This Employment Contract ("Agreement") is entered into between Edukrest Limited (hereinafter referred to as "the Company") and the Key Staff members identified herein (individually referred to as "the Employee" and collectively as "Key Staff").

Edukrest Limited is an AI-powered edtech company dedicated to transforming education access across Africa through technology-driven learning solutions. This Agreement formalises the employment relationship between the Company and its core founding and operational team, establishing a clear, professional framework that underpins the Company's governance, culture, and long-term growth strategy.

This Agreement reflects the professional and mutual commitment between the Company and its founding team, and shall be binding subject to the conditions set out herein.

This Agreement is entered into between Edukrest Limited and the following Key Staff members, each of whom is both a founding team member and a key operational employee of the Company:

Each Key Staff member is appointed to the functional role specified in Section 2 and shall assume full responsibility for the activities, deliverables, and strategic outputs associated with that role. The specific responsibilities include, but are not limited to:

All Key Staff are expected to make active contributions, provide strategic input, and execute duties that are directly aligned with the Company's growth objectives. As the Company evolves, roles may be adapted, expanded, or refined in consultation with the relevant staff member and with appropriate notice.

All Key Staff positions under this Agreement are designated as full-time employment. Each staff member is expected to commit their primary professional capacity to Edukrest Limited and to prioritise the Company's operational and strategic needs.

Compensation for Key Staff members shall reflect the Company's current financial stage and shall be structured equitably to sustain operations whilst adequately rewarding contribution. Compensation may take the following forms:

• Base Salary: A fixed monthly salary, the amount and commencement of which shall be determined based on the Company's financial position at the time of formalisation.
• Deferred Salary: During the Company's early-stage phase, all or part of the salary may be structured as deferred compensation, to be paid once the Company reaches defined revenue or funding milestones.
• Equity Participation: As co-founders and/or ESOP beneficiaries, Key Staff are eligible to participate in the Company's equity incentive programme, subject to the terms of the ESOP policy document.

The Company reserves the right to review and adjust compensation at each annual review cycle or at a funding milestone, with reasonable notice provided to the relevant staff member.

All Key Staff members shall serve a probationary period of three (3) months commencing from their official start date. During this period, both the Company and the employee have the opportunity to assess role fit, performance alignment, and cultural compatibility.

Either party may terminate the employment relationship during the probationary period with a reduced notice period, as agreed. Probationary evaluation will focus on performance quality, role execution, and alignment with company values.

The scope of this intellectual property assignment includes, without limitation, the following categories:

• Software code, codebases, scripts, and algorithms
• Artificial intelligence and machine learning models, datasets, and training pipelines
• Product designs, user interfaces, and visual assets
• Educational content, curricula, and learning materials
• Technical documentation, architecture plans, and specifications
• Business methodologies, processes, and frameworks

This assignment is irrevocable and survives the termination of employment. Each employee agrees to execute any further documentation reasonably required by the Company to evidence or perfect this assignment of rights.

Each Key Staff member acknowledges that, in the course of their employment, they will have access to proprietary and commercially sensitive information. Each employee undertakes to hold all such information in strict confidence and to use it solely for the purposes of performing their duties.

Confidential information includes, but is not limited to:

In recognition of their privileged access to the Company's confidential information, intellectual property, and strategic assets, each Key Staff member agrees to the following restrictions:

These restrictions are considered reasonable given the early-stage nature of the Company and the strategic sensitivity of the Key Staff roles. They shall be enforceable to the fullest extent permitted by applicable law.

Key Staff members are expected to maintain a high standard of professional performance and to make consistent, measurable contributions to the Company's growth. The following performance principles apply to all Key Staff:

• Deliver measurable outputs aligned with agreed objectives and quarterly milestones
• Contribute meaningfully to the Company's product, revenue, operational, and strategic goals
• Act at all times in the best interest of Edukrest Limited and its stakeholders
• Participate actively in periodic performance reviews as required by the Company
• Maintain professional standards consistent with the Company's values and public reputation

Either the Company or the employee may terminate this Agreement by providing a minimum of one (1) month's written notice to the other party. During the notice period, the employee is expected to fulfil their duties and support an orderly handover of responsibilities.

Summary dismissal without notice may be exercised solely in the circumstances of immediate termination listed above, subject to the Company's right to conduct a fair internal review.

Upon the termination of employment, for any reason, each Key Staff member shall comply with the following obligations without delay:

• Return all Company property, including devices, access credentials, documents, and any materials containing confidential information
• Permanently delete any confidential Company data held on personal devices or accounts
• Maintain the confidentiality obligations set out in Section 8 in perpetuity
• Honour the non-compete and non-solicitation terms set out in Section 9 for the defined post-exit period
• Cooperate reasonably with the Company in transitioning ongoing responsibilities to successors

Edukrest Limited operates under a collaborative founding governance model. The following principles apply to all major decisions affecting the Company's direction, personnel, and strategy:

This governance structure ensures accountability, protects all stakeholders, and supports a balanced and well-governed organisation suited to the expectations of investors and partners.

This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any disputes arising from or in connection with this Agreement that cannot be resolved amicably shall be referred to the appropriate courts or arbitration mechanisms within the applicable Nigerian legal framework.

By signing below, each party acknowledges that they have read, understood, and agreed to the terms of this Employment Contract.