DROP TLC MOU, Company Policy & Participation Consent

PREAMBLE

This Memorandum of Understanding, Company Policies, and Participation Agreement ("Agreement") is made pursuant to the provisions of the Companies and Allied Matters Act, 2020 (CAMA 2020) and constitutes a legally binding agreement between DROP TLC (the "Company") and any individual who voluntarily elects to participate in the Company's driver-led platform initiative (the "Participant").

This Agreement governs participation, funding, governance, risk allocation, and limitation of liability.

Acceptance of this Agreement by electronic means shall constitute valid consent and execution under Nigerian law.

1. OBJECTIVES AND LEGAL EFFECT

1.1 The objectives of this Agreement are to:

• Define the legal nature of participation in DROP TLC;
• Establish governance, compliance, and accountability structures;
• Protect the Company, its officers, and governing bodies from personal liability; and
• Ensure compliance with applicable Nigerian corporate and commercial laws.

1.2 This Agreement does not create a partnership, joint venture, employment relationship, or agency arrangement between the Company and any Participant.

2. DEFINITIONS AND INTERPRETATION

Unless the context otherwise requires:

• "Company" means DROP TLC as registered with the CAC.
• "Founder" means the promoter who initiated the incorporation and early development of the Company.
• "Board" or "Board of Directors" means the directors appointed in accordance with CAMA 2020.
• "Management" means officers or administrators appointed by the Board.
• "Participant" means a verified professional driver who voluntarily provides funding support.
• "Contribution" means voluntary financial support provided to the Company.
• "Co-Owner" means a Participant recognized for governance participation purposes only.
• "Platform" means the Company's digital infrastructure, including websites, portals, and applications.

Headings are for convenience only and do not affect interpretation.

3. NATURE OF PARTICIPATION (CAMA COMPLIANCE DISCLOSURE)

3.1 Participation under this Agreement:

• Participation is supportive, not an investment under Nigerian securities law.
• Does not involve issuance of public shares unless expressly approved by the Board and CAC;
• Contributions may support platform growth and driver community recognition.
• Benefits may arise from platform adoption, usage, and collective participation.
• Loss of contributions is a possible commercial risk, but contributors gain founding driver status and governance rights.

3.2 Contributions are applied strictly toward the Company's operational objectives.

3.3 Participants expressly acknowledge that:

• The Company operates in a competitive and regulated environment; and
• Loss of contributions is a possible commercial risk.

4. CORPORATE VALUES AND OPERATING PRINCIPLES

The Company shall operate in accordance with:

• Transparency and accountability;
• Driver inclusion and empowerment;
• Sustainable business practices;
• Democratic participation through approved governance mechanisms;
• Compliance with CAMA 2020 and applicable regulations.

5. CONTRIBUTIONS AND FINANCIAL TREATMENT

5.1 Contributions are voluntary and accepted only from verified drivers.

5.2 Contributions shall be applied toward:

• Software and platform development;
• Infrastructure and cybersecurity;
• Regulatory, compliance, and professional fees;
• Operational and administrative expenses.

5.3 Contributions shall not be refundable, except where mandated by law.

5.4 No Participant shall be entitled to interest, repayment, or guaranteed returns.

6. CO-OWNERSHIP AND PARTICIPATORY RIGHTS

6.1 Recognition as a Co-Owner confers participatory rights only, including:

• Participation in governance voting where applicable;
• Access to periodic transparency disclosures.

6.2 Co-Ownership:

• Does not constitute shareholding unless formally issued under CAMA;
• Does not grant authority to bind the Company;
• Does not confer employment or management rights.

7. GOVERNANCE STRUCTURE (CAMA-ALIGNED)

7.1 The affairs of the Company shall be managed by:

• The Board of Directors, in accordance with Section 271 of CAMA 2020;
• Management appointed by the Board.

7.2 The Board owes fiduciary duties to the Company, including:

• Duty of care;
• Duty of loyalty;
• Duty to act in the best interest of the Company as a whole.

7.3 Governance voting mechanisms may be implemented subject to Board approval.

8. FOUNDER ROLE AND LIMITATION OF LIABILITY

8.1 The Founder provides strategic direction and early-stage leadership.

8.2 The Founder shall not be personally liable for:

• Business losses;
• Operational delays;
• Platform or market failure;
• Acts or omissions of third-party contractors.

8.3 Personal liability shall arise only in cases of fraud or willful misconduct proven in a court of competent jurisdiction.

9. BOARD OF DIRECTORS' PROTECTION

9.1 Directors acting honestly and in good faith shall be protected from personal liability pursuant to CAMA 2020.

9.2 Directors shall not be liable for:

• Decisions taken collectively by the Board;
• Commercial risks inherent in the business.

9.3 Liability shall attach only in cases of:

• Criminal conduct;
• Proven fraud;
• Gross negligence as defined under Nigerian law.

10. MANAGEMENT AUTHORITY AND ACCOUNTABILITY

10.1 Management shall execute Board-approved policies and strategies.

10.2 Actions taken:

• Within delegated authority; and
• In good faith

shall not attract personal liability.

10.3 Abuse of authority constitutes grounds for removal or disciplinary action.

11. PLATFORM DEVELOPMENT DISCLOSURE

11.1 Participants acknowledge that the Platform:

• Is under development;
• May undergo changes;
• May experience delays.

11.2 No warranty is made regarding launch timelines or performance outcomes.

12. COMMISSIONS, FEES, AND BENEFITS

12.1 All fees and commissions shall be:

• Transparent;
• Approved by governance processes;
• Subject to periodic review.

12.2 Benefits, if any, are conditional and performance-based.

13. DATA PROTECTION AND CONFIDENTIALITY

13.1 The Company shall implement reasonable safeguards in line with Nigerian data protection regulations.

13.2 Participants consent to lawful data processing.

13.3 The Company shall not be liable for cyber incidents beyond reasonable control.

14. CODE OF CONDUCT

Participants shall:

• Act honestly and responsibly;
• Refrain from misinformation or disruption;
• Respect Company governance structures.

Violations may result in suspension or termination.

15. OFFICIAL COMMUNICATIONS

Only communications issued through:

• The Company website;
• Verified electronic channels;

shall be deemed official.

16. LIMITATION OF LIABILITY

To the maximum extent permitted by law:

• The Company, its Founder, Directors, and Management shall not be liable for indirect or consequential losses.
• Participation is entirely at the Participant's own risk.

17. INDEMNITY

Participants agree to indemnify and hold harmless the Company against claims arising from:

• Breach of this Agreement;
• Misuse of the Platform;
• False representations.

18. TERMINATION

18.1 Participation may be terminated for misconduct, breach, or regulatory necessity.

18.2 Termination shall not entitle the Participant to any refund.

19. AMENDMENTS

This Agreement may be amended by:

• Board resolution; and/or
• Approved governance mechanisms.

Notice shall be provided via official channels.

20. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the Federal Republic of Nigeria.

Disputes shall be resolved amicably or, failing that, by mediation seated in Nigeria.

21. ACCEPTANCE

Electronic acceptance constitutes valid execution and binding consent under Nigerian law.