COMMENCEMENT AND DURATION

This Agreement shall become effective as of the 1st of February 2023 and shall subsist from
the Effective Date unless terminated earlier in accordance with the provisions of this
Agreement.

3. OBLIGATIONS OF THE PARTIES

3.1. Specific Obligation of the Parties

3.1.1. The Investor Shall:

a) Pay the sum of Four Million Eight Hundred Thousand Naira

(N4,000,000) representing fifty percent of the rental price for the
duplex to be used for the Project;

b) provide electronics totalling Six Million Nigerian Naira

(N6,000,000). The Investor shall own title and ownership of the
electronics in the One-Bedroom Apartment;

c) pay the sum of Forty Thousand Naira (N40,000) as housekeeper's

salary;

d) Provide the Promoter with an annual one-time payment of Two

Hundred and Twenty-Five Thousand Naira (N225, 000), which
represents fifty percent of the estate service charge.

3.1.2. [Promoter shall:]

a) facilitate and secure bookings of the property;

b) exercise diligence by dedicating adequate time and effort to guaranteeing the

Project's success;

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 c) maintain reasonable technical and practical knowledge of the hospitality
industry in order to achieve the goals of this agreement.

3.1.2.1. Compensation

a) The Promoter and the Investor hereby agree that the Promoter shall pay the
Investor’s monthly service charge at the flat which the investor currently
resides at Marie’s court, Reverend Ogunbiyi Street, Ikeja GRA;

b) In the event that the Investor does not reside in the property situate at
Marie’s court, Reverend Ogunbiyi Street, Ikeja, GRA anymore, the
Promoter shall pay the sum of One Million Naira (N1,000,000) to the
Investor every last working day of the month.

3.2. Joint Obligations

(a) The Parties shall carry out all their duties as provided for in this
Agreement;

(b) The Parties shall facilitate the objective of the Partnership solely for the
actualization of the Project;

(c) The Parties agree to negotiate the Project in good faith following the execution
of this Agreement in order to pursue and achieve the desired objectives of the
Project;

(d) The parties shall jointly contribute towards to beautifying and decorating of
common spaces during the development of the property.

(e) The parties shall jointly pay the salaries of the housekeepers who are to clean
the property for the Project. The payment shall be pro-rated 50% each to the
Promoter and the Investor;

(f) The Parties shall ensure prompt payment of their respective investment sum or
asset according to the agreed milestones to be agreed in a separate agreement.

4. THIRD PARTY APPROVALS, WARRANTIES AND INDEMNITIES

4.1. The Parties will use all reasonable efforts to identify and obtain as soon as possible
any third-party consents or approvals that may be required to fulfil their obligations
under this Agreement.

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 4.2. Each Party hereby warrants that it has the capacity to enter into this Agreement as a
Party, and that all material information regarding its status as such Party is correct.

4.3. Each Party hereby warrants that it has the capacity to enter into this Agreement as a
Party, and that all material information regarding its status as such Party is correct.

4.4. Each party hereby specifically warrants and represents that:

(i) It has the requisite professional and technical skills as well as the hands-on
experience to carry out its obligation under this agreement;

(ii) It has the proprietary rights or license to use any technology or other
proprietary materials required to carry out its obligations under this Agreement
and shall not by virtue of carrying on its obligations under this Agreement
breach any intellectual property or other rights or obligations owed to any third
party; and

(iii) Its personnel have the requisite knowledge, skills and expertise to carry out its
obligation under this Agreement.

4.5. Each Party represents and warrants that it has the power and authority to grant to the
other Party, the rights granted herein and is duly incorporated and authorized under the
laws of the Federal Republic of Nigeria to enter into this Agreement and that its
performance thereof will not conflict with any other agreement.

4.6. Each Party undertakes to hold the other Parties indemnified against any loss, including
a loss due to any third-party claim, where such loss arises from a breach of any
warranty or covenant under this Agreement.

