WAREHOUSE LEASE ARGEEMENT

This agreement of lease (“Lease Deed”) dated December 15,2023 is executed by and
amongst:
Kamar Hussein Elemo owner of a warehouse located at Oromia Region, West Arsi Zone,
Shashemane Town, Faji Sole Kebele, House No: New, Business licence:
ORO/WAZ/SHW/04/4453/4293176/2014, Representative: Kamar Hussein, tell:0911708679
(Hereinafter referred to as the “lessor”, which expression shall unless repugnant to the
context or meaning hereof, be deemed to include its successors, and permitted assigns).
And
Soufflet Malt Ethiopia SC, A company incorporated in Ethiopia with its registered office at
Addis Ababa, Bole sub city, Woreda 11, House No. BLIP-Soufflet having TIN No.
0052379220, Business license No: EIC-IP/24713/09 (hereinafter referred to as the “Lessee”,
Which expression shall unless repugnant to the context or meaning hereof, be deemed to
include its successors, and permitted assigns).
The Lessor and the lessee are hereinafter individually referred to as the “party” and
collectively referred to as the “Parties”.
Whereas:
A. The lessor is the sole and exclusive owner and in possession of the outer space located
at Shashemane Town, West Arsi Zone, Faji Sole Kebele, House No: New two
warehouses’ buildings with total inside area of 2700 m2 (two thousand seven-
hundred-meter square), With a compound yard.
B. C. The lessee requires a space to collect barley and store the same and has approached
the lessor to take the demised premisses on lease from the lessor and the lessor have
agreed to give the compound complex of the demised premises.
The lessor is fully authorized and empowered to let out/grant the demised premises on
lease upon such terms and conditions as contained in this lease deed.
NOW THEREFORE, in consideration of the promises and covenants set forth herein and
after and for other good and valuable consideration, the receipt, adequacy and legal
sufficiency of which are hereby acknowledged, the parties have agreed that the demised
premises be leased by the lessor to the lessee, for use by the lessee assist barley collect centre
and seed reception and processing centre during the term of the lease deed, with effect from
the lease commencement date (as defined hereinafter) on the terms and conditions contained
herein after.
1. Definition and Interpretation
1.1 Definitions
In addition to the capitalized terms defined in the introduction to this lease deed
and other parts of this lease deed in parentheses, whenever used in this lease deed,
unless repugnant to the meaning or context thereof, the following expression shall
have the meaning set forth below:
“Affiliate” means with reference to any person, any other person controlling or
controlled by or under common control with such person, and where a person is a
natural person, “Affiliate” includes such person’s spouse and lineal ascendants
and descendants.
“Buildings” means the four-structure located at Shashemane Town, West Arsi
Zone, Faji Sole Kebele, House No: New, with space for loading unloading,
processing of barley and seeds and agricultural inputs.
“Building complex/Demised premises” means the area surroundings the
building that is as described in the schedule I. That is given on lease by the lessor
to the lessee.
“Business Day” means any day on which commercial banks in Addis Ababa are
open for business, which is not a Saturday or Sunday, or a holiday.
2. Demised Premises
In consideration of the lease rent (as defined in clause 4 below) reserved and agreed to
be paid by the lessee to the lessor, the lessor hereby demises to the lessee, and the
lessee hereby accepts the demise by the lessor, by way of lease, the demised premises,
together with the right to use the space surrounding the building complex at
Shashemane Town, West Arsi Zone, Faji Sole Kebele, House No: New, (“Lease”)
for the term set out in clause 3.
3. Lease Term
3.1 The lease will commence on and with effect from the lease commencement date
and subject to clause 9, will continue to be in full force and effect until the
December 14, 2024, or for One year (The “Lease term”).
4. Lease Rent
4.1 In consideration of the lessor granting to the lessee the lease of the demised
premises, the lessee hereby agrees and shall pay to the lessor lease rent of ETB
140 ETB/meter square which is 378,000 per month (three hundred seventy-
eight thousand) excluding TOT or proportionate amount depending upon the
number of days (“Lease Rent”).
4.2 The lessee shall make each payment of the lease rent in full after having added the
applicable TOT and deducted the applicable withholding tax.
4.3 The lease rent shall payable once for three months at latest 15th day of the
following the month.
4.4 The lessor shall make a payment request at least ten days before the due date of
the lease rent.
5. Occupation and use of Demised Premises
5.1 The demised Premises shall be used by the lessee and its officials along with its
labour force for the procurement and storage of barley, Seed collection and
processing and any other matters ancillary thereto (“permitted Use”).
5.2 Subject to applicable law, the lessee shall be entitled to occupy and use the
demised premises 24 (Twenty-four) Hours a day during the lease term with
uninterrupted access to the demised premises, common areas and all other services
that shall be provided by the lessor in accordance with the provision of this lease
deed.
5.3 The lessor sham complies with all present and future laws, statutes, Ordinances,
Regulations, and requirements of any governmental authorities in respect of the
demised premises.
