MASTER JOINT VENTURE AND
OPERATIONAL AGREEMENT


 


This Master Joint Venture
and Operational Agreement (this “Agreement”) is effective as of July 5, 2016 (the “Effective Date”), and
is by and between AmericaTowne, Inc., a Delaware corporation and reporting company under the rules promulgated by the United States
Securities and Exchange Commission, with a mailing address for notice purposes of 4700 Homewood Court, Suite 100 in Raleigh, North
Carolina 27609 (“AmericaTowne”) and Nationwide Microfinance Limited, a Ghanaian corporation with an address for notice
purposes of Nyamekye, N1 Highway, 100 Metres from Lapaz Nyamekye Traffic Light, Accra Ghana (“Nationwide”). AmericaTowne
and Nationwide may be defined singularly as a “Party” or collectively as the “Parties.”


 


WHEREAS, the Parties agree
to enter into this Agreement to effectively combine efforts, resources and established relationship in furthering the operational
and financial development of a Savings and Loan company operating under the laws of Ghana, and potentially related services, in
the United States and Ghana through a publicly reporting and trading entity in the United States.


 


WHEREAS, Nationwide has
represented that it currently operates a Tier 2 microfinance company providing retail and commercial financial products and services
in Ghana pursuant to a valid license in good standing issued by the Ghana Banking Authority.


 


WHEREAS, AmericaTowne has
made only those representations regarding its business, experience, service platform and other related services as set forth in
its filings with the United States Securities and Exchange Commission (the “SEC”).


 


WHEREAS, the intent of
the Parties is to deploy their respective resources, education, experience and training in utilizing the benefits of a public company,
subject to those risks and costs inherent thereto, and status as a fully reporting and trading company with the SEC in developing
a profitable savings and loans institution in Africa, and perhaps other countries in the future, and in increasing shareholder
value through the operations of such a company.


 


WHEREAS, the Parties agree
to work in good faith to structure an entity consistent with the terms and conditions herein, and as set forth in any amendment
hereto.


 


WHEREAS, the Parties acknowledge
that there are certain conditions precedent that must be performed before this Agreement constitutes a materially definitive agreement.


 


NOW, THEREFORE, in consideration
the representations, warranties and agreements herein contained, the Parties agree as follows:


 


1.Joint
Participation in Public Company. The Parties agree to work in good faith, through a business combination or joint venture,
through AmericaTowne’s acquisition of a publicly reporting company on the Over-The-Counter marketplace (the “OTC”)
operated by the Financial Industry Regulatory Authority (“FINRA”). At this time, unless otherwise mutually agreed to
by the Parties in writing, the Parties designate Alton Perkins to facilitate and pursue the following objectives exercising his
sole discretion, in conjunction with those professionals (i.e. attorneys, accountants, auditors and securities advisors) he deems
necessary, in furthering the objectives of the Parties:


 



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(a) Through AmericaTowne, investigating and acquiring a suitable publicly reporting company on
the OTC, and in turn, voting its controlling interest in the acquired company to amend its articles of incorporation in changing
the name of the company to “Nationwide Corp.” or a similar name based on availability within the state of incorporation
(hereinafter the “Nationwide Public Entity”) and, finally, effectuating a change in control;


 


(b)Increasing
the total authorized shares in the Nationwide Public Entity for purposes of facilitating a future capital raise and restructuring,
and if deemed necessary, creating a separate classification of common shares with exclusive voting control. At this time, the Parties
anticipate that one class of common shares will be non-voting shares subject to registration with the SEC (hereinafter the “A
Shares”), and another shall have subordinate rights of distribution to the A Shares, but have voting rights (hereinafter
the “B Shares”). The Parties agree that the classification of the A Shares and the B Shares is subject to modification,
revision and amendment by Mr. Perkins, exercising his sole discretion, depending on any applicable laws or restrictions of the
Nationwide Public Entity’s state of incorporation, SEC, FINRA or the OTC. The Parties intend that the B Shares will be considered
“control shares” with exclusive voting power, subject to any restrictions under the articles of incorporation, applicable
statutes in the state of incorporation, or bylaws of the Nationwide Public Entity. At this time, the Parties intend on issuing
the A Shares and the B Shares consistent with Schedule A;


 


(c) Voting
AmericaTowne’s controlling interest in the Nationwide Public Entity, prior to the amendment to the articles of incorporation
in subsection (a), above, to seat a Board of Directors consisting of three members – a Chairman of the Board and two directors.
The Chairman of the Board and one director shall be designated by AmericaTowne, and the other director shall be designated by Nationwide.
The Board of Directors shall then resolve to appoint Alton Perkins, or his designee(s), as the Nationwide Public Entity’s
Chief Executive Officer, Chief Financial Officer, and Secretary to serve a two-year term subject to termination only “for
cause” with a reasonable compensation to be agreed upon by the Parties in writing;


