THIS LEGAL AGREEMENT AND RESOLUTION
is made and entered into this by and between:

FIRSTVERSE NETWORKS LIMITED, trading as Toogeda.com, a company duly registered under the laws of the Federal Republic of Nigeria with Corporate Affairs Commission (CAC) registration number [RC Number], and having its principal office at [Address] (hereinafter referred to as the “Platform”);

The Registered Investors, being natural or legal persons who have duly created verified investment accounts on Toogeda.com and have committed funds to investment opportunities listed thereon (hereinafter referred to as the “Investors”);

The Listed Investment Entities, being any third-party companies, projects, cooperatives, or ventures listed on Toogeda.com for the purpose of raising funds or capital from Investors through the Platform (hereinafter referred to as the “Investment Entities”).

Collectively referred to as the “Parties”, and individually as a “Party”.

RECITALS
WHEREAS:

The Platform serves as a neutral digital facilitator connecting Investors with verified Investment Entities, in accordance with the Securities and Exchange Commission (SEC) regulations and other applicable Nigerian laws;

The Investors, through the Platform, voluntarily choose to fund listed Investment Entities based on the terms and information provided in each investment listing;

The Investment Entities seek to raise capital and agree to abide by the platform’s rules and all relevant regulatory requirements for transparency, disclosure, and accountability;

The Parties wish to establish a legal framework that governs their relationship, obligations, and liabilities in a manner that ensures trust, transparency, and compliance with Nigerian law;

NOW, THEREFORE, in consideration of the mutual covenants, promises, and warranties herein contained, the Parties hereby agree as follows:

CLAUSE 1: DEFINITIONS
Unless otherwise stated, the following terms shall have the meanings ascribed to them:

1.1. Platform – The digital investment platform operated by Firstverse Networks Limited.
1.2. Investor – Any person or entity that invests capital through the Platform.
1.3. Investment Entity – Any party listed on the Platform to raise capital.
1.4. Investment Agreement – The specific contract entered into between an Investor and an Investment Entity facilitated by the Platform.
1.5. Due Diligence – The process undertaken by the Platform to verify, vet, and assess the legitimacy, risk profile, and compliance status of an Investment Entity.

CLAUSE 2: ROLES AND RESPONSIBILITIES
2.1 The Platform shall:

Vet and list Investment Entities after due diligence;

Ensure compliance with relevant Nigerian regulations (SEC, CBN, NDIC, etc.);

Facilitate investment processing, reporting, and communication between Parties;

Not be liable for loss unless arising from gross negligence or willful misconduct.

2.2 The Investors shall:

Conduct personal or institutional risk assessments before investing;

Comply with KYC and AML/CFT obligations;

Accept the risk of loss inherent in all investment decisions;

Engage with Investment Entities subject to the terms disclosed.

2.3 The Investment Entities shall:

Provide full, accurate, and up-to-date disclosure prior to listing;

Use investment funds solely for the stated purposes;

Provide regular updates and financial reporting as agreed;

Repay investors (where applicable) in accordance with agreed terms.

CLAUSE 3: LEGAL RELATIONSHIP
3.1 The Platform acts only as an intermediary and not as a guarantor of investment returns.

3.2 Each Investment Agreement between an Investor and Investment Entity is legally binding, and the Platform shall not be a party to such agreement unless explicitly stated.

CLAUSE 4: DISPUTE RESOLUTION
4.1 All disputes arising out of or in connection with this Resolution shall be settled:

Firstly, by mediation facilitated by the Platform’s internal dispute mechanism;

If unresolved, by arbitration under the Arbitration and Conciliation Act, Cap A18 Laws of the Federation of Nigeria 2004, with the seat of arbitration in Lagos, Nigeria;

The decision of the arbitrator shall be final and binding.

CLAUSE 5: GOVERNING LAW
This Resolution shall be governed by, construed, and enforced in accordance with the laws of the Federal Republic of Nigeria.

CLAUSE 6: MISCELLANEOUS
6.1 Amendment: Any amendment to this Resolution shall be in writing and agreed upon by all Parties.

6.2 Severability: If any provision herein is found invalid, the remaining provisions shall remain enforceable.

6.3 Entire Agreement: This document constitutes the entire agreement regarding the legal relationship between the Platform, the Investors, and the Investment Entities, except as modified by individual Investment Agreements.

EXECUTION
IN WITNESS WHEREOF, the Parties have executed this Legal Resolution as of the date first written above.

FOR FIRSTVERSE NETWORKS LIMITED
Signature: _______________
Name: [Authorized Representative]
Title: [e.g., CEO or Legal Officer]
Date: __________

FOR INVESTORS
By accepting this resolution digitally during account creation or before investing, each Investor affirms their agreement to the terms herein.

FOR LISTED INVESTMENT ENTITY
Signature: _______________
Name: [Authorized Signatory]
Entity Name: _____________
Title: ___________________
Date: __________