6. Lessee Covenants
The Lessee agrees as follows:
a) It will observe and comply with the covenants, terms, and conditions of the lease
deed.
b) It will upon the expiry or sooner determination of the lease term, as the case
maybe, surrender and hand over the possession of the demises to the lessor.
c) I will use the demised premises for the procurement of barley and seeds from the
farms, bagging the barley procures and process the seeds, stacking the barley and
seeds, store it and dispatch the same whenever needed.
d) It shall be confirmed that the lessee shall allow the lessor or his authorized person
to inspect the premises at all reasonable hours of the day respecting a notice time
of 72 hours.
e) f) It will bear the electricity and water expenses.
It will also be liable for any damage if caused to the building or building complex
so caused by the lessee of its officers, employees, or any person or thing.
7. Lessor Covenants
a) It will bear at his own expense all the tax link to the ground and the building.
b) It will ensure the availability of the following facility to the lessee.
• Space for loading, unloading, drying, bagging and storage of barley.
• Electricity connection
• Drinking water, Sanitary disposal, electricity, office, guards house etc, as
required for usage of demise premise for the purpose of collect centre.
c) It will maintain suitable use of the compound and common areas with lessor or the
other lessee.
d) It will make sure that all the doors, windows, ventilations ae well fixed, and
fences are suitable for security before handing over to the lessee.
e) It will device mechanisms of utilities bill settlement with the other lessees or with
the remaining warehouse user.
8. Force Majeure
In case the demised premises shall at any time be destroyed or damaged, by any event
not within control of the lessee such as act of God, natural causes, riot, civil
commotion, terrorist attack and such like events (“Force Majeure”) so as to be wholly
or partially unfit for the use of the lessee then the lease rent or proportionate part
thereof according to the damage sustained shall cease to be payable from the time of
such destruction or damage until the demised premises shall be reinstated. The lessor
shall upon such reinstatement be bound to put the lessee in possession of the demised.
If the force majeure period continues beyond 30 (thirty) consecutive days, the lessee
will have the option to terminate the lease deed without serving any notice of
termination.
9. Stamp Duty and Legal Costs
This lease deed shall be executed in duplicate. Stamp duty, legal charges and
registration changes on the lease documentation and registration shall be borne by the
lessee.
10. Assignment/sub-Lease
The subsidiaries, affiliate, holding companies and other associated entities of lessee
shall be entitled to use the demised premises as part of the lease deed. In addition, the
lessee shall not be entitled to assign the lease deed or sub lease the demised premises
(or any portion thereof), which are in position of the lessee, to any third party without
lessor’s prior consent or approval.
11. Notice
Any notice to be given by any party under this agreement shall be in writing. Such
notice shall be delivered by hand, air mail,(Postage prepaid), reputed overnight
courier service, to the party to which it is addressed at such parties address specified
below or at such other address as each party shall from time to time have designated
by fifteen (15) days of written notice and shall be deemed to have been duly given or
made when delivered as aforesaid.
12. Governing Laws and Jurisdiction
This lease deed and all obligation arising in any way whatsoever out of or in any
connection with this lease deed are governed by Ethiopian law.
13. Expiration and Holding Over
13.1 The lease shall expire as per clause 3.1 or two-months written advance notice
given by the lessee or lessor. The lessee may continue to occupy and continues to
pay lease rent for the demised premises after the expiration of this lease deed with
the consent of the lessor, and with further written agreement, lessee shall be a
lessee from month to month after the agreed escalation in rent as mutually agreed.
13.2 The said monthly tenancy shall commence from the first of the expiry of the
lease term. The lessee shall give to the lessors 30 (Thirty) days of written notice of
any intention to vacate the demised premises during such monthly tenancy after
completion of lease term as described in clause 3.1.
13.3 The parties shall consult each other to settle any dispute that may arise among
them that for any reason such dispute cannot be resolved amicably by the parties
in terms of this agreement, the same shall then be referred to appropriate court,
subject to jurisdiction at Addis Ababa.
14. Entire Agreement
This lease deed constitutes the sole agreement between the parties hereto regarding
the subject matter hereof and shall supersede all prior agreements, memoranda of
understanding, instruments, or other documents between the parties hereto with
respect to the subject matter hereof.
15. Amendments and Modification
No modification or amendment to the lease deed and no waiver of any of the terms or
conditions thereof will be valid or binding unless made in writing and duly executed
by both parties or agreed by both.
16. Partial Invalidity
If any provision of this lease deed, or the application thereof to any person or
circumstance will be invalid or unenforceable to any extent for any reason, including
by reason of any law or regulation or government policy, the reminder of the lease
deed, and the application of such provision to persons or circumstances other than
those as to which it is held invalid or unenforceable will not be affected thereby, and
each provision of the lease deed will be valid and enforceable to the fullest extent
permitted by applicable law. Any invalid or unenforceable provision of the lease deed
will be replaced with provision, which is valid and enforceable and most nearly
reflects the original intent of the unenforceable provision.
In Witness whereof, the parties have entered this lease deed on the day and year first above
written.
Lessee Lessor
Name: ________________________ Name: _________________________