Africa Textile Management Service Limited,

Unit N1202, N1203, N1204B, Level 12,

Emirates Financial Towers,
Dubai International; Financial Centre,
Dubai, United Arab Emirates

CONTRACT FOR THE SUPPLY OF Enginerring procurement and construction

BETWEEN

COULIBALY PERIGNAMIN ZIE MOUSS

AND

AFRICA TEXTILE MANAGEMENT

CONTRACT NO:
ATMS/CON/2022/4500103273

Page 1 of 15
 Africa Textile Management Service Limited,
Unit N1202, N1203, N1204B, Level 12,
Emirates Financial Towers,
Dubai International; Financial Centre,
Dubai, United Arab Emirates

ATMS/CON/2022/4500103273

CONTRACT FOR THE SUPPLY OF Enginerring procurement and construction

THIS CONTRACT is entered into force on Jul 26, 2022 by and between AFRICA TEXTILE MANAGEMENT

company under Benin law with a capital of 1,000,000,000 XOF, registered under number -----------------------------------------, whose head office is located at

AND

COULIBALY PERIGNAMIN ZIE MOUSS company whose registered office is located at

Street-------------------------------------------------------------------------.under company registration number PD386120 its Marketing Head duly authorized for the purposes hereof
and hereinafter called as “Supplier”

In this Contract, Supplier and Client shall hereinafter individually be referred to as the “Party” and collectively as the “Parties”.

Whereas,

A.Pursuant to a private public partnership between ARISE IIP and Benin Government, the Client has undertaken to design, develop, construct, operate and maintain the
Glo-Djigbé Industrial Zone (GDIZ) located in the region of Atlantique and approx. 45 Km. from capital city of Cotonou at Glo Djigbé, Benin.Garment Training Centre is the
part of logistic park development within this project.
B.Integrated Home Textiles Centres is the part of logistic park development within this project.

C.The Client desires to engage the Supplier for SUPPLY OF Enginerring procurement and construction , hereinafter be referred to as the “Scope”, according
to the highest technical standards and international compliance,

D.The Client wishes to appoint a Supplier to ,SUPPLY OF Enginerring procurement and construction , (as defined in the Contract) as per the Bill of
Quantities, more particularly mentioned in Exhibit A of this Contract.
E.The Supplier is experienced in the supply of such SUPPLY OF Enginerring procurement and construction and has agreed to carry out and complete the
Scope in accordance with the Contract. The Supplier represents that it has the experience,expertise, capability and know-how to ensure that they will be supplied and
installed in accordance with the terms of the Contract in a safe and environmentally responsible manner.
F.Relying upon the representations made above, the Client appoints the Supplier to agree on the terms and conditions of the Contract.
Now it is agreed as follows:

1.In this Contract words and expressions shall have the meanings as are respectively assigned to them in the Conditions of Contract referred to,
2.The documents listed in the Annexures shall form part of this Contract,

3.In consideration of the payment to be made by the Client to the Supplier as hereinafter mentioned, the Supplier hereby agrees with the Client to Supply of

Enginerring procurement and construction related to Machineries in conformity in all respects with the provisions of the Contract

4.The Client hereby agrees to pay to the Supplier in consideration of the execution and completion of the “Scope” the price as per the manner prescribed in Exhibit A of

this Contract.
OFFER

The Supplier has examined the documents listed in the Annexures which forms part of this Contract and offers in conformity with the Contract for the sum of EUR Two
Million Seven Hundred and Thirty Thousand Only (In words) EUR (In figures), 2730000, CIF, Cotonou Benin

ACCEPTANCE

Client has by signing below, accepted the Supplier's offer and agrees that in consideration for the “Scope” in accordance with the Contract.

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 Africa Textile Management Service Limited,
Unit N1202, N1203, N1204B, Level 12,
Emirates Financial Towers,
Dubai International; Financial Centre,
Dubai, United Arab Emirates

ATMS/CON/2022/4500103273
TERMS AND CONDITIONS:

1.Sale of Equipment. Supplier hereby sells to Client and Client hereby purchases from Supplier as per described in Exhibit A attached hereto and incorporated herein
contained therein to the Client. All required hardware, equipment, material shall be delivered CIF, Cotonou Benin as per Incoterms 2020.