4.7. A Party's obligation to defend, indemnify and hold harmless the other Party will arise
only if the indemnified Party gives the indemnifying Party at least 14 working days’
notice of the infringement claim and grants the indemnifying Party, in writing,
exclusive control over its defense and settlement.

5. AUTHORIZATION

All agreements, mandates and instructions shall be deemed properly and validly executed by
the Parties once the duly authorized representatives of each Party have signed them.

6. TERMINATION

6.1. The Parties have agreed to set a lock-in period of 24 months during which the
promoter shall not terminate the Agreement. In spite of this mandatory clause, if the
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 Promoter terminates the Agreement, he shall allow the Investor go with the
electronics in the One Bedroom Apartment and also, he shall pay to the Investor the
agreed monthly fee or the remaining lock-in period at the rate of agreed upon in the
agreement. On the other hand, Investor shall compensate the Promoter for loss and
inconvenience caused to the Promoter for withdrawal from the obligations of this
Agreement.

6.2. Upon the expiration of the 24 months, either Party may terminate this Agreement by
serving a written notice (with full particulars of the breach and request for such breach
to be remedied) to the defaulting Party and shall allow a period of 60 days for a
response if:

(i) the other Party has committed any material breach of any of its obligations
under this Agreement and in the case of a breach that is capable of being
remedied has failed to remedy the same within a reasonable period after
receiving the notice;

(ii) the other party makes any arrangement or composition with its creditors,
becoming bankrupt, goes into liquidation (except for the purposes of
amalgamation or reconstruction in such manner that the emerging entity
effectively agrees to be bound by or assume the obligations imposed on the
Party under this Agreement) or if an encumbrancer takes possession of, or a
receiver or administrative receiver is appointed over, the whole or any
substantial part of the property or assets of the Party; or

(iii) a Party fails to obtain or ceases to hold its license or approval to carry on any
of the obligations as outlined in this agreement.

6.3. For the purposes of Clause 6.2, a breach shall be considered capable of remedy if the
defaulting Party can comply with the applicable provisions in all respects other than as
to the time of performance (provided that time of performance is not of the essence).

6.4. The Parties agree that upon termination:

i. The parties shall be take possessions of properties in their own allotted

apartments

ii. The Parties shall be discharged from any liability for further performance of
this Agreement

iii. The Parties have the right to recover any equipment, materials or property that
they have title to and to be paid any sums that have accrued prior to such
termination.
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 iv. The accrued rights or liabilities of any of the Parties shall not be affected nor
shall it affect the coming into force or the continuance of any provisions,
expressly stated herein or otherwise on or after such termination.

7. FORCE MAJEURE

7.1. Neither Party hereto shall be liable for any breach of its obligations hereunder as a result
of circumstances beyond its reasonable control, and without fault or negligence,
including but without limitations to, acts of God, earthquakes or other natural disasters,
riots, war or violence or any serious threat of the same, any strike, arrest, restraint or act
of any government [“Force Majeure Event”]. The Party claiming force majeure shall
take reasonable steps to remove or relieve such Force Majeure Event in order to resume
full or partial performance of this Agreement.

7.2. Each of the Parties hereto agrees to give forthwith to the other Party upon becoming
aware of the Force Majeure Event, such notice containing details of the circumstances
giving rise to it.

8. EXCLUSIVITY

During the subsistence of this Agreement, each Party undertakes not to take any steps,
actions, proceedings or enter into any arrangement or agreement, (either alone or in
conjunction with other persons) which competes or may be prejudicial (in any manner) to the
consummation of the Project.

9. CONFIDENTIALITY & ANNOUNCEMENTS

9.1. The Parties hereby covenant to keep confidential and not disclose to any other person,
or use for any purpose except the purposes of performing its obligations under this
Agreement, any information obtained from the other Party pursuant to this Agreement
save such information:

(i) As is required to be disclosed by operation of law or any regulations or any

binding judgment or order, or any requirement of a competent public authority;
or

(ii) That comes within public knowledge or domain otherwise than through the
default of the other Party.

