LEASE AGREEMENT

RE: LEASE AGREEMENT FOR OFFICE SPACE ERECTED ON LAND REFERENCE

NUMBER NO. 11/242 TO TRIKEKO LIMITED (“the Tenant”) BY LEXO ENERGY KENYA
LIMITED (“the Landlord”) actual clauses of this lease agreement between Lexo and
the Tenant.

THIS LICENSE AGREEMENT is made 15th March 2023 BETWEEN: -

1. LEXO ENERGY KENYA a limited liability company incorporated in Kenya of Post
Office Box Number 22428-00500 (hereinafter called the “Licensor” and together
“The Parties”); and

2. TRIKEKO LIMITED of Post Office Box Number 364 KITALE, KENYA (hereinafter
called the
“Licensee” and together “The parties”)

WHEREAS: -
A. By virtue of a Lease dated 22nd November 2017, the Licensor is the Lessee of ALL
THAT property known as “OFFICE” at Lexo Energy Kitale Station the Building
erected and being thereon (the “Building”).
B. The Leaser has at the request of the Leasee agreed to allow the Licensee to enter
upon a portion of Fifty-five Square Meters (55 Sq. Mts) (hereinafter called the
“Premises”) to carry on the business of operating a Barber Shop (hereinafter called
the “Business”).

C. The parties have agreed to record their mutual understanding in the terms set out below.

1. Lease
The Licensor gives permission to the Licensee to use the Premises or such other
premises as the Licensor allocates to the use of the Licensee which allocation may
be changed by the Licensor without previous notice at any time or times, for
purposes of the Licensee’s Business. Nothing in this license confers on the
Licensee any exclusive right to the enjoyment of the Premises or any greater
interest than a license.

2. Duration
This license shall endure for a period of Five years Three Months from 15 th March
2023. Thereafter the Licensee shall have the option to hold over on the same
terms unless this license is terminated in accordance with Clause 9 below.

3. Lease Fee
The Lease shall pay to the Licensor a monthly license fee of Kenya Shillings Twenty
Thousand Shillings only (Ksh 20,000 inclusive VAT) for six months from April 2023,
by the 5th day at the beginning of every month and thereafter, Kenya Shillings
Twenty-Five Thousand Shillings only (Ksh 25,000 inclusive VAT) by the 5th day at
the beginning of every month.

4. Deposit
4.1. The Licensee shall pay a deposit equivalent to two month’s rent of
Kenya Shillings Forty thousand (Ksh 40,000) (the “Deposit” as security for
the performance by the Licensee of his/her/their obligations under this
license.
4.2. The Deposit will be retained by the Licensor until the termination of this
license whereby the Deposit or the balance remaining after any deductions
effected pursuant to any provisions of this license shall be refunded to the
Licensee without interest.

4.3. The Licensor shall be entitled at any time to apply the whole or any
part of the Deposit in fulfillment of the Licensee’s obligations under this
license and upon such application the Licensee shall be required to
immediately replenish the amount utilized.

5. Covenants of the Lease

The Leasee agrees with the Leaser as follows: -

5.1. To use the Premises for the Business only.

5.2. Not to make any alterations including the installation of any partitions
to the structure without the written consent of the Licensor.

5.3. Not to do or permit to the done any act or thing on or near the Premises
which may be or become a nuisance or inconvenience or cause damage or
annoyance to the Licensor or other person or which may infringe any laws.

5.4. To pay at his/her/their cost of any electricity or water consumed.

5.5. To pay at his/her/their cost for security for the structure and
his/her/their goods or property; and

5.6. To pay at his/her/ their cost for garbage.

5.7. On the termination of this license to forthwith remove his/her/their goods

or structure from the station.

5.8. The licensee is entitled to the parking area with Three (3) parking slots
reserved for the Licensee’s customers (Common Area), without paying any
charges,

5.9. To maintain the structure and keep it clean and ensure that garbage is not
dumped in the surrounding area to the discomfort of residents in the area.

5.10. That it shall use its best efforts to ensure that the barber shop is
operational during the entire term of this agreement.

5.11. To obtain any license(s) or consent(s) necessary for the operation of the
barber shop from the relevant authorities at the licensee’s cost & expense.

5.12. Comply with all requirements and regulations of the Ministry of Health,
County Council of Nairobi and or any other body or Authority on that behalf.

5.13. Not to interfere with the forecourt operations of the service station and to
co-exist with any other tenants on the Premise/Property.