Inconsistencies or conflicts between this Contract and Supplier's offer shall be resolved by giving higher precedence to this Contract.

2.Purchase Price. Client shall pay to Supplier for the Supply of Enginerring procurement and construction and for all obligations specified herein, as full and
complete consideration therefore, the sum of ---------------------------------------------------------------------

SHIPPING TERMS:

The above mentioned Purchase Price is based on CIF, Cotonou Benin as per incoterm 2020

3. Payment. Payment of the Purchase Price shall be made by Client to Supplier as per below:

0% of the Purchase Price () shall be payable against shipping documents of the respective consignment through SIGHT confirmed irrevocable Letter of Credit (LC)
PARTIAL SHIPMENT ALSO ALLOWED which should be opened by Africa Textile Management Services Limited, Dubai, United Arab Emirates in favor of ""

0% of the Purchase Price ( ) shall be payable as Advance by Tele Transfer.

Supplier Bank details are as follows:-

Name:

Name Of The Bank: ECOBANK

Cote d'Ivoire
9876541001903
ECOCCIAB

Shipping Documents which Supplier must provide to Client is listed below. Cost of preparing the documents is included in Purchase Price. List of documents is as below
-
a.Commercial Invoice
b.Packing List
c.Certificate of Origin (Issued by Chamber of Commerce)
d.Bill of Lading
e.Export declaration
f.Warranty Certificate
g.ECTN certificate

4.Taxes. Client represents that it is an import duty & tax-exempt corporation under applicable laws of the Benin. Supplier shall take all actions required to cause the
Enginerring procurement and construction
purchase of the Supply of ------------------------------------------------------------------------------ related to Machineries hereunder to be treated as an import duty & tax-exempt
transaction, and in no event shall Client be responsible for any sales, use, property, gross receipts, or similar taxes levied against any party to this Contract. All applicable
taxes and duties outside destination country i.e. Benin shall be responsibility of Supplier.

5.Delivery terms. Delivery as per the “Scope” to be done by Supplier to Client as per CIF Cotonou Benin Incoterms 2020, within Agreed Delivery schedule

Enginerring procurement and construction

The materials for the Supply of ------------------------------------------------------------------------------ per their respective supply BOQ's (Ref Exhibit A) shall be delivered in
assembled or semi knock down condition at Installation Site. Delivery of the materials shall be as per their respective supply BOQ's (Ref Exhibit A) in an undamaged
condition till delivery at Installation Site shall constitute (Delivery) to Client. Title and risk of loss shall pass to the Client when the materials as per BOQ's is delivered FOC
by Supplier.

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 Africa Textile Management Service Limited,
Unit N1202, N1203, N1204B, Level 12,
Emirates Financial Towers,
Dubai International; Financial Centre,
Dubai, United Arab Emirates

ATMS/CON/2022/4500103273

Any damage to the material, found upon delivery at Installation site should be replaced by new material, without waiting for any insurance settlement. Such material
should be imported on priority basis by fastest available mode of transport.

A packing slip indicating each item and item quantity shipped shall accompany every shipment. The packing list shall be attached to the exterior in each shipment in a
conspicuous manner.

All items "not found" shall be noted and the anticipated availability of the items shall be indicated clearly on the packing list. No substitutions shall be made without prior
authorization by Client.

Origin port : Itally

Destination Port : Benin

Incoterm : Costs and freight

6.Insurance :

Supplier will be responsible to arrange Marine Insurance for all the materials and should share the Marine insurance copy along with the shipment documents the
insurance coverage should be 110% of the invoice value with claims payable in United Arab Emirates in the currency of the credit covering, Institute Cargo Clauses (C),
Institute war clauses, Institute strikes clauses and extended cover for the shipment. Extended cover for the shipment Risks, Theft, pilferage, Breakage and non-Delivery.
7.Installation.

The Supplier will provide a team of Supervisor fabricators to complete the “Scope” of work as per their respective supply BOQ's (Ref Exhibit A).

