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Dated as of the day of , 2021

ABBSAKI INVESTMENTS LIMITED

(the Lessor)

-and-

DESERTCOOLING ELECTRONICS & TECHNOLOGIES LIMITED

(the Lessee)

________________________________________________________________________

LEASE

in respect of all that office space measuring 134 sqft comprised in the building erected on
TITLE NUMBER: MOMBASA/BLOCK XXI/452

______________________________________________________________________

ANAYA & COMPANY ADVOCATES

Off Nkurmah Road
P.O. Box 2882-80100
Mombasa
Form LRA 62 (r.76(1))
THE REPUBLIC OF KENYA
THE LAND REGISTRATION ACT
THE LAND REGISTRATION (GENERAL) REGULATIONS, 2017
________________________________________________________________
Date Received Presentation Book Official Fees Paid
…………………………, 2021 No…………………………. K.Shs………………….

LEASE

TITLE NUMBER: MOMBASA/BLOCK XXI/452 (FREEHOLD)

Date of Lease
, 2021

Lessor: ABBSAKI INVESTMENTS LIMITED, a private company

incorporated with limited liability in the Republic of Kenya for the
purposes hereof of Post Office Box Number 2107-80100, Mombasa
(which expression shall where the context so admits include the Lessor’s
successors in title and permitted assigns)

Lessee: DESERTCOOLING ELECTRONICS & TECHNOLOGIES

LIMITED a private company incorporated with limited liability in the
Republic of Kenya for the purposes hereof of PIN P051451877H and
Post Office Box Number 00100 - 16945, Nairobi (which expression
shall where the context so admits include the Lessee’s successors in title
and permitted assigns)
Demised Premises All that office space measuring 134 sqft situate on the building
(hereinafter called the Building) erected on the land comprised in the
above mentioned title (hereinafter referred to as the Land) which said
premises are more particularly identified on the plan annexed hereto and
thereon bordered in red together with the Lessor’s fixtures and fittings
Term Five (5) years from 1st January, 2022

Rent/Stand Premium Kenya Shillings twenty thousand (K.Shs.20,000/=) payable (inclusive

of 16% VAT) monthly in advance on or before the fifth (5th) day of each
month with a 10% increment every two (2) years
Service Charge N/A

Cadastral Plan of the Attached

Demised Premises
(where applicable)
Sectional Plan(s) of N/A
the Demised Premises
(where applicable)

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1. The Lessee to the intent that the obligations hereinafter set out may continue throughout the term
hereby granted hereby covenants and agrees with the Lessor as follows:

(a) to pay rent to the Lessor during the Term hereby granted (that is to say from 1st January, 2022
to 31st December, 2026 (both dates inclusive)) without exercising any right of set-off or
counterclaim and without any deduction whatsoever and free from exchange or commission
which shall be for the account of the Lessee at the time and in accordance with the Schedule
of Rent herein below (plus value added tax thereon at the rate applicable from time to time)
by bankers cheque or such other mode of payment nominated by the Lessor from time to time;

(b) to pay to the Lessor on or prior to the execution of this Lease the sum of Kenya Shillings
forty thousand (K.Shs. 40,000/=) by way of deposit to be held by the Lessor as security for
the due performance and observance by the Lessee of all the singular or several covenants and
agreements on the part of the Lessee and the conditions contained herein provided that the
Lessor shall be entitled at any time and from time to time to apply the deposit monies in and
towards the satisfaction and discharge of the covenants and agreements on the part of the
Lessee and it is hereby further agreed and declared by the Lessee that any payments made by
the Lessee (including payments of rent) after any such application of the deposit monies by
the Lessor may at the sole option of the Lessor be allocated in restoring the deposit monies so
applied and (in the absence of any express contrary appropriation by the Lessor) shall not be
treated as having been applied in the payment obligation it was intended to have been applied
towards. The Lessee acknowledges and agrees that the Lessor shall not be required to account
for any interest on the deposit monies held by the Lessor. The deposit monies shall be refunded
by the Lessor to the Lessee to the extent only that the same shall not have been applied in and
toward the satisfaction and discharge of the covenants and agreements on part of the Lessee
after the expiry of the terms hereby created;

