Terms and Conditions Agreement

LENDTRADERS LIMITED

RC: 7942080 | EFCC SCUML: SC 122101912

TRADING CLUB MEMBER AGREEMENT

Version 3.1 — Effective March 2025

Private Club — Multi-Pool Model — Referral Only

Club Name

LendTraders Trading Club

Managed By

LENDTRADERS LIMITED

RC Number

7942080

SCUML Registration

SC 122101912

Member Full Name

[AUTOMATICALLY POPULATED FROM KYC]

Member ID

[AUTOMATICALLY POPULATED FROM KYC]

Member BVN

[AUTOMATICALLY POPULATED FROM KYC]

Referred By

[AUTOMATICALLY POPULATED FROM REFERRAL CODE]

Pool Joined

[AUTOMATICALLY POPULATED ON SIGNUP]

Date of Agreement

[AUTOMATICALLY POPULATED ON SIGNUP]

Version

3.1 — March 2025

IMPORTANT NOTICE — PLEASE READ CAREFULLY BEFORE PROCEEDING

This Agreement governs your membership in the LendTraders Trading Club, a private, closed club operated by LENDTRADERS LIMITED. This is NOT a public investment scheme, fund management arrangement, or guaranteed savings product.

Membership is by personal referral only and is not open to the general public. By completing KYC, scrolling through this agreement, and ticking the confirmation boxes, you confirm you have read, understood, and agreed to every clause.

ALL CLUB POOLS CARRY RISK. YOU MAY LOSE SOME OR ALL OF YOUR CONTRIBUTION. DO NOT CONTRIBUTE MONEY YOU CANNOT AFFORD TO LOSE.

SECTION 1 — DEFINITIONS AND INTERPRETATION

In this Agreement, the following terms shall have the meanings set out below:

"The Club": LendTraders Trading Club, a private club operated by LENDTRADERS LIMITED.

"The Company": LENDTRADERS LIMITED, registered under CAMA 2020, RC Number 7942080.

"Club Manager": LENDTRADERS LIMITED in its capacity as administrator and manager of all Club Pools.

"Member": Any individual who has completed KYC, been accepted by referral, and signed this Agreement.

"Active Member": A Member who currently has a Contribution placed in any active Club Pool.

"Referring Member": The existing Member whose Referral Code was used by a new Member during registration.

"Referral Code": The unique code assigned to each Member to refer new members.

"Club Pool": Any pool of contributions established by the Club Manager for a specific business purpose including but not limited to trading pools, real estate pools, agriculture pools, fixed income pools, or any other lawful commercial pool.

"Pool Terms": The specific terms for each Club Pool published on the platform, including pool type, duration, minimum contribution, profit sharing, withdrawal terms, and risk profile.

"Pooled Fund": The total contributions of all Members in a specific Club Pool.

"Contribution": The amount a Member deposits into any Club Pool.

"Net Pool Profit": Net gain from a Club Pool after deducting all costs in any Reporting Period.

"Net Pool Loss": Net reduction in a Club Pool's value in any Reporting Period.

"Reporting Period": The period specified in Pool Terms, typically a calendar month.

"Monthly Report": The detailed written report for each active pool at the end of each Reporting Period.

"Membership Commencement Date": The date a Member's KYC is approved and first Contribution accepted.

"KYC": Know Your Customer verification completed before Club acceptance.

SECTION 2 — NATURE OF THE CLUB

2.1. Private Club

LendTraders Trading Club is a PRIVATE club. It is NOT a public collective investment scheme, fund management company, bank, or guaranteed return product. Membership is strictly by personal referral and is not open to the general public.

2.2. Multi-Pool Business Model

LENDTRADERS LIMITED operates a multi-pool club model. The Club is not limited to trading. The Club Manager has authority to create, operate, and close Club Pools across any lawful business activity including: financial trading pools (forex, cryptocurrency, stocks), real estate pools, agriculture pools, fixed income pools, commodity pools, technology venture pools, and any other lawful commercial activity the Club Manager determines is in the best interests of the Club and its Members. Each Club Pool operates under Pool Terms published on the platform.