Client will be responsible to provide local transportation facilities to the above team. Scaffolding arrangement will also be provided by Client.

Supplier will be responsible to employ any additional local manpower required to complete the said “Scope” within the committed time schedule at no extra cost.

The Supplier will complete the entire work as per their respective supply BOQ's (Ref Exhibit A) within days of start of Installation works.
Installation Site -Glo Djigbé Industrial Zone (GDIZ) .

8.Testing and Certification.

Upon completion of installation of the Equipment, Supplier shall perform prescribed tests to determine that the “Scope” are in operating in conformance with Supplier's
published performance specifications for the “Scope” and any other requirements agreed to by the parties (hereinafter "Specifications"), a copy of which are attached
hereto and incorporated herein as Exhibit C. When Supplier is satisfied that the “Scope” are operating in conformance with the Specifications, Supplier shall produce,
document and present to Client operational verification data (hereinafter "Commissioning"). In the event the “Scope” any feature or option thereof requires certification
under Federal law, Supplier will complete and file all necessary reports regarding Supplier's manufacture, assembly, installation or other activity relating to the Equipment.

9.Acceptance.

“Acceptance" of the “Scope” shall be deemed to occur on the date when, in the reasonable opinion of Client, the “Scope” conforms to the Specifications, and has
continuously operated in compliance with the Specifications for thirty (30) days after Commissioning. Supplier shall present Client with a Final Certificate of Acceptance
(attached here to as Exhibit F and incorporated herein by reference) immediately prior to the expiration
of the 30th day. Final acceptance occurs when Client executes and returns to Supplier the signed Final Certificate of Acceptance.
One (1) copy of following documents to be provided to Client by Supplier -
a.Operator and service instruction manuals
b.Spare parts catalogues
c.Warranty certificates

Supplier should also provide the above document in digital format. All the documents mentioned here should be furnished in English Language.

9.Warranty.
The warranty provided to Client by Supplier with respect to the “Scope” set forth in Exhibit

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 Africa Textile Management Service Limited,
Unit N1202, N1203, N1204B, Level 12,
Emirates Financial Towers,
Dubai International; Financial Centre,
Dubai, United Arab Emirates

ATMS/CON/2022/4500103273
9.Patents and Copyrights.
Supplier warrants that it owns the Equipment, Software, and Documentation and that it has the rights in the Equipment, Software and Documentation granted hereby.
Supplier further warrants that the Equipment, Software and Documentation shall be delivered free of any rightful claim of any third party for infringement of any patent,
copyright, trade secret, or other intellectual property right. Supplier shall indemnify and hold harmless Client and its subsidiaries or affiliates under its control, and their
trustees, officers, employees and agents, against any and all losses, liabilities, judgments, awards and costs (including legal fees and expenses) arising out of or related
to any claim that Client's use or possession of the Equipment, Software or Documentation pursuant to and for the purposes set forth in this Agreement, or the license
granted hereunder, infringes or violates any patent, copyright, trade secret, or other proprietary right of any third party. Supplier shall defend and settle at its sole expense
all suits or proceedings arising out of the foregoing, provided that Client gives Supplier notice of any such claim of which it learns. No such settlement which prevents
Client from continuing to use the “Scope” and Software as provided herein shall be made without the Client's prior written consent. In all events, Client shall, at its own
cost and expense, have the right to participate in the defense of any such suit or proceeding through counsel of its own choosing. In case the Equipment, Software or
Documentation, or any part thereof, are held to constitute such an infringement and the use for the purpose intended of said “Scope” or Software is enjoined, then
Supplier shall, at Client's option, and at Supplier's expense, either procure for Client the right to continue using same, or replace same with a non-infringing Equipment, or
modify same so it becomes non-infringing, or remove the “Scope” and refund the total purchase price for the Equipment.

10.Indemnification.

