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NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

between

NAMIBIAN PETROLEUM TERMINAL (PROPRIETY) LIMITED

And

_________________________________________________
[NAME]

In Africa | for Africa ENSafrica.com

ENSafrica | Namibia, incorporated as Lorentz Angula Inc. (registration number 2005/630), a legal practitioner in terms of the Legal Practitioners Act, 1995, authorised and regulated by the
Law Society of Namibia and practicing under a shared brand in association with lawyers in several jurisdictions in Africa.
directors: H.F.E. Ruppel V.I. Boesak G.K. Paulse A.H. Potgieter W.J. Rossouw R.M. Rukoro C.H.J. Visser W. Wohlers
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A. PARTIES TO THIS AGREEMENT

The Parties to this Agreement are:

(1) NAMIBIAN PETROLEUM TERMINAL (PROPRIETY) LIMITED, registration number

2004/064, a private company incorporated under the laws of Namibia with its registered
office SGA Registered Accountants and Auditors, 24 Orban Street, Klein Windhoek,
Windhoek, Namibia;

(2) _________________________________________________________________________
__________________________________________and
Amara Energy Company Pty Ltd, registration 2023711409/07, a private company incorporated
under the laws of the Republic of South Africa with its registered office, 22 Magwa Crescent
(3) Road Waterfall Midrand Johannesburg 2066, South Africa.
.___________________________________________________________________________
____________________________________________

B. AGREEMENT

The Parties agree as follows:

1. Definitions and Interpretation

1.1 In this Agreement, unless the context indicates otherwise –

1.1.1 “Agreement” means this document;

1.1.2 “Company” means Namibian Petroleum Terminal (Propriety) Limited,

as identified under the heading “Parties to the Agreement”;

1.1.3 “Contemplated Transaction” means a proposed transaction in terms

whereof Oil Refineries would acquire 100% (one hundred) percent
shareholding in Namibian Petroleum Terminal (Propriety) Limited;

1.1.4 “Namibian Petroleum” means Namibian Petroleum Terminal

(Propriety) Limited, as identified under the heading “Parties to this
Agreement”;

1.1.5 Amara
“_______________________________________________________”
Amara Energy Company Pty Ltd, as identified under the heading "Parties
means _________________________________________________,
to this Agreement,''.

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as identified under the heading “Parties to this Agreement”;

1.1.6 “Parties” means Namibian Petroleum and

Amara Energy Company Pty
______________________________________________, and “Party”
means any of Namibian Petroleum or Oil Refineries, as the context
may indicate or require;

1.1.7 “Protected Information” means the contents of –

1.1.4.1 any discussions held between the Parties; and

1.1.4.2 any information, knowledge or data (in whatever form

contained) of whatever nature exchanged between the
Parties;

relating to and in connection with the Contemplated Transaction, but

excluding, for the purposes of Clause 1.1.4.2, any information,
knowledge or data which -

1.1.4.3 is in the public domain at the time of disclosure to the

Recipient, or becomes generally known or available by
publication, commercial use or otherwise, but through
no fault of the Recipient; or

1.1.4.4 is known to the Recipient at the time of disclosure

without any violation or breach of any confidentiality
restriction binding on the Recipient (whether in terms of
this Agreement or any other agreement by which the
Recipient is bound);

1.1.8 “Protected Party” means, as the case may be, Namibian Petroleum or
Oil Refineries disclosing Protected Information to a Recipient;

1.1.9 “Recipient” means, as the case may be, the recipient of the Protected
Information, that is, either Namibian Petroleum or Oil Refineries, or
any one of them; and

1.1.10 "Signature Date" means the date when the last of the Parties hereto

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has executed this Agreement by its signature.

Interpretation and Construction

1.2 In this Agreement, unless the context otherwise indicates, a reference to:

1.2.1 a “Clause” is a reference to a Clause of this Agreement;

1.2.2 a statute includes a reference to such statute as amended, substituted

or re-enacted from time to time;

1.2.3 a person (including Shareholders) includes a reference to that person’s

legal personal representatives, executors, administrators, trustees or
liquidators in insolvency, as well as their permitted cessionaries and
delegates in terms of this Agreement;
1.2.4 one gender includes all genders;

1.2.5 time is a reference to Namibian time as per the Namibian Time Act,
2017, and the following construction shall apply to time matters:-

1.2.5.1 if a period of time is specified and the period dates from

a given day or the day of an act or event, it is to be
calculated exclusive of that day, and if a period of time is
specified as commencing on a given day or the day of an
act or event, it is to be calculated inclusive of that day;

1.2.5.2 if the time for performing an obligation under this

Agreement expires on a day that is not a Business Day,
time will be extended until the next Business Day;

1.2.5.3 a reference to a month is a reference to a calendar

month;

1.2.5.4 a reference to a day is a reference to any day;

1.2.5.5 a reference to a “Business Day” is any day other than a

Sunday or public holiday in Namibia;

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1.3 Clause headings appear in this Agreement for reference purposes only and shall
not be employed in the construction of the subject matter.
1.4 Any provision of this Agreement imposing a restraint, prohibition, or restriction
on the Parties shall be so construed that the Parties are not only bound to comply
therewith, but are also obliged to procure that the same restraint, prohibition,
or restriction is observed by any third party engaged by, or acting under the
authority or with the consent of the Parties.