2.3. Pool Terms

Each Club Pool shall have its own Pool Terms specifying: (a) purpose and business activity; (b) minimum contribution; (c) pool duration or lock-in period; (d) profit and loss sharing structure; (e) withdrawal conditions; (f) risk profile; and (g) reporting schedule. Members must read and accept Pool Terms for each pool they join.

2.4. Co-Ownership

All Members contributing to a Club Pool are co-owners of that pool's Pooled Fund in proportion to their Contributions. Members are NOT investors in LENDTRADERS LIMITED as a company.

2.5. Club Manager Role

LENDTRADERS LIMITED acts as Club Manager appointed by Members to manage and operate Club Pools. For trading pools, the Club Manager trades across multiple exchanges globally. For non-trading pools, the Club Manager manages the relevant business activity per Pool Terms.

2.6. Regulatory Status

LENDTRADERS LIMITED is CAC registered (RC: 7942080) and holds EFCC SCUML certification (SC 122101912). The Club operates within the private club framework under Nigerian law.

SECTION 3 — MEMBERSHIP

3.1. Eligibility

To become a Member, an individual must: (a) be 18 years or above; (b) have been referred by an existing Active Member using a valid Referral Code; (c) have completed full KYC verification; (d) have read and agreed to this Agreement and the relevant Pool Terms; and (e) have made a minimum Contribution to at least one active Club Pool.

3.2. Referral Requirement — Compulsory

A valid Referral Code from an existing Club Member is COMPULSORY to complete registration. No application will be processed without a valid referral code. LendTraders is a private club — membership is strictly by invitation only.

3.3. Acceptance

Membership is not automatic. The Club Manager reserves the right to accept or reject any application at its sole discretion.

3.4. Pool Selection

Upon joining, a Member must contribute to at least one Club Pool. A Member may contribute to multiple pools simultaneously. Each pool contribution is governed by its Pool Terms.

SECTION 4 — CONTRIBUTIONS

4.1. Contributions to Pools

Members make contributions to the Club Pool or Pools of their choice. The minimum Contribution for each pool is specified in the Pool Terms.

4.2. Payment

All Contributions must be paid directly into the official bank account of LENDTRADERS LIMITED as published on the platform. Members must NEVER send funds to any personal account.

4.3. No Guaranteed Returns

Contributing to any Club Pool does not guarantee any specific return, profit, or capital preservation regardless of pool type.

4.4. Additional Contributions

Members may make additional Contributions to any pool at any time subject to Pool Terms.

SECTION 5 — TRADING POOL ACTIVITIES

5.1. Scope

This Section applies to Club Pools involving financial market trading. For non-trading pools, the relevant Pool Terms govern.

5.2. Markets Traded

For trading pools, the Club Manager trades across: (a) Foreign Exchange (Forex) markets; (b) Cryptocurrency markets; (c) Stock and equity markets; and (d) any other financial market the Club Manager determines appropriate.

5.3. Multiple Exchanges

The Club Manager trades across multiple exchanges and platforms globally and is not obligated to disclose specific exchanges. This multi-platform approach is a deliberate risk management strategy.

5.4. Trading Discretion

The Club Manager has full discretion over all trading decisions. Members are not entitled to direct or interfere with individual trading decisions.

5.5. No Real-Time Trade Display

The Club Manager does NOT provide real-time live display of individual trades. Full transparency is provided through Monthly Reports as described in Section 9. Members expressly agree the Monthly Report is the agreed and sufficient transparency standard for trading pools.

5.6. No Guaranteed Profits

No minimum profit, return, or capital preservation is guaranteed for any trading pool.

SECTION 6 — NON-TRADING POOL ACTIVITIES

6.1. General Authority

The Club Manager has authority to create and operate pools for any lawful business activity beyond financial market trading. This includes but is not limited to: real estate acquisition and development pools, agricultural production and harvest pools, fixed income and lending pools, commodity pools, technology venture pools, and any other lawful commercial activity.

6.2. Real Estate Pools

Where the Club Manager creates a real estate pool, Member contributions shall be used to acquire, develop, lease, or sell real property on behalf of the Club. Profits come from rental income, capital appreciation, or sale proceeds as specified in Pool Terms. Real estate pools may have longer lock-in periods due to the nature of property transactions.