A.Supplier shall indemnify and hold Client its trustees, officers, employees, and agents harmless from any loss, lawsuit, liability, damage, cost and expense (including
reasonable attorneys' fees) which may arise out of or result from (i) claims by third persons against Client that the “Scope” have caused damage to property or bodily
injury (including death); or (ii) the acts or omissions of the Supplier, its agents or employees in connection with this Agreement; or (iii) any defects in the “Scope” supplied
by the Supplier; or (iv) any breach or default in the performance of the obligations of Supplier hereunder including any breach of warranty. Supplier's indemnification
obligations hereunder shall not apply to the extent that any claim is caused by the negligence or misconduct of Client.

B.The invalidity, in whole or in part, of any of the foregoing paragraph will not affect the remainder of such paragraph.

11.Default by Supplier. Upon the occurrence of any of the following events, and except as is otherwise provided for in this Agreement, Supplier shall be deemed to be in
default under this Agreement if:

A.The scheduled performance dates, including the Delivery Date and Installation Schedule, shall be exceeded by more than thirty (30) days; or

B.Supplier fails or defaults in the performance of any material obligation or covenant under this Agreement and does not correct or substantially cure such failure, default,
or breach within thirty (30) days from and after Supplier's receipt of written notice from Client of such default or breach; or

C.Any material representation or warranty made by Supplier hereunder is breached and remains uncured from and after thirty (30) days following Supplier's receipt of
written notice from Client of such breach.

If any event of default occurs and is not cured within any applicable period specified above, Client, at its sole option, may employ any remedy then available to it, whether
at law or in equity, including, but not limited to, the following:

A.Proceed by appropriate court action to enforce performance by Supplier of the applicable covenants and obligations of this Agreement and to recover damages for the
breach thereof, and/or to enforce the indemnification set forth in Paragraph 12 hereof; or
B.Terminate this Agreement as to all or any part as Client in its sole discretion may determine; or

C.Pursue any other rights or remedies available to Client under the laws of the International Chamber of Commerce.

12.Default by Client.
Default by Client in payment (except in the case of a bona fide dispute) or performance of any material duty or obligation under this Agreement, shall, at the sole option of
Supplier, if the default is not cured within thirty (30) days from and after Client's receipt of written notice from Supplier of the default, constitute a default of this Agreement.
In such an event, Supplier, at its sole option, may employ any remedy then available to it, whether at law or in equity, including, but not limited, to the following:

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 Africa Textile Management Service Limited,
Unit N1202, N1203, N1204B, Level 12,
Emirates Financial Towers,
Dubai International; Financial Centre,
Dubai, United Arab Emirates

ATMS/CON/2022/4500103273

A.Withhold performance or further performance hereunder until all such defaults have been cured, provided, however, that Supplier shall continue to perform hereunder
in the event of a bona fide payment dispute, which has been communicated to Supplier; or
B.Pursue any other rights and remedies available to Supplier under the laws of France.
10.General.

A.Compliance with Laws:

Supplier shall perform this Agreement in compliance with all applicable French laws, rules, regulations, and ordinances, and represents that it shall have obtained all
licenses and permits required by law to engage in the activities necessary to perform its obligations under this Agreement. Supplier shall comply with all laws and
regulations governing the possession, use, handling, transfer or disposal of hazardous and or radioactive material required in the performance of the Contract.

B.Affirmative Action:

The Supplier agrees to adhere, if and as applicable, to the non-discrimination and affirmative action requirements of race, sex, color, religion, and national origin.

C.Confidentiality: The parties shall hold in strictest confidence any information and material which is related to either Client's or Supplier's business or is designated by
either Client or Supplier as proprietary and confidential, herein or otherwise. Client and Supplier hereby covenant that each shall not disclose such information to any third
party without prior written authorization of the other. Supplier further covenants not to disclose or otherwise make known to any Party nor to issue or release for
publication any articles or advertising or publicity matter relating to this Agreement in which the name of Client or any of its affiliates is mentioned or used, directly or
indirectly, unless prior written consent is granted by Client.

D.Notices: All notices and other communications pertaining to this Agreement shall be in writing. All notices or communications between Client and Supplier pertaining to
this Agreement shall be addressed as follows:

E.Language: All documents provided by Supplier shall be in the English language. Any correspondence with local government authorities and /or concerned stake
holders shall be in French language.
If to Client:
SIPI - BENIN,

Attn: Mr. Létondji BEHETON , llot 612 Parcelle ZA,

Océane Building - Patte d'Oie, Cotonou, Benin.