(c) to pay all electricity charges in respect of electricity consumed on the Demised Premises and
the cost of supplying and maintaining the meter for measuring electricity consumed on the
Demised Premises as may be required by the authorised distributor including all kilowatt
charges standing periodic or unit charges and meter rents;

(d) to pay all charges in respect of water consumed on the Demised Premises and for supplying
and maintaining the meter for measuring the quantity of water consumed on the Demised
Premises as may be required by the authorised suppliers of water including standing or
periodic or unit charges and meter rents;

(e) that if and whenever during the term hereby granted:

(i) the County Government of Mombasa rates and other taxes for the time being assessed
or charged upon the Demised Premises under the County Government Act (2012),
the Valuation for Rating Act (Cap.266) the Rating Act (Cap. 267) and/or any other
applicable statutory provision shall be increased beyond those payable in respect of
the year 2021; and/or

(ii) any new tax of whatever nature is imposed by any competent taxing authority on the
improved or unimproved site value and whether payable by the owner or occupier of
the Building (or part thereof),

the Lessee will in case of any such increase or imposition as aforesaid pay to the Lessor
forthwith on demand a fair proportionate part of such increase or imposition (as the case may
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 be) simultaneously with the rent next following due for payment after service on the Lessee
by the Lessor of a notice specifying the amount of any such increase or imposition (as the case
may be) but the Lessor shall on demand by the Lessee produce for inspection the receipt or
receipts or other proof of payment of such increase or imposition (as the case may be) and it
is hereby agreed and declared that for the purposes of this sub-clause the fair proportionate
part of any such increase or imposition shall be a percentage thereof equal to the percentage
which the floor space of the Demised Premises bears to the total floor space of the Building;

(f) to pay all charges levied by the Telkom Kenya Limited (or its successor(s) in respect of
telephone, facsimile and any other telecommunications equipment installed in the Demised
Premises as and when the same become due;

(g) at all times to keep the interior of the Demised Premises in good and substantial tenantable
repair and condition and to keep all plate glass in the windows thereof cleaned on the outside
as well as the inside at regular intervals to the reasonable satisfaction of the Lessor (structural
repairs and damage by fire (save where any fire is caused as a result (whether directly or
indirectly) of any act omission or negligence of Lessee its servants agents or visitors) only
excepted) and to replace from time to time all the Lessor's fixtures fittings and appurtenances
in the Demised Premises which may be or become beyond repair and it is hereby agreed and
declared that for the purposes only of this sub-clause the "Demised Premises" shall include
the Demised Premises, and:

(i) the shop front, office front (if any) and facia boards (if any) and all the Lessor's
fixtures in or on the Demised Premises;

(ii) all the internal drains pipes wires cables meters gutters and sewers (if any) the use of
which is exclusive to the Demised Premises;

(iii) the boards or other surface finish of all the floors of the Demised Premises;

(iv) the plaster or other surface finish of all the walls and ceilings of the Demised
Premises;

(v) all internal partitions and the structure of all walls other than main walls; and

(vi) the doors and windows (including plate glass windows) (if any) of the Demised
Premises and the glass therein (but shall not include the structural members of the
floors or ceilings or of any roof or super-structure overlaying the Demised Premises);

(h) not to in any way obstruct or permit to be obstructed the common areas;

(i) not to introduce nor permit to be introduced into the Demised Premises any safe package
articles of furniture piece of machinery or other equipment or thing whatsoever having a
weight in excess of twenty (20) kilograms per square foot until the weight and siting thereof
have been approved in writing by the Lessor and to indemnify the Lessor against any damage
caused to the Building as a result of any breach of this sub-clause or resulting from the
maximum floor stress of the Demised Premises (which it shall be the responsibility of the
Lessee to ascertain from the Lessor) being at any time exceeded;

