NON-CIRCUMVENTION AGREEMENT

This Non-Circumvention Agreement (this "Agreement") is made effective as of 18

December 2023 (the "Effective Date"), by Africonnect Investment Corporation (Pty) Ltd.
and between: MacLean Benecibo.

Africonnect Investment Corporation (the "Disclosing Party") of 49 Villa Street,

Clydesdale, Pretoria, South Africa, and
MacLeans Benecibo (the "Recipient"), of Maasai Close, Plot 373 House No.2, Garden
Road, Mikocheni, Dar Es Salaam Tanzania, hereafter called "the Parties."

WHEREAS, Africonnect Investment Corporation has a business opportunity to share

with MacLeans Benecibo and any and all other opportunities relating to or derived from
such opportunity, and
WHEREAS, all parties have protective and actual relationships with clients and others
which hold to be essential to the conduct and profitability of its enterprise, and

WHEREAS, all parties recognize that mutual benefit may be derived when one party is
introduced to or becomes acquainted with a third party identified to it by the other party,
and

WHEREAS, all parties recognize that any such identification or location or introduction
is a trade secret and is the exclusive and sole property of the disclosing party,

WHEREAS, all parties desire to be bound legally as to the requirement for maintaining
the privacy and security of the aforementioned relationships; and

WHEREAS, the Disclosing Party and Recipient have agreed to engage in a potential
business opportunity which involves the following: Sourcing, Mining and sale of Coal
and any other minerals from the republic of South Africa.

Now, therefore, in consideration of the mutual promises and covenants herein contained
and other good and valuable consideration, it is mutually agreed as follows:
I. NON-CIRCUMVENTION

1. NON-CIRCUMVENTION (CONTACTS).
During the term of this Agreement, the Recipient agrees not to contact, initiate contact,
or attempt to do business with, at any time for any purpose, either directly or indirectly,
any officers, directors, shareholders, consultants, attorneys, employees, agents or other
affiliates of the business opportunity, or otherwise referred by the Disclosing Party to the
Recipient for the purpose of circumventing, the result of which shall be to prevent the
Disclosing Party from realizing a profit, fees, or otherwise, without the specific written
approval of the Disclosing Party; such approval will be specifically granted in written
form by the Disclosing Party on a case-by-case basis. If such circumvention shall occur,
the Disclosing Party shall be entitled to any commissions due pursuant to this
Agreement or relating to such transaction.

2. TERM OF AGREEMENT.
The obligations of non-circumvention shall survive for a period of 5 years. Either party
may terminate this Agreement at any time upon written notice to the other party.
Termination shall not affect confidentiality obligations with respect to any confidential
information or business contacts that were obtained prior to the effective date of
termination.

3. COMMISSION OR FEE AGREEMENTS.

In case of breach of this Agreement, the Recipient will pay a monetary penalty that is
equal to the commission or fee the Disclosing Party should have realized in such a
transaction. The fee or commission agreement may vary surrounding each business
transaction that takes place due to this agreement.

II. CONFIDENTIAL INFORMATION

4. TRADE SECRETS.
All information that is exchanged or becomes known through the course of the business
transaction between the Disclosing Party and Recipient shall be deemed trade secrets.
Trade secrets can include, but are not limited to, prepared information packages,
financials, related documents, names of potential acquisitions, intermediaries, contacts
and deal sources; deal structures, and financial considerations. MacLeans Benecibo
and Africonnect Investment Corporation agree to preserve and protect the
confidentiality of such information and shall not disclose this information without written
permission from the other.

5. CONFIDENTIAL INFORMATION.
Africonnect Investment Corporation and MacLeans Benecibo will keep confidential the
names and other personal information of any contracts introduced or disclosed to the
other party, and that their corporations, partnerships, divisions, associates, firm,
employees, contractors, agents, joint ventures, assigns, consultants, or designed will
not contact, participate or negotiate in any transactions with any of the contacts without
first signing a written agreement with the party who provided such contact unless that
party gives prior written consent.

6. UNAUTHORIZED DISCLOSURE OF CONFIDENTIAL INFORMATION -

INJUNCTION.
If it appears that MacLeans Benecibo has disclosed (or has threatened to disclose)
confidential information in violation of this Agreement, Africonnect Investment
Corporation shall be entitled to obtain an injunction to restrain MacLeans Benecibo from
disclosing the confidential information in whole or in part Africonnect Investment
Corporation shall not be prohibited by this provision from pursuing other remedies,
including a claim for losses and damages.