6.3. Pool-Specific Terms

Each non-trading pool shall have its own Pool Terms specifying the business activity, expected duration, profit mechanism, withdrawal conditions, and risk profile. Members must read and accept Pool Terms before contributing.

6.4. Lock-In Periods

Non-trading pools may require a minimum lock-in period as specified in Pool Terms. Members agree their Contribution cannot be withdrawn before lock-in expiry except in exceptional circumstances approved by the Club Manager.

6.5. No Guarantee for Any Pool

Regardless of pool type — trading, real estate, agricultural, or otherwise — the Club Manager makes NO guarantee of any specific profit, return, or capital preservation.

SECTION 7 — PROFIT AND LOSS SHARING

7.1 Default Profit Distribution — All Pools

The following default distribution applies to all Club Pools unless Pool Terms specify otherwise:

RECIPIENT

SHARE

CONDITIONS

Club Member

70%

Always — on every profitable period

Referring Member

5%

Month 1: always. Month 2+: only if referrer has active contribution

LendTraders Mgmt

25%

Always. Rises to 30% where no qualifying active referrer

7.2. Pool-Specific Structures

The Club Manager may establish different profit structures for specific pools in Pool Terms. Where Pool Terms specify a different split, those terms govern. The default 70/25/5 applies where no alternative is specified.

7.3. Member's 70% Share

Every Active Member in a profitable pool receives 70% of their proportionate share of the Net Pool Profit for that Reporting Period.

7.4 Referral Bonus — 5%

A referral bonus of 5% of the referred Member's profit share shall be paid to the Referring Member, subject to:

(a) MONTH 1 GRACE PERIOD: In the first calendar month from the referred Member's Membership Commencement Date, the Referring Member receives the 5% bonus regardless of their own active contribution status. Calculated from Membership Commencement Date, not calendar month start.

(b) MONTH 2 AND ONWARDS: From the second month, the Referring Member only receives the 5% bonus if they are an Active Member with a Contribution in any active Club Pool during that Reporting Period.

(c) REFERRER LEAVES: If the Referring Member withdraws all Contributions and terminates membership for any reason, the 5% bonus permanently ceases and reverts to LendTraders management for all future periods. This cessation is permanent even if the Referring Member re-joins later.

(d) REFERRED MEMBER INACTIVE: If the referred Member becomes inactive, the referral bonus pauses until they reactivate.

(e) NO ACTIVE REFERRER: Where no Referral Code was recorded, or the bonus has ceased, the 5% stays with LendTraders management — increasing the management share to 30% for that Member's calculation.

(f) SINGLE-LEVEL ONLY: The bonus is paid only to the direct Referring Member. Multi-level chain bonuses are not payable.

7.5. LendTraders Management — 25%

LENDTRADERS LIMITED retains 25% of Net Pool Profit as a performance and management fee. Increases to 30% where no qualifying active referrer exists per Clause 7.4(e).

7.6. Loss Sharing

Net Pool Losses are borne by all Active Members in that pool in proportion to their Contributions. No referral bonus is payable in any month where a pool records a Net Pool Loss.

7.7. No Profit Targets

No guarantee of any specific profit percentage, target, or minimum return for any pool.

7.8. Distribution Timeline

Profit shares credited to Member accounts within 7 business days after each Reporting Period.

SECTION 8 — WITHDRAWALS

8.1. Profit Withdrawals

Members may withdraw allocated profit share after crediting. Processed within 5 to 10 business days of a valid request.

8.2. Contribution Withdrawals

Members must give 30 days' written notice through the platform. For pools with lock-in periods, withdrawal before expiry is subject to Pool Terms and Club Manager approval.

8.3. Effect on Referral Bonus

Withdrawing all Contributions and terminating membership permanently ends referral bonus entitlement — even upon re-joining later.

8.4. Withdrawal Restrictions

The Club Manager may restrict withdrawals where: (a) adverse effect on pool positions; (b) suspected fraud; (c) regulatory requirements; (d) extreme market or operational conditions; or (e) lock-in period has not expired.

8.5. Fees

No Club Manager withdrawal fees. Third-party bank fees borne by the Member.