(j) to permit any caretaker employed by the Lessor to enter the Demised Premises in the ordinary
course of his duty in the company of a member of the Lessee's staff after giving to the Lessee
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 at least forty-eight hours’ notice of such intention (excepting only in the case of an emergency)
and to permit the Lessor's servants and agents with all necessary tools and apparatus at any
time to enter upon the Demised Premises in case of fire defective water pipes and electric
services or for the purposes of examining the condition thereof or of doing such repairs
alterations additions improvements or renewals as may be required of or to either the Demised
Premises or any part of the Building or of or to the electricity or water supply or drainage in
or under the Building the Lessor causing as little inconvenience as necessary and making good
any damage occasioned thereby and before the expiration of one month after service of a
notice by the Lessor to carry out any repairs for which the Lessee is liable in accordance
herewith to undertake to the satisfaction of the Lessor all the repairs specified in the notice
provided that if the Lessee fails to carry out such repairs within such time the Lessor shall
have the right to undertake such repairs and recover the cost thereof from the Lessee on
demand made by the Lessor on the Lessee but without prejudice to the Lessor's right of re-
entry hereinafter contained;

(k) not to drive any nails screws bolts or wedges in the floors walls or ceilings of the Demised
Premises nor to cut maim or injure any other walls or timbers thereof nor to permit the same
to be done without the consent in writing of the Lessor first had and obtained provided always
that the Lessee may subject to the prior written consent of the Lessor (which consent may
contain such conditions as the Lessor deems fit) erect for the purpose of the Lessee's business
shelves counters partitions and other fixtures (which said shelves counters partitions and other
fixtures are hereinafter collectively referred to as the "Lessee's Fixtures") but the Lessee's
Fixtures shall prior to the expiration or sooner determination of the term (unless otherwise
agreed with the Lessor in writing and subject as hereinafter otherwise provided) be removed
by the Lessee and the Lessee will at the Lessee's own expenses make good all damage
occasioned by such installation or removal and provided further that in the event of the Lessee
applying for the consent of the Lessor as aforesaid the Lessee shall pay on demand by the
Lessor a sum equivalent to the sum expended by the Lessor in seeking professional advice in
regard to the works the Lessee intends to undertake pursuant to this sub-clause from its
architects and/or structural engineers such sum being payable whether or not the Lessor gives
his consent pursuant to this sub-clause;

(l) not to do or permit to be done anything whereby any insurance of the Building against loss or
damage by fire and other perils insured against by the Lessor may become void or voidable or
whereby the rate of premium for any such insurance may be increased and to repay to the
Lessor all sums paid by way of increased premium and all expenses incurred by the Lessor in
or about the renewal of any such policy or policies rendered necessary as a result of a breach
of this sub-clause by the Lessee its servants agents or visitors and to the intent that all such
payments are payable on demand by the Lessor and are recoverable as rent;

(m) in the event of the Building or the Demised Premises or any part thereof or of the Lessor's
fixtures and fittings or any part thereof or of the electrical equipment or any part thereof being
damaged or destroyed by fire or other perils insured against by the Landlord at any time during
the term hereby created and the insurance money under any such insurance effected by the
Lessor being wholly or partially irrecoverable by reason of any act omission negligence or
default of the Lessee or its servants agents or visitors forthwith (in addition to the rent) to pay
to the Lessor the whole or (as the case may require) a fair proportion of the cost of rebuilding
and reinstating the areas and/or the Lessor's fixtures and fittings or any part thereof and/or
electrical equipment or any part thereof so damaged or destroyed any dispute as to the amount
to be paid by the Lessee pursuant hereto to be referred to arbitration in accordance with the
provisions of the Arbitration Act;
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(n) not to transfer assign sublet part with possession of or grant a licence in respect of the Demised
Premises or any part thereof and it is hereby expressly agreed and declared by and between
the parties hereto that upon any breach by the Lessee of this covenant and agreement the
Lessor shall have the right to forfeit this Lease. For the purposes of this sub-clause 1(n) if the
Lessee (or any transferee or sub-lessee of the Lessee) is a private limited liability company or
unlimited company the transfer (whether in a single transaction or a series of transactions) of
the beneficial interest in more than fifty per cent (50%) of its issued share capital or allotment
or issue of any shares to persons other than its shareholders at the date hereof shall be deemed
to be a transfer or sub-letting for the purposes hereof and shall not be permitted;

(o) not to use the Demised Premises or any part thereof for any purpose other than as an office for
undertaking the Lessee's principal business as at the date hereof and not to use the same for
any residential purpose or for illegal or immoral purposes and it is hereby agreed and declared
that upon any breach by the Lessee of the terms of this sub-clause the Lessor shall have the
right to forfeit this Lease;