5.14. To permit Lexo Energy to inspect the structure during working hours with
regard not to disrupt licensee’s work throughout the term herein created for
purpose of viewing the state and condition of the said Structure.

5.15. The licensee shall keep the licensor indemnified against all liabilities,
claims, actions and proceedings whatsoever which maybe brought,
commenced and/or prosecuted against him by reason arising out of the
barber shop.

6. Not to assign
It is agreed that this license Agreement is personal to the Licensee and the
Licensee shall not assign it or part with or share possession of the structure except
 with the Licensor.

7. Liability
The use of the structure by the Licensee shall be done entirely at the risk of the
Licensee to the intent that the Licensor and the Owner are in no way responsible
for any loss or injury of any
 kind whatsoever or howsoever arising or occurring suffered by the Licensee,
his/her/their business or by the Licensee’s servants, employees, agents or invitees
whether or not such loss, damage or injury was caused or contributed to directly or
indirectly through the negligence or default of the Licensor or the Owner or of the
employees or agents of the Licensor or the Owner or of any other person.

8. Relocation
Licensor shall have the right to require Licensee on sixty (60) days’ notice to relocate to
another location (the “Relocated structure”) in an existing or future building within
the station premises. The location, size and configuration of the Relocated
Premises shall be in Licensor’s sole discretion. On the date of the relocation the
Base Rent shall be adjusted based on the size of the Relocated Structure, and all
references in this Lease to “Structure” shall be taken to refer to the Relocated
Structure. Licensor shall reimburse Licensee for its reasonable out of pocket
relocation expenses. Licensor’s failure to deliver possession of the Structure as
required shall constitute an immediate and material default hereunder.

9. Termination

9.1 If the Licensee commits a breach of any of the agreements or

restrictions in this License the Licensor may terminate this License
forthwith without any notice whatsoever.

9.2 The Licensor may terminate this License Agreement at any time upon
giving the Licensee a One (1) month termination notice.

9.3 The Licensor may terminate this Licence with immediate effect and
without notice if any of the following events occur: -

i) If the Licence Fee is not paid by the due date and is overdue for
more than Fifteen (15) days whether the Licensor shall have issued a
demand notice or not,

(ii) A receiver or manager is appointed in respect of the Licensee’s

affairs or the whole or any part of its property or undertaking,

(iii) The Licensee enters into any arrangement or composition with

creditors (including for the avoidance of doubt any voluntary
arrangement within the meaning of the Company’s Act (Chapter
486, Laws of Kenya).

(iv) The interest of the Licensee under this Licence is taken in execution in
any Court of Law.

(v) The Licensee commits any grave breach or persistent breaches of this
Licence.

(vi) The Licensee is in breach of the Licensor’s Health, Safety,

Security

And Environment (HSSE) Commitment and Policy.

(vii) The Licensee is in breach of the applicable Anti Bribery Laws

(viii) The Licensee has its licenses or permits revoked or suspended

10. Governing Law

This Agreement shall be governed and construed in accordance with the laws of Kenya.

11. Whole Agreement

This Agreement contains the whole agreement and understanding between the
parties relating to the matters provided for in this license Agreement and
supersedes all previous agreements (if any) whether written or oral between the
 parties in respect to such matter.

12. Force Majeure

(i) If an impediment beyond the reasonable control of a Party such as and
including but not limited to:
 a) War, whether declared or not, terrorism, civil war, civil violence, riots and
revolutions, acts of piracy, acts of sabotage.

b) Natural disasters such as violent storms, cyclones, earthquakes, floods and

destruction by lightning.

c) Explosions, fires and destruction of plant, property, premises, Petrol

Service Station, equipment, machinery and machines and of any kind of
installations.

d) Boycotts, strikes and lockouts of all kinds, go-slows, suspension of

labour, labour disturbances, interference by trade unions, occupation
of or work stoppages.

e) Acts of any arm of government, local authority or regulator, whether

lawful or unlawful which renders performance of the terms of this
agreement impossible.

f) The prohibition of the implementation of this Agreement by the Competition

Board ERC, NEMA or any other regulator or their successor in title.

occurs, the obligations of a Party, other than the obligations to make payments of
outstanding money, shall be suspended during the period and to the extent that
such Party is prevented or hindered from complying with them by Force Majeure.

(ii) In such circumstances, the affected Party shall give notice of suspensions as soon
as reasonably possible to the other Party stating the date and extent of
suspension and the cause. Any Party whose obligations have been so suspended
shall resume the performance of such obligations as soon as reasonably possible
after the removal of the cause and shall so notify the other Party.

