LETTER OF OFFER

Date: 20TH September 2022

Tenant Name: ASTROMED BIO LTD
Postal Address: P. O. Box 15641 - 00509
Tenant Contact: Mr.
David Phone Number:
0726 089560
Email Address: [email protected]

RE: COMMERCIAL SPACE ON L.R. NO. 8945/8 (KAREN LANDSDOWN, KAREN) ROOF TOP

The Directors of Landsdown Centre Limited are pleased to offer the Tenant,
Castros Mancave Barber Shop, the above-mentioned premises on the following
terms and conditions:

1. LANDLORD: Landsdown Centre Limited

P.O. Box 13580 - 00800
Karen, Nairobi
Kenya

2.TENANT: ASTROMED BIO LTD

P. O. Box 15641 - 00509
Nairo
bi
Kenya

3. PREMISES: Roof Top Unit on the Third Floor of the Mall comprising
approximately 3,500 square feet of gross lettable floor
area (the “Gross Lettable Area”) This area will be used for
calculating the Rent and Service Charge payable.

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5. LEASE 15th September 2022
COMMENCMENT
DATE: The Tenant undertakes to execute the Lease on or before
the Lease Commencement Date and to satisfy all payment
obligations required to be satisfied by the Landlord on the
Lease Commencement Date as specified in the Lease
Agreement.

6. LEASE TERM: The Lease will be for a term of 5 years and 3 months
commencing
on the Lease Commencement Date (the “Term”).

7. RENT: The initial rent for the first Six Months of the Term will be at
K.shs 497,500/- per Month calculated on the basis of
multiplying the Actual Gross Area by the rate of KSHS. 142
per square foot per month for unit at the Roof Top area.

Rent will be payable monthly in advance and shall be

exclusive of VAT (at the applicable rate) and Service Charge
(as hereinafter defined). If your rent shall not be paid on
the due date (5 day of the beginning of every month),
th

whether formally demanded or not, the tenant shall pay to

the Landlord interest on any such sums at the rate of 10%
per month (compounded) from the due date to the date of
payment in full and as such interest shall be deemed to
accrue on a daily basis.

8. RENT ESCALATION: The Rent will escalate at a rate of 5 % per annum for the
lease
period. For avoidance of doubt, the first rent review date
shall be on the second anniversary of the lease
commencement date

9. RENT The rent commencement date shall be 1st November

COMMENCEMENT 2022. The period from 1st October to 30th October 2022 will
DATE: be considered the tenants fit out period. .

10 SERVICE CHARGE: In addition to the payment of Rent, the Tenant shall pay
service
charge which shall be levied to cover all outgoings,
operational
costs and overheads relating to the Mall including without
limitation, maintenance, generator back-up, insurance, but
excluding gas, water and electricity charges consumed
within the Premises (the “Service Charge”).

The service charge will be based on an initial assessment

of KShs. 35 per square foot (based on the Gross Service
Charge Area - GSCA) per month payable quarterly in
advance together with the rent and will be subject to
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 adjustments at the end of each calendar year following an
audit of the outgoings. The Landlord reserves the right to
change the basis of calculating the Service Charge at its
discretion.

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 The gross service charge area will be calculated as 100% of
the
Actual Gross Area (the Gross Service Charge Area) i.e 3,500
Sq
ft.
Therefore initial monthly service charge equates to KShs.
122,500 plus V.A.T payable from the lease commencement
date and monthly in advance together with the rent
thereafter. The service charge shall be adjusted in
accordance to the actual gross service charge area.

The Service Charge will be payable with effect from the

Lease
Commencement Date.

In order to promote the Mall, the Landlord may arrange for

certain
advertising and promotional activities, the costs of which
shall be
apportioned among the tenants of the Mall. The Tenant
will
reimburse to the Landlord its proportionate share of
such costs
calculated on the basis of the Gross Service Charge Area.
The
Landlord shall inform the Tenant of the advertising and
promotional
activities to be undertaken as and when the need for such
activity
arises.

11 VAT & OTHER The Tenant will be liable to pay on demand by the Landlord
all
TAXES: Value Added Taxes and other taxes levied from time to
time in law
in respect of any amounts payable by the Tenant. The
currently
applicable rate of VAT is 16%.
The tenant shall pay a security deposit equivalent to one
(3) months’ rent and service charge. The rental deposit is
totalling KShs. 1,492,500 i.e Kenya Shillings One Million Four
Hundred Ninety Two Thousand Five Hundred Only.
12 DEPOSIT:
And three (3) month’s Service Charge totalling to KShs.
367,500 i.e Kenya Shillings Three Hundred Sixty Seven
Thousand Five Hundred only (the “Deposit”) shall be payable
by the Tenant to the Landlord in the following manner:

Simultaneously with the acceptance by the Tenant of these

Letter of
Offer the Tenant shall pay to the Landlord an amount
equivalent to the
Three months’ rent and service charge deposit by way of
Real Time
Gross Settlement (“RTGS”) OR by cheque from the Tenant’s
bank
 account to the Landlord’s account whose details are
specified below)
Throughout the term the deposit will be maintained to
Three (3) months current year Rent and Service Charge at
the time and retained by the Landlord as security for the
due performance by the Tenant obligations under the
Lease. The deposit will be increased by 5% at the rent
commencement date anniversary.