(p) not to paint affix or exhibit or to permit or to suffer to be painted affixed or exhibited any name
or writing or any signboard placard poster neon sign or other advertisement in the landings or
passages upon or outside any plate glass entrance hall window roof canopy or outside wall of
the Building or any private entrance door to the Demised Premises from the landing or
passages giving access thereto save in all respects in conformity with the Lessor's design in
size type colour and placing and with the consent in writing of the Lessor first had and
obtained;

(q) not to do nor permit to be done upon or within the Demised Premises anything which in the
opinion of the Lessor (which opinion shall be final and conclusive) may be or become a
nuisance or annoyance to or in any way interfere with the quiet user of the other portions of
the Building or any adjoining or neighbouring premises and without prejudice to the generality
of the foregoing the Lessee may not store or use any noxious or odoriferous substance upon
the Demised Premises;

(r) to pay to the Lessor all the costs of supplying installing and maintaining such firefighting
equipment and appliances in the Demised Premises as in the Lessor's opinion (which opinion
shall be final and conclusive) the trade business or occupation of the Lessee renders necessary;

(s) the Lessee shall at all times comply with the requirements of the "Mombasa Municipality
(Prevention & Extinction of Fire and Fire Brigade) Bye Laws 1952" (as amended from time
to time) and the Lessee shall permit the Lessor's fire engineers to enter the Demised Premises
during normal working hours to carry out periodic maintenance of any firefighting equipment
installed in the Demised Premises;

(t) the Lessee shall not permit any open or internal combustion fire to be burned within the
Demised Premises nor to bring or permit to be brought or kept in or on the Demised Premises
any inflammable combustible or explosive fluid, material or chemical without the consent in
writing of the Lessor first had and obtained;

(u) at all times during the continuance of the term hereby granted to comply with all laws acts
rules regulations or bye-laws enacted passed made or issued by the National Assembly or by
any local authority or other regulatory authority affecting the Demised Premises and to obtain
all such licences and approvals necessary to carry or the Lessee's permitted trade at the
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 Demised Premises and do and execute or cause to be done or executed all such works and
things (structural alterations to the Building excepted) as under or by virtue of any act rule
regulation or by-law as aforesaid or under any notice order or direction given or made pursuant
thereto for the time being in force are or shall be directed to be done or executed in respect of
or upon the Demised Premises or any part thereof whether by owner or occupier in
consequence of the user of the Demised Premises for the purposes authorised by this Lease
and at all times to keep the Lessor indemnified against all claims demands and liabilities
suffered or incurred by the Lessor in respect thereof or resulting from any breach by the Lessee
of this sub-clause;

(v) not to commit in the Demised Premises the Building or on the Land any offence under the
provisions of the Environmental Management and Co-ordination Act, 1999 (“EMCA”) and
to procure that all occupiers and owners (as defined in the EMCA) of the Demised Premises
shall not commit any offence under the provisions of the EMCA in the Demised Premises
the Building or on the Land;

(w) within seven (7) days of the service thereof to give full particulars to the Lessor of any notice
order or proposal therefor given under any act or any rule regulation order or direction
thereunder or under the bye-laws of any competent authority;

(x) not to use or to permit or to suffer the use of any lavatories and water closets for the disposal
of refuse or for any purpose which may cause a blockage;

(y) to comply with and ensure that all persons under the Lessee's control comply with the rules
and regulations currently in force and which may be promulgated from time to time by the
Lessor the Lessee accepting that by signing this Lease it is deemed to be aware of all such
rules and regulations in force at the date hereof;

(z) not to alter the electrical equipment or appliances on the Demised Premises without the prior
written consent of the Lessor and not to permit the overloading of the electricity supply;

(aa) to keep the Demised Premises free from vermin;

(bb) not to do or to permit or suffer any act which shall amount to a breach or non-observance of
any negative or restrictive covenant or special condition contained in any lease grant or other
instrument under which the Land and the Building is held by the Lessor or to which they are
otherwise subject;

