INTRODUCERS COMMISION AGREEMENT

                                                               Dated 30^th October 2021

• Shebe Oceansafe Ltd

• Sergio Giannasso

                                    INTRODUCER’S COMMISION AGREEMENT

THIS AGREEMENT is made on 30^th October 2021

INTRODUCER’S COMMISION AGREEMENT

BETWEEN

Shebe Oceansafe Ltd (“SHEBE”) a company registered in England and Wales under number 13419133

AND

Sergio Giannasso (“THE INTRODUCER”)

__________________________________________________________________________________

THIS AGREEMENT is made on the 30^thOctober 2021, entered into by Shebe and the Introducer (Shebe and Introducer collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.

WHEREAS

1. (“services”)

In consideration of covenants and agreements contained in this agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:

1. 1.     DEFINITIONS

1.1 In this agreement the following shall mean:

“Capital investment” means funds received and banked.

“Commission” means  initial, or any other payment payable to the Introducer concerning the services under this agreement.

“Commission Period” means the period during which an Introducee making any capital investment would be considered in scope of the Introducer’s Commission arrangement. Upon expiry of this period, no further Commission would be due to the Introducer.

“Intellectual property” (IP) includes but is not limited to: pitch decks, business cases, financial data, supplier correspondence, contacts and applications for funding, etc.

“Introduced” means that the Introducer provenly formally introduces the Introducee in writing for the purposes of the Introducee making a potential capital investment to Shebe. This does not preclude verbal introductions, but such introductions must be supported by a written introduction within 24 hours, or the introduction will be considered null and void for the purposes of any remuneration agreement between Shebe and the Introducer.

“Introducee” means any individual or organisation introduced to an authorised Director of Shebe by the Introducer after 30th October 2021.

“Introducer” means either a private individual or any legally recognised commercial entity which one represents or holds substantial commercial interests therein.

“Confidential Information” includes trade secrets and information of commercial value, disclosed by a Party, its employees, officers or representatives.

Persons shall include natural and legal persons.

Shebe shall: act in good faith towards the Introducer, pay the Introducer as when the Commission is due and provide the Introducer with the information the Introducer reasonably requires to carry out its duties.

The Introducer shall: use reasonable good faith efforts in providing the services, not allow their interests to conflict with their duties under this agreement; conduct introductions and referrals with all due care and diligence; cultivate and maintain good relations with Introducees in accordance with sound commercial principles; promptly inform Shebe of any matters likely to be relevant in relation to this agreement; and comply with all applicable laws, rules and regulations in the discharge of their duties under this agreement and shall provide such supporting evidence of compliance as Shebe may reasonably request.

•  

This agreement shall be valid from 30^th October 2021 for a period of two calendar years from the time of the first Introduced Introducee unless earlier terminated.

• CONTRACT SUM

For their services rendered, and in the Commission Period, Shebe shall pay the Introducer a Commission of 2.5% of any successful capital investment. This will be paid as equity at the pre-money share market price within 7 days of Shebe receiving the said capital investment.

If Shebe receives payment in instalments, then the Commission shall be calculated and paid on such instalments as they are received by Shebe. Shebe reserves the right to amend the date and frequency of the remittance of Commission.

• DISCLAIMERS

5.1 Shebe shall be under no obligation to;

i.          Follow up any Introduction made by the Introducer; or

ii.          Enter into a Relevant Contract. i.e. accept any introduction made by the Introducer.

5.2 Shebe shall not be responsible for any costs incurred by the Introducer unless such costs have been agreed by Shebe in writing in advance.

5.3 Shebe shall be entitled to set off, deduct, retain, or apply any sum due from it to the Introducer against any sum owned by the Introducer to it.

5.4 Where an Introducee is Introduced by the Introducer and the Introducee then introduces Shebe to a third party who pays capital into Shebe in exchange for equity, the Introducer shall not, by virtue of such initial introduction, be deemed to have Introduced the third Party to Shebe.

5.5 The Introducer acknowledges that Shebe has a proprietary interest in the Introducees who contacts it, and Introducee information is confidential information belonging to Shebe.

5.6 During the term of this agreement and following its termination howsoever caused, Shebe shall have the exclusive right to contact all persons introduced to it by the Introducer (whether or not such persons shall have invested or not).

5.7 Upon and following termination of this agreement, the Introducer shall:

1. Deliver up to Shebe without charge or delay all property, including, but not restricted to, records, documents, stationery, computer discs, data and materials belonging to or supplied by Shebe in the possession, custody, or control of the Introducer;
2. Cease to use any intellectual property (whether registered or unregistered) which are or may be associated with Shebe; and
3. Immediately destroy all stationery showing it to be an Introducer of Shebe and shall not represent or hold itself out as in any way connected with Shebe.

5.8 The Introducer shall not, without Shebe’s prior written consent, make or give any representations, warranties, or other promises.

5.9 In all dealings concerning this agreement, the Introducer shall describe himself as “Introducer” for Shebe and not hold himself out as being connected in any other manner.

5.10 The Introducer shall have no authority and shall not hold itself out or permit any person to hold itself out as being authorised to bind Shebe in any way and shall not do any act which might reasonably create the impression that the Introducer is so authorised. The Introducer shall not make or enter into any contracts or commitments or incur any liability for or on behalf of Shebe.

5.11 The Introducer shall ensure that any person associated with the Introducer who is performing services in connection with this agreement does so only based on a written contract which imposes on and secures from such person terms equivalent to those imposed on the Introducer in this agreement. The Introducer shall be responsible for the observance and performance by such persons of the said contracts and shall be directly liable to Shebe for any breach by such persons.