SECTION 9 — TRANSPARENCY AND MONTHLY REPORTING

9.1. Monthly Report — Primary Transparency Tool

The Monthly Report is the Club Manager's primary transparency tool for all pools. Members expressly agree the Monthly Report is the agreed and sufficient transparency standard.

9.2. Monthly Report Contents

Provided within 10 business days after each Reporting Period, covering: (a) summary of all pool activities; (b) opening and closing pool value; (c) gross profit or loss; (d) all costs deducted; (e) net profit or loss; (f) each Member's proportionate share; (g) referral bonuses paid or withheld; (h) current Member balance; and (i) any material events affecting performance.

9.3. Delivery Methods

(a) EMAIL: PDF Monthly Report sent to each Member's registered email within 10 business days after period end; and (b) PLATFORM ARCHIVE: All Monthly Reports stored in the Member's dashboard Reports section, downloadable at any time.

9.4. High-Value Verification

Members exceeding a threshold set by the Club Manager may request additional supporting evidence within 14 days of receiving the Monthly Report.

SECTION 10 — RISK DISCLOSURE

CRITICAL RISK WARNING — ALL POOL TYPES

By becoming a Member and contributing to any Club Pool, you acknowledge ALL of the following risks:

1. You may lose some or all of your Contribution in ANY pool type. Capital is NOT guaranteed.

2. Past performance of any pool does not guarantee future results.

3. Trading pools: forex, crypto, and stock trading are highly volatile. Multiple exchange trading carries additional platform risks.

4. Real estate pools: property values can decrease, transactions can be delayed, and rental income is not guaranteed.

5. Agriculture pools: crop yields, weather, and market prices can result in losses.

6. All pool types carry operational, legal, regulatory, and market risks.

7. This Club is not insured by the NDIC or any government guarantee scheme.

8. Only contribute money you can afford to lose entirely without affecting your financial wellbeing.

10.1. Member Acknowledgement

The Member confirms they have read, understood, and accepted the risk warning above. The Member's decision is voluntary and based on their own independent assessment.

10.2. No Advice

Nothing in this Agreement or on the platform constitutes financial, legal, or business advice for any pool type.

SECTION 11 — AML AND KYC COMPLIANCE

11.1. SCUML Compliance

LENDTRADERS LIMITED holds EFCC SCUML registration SC 122101912 and is committed to full AML and CTF compliance.

11.2. KYC

Every Member must complete KYC before any Contribution is accepted.

11.3. Source of Funds

Members warrant all contributed funds are from legitimate, lawful sources.

11.4. Reporting

The Club Manager is legally obligated to report suspicious transactions to the EFCC. This overrides confidentiality provisions.

SECTION 12 — CONFIDENTIALITY

12.1. Member

Members keep all Club information strictly confidential including pool strategies, other Members' identities, financial performance, and Agreement terms.

12.2. Company

The Club Manager keeps Member personal data confidential except as required by law or with consent.

12.3. Survival

Confidentiality obligations survive termination for 3 years.

SECTION 13 — TERMINATION OF MEMBERSHIP

13.1. Voluntary

Member may terminate by giving 30 days' notice through the platform. For pools with lock-in periods, Pool Terms govern return of Contributions. Termination permanently ends all referral bonus entitlements.

13.2. By Club Manager

The Club Manager may immediately terminate membership if the Member: (a) provides false information; (b) materially breaches this Agreement; (c) contributes funds from illegal sources; (d) acts to Club's detriment; or (e) is subject to bankruptcy.

13.3. Referral Bonus

All referral bonus entitlements permanently cease upon termination for any reason.

SECTION 14 — LIMITATION OF LIABILITY

14.1. Pool Losses

The Club Manager is not liable for pool losses incurred in good faith with reasonable management.

14.2. Third Party Failures

The Club Manager is not liable for losses from exchange outages, platform failures, counterparty defaults, or any third-party failure in any pool type.

14.3. Force Majeure

The Club Manager is not liable for failure caused by events outside its reasonable control.

14.4. Maximum Liability

Total liability shall not exceed the Member's Contribution at the time the claim arises.

