Addendum of Kedi Healthcare by Eguriase S. M. Okaka/Kedi/584764

ADDENDUM - KEDI HEALTHCARE

BY EGURIASE S.M. OKAKA/KEDI/584764 Addendum • All KEDI distributors are entitled to getting the retail profit by selling KEDI products and enrolling others to share KEDI business. • The status of the distributors is always promoted rather than demoted. All the PV will be accumulated and won’t be regressed to zero. • The Five-Star Consultant and above must fulfill his/her PPV at every month to be qualified to the bonus of corresponding status. In order to favor distributors, the Company will deduct the PPV from the bonus deserved automatically; the Company will prescribe the products. On the condition that the bonus deserved is not sufficient, the Company will accumulate it for the distributor until the bonus amount is sufficient, the Company will redeem the products and bonus. • Placement: All KEDI distributors will be allowed to place new distributors who are introduced by himself/herself under any of his/her down lines. He/she is entitled to the bonus of DBV in that specific month. The DBV of the new distributor will belong to the placed distributor from the following month. • Advance Repeat Order: Eight-Star Consultant and Honorary distributors are entitled to choose Advance Repeat Order for his/her PBV. That is once-off purchase is no less than 2400PV, and mark on KEDI Order Form by ADVANCE REPEAT ORDER, the Company will regard it as a lump-sum purchase of PPV for a year. Since the month of purchase, within the consecutive 12 months, the distributor needn’t to buy PPV and the Company will regard him/her as qualified. • The closing day is the last day of each month. The bonus is paid from the 14th day of the following month. KEDI Healthcare reserves all rights of interpretation of the Compensation Plan. Ordering of Products Office Counter • Provide your name and membership number exactly as they appear on your distributor’s membership card. • Provide details for each product ordered. • Include full payment. Please refer to methods of payment for further information.

• Failure to enclose full payment or improper and incomplete authorization of your selected method of payment will result in delay of processing your order and calculating your BV. Service Center Distributor may also purchase their products from our authorized service center. Please check with our service center outlets and branches nationwide or worldwide. Some centers in Nigeria where you can buy KEDI’s Healthcare Products:

KEDI SERVICE CENTER: No. 157 Uselu Lagos Road, Opposite Textile Mill Road junction, Uselu Benin City, Edo State, Nigeria Or No. 131 Upper Mission Extension, Beside Ziko Gas Station, Opposite Christ Chosen Church of God, Benin City, Edo State, Nigeria Ordering Method • Illegible orders placed by Fax will not be processed. • Please ensure that you make full payment including any applicable handling charges, in order to process your order. • All active Distributors must know the importance of maintaining their minimum BV requirements. It is the Distributor’s responsibility to ensure that an adequate BV value is ordered. As a service to our Distributors, KEDI may from time to time provide personal and Group BV subtotal during any given month. From Service Center Orders can be placed from our authorized Service Center. For a Service Center location, please call our customer service for further information. Methods of Payment The following method of payment will be accepted • Cash

• Bank Deposit payable to KEDI. Please ensure that you make full payment including any applicable handling charges in order to process your order. BV Closing In order to qualify for BV credit in a given month, orders must reach the KEDI office by end of the calendar month. Code of Ethics Distributors are required to observe the KEDI Code of Ethics at all times. The company reserves the right to terminate any distributorship at any time for any violation. Upon enrolment, distributors are expected to make the following pledge: • I will uphold and follow the KEDI Code of Ethics as stated from time to time in the official KEDI manuals and literature, observing not only the letter, but also the spirit, of these Rules.

• I will follow the highest standards of honesty, integrity and responsibility in the KEDI business. Because I recognize that my actions as a distributor have for-reaching effects, not only on my own business, but on that of other distributors as well. • I will abide by the Rules and Regulations of the Direct Sales Act at all times. • I will not resort to any fraudulent act in promoting the KEDI business at the expense of the direct sales industry and the Company. • I will present the KEDI marketing plan accurately and honestly, clearly portraying the level of effort required to achieving success. • I will present all products and services and the business opportunity to my customers and prospects in a truthful and honest manner, and I will make only such claims as are sanctioned in the official KEDI literature. • I will not make negative or disparaging remarks about the Company, its products, officers and employees, or other people products or companies. • I will not retail the products of KEDI at markdown or markup prices. • I will not use the KEDI trade name, information, literature, gathering of people or other KEDI resources to further other business interest. • I will strive to ensure that my customers and fellow distributors are satisfied with KEDI products and services. • I will be courteous and prompt in handling any and all complains. • I will accept and carry out the various prescribed responsibilities of a Distributor as set forth in the official KEDI literature. KEDI Rules and Regulations The following Rules and Regulations of KEDI are implemented with the purpose of safeguarding the rights and regulating the obligations of its distributors, rather than restraining their independent business activities. In order to mould yourself to be responsible and ethical distributor of KEDI, you ought to understand and abide by the Rules and Regulations. Failure to do so will result in termination of distributorship. KEDI reverses to itself the sole right to adopt, attend, modify, supplement, or rescind any or all of the following Rules and Regulations without having to issue any prior notice or clarification.