(cc) to permit the Lessor or its agents at any time during the period of three (3) months next before
the expiration of the term hereby created to enter upon the Demised Premises and to affix
upon any suitable part thereof a noticeboard for re-letting the same and not to remove or
obscure or permit to be removed or obscured the same and to permit all persons by order in
writing of the Lessor or its agents to view the Demised Premises during office hours without
interruption;

(dd) immediately before the determination of the term hereby created (however such determination
may arise) well and sufficiently to clean off if necessary and paint with two coats of plastic
emulsion oil or other high quality paint in such manner and style and in such colours as the
Lessor may reasonably determine all the inside parts of the Demised Premises previously or
usually painted and at the same time to wash distemper (with plastic distemper if the Lessor
so requires) or whitewash all such parts of the interior of the Demised Premises previously or
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 usually washed and distempered or whitewashed and to clean off and polish all polished wood
in a proper and workmanlike manner;

(ee) at the expiration or sooner determination of the term hereby created to yield up the Demised
Premises to the Lessor with the Lessor's fixtures and fittings thereto (other than the Lessee's
Fixtures) in good and reasonable repair in accordance with the Lessee's covenants and
agreements herein and with all locks keys and fastenings complete;

(ff) to pay a proportionate amount of the security charges, if any, incurred by the Lessor in
respect of the Building, such amount to be determined solely by the Lessor;

(gg) not by a bankers' order or otherwise howsoever purport to pay any rent in respect of any period
after the expiration of the term hereby granted or set up any unauthorised payment
(notwithstanding its non-return and the Lessor shall be under no obligation to return the same)
or rely on any purported demand for rent for any period after the expiration of the term hereby
granted or on any entries in respect thereof purported to have been made in the books of the
Lessor (all of which shall be deemed to have been demanded or made through inadvertence
or error) as grounds for a fresh tenancy and no fresh tenancy of any description or duration
whatsoever after the expiration of the said term shall on any account whatsoever be deemed
to have been created save in writing signed by both parties setting out the nature and duration
of the new Lease the new rent payable under it and all the other material terms; and

(hh) to pay all the Lessor's Advocates legal costs incurred in connection with the negotiation and
preparation of this Lease including the stamp duties and registration fees thereon.

2. The Lessor to the intent that the obligations hereinafter set out may continue throughout the
continuance of the term hereby created covenants with the Lessee as follows:

(a) to discharge all rents rates taxes assessments duties impositions and outgoings whatsoever
imposed or charges upon the Building other than those for which the Lessee is liable under
the provisions of sub-clause 1(e);

(b) subject to sub-clause 1 (g), to keep the roof main walls and the exterior of the Building and
exterior water and sanitary apparatus and the electrical wiring and electrical apparatus forming
part of the electrical circuits of the Demised Premises in good and tenantable repair and
condition and to replace when necessary all water tanks whether external or internal and to
carry out any repairs to the interior of the Demised Premises which become necessary by
reason of any breach by the Lessor of this sub-clause;

(c) to insure the Building against fire and (without being under any obligation to do so) other
perils that the Lessor may deem appropriate as determined by the Lessor in its sole discretion;
and

(d) that the Lessee paying the rent hereby reserved and performing and observing the covenants
herein contained and on the part of the Lessee to be performed and observed shall subject to
the provisions hereof be entitled peaceably to hold and enjoy the Demised Premises during
the continuance of the term hereby granted without any interruption from or by the Lessor or
any person rightfully claiming under it.

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3. PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED as follows:

(a) in the event of the Demised Premises or any part thereof being damaged or destroyed by fire
during the continuance of the term hereby created so as to render them unfit for occupation
the Lessor unless such damage or destruction shall have been due to the act neglect of the
Lessee or of any servant employee agent licencee or visitor of the Lessee will until such time
as the Demised Premises shall be fit for occupation allow to the Lessee a total or proportionate
(such proportion being determined by the extent to which the damage or destruction shall have
due to the act or neglect of the Lessee or of any servant employee agent licencee or visitor of
the Lessee) abatement of the rent hereby reserved as the case may be provided that if the
damage to the Demised Premises is such that the Demised Premises cannot reasonably be
expected to be reinstated and be fit for occupation within a period of three (3) months from
the date of being destroyed or damaged by fire then in such case the Lessor shall have the right
to terminate this Lease and provided further that any dispute with reference to the provisions
of this sub-clause shall be determined by a single arbitrator in accordance with the Arbitration
Act;