Page 3 of 14
 The deposit is refundable without interest to the Tenant
after the expiry of the Lease and only upon delivery of the
Premises in accordance with the covenants, terms and
conditions contained in the Lease.
The Initial Deposit shall immediately be forfeited and retained
by the
Landlord if the Tenant is unable or fails to execute and enter into
the
Lease (as hereinafter defined) for whatever reason by the
Lease
Commencement Date (as herein defined) (time being of the
essence).

13 LEASE: The lease shall be in the Landlord’s Standard Form Lease for
the
building as shall be prepared by the Landlord’s Advocates,
which
shall have been deemed to have been accepted by the tenant
upon
signing of this Letter of Offer. For the sake of uniformity,
no
alterations or amendments to the Standard Lease will be
accepted
save for what has been said in this document.

14 USER:
The Tenant shall use the Leased Premises for the purpose
of operating a “ Restaurant, Club & Entertainment”; if
needed, a change of user may be permitted with written
approval from the landlord. The use of the premises will
have to be in accordance with the design of the building
and in fulfilment of Nairobi City Council requirements.

15 ICT, WATER & The Tenant will be responsible for paying any ICT bills directly
to
ELECTRICTY: any communication providers to the Premises.

The Tenant shall be responsible for the payment of water

and
electricity within the Premises in addition to the Service
Charge and
will be advised of consumption and required to pay on a
monthly
basis.

16 SECURITY: While the Landlord will provide day and night security
services to
the Mall and every reasonable care will be taken to ensure that
such
services are properly carried out, no warranty or guarantee is
given
by the Landlord in respect thereof.

The Landlord, its agents and employees are under no

liability whatsoever to the Tenant, the Tenant’s guests,
licensees or employees for any injury, damage or loss
(including loss of property, items or valuables) caused by
burglary, theft or otherwise in the Mall.
17 PAYMENTS: All amounts due and owing shall be paid in the currency in
which
they are payable hereunder and Interest on late payments
on such amounts shall also be paid in the currency in which
the principal amounts are outstanding in freely transferable
and convertible funds.

18 SUB-LETTING: No transferring, assigning, sub-letting or parting with the

possession
of the Premises or any part will be permitted.

The Landlord must be notified in writing prior to any

proposed change in the proprietorship or shareholding of
the Tenant. The Landlord reserves the right to terminate
the Lease should the proposed change be unacceptable to
the Landlord.

19 FITTING-OUT WORKS: Any fitting-out works to be carried out on the Premises

will
commence on the Lease Commencement Date and be
completed on or before the Fit Out Expiry Date.

No rent will be payable during the Fit Out Period but

Service Charge will be payable in full.

For purposes hereof:

“Fit Out Period” means the period commencing on the Lease

Commencement Date and ending on the Fit Out Expiry Date.

“Fit Out Expiry Date” means the date falling 30 days

from the Lease Commencement Date

All fitting-out works shall be carried out in accordance

with the Landlord’s approval.

The Tenant agrees to forward to the Landlord for its

approval the Tenant’s fit-out plans and specifications..
The Tenant shall not commence any such fitting-out works in
the Premises unless and until the following conditions have
been met:

(i) final plans shall have been approved by the Landlord;

(ii) the Tenant shall have obtained all relevant permits

and/or approvals from the Competent Authority for the
Tenant’s fitting- out works on the Premises and shall
have furnished the Landlord with copies of all such
permits and/or approvals.

For purposes hereof, the term “Competent Authority”

shall mean any body having statutory or regulatory
competence to promulgate rules and regulations having
the force of law touching and concerning the Mall and/or
 the Premises and the
Page 5 of 14
 transactions and matters contemplated and referred
to in the Lease;

(iii) the Tenant shall have procured all insurances

required by the Landlord and shall have furnished the
Landlord with certificates of such insurances; and

(iv) the Landlord shall have consented in writing to the

commencement of the Tenant’s fitting-out works.

The Tenant shall ensure that the fitting-out works shall not
interfere
and or create a nuisance or disturbance with the use,
occupancy, or
enjoyment of the Mall by the Landlord, other tenants,
shoppers or
other users or occupiers of the Mall.

Work Hours: Any fitting-out works shall be done during such

hours
as shall be approved in writing by the Landlord.

Any damage to the building or part thereof and fixtures and

fittings
thereon forming the Mall, external or internal, including
but not
limited to sidewalks, storefront, doors, slab, studs, drywall,
ceiling,
ductwork, electrical work, plumbing, plumbing fixtures and
painting
caused by the Tenant and/or the Tenant’s contractor or
agents in
the course of undertaking the fitting-out works shall be
repaired by
the Landlord’s contractor at the Tenant’s expense, such
costs to be
paid forthwith upon demand by the Tenant.