• INDEMNITY

The Introducer shall indemnify Shebe against all liability, loss, damage, and costs suffered by Shebe, arising directly or indirectly due to any breach of this agreement by the Introducer.

• NON-SOLICITATION

For the duration of this agreement, any subsequent agreement executed for the same or similar purpose, and after the termination of this agreement, the Introducer shall not interfere with Shebe’s relationship with, or endeavor to entice away from Shebe, Shebe’s Introducees, or any person who had a material business relationship with Shebe in the duration of this agreement.

• NO PARTNERSHIP OR AGENCY

Nothing in this Agreement is intended to or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party, the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party. Each Party confirms it is acting on its own behalf and not for the benefit of any other person.

• INTELLECTUAL PROPERTY

All Intellectual Property (IP) owned by Shebe, which has been or shall be shared with the Introducer from 1st March 2021, is automatically protected by copyright and, as such, is in scope of the UK Copyright, Designs and Patents Act 1988. All rights reserved. All designs are covered automatically by ‘design rights’.

1. ASSIGNMENT

This agreement is personal to the Parties, and neither Party shall assign, transfer, mortgage, charge, subcontract, declare a trust over, or deal in any other manner with any of its rights and obligations under this agreement.

1. EXCLUSIVITY

This agreement is non-exclusive, and Shebe may retain the services of any number of other Introducers.

1. FURTHER ASSURANCES

Each Party hereto agrees to perform any further acts and to execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this agreement.

1. FORCE MAJEURE

For this agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.

A Party’s failure to fulfill its obligations due to Force Majeure shall not be considered a breach of this agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this agreement.

1. DISPUTE RESOLUTION

Parties agree to settle disputes under this agreement through Arbitration.

1. COURT COSTS AND ATTORNEYS’ FEES

In any action under this agreement, the prevailing Party shall be entitled to recover costs of court and reasonable attorneys’ fees from the other Party, which fees shall be in addition to any other relief that may be awarded.

1. TERMINATION

16.1 Either Party may terminate this agreement upon giving the other Party no less than 30 days’ notice in writing. If a Party wishes to terminate the contract with less than these stated days, the other Party reserves the right to charge costs they have already paid in advance or incurred.

16.2 The termination of this agreement shall not discharge the liabilities accumulated by either Party.

16.3 Any Clauses intended by the Parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.

1. CONFIDENTIALITY

All non-public, confidential or proprietary information of Shebe, disclosed by Shebe to the Introducer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this agreement is confidential and solely for the use of performing this agreement.

Confidential Information may not be disclosed or copied unless as may be required by law if the discloser is to persons who need to know such information to carry out the Introducer’s obligations under this agreement, and such persons shall also comply with this Clause or as authorized in advance by Shebe in writing. Upon Shebe’s request, the Introducer shall promptly return all documents and other confidential materials received from Shebe, and no copies shall be kept. Shebe shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to the Introducer at the time of disclosure, or (c) rightfully obtained by the Introducer on a non-confidential basis from a third party.

1. CHANGES TO THE AGREEMENT

Either Party may request changes to the agreement, but they will only be effective if agreed in writing and signed by all Parties. If any ambiguity is found in the agreement or various documents forming this agreement, the Parties shall issue any necessary clarification or instruction.

1. NO WAIVER

Failure by either Party to enforce any of the terms or conditions of this agreement shall not be a waiver of their right to enforce the terms and conditions of this agreement.

• SEVERABILITY

The provisions of this agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.

• COUNTERPARTS

This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one instrument.

• ENTIRE AGREEMENT

This agreement constitutes the entire agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this agreement. All documents annexed to this agreement shall be subject to the terms under this agreement, provided that the Parties append their signatures on the documents. The Parties will exercise utmost good faith in this agreement.

• headings

The article and section headings in this agreement are for convenience; they form in no part of this agreement and shall not affect its interpretation.

• PRONOUNS

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural, as the identity of the person or entity may require. As used in this agreement: words of the masculine gender shall mean and include corresponding neuter words or words of the feminine gender, and words in the singular shall mean and include the plural and vice versa.

• NOTICES

Notices required under this agreement may be sent by hand, courier, or email/electronic transmission

to the other Party’s registered office for the time being. Any such notices shall be deemed received

(i) when delivered to the recipient’s address if sent by hand or by courier or (ii) when the sender

receives an electronic acknowledgement of transmission if sent by email/electronic transmission.

The Parties shall be served through the following addresses (including email), and either Party may change the below addressees by reasonable notice in writing given to the other Party.

SHEBE: __________________________________________________________________

THE INTRODUCER: _________________________________________________________

• INTRODUCER ACKNOWLEDGEMENTS

The Introducer acknowledges that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. The Introducer also acknowledges that they have entered into this agreement with the capacity and authority to contract freely and voluntarily.

• GOVERNING LAW

Any dispute or difference between the Parties arising out of or in accordance with the terms and effect of this agreement shall be determined by the exclusive jurisdiction of the English courts.

• IN WITNESS WHEREOF, each of the Parties has executed this agreement, as of the day and year set forth below.

Signed by the duly authorized representative of SHEBE   Signature: ……………………………………………..   Name: …………………………………………………..   Designation: …………………………………………..   Date:………………………………………

Signed by the INTRODUCER     Signature : …………………………………………….   Name: …………………………………………………..   Date:…………………………………………….