FEES AND COMMISSION STRUCTURES

Mantle Consulting Group fees and commissions for providing financial advisory services are calculated and payable or paid out as follows:

GOZ shall pay the Financial Advisor a non-refundable, non-deductible engagement commission of US$2,000 within 7 days of signature of this Mandate Agreement.

GOZ shall pay the Financial Advisor a non-refundable, non-deductible milestone

Commission of US$3,500 on completion of the Information Memorandum. The commission shall be paid within 7 days of submission of the invoice.

GOZ shall pay the Financial Advisor a non-refundable, non-deductible milestone commission of US$3,500 on completion of the Valuation Report. The commission shall be paid within 7 days of submission of the Invoice.

After an investor has been secured and funding agreements signed, GOZ shall pay the Financial Advisor a non-refundable, non-deductible milestone commission of [waived] on submission of the Indigenization Application to the National Indigenization and Economic Empowerment Board (if necessary). It is important to note that this cost is typically recovered from the investor.

After an investor has been secured and funding agreements signed, GOZ shall pay the Financial Advisor a non-refundable, non-deductible milestone commission of US$2,500 on submission of the Exchange Control Application to the Reserve Bank of Zimbabwe (if necessary). It is important to note that this cost is typically recovered from the investor.

After an investor has been secured and funding agreements signed, GOZ shall pay the Financial Advisor a non-refundable, non-deductible milestone commission of US$3,500 on submission of an application (or notification) to the Competition and Tariff Commission (if necessary). It is important to note that this cost is typically recovered from the investor.

GOZ will meet its own legal and other professional fees.

On successful closure of the Mandate, GOZ shall pay the Financial Advisor a Success Commission of 1% to 5% (one to five percent) of the Transaction value depending on project scope. The Success Commission shall be paid in the same currency as the funds raised. The Success Commission shall be paid within 7 days of signature of all definitive transaction agreements.

During the period of this Agreement, GOZ shall meet (or reimburse) all reasonable expenses incurred by the Financial Advisor in connection with the Mandate including but not limited to all telephone, printing, publishing, travel, hotel and travel allowance costs. Any such single expenditure exceeding US$ 200 (two hundred United States Dollars) will require the prior written approval of GOZ, which approval shall not be unreasonably withheld.

For the avoidance of doubt, each payment is non-refundable and is paid free and clear of all taxes and other deductions.

In the event that the Transaction is aborted by GOZ as a result of a material breach of this Agreement by GOZ four or more weeks from the date of this Agreement, GOZ agrees to pay $10,000USD. Should GOZ reinstate the project within a six month period a penalty commission equivalent to 1% to 5% percent depending on agreed project scope) of the success commission that the Financial Advisor would have been entitled to had the Transaction been successfully concluded GOZ shall not be required to pay the penalty in terms of this clause if the Agreement is terminated as a result of force majeure.

This Agreement shall be valid for a period of 360 (three hundred and sixty) days from the date of signature but shall automatically renew for another three months should the Mandate still be ongoing. Following that, the terms herein shall be subject to renegotiation should the parties so desire. In which case, the Financial Advisor shall be advised of GOZ’s desire to renegotiate at least a week before the expiration of this Agreement. Should GOZ not advise the Financial Advisor of its desire to renegotiate, the Financial Advisor shall be absolved of any further roles in terms of this Agreement. If the Mandate is terminated, but GOZ eventually raises funding from any of the financiers introduced by the Financial Advisor, then GOZ shall be liable and pay all success fees as stated above.