(b) if:

(i) the Lessee fails to pay the rent or any part thereof within seven (7) days from the
due date of payment of the same or fails to pay or discharge any other obligation and
liability payable or to be discharged by the Lessee; or

(ii) the Lessee breaches or fails to comply perform or observe any of the covenants
agreements conditions and undertakings contained herein and to be complied
performed and observed by the Lessee for a period of one (1) month; or

(iii) a resolution is passed or if a petition is presented or an order made or analogous

proceedings are taken for winding-up the Lessee or, as the case may be, for making
the Lessee insolvent; or

(iv) an encumbrancer takes possession or exercises or attempts to exercise any power of

sale or a receiver is appointed of the whole or any part of the property assets or
revenues of the Lessee; or

(v) any judgement or order is made against the Lessee and is not complied with within
seven (7) days or if any execution distress sequestration or other process is levied and
enforced upon or sued out against any part of the property assets or revenues of the
Lessee; or

(vi) the Lessee stops payment or agrees to declare a moratorium or becomes or is deemed
to be unable to pay its debts as and when they fall due or if a notice is issued convening
a meeting of the creditors of the Lessee or if the Lessee proposes or enters into any
composition or arrangement with its creditors generally or any class of its creditors;
or

(vii) any material part of the property assets or revenues of the Lessee is sold or disposed
of or threatened to be sold or disposed of whether in a single transaction or a number
of transactions or is nationalised compulsorily acquired seized or appropriated; or

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 (viii) any licence authorization consent or registration at any time necessary or desirable to
enable the Lessee to comply with its obligations hereunder should be revoked
withheld or materially modified or shall fail to be granted or perfected or shall cease
to remain in full force and effect,

then and in any of the said cases which shall for the purposes hereof constitute a breach of
covenant by the Lessee the Lessor shall have the right to forfeit the Lease but without prejudice
to any right of action or remedy of the Lessor in respect of any antecedent breach of any of
the covenants undertakings and agreements by the Lessee herein contained;

(c) the Lessee is not entitled to any right of access of light or air to the Demised Premises which
would restrict or interfere with the free use of any adjoining or neighbouring property
comprised in the Building or any other purpose;

(d) notwithstanding anything herein contained the Lessor shall not be liable to the Lessee nor shall
the Lessee have any claim against the Lessor in respect of:

(i) any interruption in any of the services hereinbefore mentioned by reason of repair or
maintenance of any installation or apparatus or damage thereto or destruction thereof
by fire water Act of God or other cause beyond the Lessor's control or by reason of
mechanical or other defect or breakdown or inclement conditions or unavoidable
shortage of material water electricity or labour; or

(ii) any act omission or negligence of any caretaker attendant or other servants or agents
of the Lessor in or about the performance or purported performance of their duties;
or

(iii) any loss sustained by the Lessee or the Lessee's licensees servants agents or invitees
through any neglect default or misconduct of any watchman serviceman contractors
servants or agents of the Lessor or any servants or agents of the contractors;

(e) the Lessee shall indemnify the Lessor against all actions, proceedings, claims and demands of
whatsoever nature resulting from any leakage and/or overflow of water from the Demised
Premises;

(f) the Lessee shall insure and keep insured during the term hereby created all plate glass within
the Demised Premises against loss or damage or destruction by fire earthquake civil
commotion theft riot and such other perils as the Lessor shall require to be insured against for
the full replacement value thereof and make all payments in respect of the premiums therefor
required for such purpose as and when the same shall become due. In the event of loss damage
or destruction to the said plate glass the Lessee shall forthwith cause the same to be repaired
and or replaced in accordance with the directions and the specifications therefore of the
Lessor;