(iii) If a Party's obligations are suspended in accordance with clause 8(i) above for a
continuous period of thirty [30] days or more, either Party may terminate this
Agreement with immediate effect by notice in writing, to the other Party.

(iv) Any such termination will result in the payment to the Parties of monies owing to
them by the other. If the Force Majeure event involves damage to or destruction
of records required for the calculation of monies owing under this Agreement, the
Parties shall use their best endeavours to determine monies owing and, in the
absence of such joint determination, Lexo Energy's reasonable determination shall
be final.

13. Dispute Resolution

The Parties shall try to settle quickly and amicably any dispute arising out of or in
connection with this Agreement, including any question regarding its existence, validity,
or termination. The Parties shall in the first instance attempt to reach an amicable
solution through deliberations of the parties nominated representatives.
If the parties fail to reach settlement within ten (10) days from the first written notice by
one Party to the other Party that a dispute exists, the Parties may by mutual agreement
refer the dispute to an
Expert mutually agreed on between the Parties. The Expert shall nominate and set time to hear
each
Party and thereafter he shall render his decision. The proceedings before the Expert shall
not be regarded as an arbitration and the laws relating to commercial arbitrations shall
not apply provided that the Expert shall resolve the dispute in accordance with the laws of
Kenya. The decision of the

Expert shall be final and binding upon the Parties upon delivery to them of the Expert’s
written determination, save in the event of fraud or manifest error.

If the dispute is not resolved by the Expert, or in the event that either Party declines the
reference of the dispute to an Expert, the dispute shall be referred pursuant to the
Arbitration Act of Kenya or any statutory modification or re-enactment thereof to
Arbitration.

Each Party shall appoint one Arbitrator within two weeks of the Arbitration notice, which
may be issued by either Party. The two Arbitrators shall jointly appoint the third Arbitrator
who shall be a member the Law Society of Kenya or the Institute of Arbitrators. Such third
Arbitrator shall be the Chairman of the Tribunal.

The Parties irrevocably agree that the decision of the arbitrator in these arbitration
proceedings shall be binding on them, shall be carried into effect and may be made an
order of any Court of competent jurisdiction.

Unless otherwise agreed in writing by all the Parties, any such negotiation, mediation or
arbitration shall be held in Nairobi
Notwithstanding the provisions of this clause, either party may in its sole discretion at any
time if it so elects, institute legal proceedings against the other:

i. for recovery of any monies due to it by the other Party; ii.

for specific performance by the other Party; iii. for any urgent

relief as it deems necessary and appropriate, under this

Agreement in any Court with jurisdiction over the dispute;

Notwithstanding anything to the contrary contained in this clause any Party shall be
entitled to apply for, and if successful, be granted, an interim Order from any competent
court having jurisdiction.

14. Relationship of parties.

The relationship between the parties herein is solely that of Licensor and Licensee. The
Licensee is an independent business concern and in no way the Licensor’s representative
or agent, the Licensor and the Licensee being separate and distinct entitles.

15. Variation.
This agreement supersedes all other prior agreements between the parties hereto and
constitutes the only legal and binding document between the parties in relation to its
subject matter unless and until amended by a mutually acceptable and duly signed
document by authorised representative of the parties hereto.

15. Confidentiality.
Both parties shall keep all information concerning each other’s customers, markets,
business methods, services or future plans of that party or of their affiliates revealed,
obtained, or developed in the course of this Agreement, confidential and proprietary. The
parties shall require their affiliates, employees, agents and subcontractors to maintain
the confidential information strictly confidential to the same degree as is required of the
parties in this agreement PROVIDED THAT these restrictions shall not apply to any
information relating to either party which prior to the execution of this agreement
 was in the public domain AND PROVIDED FURTHER THAT the obligation of confidentiality
shall survive the termination of this agreement for a period of Five (5) year.
IN WITNESS WHEREOF this Agreement has been duly executed by the parties hereto the
day and year above first above written.

