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Vora Group·Business Relationship Document·VGF-LFY2WB2Y

Vora Group

VoucherFlow Programmable Liquidity Layer

VGF-LFY2WB2Y
Generated: 26 October 2026
Confidential — Business Use Only

Business Relationship Agreement

Section 1 — Parties

Platform EntityVora Group
PlatformVora Group — VoucherFlow Programmable Liquidity Layer
Regional InvestorTo be assigned
Investor Country—
Entity Type—
Compliance Arrangement—
Document ReferenceVGF-LFY2WB2Y
Effective Date26 October 2026

Section 2 — Platform Description

Vora Group is a technology platform and SaaS infrastructure provider operating across Sub-Saharan Africa. Vora Group is not a bank, financial institution, or licensed financial advisor. Shopify Inc. is the Merchant of Record for all platform billing. The Vora Group ecosystem comprises five products:

ProductDescriptionAudience
VoraPaySpending power access and vehicle protection infrastructureIndividual consumers
OjaFlowMerchant settlement ledger and working capital facilitationMerchants & traders
TrustVaultCommunity contribution management and yield trackingInstitutional investors
VoucherFlowProgrammable value transfer infrastructure — category-locked vouchersOrganisations, NGOs, governments
VoraCommunityFaith community contribution pooling and project connection platformChurches, stokvel circles, faith groups

The platform operates across five markets (Nigeria, South Africa, Ghana, Kenya, Ethiopia) on a single verified identity layer and immutable evidence ledger. Multi-currency settlement is supported across NGN, ZAR, GHS, KES, and ETB. Regulatory-compliant spending controls are enforced cryptographically.

Section 3 — Platform Ownership & Technology Rights

3.1 Dr. Armstrong Ogwuche (Vora Group) is the sole Architect, Founder, and technology owner of the VoucherFlow platform.

3.2 All intellectual property, source code, algorithms, and cryptographic protocols remain the exclusive property of Vora Group.

3.3 Regional Investors receive a revenue participation right only — not equity, not ownership, not licensing rights.

3.4 Technology investment, infrastructure costs, and platform maintenance are borne exclusively by the Platform Owner.

Section 4 — Regional Investor Role & Obligations

4.1 The Regional Investor is responsible for obtaining all regulatory approvals, licenses, and compliance documentation required to operate the platform in their designated region.

4.2 Required regulatory items by country:

CountryCentral BankLicense TypeRegistrarStatus
NigeriaCentral Bank of Nigeria (CBN)Payment Service Solution Provider (PSSP)CACLive Production Rail — Routing Engaged
South AfricaSouth African Reserve Bank (SARB)Payment Service Provider (PSP) — SARB Fintech LicenseCIPCLive Production Rail — Routing Engaged
GhanaBank of Ghana (BoG)Payment Service Provider — BoG Tier 3RGDLive Production Rail — Routing Engaged
KenyaCentral Bank of Kenya (CBK)Payment Service Provider — CBK ApprovalBRSLive Production Rail — Routing Engaged
EthiopiaNational Bank of Ethiopia (NBE)Payment Instrument Issuer — NBE DirectiveMoTLive Production Rail — Routing Engaged

4.3 Failure to maintain valid regulatory status results in immediate suspension of revenue participation for that region.

4.4 The Platform Owner reserves the right to arrange compliance independently for any region. In such cases, the Platform Owner retains 100% of revenue that would otherwise accrue to a Regional Investor for that region.

Section 5 — Revenue Distribution Model

5.1 Revenue Streams

StreamDescription
Transaction FeePercentage of each voucher spend charged to the accepting merchant
SaaS SubscriptionMonthly subscription fee paid by enterprise tenants via Shopify (Merchant of Record)
Float InterestInterest earned on unspent voucher balances in TrustVault Liquidity Vault
Compliance Arrangement FeeOne-time fee when Platform Owner arranges regulatory license
Merchant Onboarding FeeOne-time per merchant onboarded to OjaFlow terminal network

5.2 Distribution Rules (live from platform database — version-controlled and audit-logged)

No revenue rules configured. Rules are set by the Platform Owner and will appear here automatically once provisioned.

5.3 Floor & Ceiling Mechanism: Where a Monthly Floor is configured, the Platform Owner guarantees the Regional Investor earns at least the floor amount. Where a Monthly Ceiling is configured, the investor's earnings are capped to protect the platform in high-volume scenarios.

5.4 Revenue events are recorded in real-time. Settlement to Regional Investors occurs monthly. All events are immutably logged and cannot be modified retroactively.

5.5 Platform Owner Priority: In all scenarios, the Platform Owner's share is processed first. Investor shares are paid from remaining revenue after platform costs are deducted.

Section 6 — Merchant & Shopify Relationship

6.1 Merchants are onboarded to the OjaFlow terminal network and identified by CIPC, CAC, RGD, BRS, or MoT registration number as applicable per country.

6.2 Merchant subscription fees are collected via Shopify (Merchant of Record) in USD/EUR/GBP and settled in local currency using live FX rates.

6.3 Shopify fees and currency conversion costs are deducted before revenue distribution.

6.4 Merchants do not participate in platform revenue unless explicitly configured in the Revenue Rule for that stream.

Section 7 — Modification of Terms

7.1 Revenue split percentages may be modified by the Platform Owner at any time with 30 days' notice to the Regional Investor.

7.2 All modifications are permanently audit-logged on the platform ledger and cannot be deleted or altered retroactively.

7.3 Regional Investors may not modify any terms without written consent of the Platform Owner.

7.4 This document is regenerated dynamically from live platform data. The version in force at any time is the version accessible via the platform portal.

Section 8 — Platform Operator Protections

8.1 The Platform Owner is not liable for regulatory failures attributable to the Regional Investor's failure to maintain required licenses.

8.2 The Platform Owner may suspend, terminate, or reassign any regional partnership without prior notice in cases of regulatory non-compliance, fraud, or reputational risk.

8.3 Investor revenue participation rights are non-transferable without written consent of the Platform Owner.

Section 9 — Signatures & Acceptance

Authorized Platform Representative

For: Vora Group

Date: ______________________

Regional Investor

Name / Entity

Date: ______________________

Regional Investor · Live Signature Capture

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Digital acceptance via platform portal constitutes a binding agreement equivalent to physical signature, as permitted under the Electronic Transactions Act applicable in the investor's jurisdiction.