(g) all rents and other sums payable hereunder should be deemed to be exclusive of any value
added tax or similar tax charged or chargeable in respect thereof and in the event that any
competent taxing authority shall require that value added tax be levied on rental payments and
any other sums payable hereunder the Lessee shall in addition pay amounts equal to the value
added tax then levied. In addition, all payments due to be made by the Lessee hereunder shall
be made free and clear of and without deduction for or on account of any present or future
taxes. If at any time, whether now or in the future, any applicable law regulation or regulatory
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 requirement or any competent taxing authority requires the Lessee to make any deduction or
withholding in respect of taxes from any payment due under this Lease the Lessee shall deduct
and/or withhold such taxes and subsequently provide evidence to the Lessor confirming such
deduction and/or withholding and the Lessee shall indemnify the Lessor against any losses or
costs incurred by the Lessor by reason of any failure of the Lessee to remit any such deduction
or withholding;

(h) all payments by the Lessee hereunder shall be made without any set-off or counter claim;

(i) the Lessor has made no representations or promises with respect to the Demised Premises
and/or the Lessor's fixtures and fittings save and except as herein expressly set forth. The
taking of possession of the Demised Premises and the Lessor's fixtures and fittings by the
Lessee shall be conclusive evidence as against the Lessee that the Lessee accepts the same as
they are and that the Demised Premises all the Lessor's fixtures and fittings and all equipment
and apparatus therein were in a good and satisfactory condition at the time such possession
was taken;

(j) each and every one of the Lessee's covenants herein contained shall remain in full force both
at law and in equity notwithstanding that the Lessor shall have waived a breach of any such
covenant;

(k) no provision in this Lease shall be waived or varied by either party hereto except by agreement
in writing which agreement shall be prepared by the Lessor's advocates and if the case so
requires be duly registered in the Land Registry in Mombasa at the sole cost and expense of
the Lessee;

(l) the failure of the Lessor to seek redress for any breach of or to insist upon the compliance of
any of the terms and conditions of this Lease shall not impair any right power or remedy
accruing to the Lessor or be construed as a waiver thereof. The rights and remedies of the
Lessor herein are cumulative and not exclusive of any right or remedies provided by law or
otherwise. The receipt by the Lessor of any rent with knowledge of any breach of covenant
shall not be deemed to be a waiver of such breach;

(m) In this Lease, unless the context otherwise requires, references to:

(i) words denoting the singular number only shall include the plural number also and
vice versa and words importing the masculine gender includes the feminine and
neuter and vice versa;

(ii) sub-clauses clauses and the Schedule shall be construed as references to sub-clauses
and clauses of and the Schedule to this Lease;

(iii) the expression "person" shall include any legal or natural person, partnership trust
company joint venture government or any agency thereof local authority department
or other body (whether corporate or unincorporate);

(iv) any statute or any provision of any statute shall be deemed to refer to any statutory
modification or re-enactment thereof and to any statutory instrument order or
regulation made thereunder or under any such re-enactment;

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 (v) the word "tax" shall be construed so as to include any tax, levy, impost, assessment,
duty or other charge of a similar nature (including, without limitation, value added
tax, stamp duty and any penalty or interest payable in connection with any failure to
pay or any delay in paying any of the same) and "taxation" shall be construed
accordingly and the expression "competent taxing authority" means, in respect of any
state or administrative division thereof, any governmental or local authority,
monetary agency or central bank having power to collect or levy taxes;

(vi) costs, charges, expenses or remuneration shall be deemed to include, in addition,

references to any value added tax or similar tax charged or chargeable in respect
thereof;

(vii) indemnifying any person against any circumstance includes indemnifying and
keeping him harmless from all actions, claims and proceedings from time to time
made against that person and all loss or damage and all payments costs and expenses
made or incurred by that person as a consequence of or which would not have arisen
but for that circumstance; and

(viii) the expression "month" means a calendar month;

(n) any notice under this Lease shall be in writing and any notice to the Lessee is sufficiently
served if addressed to the Lessee and delivered to the Demised Premises or sent by prepaid
registered post to the Lessee at the Lessee’s postal address referred to above or to the Lessee’s
principal place of business and any notice to the Lessor shall be sufficiently served if sent to
the Lessor by registered post to the Lessor at the Lessor’s postal address referred to above.
Any notice served by registered post is deemed to have been served six (6) days after the day
on which it is posted as aforesaid.

