Makumo, Lunsar, Sierra Leone

25 April 2014

Sierra Land Development Ltd.

Land

The Government of the Republic of Sierra Leone acting by each of the Ministries of Agriculture, Forestry and Food Security, Finance and Economic Development, Trade and Industry

Memorandum of Understanding

The environmental license for the project will be granted to Sierra Land Development, subject to conditions only which are typical for an environmental license, no later than 4 weeks after the application is lodged unless: (a) it is withheld for one or more lawful reasons which are objectively reasonable under the relevant laws of the Republic of Sierra Leone; or (b) Sierra Land Development's environmental management plan (including ESIA) is not being implemented to a material extent and any of these reasons have been communicated to Sierra Land Development in written form by the appropriate body

Sierra Land Development agrees that it will comply with national standards in relation to environmental protection and health and safety as required for the type of activities carried out under the project and/or by Sierra Land Development in general. If Sierra Leone Development fails to abide by any terms of any permit or authorization and there is a significant risk to life or the environment, the government shall be entitled to suspend the relevant permit or authorization for the minimum period of time which could be anticipated as being reasonably necessary for an organization which is competent, experienced and efficient to prevent such risk occurring.

The government agrees to enter into a water rights agreement with Sierra Land Development. Water shall be charged at 3 Leone per cubic meter of water extracted from rivers and other water courses. There shall be no restriction in the volume of water extracted by Sierra Land Development from rivers, other water courses, wells and boreholes.

All plants, equipments and machinery shall be imported free of any duty and taxes (except for ECOWAS levy currently at 0.5% of CIF value) for any 5 years selected by the tax payer. Importation of all agricultural inputs shall not be subject to import duty for a period of 5 years from the date of commencement of business. Agricultural inputs include fertilizers, pesticides, insecticides, seeds and seedlings, hybrid tree seeds, day-old-chicks and animal semen. Importation of feeds, vaccine and veterinary drugs for livestock and poultry shall attract import duty free concessions for a period of 5 years from the date of commencement of business.

Sierra Land Development shall establish a Sierra Land Development Foundation when the first profits are realized, donated annually 5% of the after tax profits. The funds will be applied to promote corporate social responsibilities. These would include, but are not limited to: (a) social infrastructure: construction/rehabilitation of educational, health, water and sanitation, recreational facilities, etc.; and (b) employment opportunities: management, middle cadre and junior staff levels.

The government recognizes a readiness to grant investment incentives in the form of tax holidays and exemption of duties to Sierra Land Development in connection with the project. The chargeable business income of agricultural activities shall be exempt from corporation tax for a period of 10 years. This includes all activities such as rice farming, tree crop farming such as cocoa, coffee, rubber, and palm oil etc. from the date of commencement of such activity. 50% of dividend paid during the qualifying period will be exempt from withholding and other taxes. 5% of total income derived from export sales will be exempt from corporation tax after the qualifying period. All fixed assets shall be subject to capital allowance up to 40% as provided for in the Income Tax Act 2000 (as amended). An additional 5% investment allowance will be given on the procurement of any new qualifying asset and investment in each year of assessment. The following allowable deductions shall be granted in respect of the following expenses in any year of assessment: (a) training expenses and local staff - 100%; (b) social and development expenses - 100%; (c) expenses on promoting exports - 100%; and (d) expenses incurred in engaging disable persons including salaries - 200%

Income earned from a source in Sierra Leone by foreign nationals is subject to tax at the rate of 25%

Sierra Land Development will recruit, besides one technical director, Sierra Leonean staff only and provide relevant training

Sierra Land Development agrees to permit tendering by local suppliers of relevant ancillary services, such as transportation, input suppliers, warehousing, engineering and shipping, from time to time on such terms and conditions as Sierra Land Development shall reasonably specify

The government supports the development of small farmer production and nucleus/outgrower schemes

The environmental license for the project will be granted to Sierra Land Development, subject to conditions only which are typical for an environmental license, no later than 4 weeks after the application is lodged unless: (a) it is withheld for one or more lawful reasons which are objectively reasonable under the relevant laws of the Republic of Sierra Leone; or (b) Sierra Land Development's environmental management plan (including ESIA) is not being implemented to a material extent and any of these reasons have been communicated to Sierra Land Development in written form by the appropriate body

Sierra Land Development will make the obtained knowledge and experience available as contribution to the food security position of Sierra Leone. Sierra Land Development is located in Makomp (Lunsar) with access to the educational, resource centre for this purpose and for training purposes.