Eligibility to become A Distributor • Only Individuals aged 18 years old and above residing in Nigeria can apply to be a KEDI distributor. Application using company or other than personal name will not be processed. • The Company has the right to reject any application without assigning any reason whatsoever. • A distributor of the Company is not an agent, representative or employee of the Company. • All applications must be sponsored by an existing authorized distributor. • Distributorship of an unmarried distributor shall be limited to himself/herself only and he/she shall not have any other. Bonus Payment • All bonuses are computed monthly based on BV month. • Monthly bonus will be issued from the 14th of the following month, and all bonuses include the taxes. • Upon receiving their monthly Bonus Statement, distributors should check to ensure the figures are accurate. Any queries should be made within 14 days from the issuing date of statement, after which the Company reserves the right to ignore any enquiry. Responsibilities Made By Distributor of the Company • The Company distributor shall present the Company products and programs truthfully and fairly. • It must be made clear that the Company programs are based upon sales of the Company products. It shall be stated that profits only come through hard work and committed efforts. • The distributor shall not make claims for any of the Company products other than those found in current company literature or labels. If the reputation of the Company is damaged for this reason, the distributor concerned will be held responsible for any cost of action. Furthermore he/she shall not bind the Company to any settlement related to such cost of damages. • All statements regarding product description and use must confirm in every way to the written policies of the Company. Labeling and Packaging • The distributors shall out re-label or re-package any of the company products. • All products of the Company shall be marketed and solid in its original form and package. Pricing