 


(d) Following
the above-referenced name change, the Nationwide Public Entity will apply with FINRA to change the symbol to correspond with Nationwide
and its business;


 


(e) Until
further vote by the Board of Directors of the Nationwide Public Entity, the Nationwide Public Entity will remain incorporated in
its original state of incorporation with an assumed name and foreign business filing in North Carolina, and shall be headquartered
in Raleigh, North Carolina. Nationwide and the Nationwide Public Entity’s primary lending and financial operations shall
continue to be headquartered in Accra, Ghana;


 


(f) AmericaTowne
shall secure the web domain for the Nationwide Public Entity; and


 


(g) Any
other act deemed by AmericaTowne as being required to further the intent of the Parties under this Agreement.


 


2.Exacting Standards of a Public
Reporting Company. The Parties are aware and understand the requirements to maintain status as a public reporting company is
exacting, time-consuming, and expensive. The Parties understand and agree to maintain standards required of a publicly reporting
company.


 






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3.Access
to Financial Reporting and Uplisting. Nationwide acknowledges that an ongoing condition of this Agreement is providing AmericaTowne
and the Nationwide Public Entity with immediate access to its books and records for purposes of future public reporting and auditing
requirements. AmericaTowne will exercise commercial reasonableness in coordinating an audit of the Nationwide Public Entity, which
would take into consideration consolidated financials of Nationwide. Nationwide shall cooperate in good faith with the Nationwide
Public Entity, and those attorneys and advisors retained by AmericaTowne, to file any and all necessary and required registrations,
registration statements and/or financial disclosures or reports as required under the Securities Act of 1933 or the Securities
Exchange Act of 1934, and concomitant thereto, uplist to the OTCQB Venture Market Place, or other suitable marketplace deemed suitable
and proper under the circumstances by AmericaTowne, if not already reporting or uplisted.


 


4. Nationwide
Public Entity Funding Actions. AmericaTowne, at its sole discretion, will take action, through its membership on the Board
of Directors for the Nationwide Public Entity, to file the appropriate registration statement with the SEC to register “selling
shareholder” shares issued to AmericaTowne and Nationwide for sale on a continuous basis at a per share price to be determined
by classification by the SEC as “statutory underwriters,” or if eligible, at a market offering price. At this time,
it is anticipated that these shares would be sold through private transactions, brokered transactions or through the OTC market.
In addition, the Nationwide Public Entity shall evaluate, and if deemed eligible, register shares for a direct public offering
or initial public offering, depending on the circumstances and eligibility, with the intention of raising a minimum of $8,500,000
USD and a maximum of $32,500,000 USD, and to disclose the use of proceeds in the manner set forth in Schedule B. AmericaTowne
may elect to enter into an agreement with an investment banker and/or broker to facilitate the sale of the shares offered to the
public, or alternatively, secure, for the benefit of Nationwide, a credit-line facility, or take any other action with third-parties,
whether through the offering of equity or service of debt, to advance the business and financial objectives of Nationwide. AMERICATOWNE
IS NOT ACTING AS A BROKER/DEALER, OR A PARTY COMPENSATED FOR THE FACILITATION OF THE SALE OF SECURITIES.


 


5.Management
and Operational Authority. At this time, pursuant to the bylaws of the Nationwide Public Entity, the Parties intend to operate
and manage the Nationwide Public Entity through a Board of Directors with two committees responsible for certain aspects of the
company’s operations.






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			(a) The Operations and Ethics Committee. Although the specific duties and responsibility
of each committee will be definitively set forth in a resolution of the Board of Directors, at this time, it is anticipated that
the “Operations and Ethics Committee” will be responsible for the implementation of the day-to-day operations in the
United States, and the company’s capital raising and financing strategies, as set forth above, and be responsible for, amongst
other things, (i) complying with applicable securities and market regulations, including but not limited to, approving all periodic
disclosures, quarterly reports, annual reports, and beneficial ownership schedules, (ii) hiring of counsel, auditors and accountants,
(iii) evaluating and selecting investment bankers and brokerage firms, (iv) sourcing of day-to-day and major acquisitions and other
corporate initiatives, (v) acquiring goods and services recommended by the Ghana Committee, see Section 5(b), below, (vi) recommending,
evaluating and securing the commercially reasonable amount of commercial and liability insurance, (viii) entering into a marketing
and naming rights agreement with a company of its choosing, which may be Yilaime Corporation, an affiliate and controlling shareholder
of AmericaTowne; and (vii) any other commercially necessary and reasonable services
benefiting Nationwide. This committee will report directly to the Board of Directors, and the officers of the Nationwide Public
Entity shall implement the directives of the committee.