To Supplier:

COULIBALY PERIGNAMIN ZIE MOUSS

-----------------------------------------------------------------------
-----------------------------------------------------------------------
-----------------------------------------------------------------------.
Either Party may change its notification address by giving written notice to that effect to the other Party in the manner provided herein.

F.Waiver:

Any waiver by either Party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of
any breach of any other provision of this Agreement. The failure of a Party to insist upon strict adherence to any term of this Agreement on one or more occasions shall
neither be considered a waiver nor deprive that Party of any right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver
must be in writing and signed by the Party to be charged therewith.

G.Modifications:

No revision or modification of this Agreement shall be effective unless in writing and executed by authorized representative of both parties.

H.Assignment:

The prior written approval of Client shall be required to allow a delegation or assignment of duty to perform any obligation owed to Client by Supplier, its agents,
employees, Suppliers or affiliates.

I.Severability:

If any portion of this Agreement is held invalid, such invalidity shall not affect the validity of the remaining portions of the Agreement, and the parties will substitute for any
such invalid portion hereof a provision which best approximates the effect and intent of the invalid provision.

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 Africa Textile Management Service Limited,
Unit N1202, N1203, N1204B, Level 12,
Emirates Financial Towers,
Dubai International; Financial Centre,
Dubai, United Arab Emirates

ATMS/CON/2022/4500103273

A.Headings:

The paragraph titles of this Agreement are for conveniences only and shall not define or limit any of the provisions hereof.

B.Entire Agreement:

This Agreement, the documents referenced herein and all Exhibits hereto (Exhibits A through G) are intended as the complete and exclusive statement of the agreement
between Client and Supplier with respect to the subject matter hereof, and supersede all prior agreements and negotiations related thereto.

C.Binding Effect:

The provisions hereof shall be binding upon and shall inure to the benefit of Client and Supplier, their respective successors, and permitted assigns.

D.Parts:
For a twenty-year period from the date hereof, Supplier agrees to make available and sell to Client such parts as to maintain the “Scope” in good working order and to
offer a maintenance program that includes spare parts.
E.Insurance:
Supplier shall carry and at all times maintain in full force and effect, at its sole expense, policies of general liability and product liability insurance. Supplier shall provide at
least thirty (30) days written notice to Client prior to cancellation of any policy.

F.Specification Conflicts:
In the event of any ambiguity or conflict among the provisions of this Agreement and Exhibits hereto, requests for proposals issued by the Client relating to the purchase
of the Equipment, Purchase Orders issued by the Client, the Supplier's proposals, quotes or order acknowledgments, manufacturers' product specifications, and other
documents relating to the Supplier's sale of the “Scope” to the Client, the Supplier shall be required to comply with the most stringent requirement which provides the
highest quality and greatest benefit to the Client, unless otherwise specifically directed by the Client in writing. The terms and conditions of this Contract are intended to
govern the purchase and sale of the Equipment, and any conflicting terms and conditions, or additional terms and conditions, in any Supplier's prepared document shall
not apply

G.Applicable law and Jurisdiction:

This Agreement shall be governed by the French Laws.

H.Amicable Settlement:

Where notice of dissatisfaction has been given by any Party, both Parties shall attempt to settle the dispute amicably.

I.Judicial Settlement:

Any dispute, controversy, or claim between the Parties arising out to the interpretation, execution, the breach, termination, or invalidity thereof, unless settled
amicably under point P, above, within sixty (60) days after receipt by one Party of the other Party's written request for such amicable settlement, shall be submitted
exclusively by either Party to the competent tribunal in France.
J.Force Majeure:
“Force Majeure” means an exceptional event or circumstance:
(a)Which is beyond a Party's control,
(b)Which such Party could not reasonably have provided against before entering into the Contract, (c) which, having arisen, such Party could not reasonably have
avoided or overcome, and
(d) Which is not substantially attributable to the other Party.
Force Majeure may include, but is not limited to, exceptional events or circumstances of the kind listed below, so long as conditions (a) to (d) above are satisfied:
(i)War, hostilities (whether war be declared or not), invasion, act of foreign enemies,
(ii)Rebellion, terrorism, sabotage by persons other than the Supplier's Personnel, revolution, insurrection, Military or usurped power, or civil war,
(iii)Riot, commotion, disorder, strike or lockout by persons other than the Supplier's Personnel,
(iv)munitions of war, explosive materials, ionizing radiation or contamination by radio-activity, except as may be attributable to the Supplier's use of such
munitions, explosives, radiation or radio-activity, and
(v)Natural catastrophes such as earthquake, hurricane, typhoon or volcanic activity.
K.Notice of Force Majeure:
If a Party is or will be prevented from performing its substantial obligations under the Contract by Force Majeure, then it shall give notice to the other Party of the event or
circumstances constituting the Force Majeure and shall specify the obligations, the performance of which is or will be prevented. The notice shall be given within 14 days
after the Party became aware, or should have become aware, of the relevant event or circumstance constituting Force Majeure.

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 Africa Textile Management Service Limited,
Unit N1202, N1203, N1204B, Level 12,
Emirates Financial Towers,
Dubai International; Financial Centre,
Dubai, United Arab Emirates

ATMS/CON/2022/4500103273

The Party shall, having given notice, be excused performance of its obligations for so long as such Force Majeure prevents it from performing them.
Notwithstanding any other provision of this Clause, Force Majeure shall not apply to obligations of either Party to make payments to the other Party under the Contract.
A.Optional Termination, Payment and Release:

If the execution of substantially all the “Scope” in progress is prevented for a continuous period of 45 days by reason of Force Majeure of which notice has been given
[Notice of Force Majeure ], or for multiple periods which total more than 75 days due to the same notified Force Majeure, then either Party may give to the other Party a
notice of termination of the Contract. In this event, the termination shall take effect 7 days after the notice is given.
Employer may terminate this Agreement for convenience by giving 30 Days' notice to Supplier.
Upon such termination, the Employer shall determine the value of the work done and issue a Payment Certificate which shall include:

(a)the Cost of Plant and Materials ordered for the “Scope” which have been delivered to the Supplier, or of which the Supplier is liable to accept delivery: this Plant and
Materials shall become the property of (and be at the risk of) the Employer when paid for by the Employer, and the Supplier shall place the same at the Employer's
disposal;

(b)Other Costs or liabilities which in the circumstances were reasonably and necessarily incurred by the Supplier in the expectation of completing the “Scope”.

B.Corruption: The Supplier & Client represents and warrants that, in connection with the Contract or the business resulting therefrom: (i) it is knowledgeable about Anti-
Corruption Laws (i.e. all anti- corruption/bribery laws including but not limited to the United States Foreign Corrupt Practices Act and the UK Bribery Act as amended from
time to time applicable to this Contract and will comply with all such laws and (ii) neither it nor its Personnel/Related Parties has paid, offered or authorized or will make,
offer or authorize any payment (including facilitation payments), gift, promise or other advantage or inducement to or for the use or benefit of a government official or a
private person.

IN WITNESS WHEREOF SIPI and have signed this agreement as of the day and year first written above, and the person executing this agreement on behalf of each
Party represents and warrants that this agreement has been authorized by all necessary parties, is validly executed by an authorized officer or agent, and is binding upon
and enforceable against the Supplier in accordance with its terms.

WITNESS: SIPI-BENIN SA
By:
Name:
Title:

WITNESS:

By:
Name:
Title:

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 Africa Textile Management Service Limited,
Unit N1202, N1203, N1204B, Level 12,
Emirates Financial Towers,
Dubai International; Financial Centre,
Dubai, United Arab Emirates

ATMS/CON/2022/4500103273

EXHIBIT-A
Bill of Quantity

Note - All amounts are in USD.

See Attached Quotation Ref N-------------------, Dated ---------------------

In the event of any inconsistency between the terms in main body of the Contract and the terms in Exhibit A attached hereto, the terms in main body of the
Contract will govern.