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 9.2. No public announcement or press release in connection with the subject matter of this
Agreement shall be made or issued by or on behalf of the Parties without the prior
written approval of both Parties.

9.3. The Parties shall impose the same obligations with respect to confidentiality set out in
this Clause upon its employees, agents, affiliates, sub-contractors, suppliers and other
third parties who are in association with it and may have access to any of the
confidential information contemplated herein (such access being granted on request and,
in the case of any of the foregoing persons, except its employees, with the prior
approval of the other Party).

9.4. The confidentiality obligations set out in this clause shall survive for a period of two (2)
years following the termination or expiration of this Agreement.

10. ASSIGNMENT

10.1. Neither Party may assign any rights or obligations under this Agreement without the
other Party’s written consent, which shall not be unreasonably withheld or delayed. Any
assignment without the requisite consent shall be void;

10.2. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit
of the Parties, their respective successors and assigns.

11. GOVERNING LAW

Notwithstanding the location of the execution of this Agreement, or where obligations

hereunder are performed, the Parties expressly agree that this Agreement and any claim or
controversy arising out of or relating to rights and obligations of the Parties under it shall be
governed by and construed in accordance with the Laws of the Federal Republic of Nigeria.

12. DISPUTE RESOLUTION

12.1. Any dispute, difference or controversy or whatever nature arising under or in relation to
this Agreement between the parties and so notified in writing by either party to the other
party shall be resolved amicably by both parties. However, where the said dispute is not
resolved within 30 days, Parties shall have recourse to the Lagos Multi-door
Courthouse, situate in Lagos State.

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 12.2. Each of the Parties irrevocably agrees that the courts of Nigeria have jurisdiction to
settle any dispute arising out of or in connection with this Agreement including a
dispute regarding the existence, validity or termination of this Agreement (a “Dispute”).

12.3. The dispute resolution provisions shall survive the termination of this agreement.

13. AMENDMENT

This Agreement may be amended or supplemented only by a written document referring

explicitly to this Agreement and is signed by both Parties.

14. WAIVER

No waiver shall be implied from conduct or failure to enforce rights. No waiver shall be
effective unless it is in writing and is signed by a representative of the Party against whom the
waiver is asserted.

15. SEVERABILITY

If any part of this Agreement is found invalid or unenforceable, that part shall be struck out
and the remainder of this Agreement shall remain fully in force.

16. CONTINGENCIES

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 Neither Party shall have the right to claim damages or to terminate this Agreement as a result
of the other Party’s failure or delay in performance due to circumstances beyond its
reasonable control such as war, riot, insurrection, epidemic, act of God, or governmental
action not the fault of the non-performing Party.

17. ENTIRE AGREEMENT

This document including any attachment or subsequent annexure (duly accepted and agreed
upon by the Parties) shall represent the entire agreement between the Parties relating to its
subject matter and supersedes all prior representations, discussions, negotiations and
agreements whether written or oral.

18. NOTICES

18.1. A notice given under this Agreement:

(i) shall be in writing and in the English language;

(ii) shall be sent for the attention of the Person, and to the address, or by fax to the
number, given in this clause (or such other address, fax number or person as
the Party may notify to the other Party in accordance with the provisions of
this clause); and

(iii) shall be:

(a) delivered by hand; or
(b) sent by fax or email; or
(c) sent by courier or recorded delivery.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and
year first above written.

SIGNED, SEALED AND DELIVERED

by the within named INVESTOR
OLAWALE ARABA

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

In the presence of:

Name:

Address:

Occupation:

Signature:

SIGNED, SEALED AND DELIVERED

by the within named PROMOTER
AYODEJI OLATUNJI

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

In the presence of:

Name:

Address:

Occupation:

Signature:

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