 


			(b) The Ghana Committee. It is anticipated that the “Ghana Committee” will operate
under the sole direction of the Accountable Manager of Nationwide, and will be responsible for the day-to-day operations in Ghana
and the operational recommendations to the Board of Directors, and to the Operations and Ethics Committee, related to any and all
aspects of Nationwide’s financial services business, including but not limited to, (i) final decisions concerning day-to-day
operations of the savings and loans programs, (ii) determination of personnel employed in support of savings and loan service operations
including the managing director, human resources, customers, operations, sales and marketing, quality assurance, and accounting
and payroll, and (iii) any other commercially necessary and reasonable services benefiting Nationwide and the Nationwide Public
Entity. This committee will report directly to the Board of Directors, and the officers of the Nationwide Public Entity shall implement
the directives of the committee.



 


6.Universal Merchant
Bank Loan. Nationwide has represented to AmericaTowne that it has the means and ability to ensure the participation and funding
of Universal Merchant Bank (“Universal”) to support Nationwide, through a loan to Nationwide, on behalf of Nationwide,
in the amount of $1,000,000 (USD) (hereinafter referred to as the “Universal Loan”). Unless otherwise agreed to by
the Parties, the Universal Loan will be considered a debt on the books of Nationwide. Nationwide has provided written evidence
from Universal of Universal’s forthcoming commitment to provide a Standby Letter of Credit. The Universal Loan shall be funded
by or before July 30, 2016 in the form of a Standby Letter of Credit callable in twelve (12) months or another acceptable form
of credit and/or guarantee, as approved by AmericaTowne exercising its sole discretion. AmericaTowne will provide instructions
for delivery of the Standby Letter of Credit. The funding of the Universal Loan is a condition precedent to AmericaTowne’s
ongoing performance under this Agreement, which can only be waived by AmericaTowne in writing. If Nationwide fails to provide the
Universal Loan, or an otherwise acceptable funding facility, as determined solely by AmericaTowne, this Agreement may be immediately
declared null and void by AmericaTowne.


 


 



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7.Licenses and
Rights. Subject to any future resolution by Nationwide, any and all registrations and licenses and rights shall be assigned
to the Nationwide Public Entity for the joint use of the Parties under this Agreement. Nationwide shall be responsible for and
ensure any and all licenses required to operate as a savings and loan are maintained and kept current.


 


8.Ownership in
Nationwide Ghana and Board Membership. As additional consideration under this Agreement, Nationwide agrees to issue AmericaTowne
a total of 25% of its issued and outstanding shares in Nationwide, which shall be unencumbered and not susceptible to any claims
by third-parties, and the equivalent number of board seats on Nationwide.


 


9.AmericaTowne
Service Provider Agreement. By or before July 30, 2016, as a condition precedent of effectiveness of this Agreement,
Nationwide will execute a Service Provider Agreement in the same or similar format as disclosed by AmericaTowne in its public filings,
whereby Nationwide would utilize the AmericaTowne platform in performing mutually agreed upon services for Nationwide’s operations
(and those of the Nationwide Public Entity) in an amount equal to or greater than $1,250,000 (USD). AmericaTowne shall determine
the terms of payment. Furthermore, Nationwide agrees that AmericaTowne would be required to disclose the contents of this related-party
agreement in public filings for AmericaTowne and the Nationwide Public Entity.


 


10.Employment
Agreements with Restrictive Rights. To rapidly develop and grow the Nationwide Public Entity, at the sole discretion of AmericaTowne,
key individuals, some of whom are affiliated with either AmericaTowne or Nationwide, will be offered employment agreements or independent
contractor agreements with the Nationwide Public Entity. AmericaTowne, at its sole discretion, will determine the terms and conditions
of employment or independent contractor relationship.


 


11.Professional
Services. At this time, AmericaTowne represents that it
intends on using the services of the law firm of Paesano Akkashian Apkarian, P.C. (hereinafter referred to as “PAA”)
to represent AmericaTowne and the Nationwide Public Entity. In addition, AmericaTowne intends on using the services of Edgarfficient,
LLC, as the company’s EDGAR Agent, and a suitable auditor as part of the acquisition process. The costs and expense associated
with these services shall be agreed upon in a corporate resolution executed by the Nationwide Public Entity. The Parties acknowledge
that, in a separate correspondence, PAA has adequately and sufficiently disclosed the potential for conflict of interest in representing
AmericaTowne and the Nationwide Public Entity, and that by signing below, Nationwide ratifies it prior waiver of the conflict.