Sierra Land Development agrees to meet all project-related infrastructure capital costs anticipated in the business plan, including but not limited to land clearance, earth moving, road construction and improvement, installation of processing plants and irrigation network and systems, factory installation and fit-out and related civil works, residential and social infrastructures

The government confirms that Sierra Land Development will be granted all the required permits and other authorizations in connection with the project and its funding provided that Sierra Land Development complies with all published requirements of the Laws of the Republic of Sierra Leone in relation to such permits or authorizations, the details of which are generally available to the public in Sierra Leone

All disputes shall be referred to and finally resolved by arbitration in London before three arbitrators under the Rules of Arbitration of the International Chamber of Commerce from time to time in force. Sierra Land Development and the government shall each nominate an arbitrator in the request for arbitration or answer as the case may be not later than 14 days after service of a written request by either party to do so. Sierra Land Development and the government must then seek to agree on and nominate a third arbitrator to act as chairman within 14 days after confirmation of the second arbitrator's appointment. Failing agreement between Sierra Land Development and the government, the two arbitrators already appointed must within 14 days nominate the third arbitrator. If Sierra Land Development or the government fail to nominate an arbitrator or the two arbitrators already appointed fail to nominate the chairman, the appointments shall be made by the ICC Court of Arbitration. Sierra Land Development and the government may not appeal to any court on a question of law arising out of an award in the arbitration. Sierra Land Development and the government irrevocably waive any rights of appeal they might otherwise have had. The award shall be final and binding on Sierra Land Development and the government or anyone claiming through or under them.

If the government is in breach of the contract, such breach shall not be grounds for suspending or terminating the contract, or any obligation or provision binding on Sierra Land Development under the contract. If Sierra Leone Development fails to abide by any terms of any permit or authorization and there is a significant risk to life or the environment, the government shall be entitled to suspend the relevant permit or authorization for the minimum period of time which could be anticipated as being reasonably necessary for an organization which is competent, experienced and efficient to prevent such risk occurring.

The government agrees that it will not, nor attempt to, nationalize, expropriate or confiscate all or any part of the assets or rights of Sierra Land Development, its subcontractor or other respective contractors or any other party to the documents relevant to the development, operation and funding of the project of the share capital of Sierra Land Development other than on the basis of full compensation (including loss of profit) to the affected parties, including an amount not less than that required to repay all principles, interest, fees, costs and expenses amounts outstanding to the funders under or pursuant to the funding documents

The contract is governed and shall be construed in accordance with the laws of the Republic of Sierra Leone and is intended to be legally binding on Sierra LeoneDevelopment and the government

The government: (a) acknowledges that the execution, performance and delivery by Sierra Land Development or the government of this contract shall constitute a private commercial transaction entered into entirely in Sierra Land Development's, or the government's, commercial capacity; (b) agrees that should any other party bring legal proceedings against it or its assets in relation to this contract, no immunity from such legal proceedings shall be claimed by or on behalf of itself other than in respect of government buildings located in Sierra Leone or buildings forming part of a diplomatic or consular mission except to the extent necessary to effect service of legal process). Those shareholders, affiliates and others referred to in the appendix as having the benefit of a right, entitlement, discretion or the benefit of an obligation by the government shall have direct benefit of such right, entitlement or, as the case may be, discretion and to enforce such obligation under the contract.

If any change of law in Sierra Leone has a material adverse effect on the ability of Sierra Land Development or its contractors, sub-contractors, shareholders or funders to perform their respective obligations relevant to the development, operation or funding of the project or the cost of, or return from, so doing, the government undertakes, after taking into account the benefits of the change in law, to grant to the project and the above actors any exemption or license or other authorization necessary or desirable to ensure that their interests, rights, obligations and economic return are not materially adversely affected. Any disputes regarding whether a change in law has such a material adverse effect shall be referred to arbitration.