• No distributor is allowed to raise or lower the price of any product of the Company with a view to gain higher profit or to promote sales. The Company reserves the right to take disciplinary action against any defaulter. • The integrity of the Marketing plan and the confidence of other distributor should be upheld at all times. • All products of the Company shall be sold at its Retail Price as decided by the Company. • No distributor will be allowed to give offers to sell products until with written approval from the Company. Advertising and Use of Name • The distributors shall not advertise the Company products and/or its programs without the prior written consent of the Company except by using of the exact language used in the company’s printed material. • Apart from printed materials, which the Company may supply and/or sell to distributors, a distributor should not use the name of the company, the company’s logo and/or any other representation of the Company without the prior written approval of the Company. Immediately upon expiration or termination of a membership, the affected distributor: (a) Shall remove and discontinue the use of all company signs and/or any other representations. (b) Shall not use any name, sign, and/or label. Stationery and/or printed material related to any of the company product. Cancellation, Resignation, Termination, Death or Incapacity • The Company may suspend or terminate the membership of any distributor for any non-compliance, breach and/or violation of any of the Rules and Regulations of the company. • The Company may proceed with legal action for any damage to which it is entitled by law. • Any distributor may opt to terminate his/her membership upon submitting written notice to the Company whereby the downlines will be transferred to upline/sponsor. • Only after six (6) months of his/her resignation/termination will one be allowed to reapply to be a distributor. • During this 6-month period, he/she is not permitted, either directly or indirectly, to participate in the building or development of any of the company membership. • Any distributor whose membership has been terminated shall no longer be entitled to the benefits and status of his/her membership and his/her down line organization shall be transferred to his/her direct sponsor. A distributor who has been terminated can re-apply for a new membership after his/her termination subject to the Company’s approval. • Any person reapplying to become a distributor shall not lay claim to any of his/her bonuses/incentives, rank or position, which he/she enjoyed or held prior to his/her termination or resignation. • With the consent of the incapacitated distributor or deceased family, this agreement shall be transferred to the beneficiary of the distributor. Principles of Sponsorship • It is against the company policy for any distributor to change sponsor through any means. Any application submitted with the intent to change sponsor will be rejected. • It is against the Company’s policy for a distributor to be sponsored under two or more distributorship. Such conduct will result in the termination of his/her distributorship. • Application for the change of sponsor or for the transfer of some or his entire personal group is not permitted. • Only six months after voluntary termination of distributorship, can a distributor re-apply in writing for new distributorship. • On expiration of the distributorship, a distributor can reapply as a new distributor on or after the date of expiry. • In case of divorce, if the spouses hold one distributorship and manage their networks together, one party shall inform the company of his/her intention to resign from distributorship. With result that the other party shall thereafter be left to assume sole responsibility for the distributorship and enjoy the benefits derived from it. The resigning party may apply as a distributor in his/her own right at that time. • Any violation of the above mentioned rules might result in taking the appropriate action to pass up all the distributor’s benefits and business value (BV) of his/her personal group to his/her up line distributor by the Company. Sale or Transfer of Distributorship The sales or transfer of KEDI distributorship will be subject to the following rules and conditions: • Only the distributorship in good standing with KEDI and having rank of Five-Star Director and above may sell his/her distributorship. The distributor must write to the Company for approval before any sale of distributorship can be made. Approval is based on review of the proposed purchaser’s qualification and intention to manage and will be subjected to the consent and approval by KEDI. • The sale of distributorship shall be handle through the following preference order: First priority: The distributor’s immediate sponsor Second priority: Any up line distributor Third priority: One of the direct down line distributors sponsored by the distributor Fourth priority: One of the distributors in KEDI with the rank of Director and above. • Upon approval of the sale by the Company, a sale and purchase agreement must be signed between the buyer and the seller. A copy of the duly stamped sale and purchase agreement must be extended to the company for documentation. • In the case of transfer of distributorship, only distributor with the rank of Director and above may apply for the transfer. The transfer request will only be considered provided the distributorship is transferred to the immediate family namely, spouse, parents, children, brothers and sisters. Any request for transfer to non-immediate family member will be considered as sale of distributorship and therefore will be subjected to the conditions as stated in a), b) and c). All application for transfer of distributorship must provide the following necessary documents as proof of their relationship: • Any distributor who has sold or transferred his/her distributorship can only apply to join as distributor after one year from the date of the sale or transfer. Accordingly, he or she will start from the very beginning as if he or she is a newly joined member. • All bonuses yield by the sold distributorship will be paid to the new owner. The awards and recognition previously awarded to the distributor will be transferred to the new owner, if the new owner is presently distributor of KEDI. However, the new owner has to attain the required qualification before he/she is entitled to acquire any due awards and recognition of the transferred distributorship. • Selling and buying existing distributorship as a means of changing is generally discouraged. KEDI will closely scrutinize such transactions for violation of other important polices. • The purchaser gives up his/her old position in KEDI (if he/she is already a distributor, any down line he/she may have will roll up to his/her sponsor) and the purchaser assumes the position of the seller. • The company reserves the right to disapprove any sale or transfer of distributorship without having to give any reason. Waiver • The failure of the Company to exercise any right stated in the Rules and Regulations or in the Distributor Application Agreement shall not constitute a waiver of the Company rights to demand exact compliance therewith. • Any waiver by the Company can and shall only he affected in writing by an authorized personnel of the Company. Changes and/or Amendment These rules and regulations are subjected to changes and/or amendment, which the Company may make from time to time without having to issue any prior notice. Disclaimer of Liability • The material and information contained on our products label or distributor’s manual/handbook is for general information purposes only. You should not rely upon the material or information on distributor’s manual as a basis for making any business, legal or any other decisions. Whilst we endeavor to keep information up to date and correct, KEDI Healthcare makes no representations or warranties of any kind, express or implied about the completeness, accuracy, reliability, suitability or availability with respect to such information, products, service or related graphics contained therein for any purpose. Any reliance you place on such material is therefore strictly at your own risk. • KEDI Healthcare will not be liable for any false, inaccurate, inappropriate or complete information provided by any of our distributors, or on products label/package.

• To the extent not prohibited by law, in the circumstance shall KEDI Healthcare be liable to you or any other third parties for loss or damage (including, without limitation, damage or loss of business or loss of profits) arising directly or indirectly from your use of or inability to confirm the accuracy of any such information provided by any of distributors from us via our e-channel provided here. • Opinion expressed by our distributor are theirs alone, and do not reflect the opinions of KEDI Healthcare. KEDI Healthcare is not responsible for the accuracy of any of the information supplied by the distributors or relation to any comments that are made. You should always endeavor to confirm the accuracy or correctness of such information.

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