ADDENDUM TO THE FACILITY AGREEMENT

BETWEEN

FLUNA INC

AND

CARDINAL TORCH COMPANY LIMITED

1
Doc ID: f8c1f6245bf2bb2c4906662745b91b50739e1250
THIS ADDENDUM dated 28 November 2022 is made further to the Facility Agreement dated 24 June
2022.
BETWEEN:
FLUNA INC, a private limited by shares duly incorporated under the laws of the Commonwealth of
Delaware, USA, with registration number EIN 87-1379403 and its place of business at 256 Chapman
Rd STE 105-4 New Castle, DE 19702 United States of America (hereinafter referred to as “Lender”
which expression shall where the context so admits, include its successors-in-title, duly appointed
representatives and assigns) of the first part;

AND

CARDINAL TORCH COMPANY LIMITED, a private company limited by shares duly incorporated under
the laws of the Federal Republic of Nigeria with registration number RC 1664413 and its place of
business at 14 Muri Okunola Street, Victoria Island, Lagos State, Nigeria (hereinafter referred to as
“Borrower” which expression shall where the context so admits, include its successors-in-title, duly
appointed representatives and assigns) of the second part.

The Lender and the Borrower are individually referred to as “the Party” and jointly as “Parties.

WHEREAS:

A. Pursuant to the Facility Agreement dated 24th June 2022 (the “Facility Agreement’’), the
Lender advanced a facility in the aggregate sum of $150,000 (One Hundred and Fifty Thousand
United States Dollars) (the “Facility’’) to the Borrower as pre shipment financing for the
Borrower’s export of cocoa and cashew (the “Purpose’’).

B. Under Clause 4 of the Facility Agreement, the Facility was expressed to be for a Tenor of 3
(three) months commencing from the Disbursement Date.

C. However, the Parties have agreed to amend the terms of the Facility Agreement as set out in
Clause 4 below to create a valid rollover and renewal of the Facility by extending the Tenor of
the Facility for three (3) months commencing on the Effective Date (as defined below).

D. The Parties have therefore agreed to execute this Addendum to govern their relationship
together with the terms outlined in this agreement (the “Addendum”).

IT IS AGREED as follows:

1. INCORPORATION OF TERMS

Words and expressions defined in the Facility Agreement shall unless the context otherwise
requires, have the same meaning where used in this Addendum. PROVIDED that in the event
of a conflict between the meanings of any term as defined in the Facility Agreement and this
Addendum, the definition in this Addendum shall prevail.

2. CONSTRUCTION

2.1 The provisions of Clause 1.2 (Construction) of the Facility Agreement shall apply with necessary
changes having been considered to the interpretation and construction of this Addendum.

2
Doc ID: f8c1f6245bf2bb2c4906662745b91b50739e1250
2.2 Where any provision contained in this Addendum presents a conflict with any provision
contained in the Facility Agreement, the provisions of this Addendum shall prevail, and the
provisions of the Facility Agreement shall be deemed to have been modified accordingly.

2.3 Nothing in this Addendum shall be construed as terminating the Facility Agreement or
expunging any provision or clause in the Facility Agreement except to the extent so expressed
in this Addendum.

3. EFFECTIVE DATE

This Addendum shall come into effect on 1 October 2022 (the “Effective Date”).

4. AMENDMENTS TO THE FACILITY AGREEMENT

4.1 The Parties expressly agree that the Lender by its execution of this Addendum extends the Tenor
of the Facility under Clause 4.1 of the Facility Agreement for three (3) months (the “Additional
Tenor’’) commencing from the Effective Date of this Addendum.

4.2 The Disbursement Date shall be 1 October 2022

4.3 By Clause 6.2 of the Facility Agreement, the Borrower is required to pay the Interest Monthly.
However, the Parties agree that the Facility and Interest shall mature and be due and payable
together, on the eve of the last day of the third (3rd) month anniversary of the Disbursement
Date (the “Maturity Date”).

5. MISCELLANEOUS

5.1 Except as expressly provided in Clause 4, this Addendum does not vary, alter or supplement the
Facility Agreement.

5.2 Save and except for the amendments in Clause 4, all the terms and conditions in the Facility
Agreement shall continue to remain in force.

3
Doc ID: f8c1f6245bf2bb2c4906662745b91b50739e1250
IN WITNESS THEREOF, the Parties have caused this Addendum to be executed in the manner below,
the day and year first above written.

EXECUTED BY the within-named FLUNA INC:

_______________________ _______________________
Name: Miguel Sousa Dias Name: Olatomiwa Igun
Designation: Director Designation: Director
Date: 12 / 06 / 2022 Date: 11 / 29 / 2022

EXECUTED BY the within named CARDINAL TORCH COMPANY LIMITED:

_______________________ _______________________
Name: Name:
David Olurin
Designation: Director Designation: Director
Date: 12 / 07 / 2022 Date:

4
Doc ID: f8c1f6245bf2bb2c4906662745b91b50739e1250
 Audit trail

TITLE
Cardinal Torch Company Limited - First Addendum to the...
FILE NAME
Cardinal Torch Co...t ($150,000).docx
DOCUMENT ID
f8c1f6245bf2bb2c4906662745b91b50739e1250
AUDIT TRAIL DATE FORMAT
MM / DD / YYYY
STATUS
Pending signature

11 / 28 / 2022 Sent for signature to David Olurin ([email protected]),

10:35:48 UTC Abimbola Olurin ([email protected]), Miguel Sousa
Dias ([email protected]) and Olatomiwa Igun ([email protected])
from [email protected]
IP: 197.210.79.183

11 / 28 / 2022 Viewed by Abimbola Olurin ([email protected])

11:01:41 UTC IP: 2.216.251.114

11 / 29 / 2022 Viewed by Olatomiwa Igun ([email protected])

06:25:12 UTC IP: 73.206.250.32

11 / 29 / 2022 Signed by Olatomiwa Igun ([email protected])

06:26:30 UTC IP: 73.206.250.32

12 / 06 / 2022 Viewed by Miguel Sousa Dias ([email protected])

12:40:59 UTC IP: 129.56.32.166
 Audit trail

TITLE
Cardinal Torch Company Limited - First Addendum to the...
FILE NAME
Cardinal Torch Co...t ($150,000).docx
DOCUMENT ID
f8c1f6245bf2bb2c4906662745b91b50739e1250
AUDIT TRAIL DATE FORMAT
MM / DD / YYYY
STATUS
Pending signature

12 / 06 / 2022 Signed by Miguel Sousa Dias ([email protected])

12:41:15 UTC IP: 129.56.32.166

12 / 07 / 2022 Viewed by David Olurin ([email protected])

16:07:01 UTC IP: 41.184.172.179

12 / 07 / 2022 Signed by David Olurin ([email protected])

16:09:44 UTC IP: 41.184.172.179

12 / 07 / 2022 This document has not been fully executed by all signers.
16:09:44 UTC