SEALED with the common seal of the Licensor )

……………………………………………………. )
In the presence of: - )

Director )

Director/Secretary )

)
)

SIGNED by the Licensee )

In the presence of: - )

Advocate )

Drawn by: -
Mulanya & Maondo Advocates

Woodlands Business Park, 5th

Floor Kiambere Road, Off Upper

Hill Road

P. O. Box 51992 – 00100

NAIROBI
DESCRIPTION OF THE PREMISES

Station Location LR No. Registered Owner Space in SQM

Kitale Kitale 11/242 LEXO ENERGY KENYA LTD 55

APPENDIX A: ANTI – CORRUPTION UNDERTAKINGS

1. Definitions:

(a) ” Corrupt activities” means offering or giving or agreeing to give any person in the
service of the other party, a public official, government authority department or state
corporation or anyone whatsoever any gifts or consideration of any kind as an
inducement or reward for doing or forbearing to do or for having done or forborne to
do ant act in relation to the obtaining or
 execution of this or any other contract with the other party or for showing or
forbearing to show favor or disfavor to any person in relation to this or any other
contract.

(b) “Public Official” means an elected or appointed official, employee or agent of any
national, regional or local government/state or department, agency or instrumentally
of any such government/state or any existence in which such a government or state
owns, directly or indirectly, a majority or controlling interest; an official of a political
party; a candidate for public office; and any official, employee or agent of any public
international organization.

(c) “Close family Member of a Public Official” means a husband/spouse or partner, one of
his/her children, siblings or parents; the husband/spouse or partner of his/her
children or siblings; or any household member.

(d) “Affiliate(s)” means in relation to any company, at any time, any other entity:

(i) In which such company directly or indirectly controls more than fifty percent
(50%) of the registered capital or rights to vote; or

(ii) Which directly or indirectly controls more than fifty percent (50%) of the
registered capital or rights to vote of such company; or

(iii) Of which an entity as mentioned in (b) here-above controls directly or

indirectly more than fifty percent (50%) of the registered capital or rights to
vote; or

(iv) In which such company (or other legal entity) or any of its affiliates, as defined
under paragraphs (a) or (b) or (c) above, owns or controls, directly or
indirectly, less than fifty percent (50%) of the outstanding stock carrying the
right to vote or appoint directors at a general meeting of such company ( or
other legal entity) but in which said company or any of it’s affiliates exercise a
real supervision relating to the operations or the direction of such company (or
other legal entity)

2. Parties in recognition of these principles enshrined in the pertinent international

and regional conventions on combating corruption and to ensure compliance
with the anti-corruption laws applicable to the activities under the Contract and
any other anti – corruption laws otherwise applicable to the parties, do hereby
commit to avoid, prevent and take action against any corrupt activities in all
forms.

3. Each Party, in respect of the Contract and the matters that are the subject of the
Contract, warrants that neither it nor its knowledge anyone on its behalf, has
made or offered nor will make or offer any payment, gift, or promise or give any
advantage, whether directly or through an intermediary, to or for the use of any
Public Official, where such payment, gift, promise or advantage would be for
purpose of:

(I) influencing any act or decision of such Public Official;

(ii) inducing such Public Official to do or omit to do any act in violation of his or her lawful duties;

(iii) securing any improper advantage; or

(iv) Inducing such public Official to use his or her influence to affect any act or
decision of any department, agency, or instrumentality of any government or
public enterprise.

4. Each Party, in respect of the Contract and the matters that are subject of the
Contract, warrants that it has not made or offered and will not make or offer any
payment, gift or promise or give any advantage, whether directly or through
intermediaries ,to or for the use of nay person (other than a Public Official) in so
far as such payment, gift, promise or advantage would be for purposes of
 inducing such person to do or omit to do any act in violation of his or her lawful
duty or to secure any improper advantage, or otherwise to do or refrain from
doing something that would violate the laws applicable to the activities under the
contract.

5. Each Party shall cause its personnel, agents and subcontractors (as the case may
be) to undertake the obligations set forth in this Attachment and to warrant the
same under the terms of their agreements with any subcontractors or agents in
relation to this Agreement.
 6. Without prejudice to any other rights or remedies a party may have under this
Contract or at law, including but not limited to damages for breach of the
Contract, if any of the undertakings or requirements of this Appendix have not
been compiled with or fulfilled by the other party in any material respect, the first
mentioned party shall have the right to suspend and / or terminate the Contract
with immediate effect.