7. APPLICABILITY OF AGREEMENT.
Africonnect Investment Corporation and MacLeans Benecibo both agree that the
provisions of this Agreement extend to the employees, officers, and representatives of
their respective companies/businesses.

8. RETURN OF CONFIDENTIAL INFORMATION.

Upon the written request Africonnect Investment Corporation, MacLeans Benecibo shall
return all written materials containing confidential information. MacLeans Benecibo shall
also deliver to Africonnect Investment Corporation written statements signed by the
Recipient certifying that all materials have been returned within five (5) days of receipt
of the request.

III. MISCELLANEOUS
9. RELATIONSHIP OF PARTIES.
Neither party has an obligation under this Agreement to purchase any service or item
from the other party, or commercially offer any products using or incorporating the
Confidential Information. This Agreement does not create any agency, partnership, or
joint venture.

10. NO WARRANTY.
The Recipient acknowledges and agrees that the confidential information is provided on
an "AS IS" basis. THE DISCLOSING PARTY MAKES NO WARRANTIES, EXPRESS
OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND
HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT
SHALL THE DISCLOSING PARTY BE LIABLE FOR ANY DIRECT, INDIRECT,
SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING
OUT OF THE PERFORMANCE OR USE OF ANY PORTION OF THE CONFIDENTIAL
INFORMATION. The Disclosing Party does not represent or warrant that any product or
business plans disclosed to the Recipient will be marketed or carried out as disclosed,
or at all. Any actions taken by the Recipient in response to the disclosure of the
confidential information shall be solely at the risk of the Recipient.

11. ATTORNEY'S FEES.

In any legal action between the Parties concerning this Agreement, the prevailing party
shall be entitled to recover reasonable attorney's fees and costs.

12. ARBITRATION.
In the event of any dispute, controversy, or claim related to or arising from the terms of
this Agreement, the Parties hereto hereby agree that any such dispute, controversy, or
claim shall be settled by arbitration in accordance with the Commercial Arbitration Rule
of the African Arbitration Association and judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. Said arbitration
shall be conducted in [Insert Location]. Such dispute resolution shall be in accordance
with the applicable substantive laws of [Insert Location]. The prevailing party shall be
entitled to all fees and costs arising, including, but not limited to, attorney's fees and
costs.

13. GENERAL PROVISIONS.

This Agreement sets forth the entire understanding of the Parties regarding
confidentiality. Any amendments must be in writing and signed by both parties. This
Agreement shall be construed under the laws of the state of [Insert Location]. This
Agreement shall not be assignable by either party. Neither party may delegate its duties
under this Agreement without the prior written consent of the other party. The
confidentiality provisions of this Agreement shall remain in full force and effect at all
times after the effective date of this Agreement. If any provision of this Agreement is
held to be invalid, illegal, or unenforceable, the remaining portions of this Agreement
shall remain in full force and effect and construed so as to best effectuate the original
intent and purpose of this Agreement. All of the obligations contained in this agreement
are mutual and reciprocal. This agreement shall be binding on the Parties, their
subsidiaries, agents, brokers, divisions, associates, employees, heirs, affiliated
companies, assigns, or designees.

14. FORCE MAJEURE.

If the performance of this Agreement or any obligation under this Agreement is
prevented, restricted, or interfered with by causes beyond either party's reasonable
control ("Force Majeure"), and if the party unable to carry out its obligations gives the
other party reasonably timely written notice of such event, then the obligations of the
party invoking this provision shall be suspended to the extent necessary by such event.
The term Force Majeure shall include, without limitation, acts of God, fire, explosion,
vandalism, storm or other similar occurrence, orders or acts of military or civil authority,
or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work
stoppages, other labor disputes, or supplier failures. The excused party shall use
reasonable efforts under the circumstances to avoid or remove such causes of non-
performance and shall proceed to perform with reasonable dispatch whenever such
causes are removed or ceased. An act or omission shall be deemed within the
reasonable control of a party if committed, omitted, or caused by such party, or its
employees, officers, agents, or affiliates.

15. SIGNATORIES.
This Agreement shall be executed by [Insert Name of Disclosing Party Signer], on
behalf of [Insert Name of Disclosing Party] and [Insert Name of Receiving Party Signer],
on behalf of [Insert Name of Information Recipient] and delivered in the manner
prescribed by law as of the date first written above.

DISCLOSING PARTY:
By: ___________________________________ Date: __________________
[Insert Name of Disclosing Party Signer]

RECIPIENT:

By: ___________________________________ Date: __________________

[Insert Name of Information Recipient]
[Insert Name of Receiving Party Signer]