4. Provided always and it is hereby agreed and declared that:

(a) the Lessee may during the term hereby created, at the Lessee’s sole cost and expense,
undertake to install on the Demised Premises furniture fixtures, fittings, additions, alterations
and/or development (hereinafter the “Developments”);

(b) the Lessor acknowledges and agrees that the Developments shall remain the property of the
Lessee and the Lessor shall have no right, title or interest in or to the Developments; and

(c) the Lessee may at the determination of the term hereby created or on sooner determination
of this Lease remove all the Developments installed in upon or to the Demised Premises
and the Lessor hereby irrevocably and unconditionally agrees and acknowledges that
ownership of the Developments shall be vested in the Lessee.

5. Sections 65 (1) of the Land Act, 2012 shall not apply to this Lease.

6. The Lessee accepts this Lease subject to the covenants restrictions undertakings and stipulations above
set forth or referred to herein.

7. Each of the parties hereby agrees and confirms for the purposes of the Law of Contract Act (Chapter
23, Laws of Kenya) and the Land Act, 2012 that it has executed this Lease with the intention to bind
itself to the contents hereof.

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 SCHEDULE OF RENT

1. For the first and second year of the term hereby created (that is to say from 1st January 2022 to
31st December 2023 (both dates inclusive) the monthly rent of Kenya Shillings Twenty Thousand (Kshs.
20,000/=) payable (inclusive of 16% VAT) monthly in advance on or before the fifth (5th) day of
each month;

2. For the third and fourth year of the term hereby created (that is to say from 1st January 2024 to
31st December, 2025 (both dates inclusive) the monthly rent of Kenya Shillings Twenty Two Thousand
(Kshs. 22,000/=) payable (inclusive of 16% VAT) monthly in advance on or before the fifty (5th)
day of each month; and

3. For the remaining period of the term hereby created (that is to say from 1st January, 2026 to 31st
December, 2026 (both dates inclusive) the monthly rent of Kenya Shillings Twenty Four Thousand Two
Hundred (Kshs. 24,200/=) payable (inclusive of 16% VAT) monthly in advance on or before the fifth
(5th) day of each month.

IN WITNESS WHEREOF this Lease has been executed by the parties hereto as of this.......day of
............................................., 2021.

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THE LESSOR:

Sealed with the common seal of

ABBSAKI INVESTMENTS LIMITED
in the presence of:

Coloured
Photograph

Director: ……………………………………….

ID/Passport No: ………………………………..

Seal
PIN No: …………………………………

________________________
Advocate

Certification of Verification under Section 45 of the Land Registration Act

I CERTIFY that ……………………………………………….. the Director of ABBSAKI

INVESTMENTS LIMITED, the Lessor, and being the person witnessing the affixing of the Common
Seal of the Lessor appeared before me on the ……………. day of …………………… 2021 and (being
known to me/being identified by …………………………………………. of
…………………………………. freely and voluntarily executed this Lease and understood its contents.

…………………………………………………..
Name and signature of the person certifying

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THE LESSEE:

Sealed with the common seal of

DESERTCOOLING ELECTRONICS &
TECHNOLOGIES LIMITED
in the presence of:

Coloured
Photograph

Director: ……………………………………………….
ID/Passport No: ……………………………………….
Seal
PIN No: ………………………………………………..

Coloured
Photograph

Director: ……………………………………………….
ID/Passport No: …………………………………….
PIN No: ………………………………………………..

________________________
Advocate

Certification of Verification under Section 45 of the Land Registration Act

I CERTIFY that ……………………………………………….. and

…………………….………………….. the Director and/or Director and Secretary of
DESERTCOOLING ELECTRONICS & TECHNOLOGIES LIMITED, the Lessee, and being the
persons witnessing the affixing of the Common Seal of the Lessee appeared before me on the
……………. day of …………………… 2021 and (being known to me/being identified by
…………………………………………. of …………………………………. freely and voluntarily
executed this Lease and understood its contents.

…………………………………………………..
Name and signature of the person certifying
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REGISTERED and SEALED this …………………… Day of ………………………………..….2021

LAND REGISTRAR Seal …………………………………………………………………………………

Name: ………………………………………………. Registrar’s Stamp/No: …………………………...

Signature: …………………………………………………………….

DRAWN BY:
Anaya & Company Advocates
Off Nkurmah Road
P.O. Box 2882-80100
Mombasa
anaya.advocate@gmail.com
+254 721 432 533

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