LICENSE AGREEMENT FOR BARBER SHOP SPACE ERECTED ON LAND REFERENCE NO.
11/242 TO KEVIN KOCHELI (“the Licensee”) BY LEXO ENERGY KENYA LIMITED (“the
Licensor”)

During negotiations for the License agreement (hereinafter called the “License”) dated
15th March 2023 for the above-mentioned premises the parties to the License at the
request of the Licensee agreed as follows without prejudice to the terms and conditions
contained in the License: -

That despite the License providing that the License is for a term of 5 years 3 months, the
agreed License term is for one year and the Licensee may surrender the License created
at any time after six(6) months from the commencement of the License upon the giving of
at least One (1) month prior notice in writing by the Licensor of the licensor’s intention to
terminate the license AND IT IS ALWAYS THAT the Licensee will not by reason of this letter
claim the rights and protection of a controlled tenancy under the provisions of the
Landlord and Tenant (Shops, Hotels and Catering Establishments) Act, Chapter 301 of the
laws of Kenya or any other laws amending or replacing the same and will on termination
yield up possession of the premises in accordance with the covenants contained in the
License.

SIGNED for and on behalf of the Leaser

) in the presence of: -

Advocate )

SIGNED for and on behalf of the Leasee

) in the presence of: -

 )

)
Advocate
Drawn by: -
 Mulanya & Maondo Advocates

Lexo Energy Kenya Limited

Registered office:
ACS Plaza, Lenana Rd. | 3rd Floor | South Wing
PO BOX 22428
Nairobi | 00505 | Kenya

Woodlands Business Park, 5th

Floor Kiambere Road, Off Upper

Hill Road

P. O. Box 51992 – 00100

NAIROBI

COMMITMENT TO GOAL ZERO

The safety of our employees, customers, stakeholders, and communities is vitally important. From the
way we operate, to the products we develop, to how we partner with customers and stakeholders, our
goal is zero: zero accidents, zero incidents, and zero environmental releases.

To this end its Lexo Energy Limited expectations’ that you will read through and understand the
Lifesaving Rules and commit to adhering them at all times during your operation to safeguard the
People, Environment Assets and Reputation.

I...................................................................................do commit to have read, understand, and agree to

enforcing ALL the above LIFE SAVING RULES on this date of

………………………………………………

Signature ………………………………….
Lexo Energy Kenya Limited
Registered office:
ACS Plaza, Lenana Rd. | 3rd Floor | South
Wing PO BOX 22428
Nairobi | 00505 | Kenya

LEXO ENERGY GRIEVANCE POLICY FOR DIRECT & INDIRECT STAFF

 Lexo Energy grievance policy applies to both direct and contracted Staff. Lexo Energy Limited is
committed to creating a conducive work environment where employees feel that they have channels
through which any work-related concerns can be expressed and addressed fairly and equitably.

In the interest of maintaining an agreeable, harmonious working environment for all, it is advisable that
matters giving rise to grievances should be addressed informally as far as possible.

If the initial informal approach to discuss the matter by a direct or indirect staff with their respective line
manager fails to produce a satisfactory solution, then a formal procedure may be followed to attempt to
resolve the grievance. This would include the following steps:

I. Should some matter of significance to the direct or indirect staff be incapable of resolution
through the informal approach between them and their line manager, then the grievance should be
brought to the attention of Lexo Energy HR in the form of a written note of grievance.
II. Lexo HR, on receipt of the note of grievance from an employee, will make efforts to identify the
exact nature and cause of the grievance and take appropriate action to remedy the matter.
III. Lexo HR may arrange a meeting with the direct or indirect staff and other concerned parties for
discussion and further information on the circumstances giving rise to the grievance.
IV. All direct & indirect staff will have access to Lexo HR email help desk to aid in resolution of
issues and as a feedback channel.
V. Lexo HR will undertake an investigation into the grievance and submit a case report outlining the
findings and any action taken as well as a response to the direct or indirect staff.
VI. If the direct or indirect staff receives a reply to his/her written note of grievance which does not
satisfy him/her as to the action being proposed, the direct or indirect staff may bring the matter to
the attention of the management in writing.
VII. A final decision will be made by the Management in consultation with Lexo HR and other
relevant parties and conveyed in writing to the direct or indirect staff and his/her line manager and
other parties involved.

Direct & indirect staff are allowed to report any grievances anonymously by calling the number +254 707 732
580, For those who would want to launch a formal complaint, they can do so through our email
[email protected]

Please know that all complaints are reviewed and handled with care and concern for our direct & indirect staff.
All concerns reported anonymously, will be reviewed and handled appropriately.

As part of Lexo Tenants’, please sign the below as a sign of acceptance.

(Sign)

Lexo Energy Kenya Ltd Company Name: Trikeko Limited By: Jesse Muniu Name of Signee:
Title: Managing Director Date:
Date: 24th May 2021

Lexo Energy Kenya Limited | www.lexoenergy.com | [email protected]