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 Africa Textile Management Service Limited,
Unit N1202, N1203, N1204B, Level 12,
Emirates Financial Towers,
Dubai International; Financial Centre,
Dubai, United Arab Emirates

ATMS/CON/2022/4500103273

EXHIBIT B

Installation Schedule

The material will be ready for delivery as per below schedule -

All off the Equipment - Within Agreed Delivery schedule + Transit time from origin port to destination port. Installation will be completed within from the date of receipt of
last shipment material.

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 Africa Textile Management Service Limited,
Unit N1202, N1203, N1204B, Level 12,
Emirates Financial Towers,
Dubai International; Financial Centre,
Dubai, United Arab Emirates

ATMS/CON/2022/4500103273

EXHIBIT C

Specifications

See Attached Technical Specifications

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 Africa Textile Management Service Limited,
Unit N1202, N1203, N1204B, Level 12,
Emirates Financial Towers,
Dubai International; Financial Centre,
Dubai, United Arab Emirates

ATMS/CON/2022/4500103273

EXHIBIT D

Training

If applicable and necessary, training on the use and operation of the Equipment and related disposables will be provided during on site support at the request of Client.
Training will be conducted on site, and the training, as well as any written materials distributed by Supplier, shall be provided to Client at no additional cost. If training to
be conducted at Supplier's factory or office all expenses such as travel, accommodation, local travel and food to Client's personnel shall be Client's responsibility.

Page 12 of 15
 Africa Textile Management Service Limited,
Unit N1202, N1203, N1204B, Level 12,
Emirates Financial Towers,
Dubai International; Financial Centre,
Dubai, United Arab Emirates

ATMS/CON/2022/4500103273

EXHIBIT E

Equipment Warranty

For Twelve Months (12) Months.

from date of Acceptance (the "Warranty Period"), Supplier warrants that the Equipment provided to Client pursuant to this Agreement shall be free from defects in
material, manufacturing workmanship, and title, and that the Equipment will operate in conformance with the Specifications set forth in Exhibit C and will operate as
described in all marketing and advertising materials provided to Client (the "Warranty"). The Warranty also shall apply to any replacement part or to any Enhancement.

To enable Supplier to properly administer the Warranty, Client shall (i) promptly notify Supplier of any claim hereunder, and (ii) provide Supplier with the opportunity to
inspect and test parts claimed by Client to be defective.

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 Africa Textile Management Service Limited,
Unit N1202, N1203, N1204B, Level 12,
Emirates Financial Towers,
Dubai International; Financial Centre,
Dubai, United Arab Emirates

ATMS/CON/2022/4500103273

EXHIBIT F

FORM OF CERTIFICATE OF ACCEPTANCE

FINAL CERTIFICATE OF ACCEPTANCE FOR PURCHASE OF EQUIPMENT

Dated , 202_

In compliance with the terms, conditions and provisions of the Master Purchase and Sale Agreement/Purchase and Sale Agreement dated 24-May-2022 (the
“Agreement”), by and between the undersigned (the “Client”) and (the “Supplier”), Client hereby:

A.Certifies and warrants that all equipment described in the above-referenced Agreement (the “Equipment”) is delivered, inspected, fully installed and operational as of
the Acceptance Date, as indicated and defined below;

B.Accepts all of the Equipment for all purposes under the Agreement and all attendant documents as of this
day of , 2022 (the “Acceptance Date”).

CLIENT:

By:

Title:

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 Africa Textile Management Service Limited,
Unit N1202, N1203, N1204B, Level 12,
Emirates Financial Towers,
Dubai International; Financial Centre,
Dubai, United Arab Emirates

ATMS/CON/2022/4500103273

EXHIBIT G

LIST OF SPARES & PRICE

Supplier will provide 0% Free of charge essential Spare parts on ( Value 29500 Euro) Model. This list will be made available to Client along with the consignments.

Supplier agreed to provide following documents before acceptance of Equipment.

1.Operators Manual,
2.Spare parts catalogues

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