Terms & Conditions of Subscription

Acceptance of Terms

Upon executing any subscription document in relation to Palmgroove project, the Subscriber confirms that they have read, understood, and agreed to be bound by these Terms and Conditions in their entirety.

• Subscription shall only be deemed valid upon formal acceptance by Kosemani Real Estate Investment Limited.
• These Terms shall be binding on the Subscriber and their successors-in-title.

Definition

For clarity and transparency, the following terms apply:

Kosemani: The developer, coordinator, and service provider responsible for the planning, development, and management of the plantation project.

Customer: A purchaser who acquires contractual rights to a defined Farm Unit or produce-linked output. The Customer is not a shareholder, partner, or member of Kosemani.

Farm Unit: A clearly defined agricultural production unit allocated for tracking, management, and output purposes. Ownership does not confer shares, equity, or governance rights in Kosemani.

Management Services: Optional professional services provided by Kosemani for farm operations and coordination.

Nature of Transaction

The transaction constitutes the outright purchase of land. The following characterizations apply:

Title & Encumbrance

The Company represents that, to the best of its knowledge and as at the date of subscription:

• The land is free from government acquisition or revocation.
• The land is free from adverse third-party claims.
• There are no material encumbrances affecting good title.
• The land is registered under a Certificate of Occupancy.

Allocation & Farm Structure

The Company shall provide a general estate layout for planning and operational purposes. The following shall apply to the use and designation of the land:

• The land is designated for oil palm cultivation for a period of thirty (30) years, subject to applicable laws and estate guidelines.
• The estate layout provided is for general guidance and may be adjusted to reflect operational requirements.
• The Subscriber shall not convert or repurpose the land for non-agricultural use within this period without the prior written consent of the Company and relevant authorities.

Variation of Terms

The Company reserves the right to amend these Terms where reasonably necessary to reflect operational, legal, or regulatory developments. The following safeguards apply:

• Subscribers shall be notified of any material changes to these Terms.
• Continued engagement with the platform following notification shall constitute acceptance of the updated Terms.

Limitation of Liability

The Company shall not be liable for any of the following:

• Agricultural performance outcomes or crop yield levels.
• Market price fluctuations affecting the value of palm produce.
• Events beyond the Company's reasonable control, including but not limited to natural disasters, government actions, and force majeure events.

Transfer and Resale

The subscriber may transfer or resale subject to:

• Written notification.
• Applicable administrative fees.

Expenses

The following constitute allowable deductions from gross proceeds prior to the determination of net profit:

• Farm operational costs.
• Maintenance expenses.
• Logistics and administrative costs.
• Processing and handling fees.
• Any other operational expenditures reasonably and necessarily incurred by the Company in the ordinary course of farm operations.

Ranch Terms

• Subscribers of Palm Grove Estate Phase 5 shall be entitled to one (1) calf as a promotional benefit attached to their subscription.
• The calf shall be assigned and identified in the Subscriber's name for record and identification purposes.
• The Company shall rear and manage the calf for a period of three (3) years from the date of allocation, during which the Company shall oversee its feeding, care, and general management.
• The Subscriber shall become entitled to the cow at the end of the three (3) year period.
• Where the Subscriber requests for the cow in the second year, the Company sells the cow and the proceeds from the sale shall be shared as follows:
  • Kosemani: 40%
  • Subscriber: 60%
• The Subscriber acknowledges that the calf is provided as a promotional benefit/gift and not as a separately purchased asset.
• In the event that the cow dies due to natural causes, disease, or unforeseen circumstances, the Company shall not be under any obligation to replace the cow or compensate the Subscriber.
• However, the Company shall ensure proper care and management of the cow throughout the rearing period and, where any loss occurs, the Subscriber shall be notified and provided with a report and supporting evidence where applicable.

Estimated Tree Count

Subject to Agronomic spacing and technical layout, 40 - 60 trees per Acre depending on spacing.

Intercropping Rights

• The Company reserves the right to undertake intercropping activities on the farm for operational efficiency such as weed control and soil nutrient replenishment.
• Where a Subscriber wishes to carry out intercropping personally, such Subscriber shall:
  • Submit a formal written request to the Company; and
  • Comply with all estate guidelines and operational conditions as may be prescribed by the Company.
• Approval for intercropping shall be at the Company's discretion and subject to conditions.

Management & Estate Control

KOSEMANI Limited shall act as developer and estate manager of the Palm grove project. The following governance principles apply:

• The Company may engage qualified third parties to provide operational support on the estate.
• All estate infrastructure and shared facilities remain the property of the Company.
• Estate-wide policies and guidelines shall apply to all Subscribers to ensure uniformity and sustainability across the estate.