SECTION 15 — DISPUTE RESOLUTION

15.1. Amicable Resolution

Parties shall first attempt amicable resolution within 30 days of written notice.

15.2. Mediation

If direct negotiation fails, either party may refer to mediation administered by the Lagos Court of Arbitration (LCA).

15.3. Arbitration

If mediation fails or is not agreed within 14 days, the dispute shall be finally resolved by binding arbitration administered by the Lagos Court of Arbitration (LCA). The arbitration may be conducted virtually or in person at a venue in Nigeria determined by the Club Manager — which may include Benin City (Edo State), Lagos, or Abuja. Language: English. Award: final and binding. Nothing prevents either party from seeking urgent injunctive relief from a Nigerian court.

15.4. Governing Law

This Agreement is governed by the laws of the Federal Republic of Nigeria.

SECTION 16 — GENERAL PROVISIONS

16.1. Entire Agreement

This Agreement supersedes all prior agreements and understandings.

16.2. Amendments

The Club Manager may amend this Agreement or Pool Terms with 14 days' notice. Continued membership constitutes acceptance.

16.3. New Pools

The Club Manager may create new Club Pools at any time by publishing Pool Terms on the platform. New pools do not require amendment of this Agreement.

16.4. Severability

If any provision is unlawful or unenforceable, it shall be severed without affecting remaining provisions.

16.5. Notices

All notices through the platform or registered email, deemed received within 24 hours.

SECTION 17 — MEMBER DECLARATIONS AND CONSENT

By completing KYC and ticking the confirmation boxes on the signup page, the Member declares and confirms each of the following:

DECLARATION 1 — IDENTITY AND ELIGIBILITY

I confirm I am at least 18 years of age and all KYC information is true, accurate, and complete.

DECLARATION 2 — PRIVATE CLUB BY REFERRAL

I confirm I am joining LendTraders Trading Club voluntarily through a personal referral using a valid Referral Code. I have NOT been solicited from the general public.

DECLARATION 3 — RISK ACKNOWLEDGEMENT — ALL POOLS

I have read and understood the Risk Disclosure in Section 10. I understand ALL pool types carry risk including loss of my entire Contribution. I am only contributing money I can afford to lose.

DECLARATION 4 — NO GUARANTEES AND MONTHLY REPORTS

I understand LENDTRADERS LIMITED has made NO guarantee of any specific profit or return for any pool type. I accept Monthly Reports as the agreed and sufficient transparency standard.

DECLARATION 5 — REFERRAL BONUS TERMS

I have read and understood the referral bonus structure in Section 7.4. I understand the Month 1 grace period, Month 2+ active contribution requirement, and that leaving the Club permanently ends my referral bonus.

DECLARATION 6 — MULTI-POOL MODEL

I understand that LendTraders operates multiple pool types beyond trading, including real estate and other business activities. I have read the Pool Terms for each pool I am joining.

DECLARATION 7 — SOURCE OF FUNDS

All contributed funds are from legitimate, lawful sources.

DECLARATION 8 — INDEPENDENT DECISION

My decision to join is based on my own independent assessment. I have not been subjected to undue pressure or misrepresentation.

SECTION 18 — EXECUTION

This Agreement is entered into on the date recorded in the Member's account on the Club's platform.

ONLINE CONFIRMATION — FOR WEBSITE IMPLEMENTATION

TICK BOX 1: I confirm I have read, scrolled through, and fully understood the LendTraders Trading Club Member Agreement (Version 3.1). I agree to be bound by all terms and conditions and the Pool Terms for each pool I join.

TICK BOX 2: I confirm I am joining as a voluntary private club member by referral, that all pool types carry risk, that no returns have been guaranteed, that I accept Monthly Reports as the agreed transparency standard, and that I fully understand the referral bonus terms in Section 7.4.

Both tick boxes must be checked before the Submit Application button becomes active. An OTP is required to complete signup. A timestamped PDF copy of this Agreement is emailed automatically upon completion.

LENDTRADERS LIMITED

RC: 7942080 | EFCC SCUML: SC 122101912

support@lendtraders.com | lendtraders.com

This document is legally binding under the laws of the Federal Republic of Nigeria.