1.5 Where any term is defined within the context of any particular Clause in this
Agreement, the term so defined, unless it is clear from the Clause in question
that the term so defined has limited application to the relevant Clause only, shall
bear the same meaning as ascribed to it for all purposes in terms of this
Agreement, notwithstanding that that term has not been defined in this
Clause 1.

1.6 Where a word or phrase is specifically defined, other parts of speech and
grammatical forms of that word or phrase have corresponding meanings.

1.7 This Agreement shall be construed in accordance with the laws of Namibia.

2. Disclosure of Protected Information

For the purposes of evaluating and pursing the Contemplated Transaction, the Parties
acknowledge that they may disclose to each other relevant Protected Information, which
should remain confidential.

3. Undertaking of Confidentiality

3.1 Namibian Petroleum or Oil Refineries, as Recipients of the Protected Information

undertake–

3.1.1 to protect and keep any Protected Information strictly confidential;

3.1.2 not to disclose any Protected Information to any third party, except to
–

3.1.2.1 the employees, officers or agents directly involved in the

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discussion towards the Contemplated Transaction;

3.1.2.2 the professional advisers (such as legal practitioners and

accountants),

and then only on a strictly need to know basis and on the basis that such
employee and professional adviser is placed by the Recipient under the same
obligations as apply to the Recipient under and in terms of this Agreement;

3.1.3 use the Protected Information only for the purposes of discussions
towards and the entry into the Contemplated Transaction.

3.2 Namibian Petroleum and Oil Refineries agree to enter into such further
confidentiality agreements (whether verbally or in writing) with their employees,
officers, agents or professional advisers, as may be necessary to give effect to
the requirements of Clause 3.1.

4. Ownership and Use

The Recipient acknowledges and agrees that all rights to the knowledge of, the perusal and
dissemination of Protected Information remain the exclusive rights of the Protected Party.

5. Return of Protected Information

5.1 Immediately upon termination of this Agreement or upon the Protected Party’s
request, the Recipient shall return to the Protected Party all Protected
Information and all copies thereof, in whatever form they are contained.

5.2 With respect to documents or data storage media containing the Protected
Information, the Recipient shall delete all such Protected Information, in which
event the Recipient shall, upon the Protected Party’s’ request, deliver to the
Protected Party a certificate, signed by an independent and reputable third party
involved in the IT industry, confirming that all Protected Information, has been
deleted or removed from the Recipient’s records.

6. General

Execution in Counterparts

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6.1 This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same Agreement.

Entire Agreement

6.2 This Agreement constitutes the full and complete consensus between the Parties
in relation to its subject matter and supersedes all prior negotiations,
understandings and agreements with respect thereto.

Variation

6.3 No variation of this Agreement shall be effective unless it is in writing and signed
by the Parties.

Severability and Unenforceability

6.4 If any provision of this Agreement, or any portion thereof, is held to be invalid
and unenforceable, such provisions shall be severable from the Agreement and
the remainder of this Agreement shall nevertheless remain in full force and
effect.

No Waiver

6.5 No leniency or indulgence granted by any Party to any other Party shall operate
or be construed to constitute a waiver of such Party’s rights in terms of this
Agreement, and each party shall be entitled to require the other Parties to
strictly comply with all the terms and conditions of this Agreement.

No Cession or Delegation

6.6 Party shall cede, delegate or transfer or purport to cede, delegate or transfer any
of its rights or obligations under this Agreement, save with the prior written
consent of the other Parties.

Costs
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6.7 Except as otherwise provided for in this Agreement, the Parties shall bear their
own legal and advisory fees, costs and disbursements in the negotiation and
implementation of this Agreement and the Transaction.
Remedies Cumulative

6.8 Except as expressly provided in this Agreement, the rights and remedies
contained in this Agreement are cumulative and not exclusive of any rights or
remedies provided by law.

Obligations of good faith

6.9 Each Party is to act in good faith towards the other Party including but not limited
to being just and faithful in all activities in dealings with the other Party in
relation to the Agreement.

6.10 The Parties undertake to co-operate and consult with one another in good faith
with regard to the alleviation of any hardship which may be occasioned to either
Party as a result of any unforeseen circumstances arising after the Signature
Date, and to support each other in the performance of all such actions and to
take all such steps as may be reasonably available to them and necessary for the
maintenance and the execution and the implementation of this Agreement.

Governing Law

6.11 This Agreement is governed by, and shall be construed in accordance with the
laws of Namibia.

Dispute Resolution

6.12 Any disputes which may arise out of or in connection with this Agreement shall
be referred to the High Court of Namibia.

[End of Text].

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C. SIGNATURE PAGES

NAMIBIAN PETROLEUM TERMINAL (PROPRIETY) LIMITED

Signature:
who warrants that he / she is duly authorised thereto

Name:

Date:

Place:

Witness:

Witness:

Amara Energy Company Pty Ltd

__________________________________________________

Signature:
who warrants that he / she is duly authorised thereto

Name: Weddie S. Makomichi

Date: 09 September 2024

Place: Johannesburg

Witness:

Witness:

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