Farm Management (Optional)

The Company shall manage the oil palm plantation on behalf of the Subscriber for an initial period of three (3) years from the date of planting. Upon expiration of this initial period, the Subscriber may:

• Take over management of their farmland; or
• Opt to retain the Company under a separate Farm Management Agreement.

Optional Farm Management Services

Where Subscribers engage the Company for optional farm management services, the following terms govern this arrangement:

• Such arrangement shall be governed by a separate Farm Management Agreement executed between the parties.
• Any income derived from farm management activities shall depend entirely on actual agricultural performance and shall not be guaranteed.
• The optional farm management arrangement is operational and service-based, and does not constitute an investment contract or profit sharing.
• The subscriber entitlement are strictly contractual and asset-based.

Termination & Refund Policy

The following policy applies in the event of termination of subscription:

Termination by the Subscriber

• The Company shall apply a reasonable administrative and transactional deduction, not exceeding 45% of total sums paid, to cover costs already incurred.
• Any applicable refund shall be processed within a reasonable timeframe following formal written notification of termination.

Termination Arising from Company Breach

• Where termination arises from a material breach by the Company, the Subscriber shall be entitled to a full refund of the amount paid.

Security

• Best Agronomy practices.
• Governance and Compliance.
• Structure Proper Land Documentation.
• Future Risk Mitigation Strategy.
• Insurance Cover (For SPV plan).

Client Information & Communication

The Subscriber shall provide accurate, complete, and up-to-date contact information, including a valid phone number and email address. The following shall apply:

• The Company shall rely on such details for all official communication.
• The Subscriber is responsible for notifying the Company of any changes to contact details.
• The Company shall not be liable for failure of communication arising from inaccurate or outdated information supplied by the Subscriber.

Third-Party Representation

The Company shall recognize only the registered Subscriber in all matters relating to the property. Where a Subscriber wishes to appoint a third-party representative, the following conditions apply:

• Such authorization must be in writing.
• The written authorization must be communicated through the Company's official channels.
• No third party shall be recognized in the absence of such written authorization.

Payment Terms

All payments shall be made exclusively to the designated bank accounts of KOSEMANI REAL ESTATE INVESTMENT LTD. The following rules apply strictly:

Payment Plan

Where a payment plan has been approved by the Company, the following terms shall govern:

• Payments may be structured over 3, 6, or 12 and 24 months as agreed.
• The Subscriber shall comply strictly with all agreed payment timelines.
• Default beyond agreed timelines may, at the Company's discretion, attract penalties, suspension of benefits, or termination of the subscription.

Statutory Charges & Documentation

Statutory fees are separate from the land purchase price and shall be governed as follows:

• All statutory fees shall be payable within six (6) months of completing payment.
• Allocation and the documentation shall only be processed upon full payment of both the land purchase price and applicable statutory charges.
• Failure to pay statutory charges within the stipulated period may constitute a material breach of these Terms.

Operating Model

Upon completion of full payment, each landowner shall automatically become a Member of the Palm grove Tribe, which operates as a cooperative framework anchored on member ownership and community-led participation. Under this structure, all landowners collectively retain an interest in and influence over the Project in accordance with the governing cooperative framework.

The rights, duties, and obligations of Palm grove Tribe Members shall be expressly defined and regulated by the applicable Cooperative Bylaws, which shall govern participation, responsibilities, and entitlements within the Project. Governance is decentralized, with decision-making authority distributed among members rather than concentrated in a centralized body, thereby ensuring Landowners participation in key decisions affecting the Project's direction, development, and sustainability.

The model further provides for collective governance representation, with decisions taken through established democratic mechanisms, including voting or consensus procedures as may be agreed from time to time. Transparency and accountability are core principles of the structure, and all material information, policies, and operational updates shall be communicated to members on a continuous basis.

Accordingly, members shall not operate as passive investors but as active participants in the governance and progression of the Project, thereby promoting engagement, accountability, and shared responsibility for its overall success.

Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. All rights and obligations here under shall be interpreted in line with applicable Nigerian legislation.

Dispute Resolution

Any dispute arising out of or in connection with these Terms shall be resolved through the following tiered process:

1. Amicable Resolution — The parties shall first attempt to resolve any dispute through good-faith negotiation within thirty (30) days of written notice.
2. Mediation — If unresolved, the dispute shall be referred to mediation under applicable Nigerian law.
3. Arbitration — If mediation fails, the dispute shall be referred to binding arbitration in accordance with applicable Nigerian arbitration law.

Nothing in this clause shall preclude either party from seeking interim or injunctive relief from a court of competent jurisdiction where necessary to preserve rights pending resolution.