 


12.Use
of Funds in Offering. The Parties intended use of funds schedule is attached hereto as Schedule B. This Schedule B is
subject to modification and finalization in any resolution of the Board of Directors for Nationwide, or future registration statement.


 


13.Books
and Records. Nationwide will ensure at all times financial accounts, books and records are promptly disclosed and made available
to AmericaTowne and the Nationwide Public Entity for preparation of periodic disclosures, and quarterly and annual reports to the
SEC.


 






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14.Funds
Advanced. Any funds advanced by either Party in the carrying out of this Agreement shall be immediately reimbursed to the Party
incurring the expense through either Universal investment and/or capital provided by AmericaTowne, and/or a working capital account.


 


15.Entire
Agreement. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement
except as expressly provided in this Agreement, or as subsequently amended.


 


16.Amendment.
The Parties agree that this Agreement can only be amended in a writing signed by the Parties.


 


17.Assignees.
This Agreement will inure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators,
successors and permitted assign.


 


18.Titles/Headings.
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.


 


19.Governing
Law. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and
all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law
of any other forum, by the laws of the State of North Carolina, without regard to the jurisdiction in which any action or special
proceeding may be instituted.


 


20.Severability.
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other
provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder
of this Agreement.


 


21.Waiver.
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party
will not be construed as a waiver of any subsequent breach of the same or other provisions.


 


22.Counterparts;
Electronic or Facsimile Signature. This Agreement may be executed in one or more counterparts, each of which shall be deemed
an original but all of which together shall constitute one and the same instrument. Signatures on this Agreement may be communicated
by facsimile and or other electronic transmission and shall be binding upon the parties hereto so transmitting their signatures.
Counterparts with original signatures shall be provided to the other parties hereto following the applicable transmission; provided
that the failure to provide the original counterpart shall have no effect on the validity or the binding nature of this Agreement.


 






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23.Legends and
Disclosures Regarding Shares. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER
AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES ISSUED THROUGH THIS AGREEMENT HAVE NOT BEEN
RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMON OR REGULATORY AUTHORITY. FUTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED
THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENSATIONS TO THE CONTRARY IS A CRIMINAL DEFENSE. FURTHERMORE,
THE SECURITIES ISSUED THROUGH THIS AGREEMENT ARE SUBJECT TO RESTRICTIONS ON TRANSFERBILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT
TO REGISTRATION OF EXEMPTION THEREFORM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.


 


IN WITNESS WHEREOF, the
parties hereto have caused this Schedule to be executed and delivered as of the date set forth above.


 


AMERICATOWNE, INC.


 





By: /s/Alton Perkins


Alton Perkins


Chairman of the Board


Authorized by Board of
Directors


 


NATIONWIDE MICRO FINANCE LIMITED


 





 By: /s/Joseph Edu-Quayson


 Joseph
Edu-Quayson


 Executive Director






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Schedule A


 


	 	A
    -Shares Percent*	A-Selling
    Shares	A-Shares
    After Sell*	Control
    Shares
	Entity	 	 	 	B
    Share Percent
	AmericaTowne	45%	 	37%	51%
	 	 	 	 	 
	Nationwide
    Ghana	45%	 	37%	49%
	 	 	 	 	 
	 	 	 	 	 
	Acquired
    Company Current Shareholders	10%	 	6%	 
	 	 	 	 	 
	Nationwide
    Corp Direct Offering	 	20%	20%	 
	 	 	 	 	 
	Total
    Shares Outstanding	100%	20%	100%	100%
	 	 	 	 	 
	*
    Estimates	 	 	 	 


 


Note: Subject to any applicable laws or regulations
associated with either class of shares, this Schedule A may be adjusted to account for and maintain the controlling interests of
the B Shares.


 


 



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Schedule B


 


	 	 	 
	Use	Amount	 
	Minimum
    Stock Sales -	$8,500,000	 
	SBLC
    Bank - Discounted	830,000	 
	Cap
    Structure	 	$9,330,000
	Escrow
    - to Nationwide Ghana	$6,500,000	 
	Fees
    for Funding & Management	300,000	 
	Fees
    to Acquire Public Trading Company	425,000	 
	Legal
    & Professional Public Company fees	238,000	 
	Equipment
    & Supplies - AT Invoice	1,250,000	 
	Total
    Uses	 	$8,713,000
	Working
    Capital	 	$617,000


 








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