All the Tenant’s signage shall be at the Tenant’s own

expense and
shall be of a size and quality of design and construction shall
be
subject to the approval of the Landlord’s Architect and all
relevant
local and governmental bodies. The placement of any
sign,
advertisement or notice e.t.c visible from the exterior of
the
Premises is prohibited without prior consent of the Landlord.

The Tenant shall be required to place an opaque vinyl

on the
shopfront during the fit out period. Such artwork shall be
installed
upon approval by the Landlord.
 The Tenant shall be required to keep the premises is clean
and
good repair. Upon expiry of the Lease, the Landlord
shall be
required to return the Premises in its original form.
20 HOURS
OF The minimum hours of operation shall be 8:00 am to 8:00 pm
seven
OPERATION: (7) days a week throughout the Term or such other extended
hours
specified by the Landlord from time to time.

The Tenant covenants to open for trading to the public with

the
Premises fully furnished and stocked with merchandise on or
before
Page 6 of 14
 the Rent Commencement Date.. In the event that the Tenant
fails to
open the Premises for trading to the public on or before the
Rent
Commencement Date, the Tenant shall immediately after the
Rent
Commencement Date, pay to the Landlord delay damages
for the
said default (the Delay Damages). The Delay Damages shall be
an
amount equivalent to one and a half times (1½) the monthly
rental
rate which amount shall be paid for each day which shall
elapse
between the Rent Commencement Date and the date
that the
Tenant opens the Premises for trading to the public.

21 POSSESSION: Beneficial occupation of the Premises will be granted on the

Lease
Commencement Date subject to the Tenant having made all
the
requisite payments hereunder, having had all fitting out
plans and
specifications approved by the Landlord or its duly appointed
agent
and properly executed and returned the Lease.

22 DRAINAGE: The Tenant shall install a filtering system in order to

avoid
blockages in the drainage system of the building.

23 FIRE EQUIPMENT: The Tenant shall install a fire detecting and prevention
system
within its demised premises subject to the Landlord’s
approval.
24 USE OF BRAND: By accepting these Letter of Offer, the Tenant consents
to the
Landlord using its name and brand in the promotion of the
Centre
both to other potential Tenants and to the market in general.
25 LEGAL FEES: The Tenant will be responsible payment of the Landlord’s
Advocates’ legal fees in connection with the preparation,
execution
and registration of the Lease together with stamp duty,
registration
fees and other disbursements payable in accordance with
Lease.
The Advocate’s legal fees and disbursements shall be
payable
Page 7 of
 by the Tenant on or before the Lease Commencement Date.

26 BINDING This Letter of Offer are binding.

OBLIGATIONS:

27 CONFIDENTIALITY This offer is made in confidence. No terms shall be discussed

with
any third party save for the Tenant’s legal advisors who
shall, in turn, be bound by this confidentiality clause.

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28 OTHER TERMS: The Landlord reserves the right to undertake all
further
development, construction or alterations of the Mall or any
adjacent land including without limitation, full and
unrestricted access to the Premises for laying or installing
in, through, under or over the Premises any pipes, cables or
other fittings or works of any nature whatsoever and whilst
reasonable care will be taken to cause as little disturbance
as possible or any interference with access of light and air
to the Premises, the Landlord will not be liable for any loss
or damage resulting in any consequences thereof.

The Tenant accepts that the Landlord may use the Tenant’s
name and brand for purposes of marketing the Mall to
potential tenants and to the public in general.

29 GOVERNING LAW: This Letter of Offer shall be governed by and construed

in
accordance with the laws of Kenya.

30 VALIDITY: The offer to lease the Premises (subject to contract) is open

for a
period of seven (7) days from and including the date of this
Letter of Offer after which this offer shall lapse and shall be
automatically rescinded upon expiry of said period.

31 INSURANCE: The Tenant shall keep the Premises insured with a

reputable
insurance office against any claims under a fire and public
liability policy and other risk as the Tenant may deem
appropriate AND produce to the Landlord on or before the
execution hereof (and whenever the Landlord shall require)
the policy of insurance and the receipt for the current year's
premium. For the avoidance of any doubt the Tenant shall
ensure that its insurance policies shall cover liability arising
out of damage to the Landlord’s property or of other third
party’s property, death or bodily injury caused to any third
party arising from or in connection with the Premises. If the
payment of any insurance monies is refused as a result of
some action of the Tenant, the Tenant shall pay to the
Landlord on demand the amount so refused and provide
written documentation from the Insurer supporting the
same. The plate glass shall be insured by the Tenant.

Page 9 of
This Letter of Offer is sent to the Tenant in
triplicate. If its terms and conditions are
acceptable, you shall execute the enclosed copies
and return them to us together with the
documents listed in Annex 1 within the next seven
(7) days from the date hereof together with
confirmation of remittance to the Landlord by
means of Electronic Funds Transfer (EFT) the sum
of
KShs. 1,860,000 (Kenyan Shillings One Million Eight
Hundred Sixty Thousand Only) being the entire
deposit and KShs. 142,100 (Kenya Shillings One
Hundred Forty-Two Thousand One Hundred Only)
being the initial service charge deposit for the fit-
out period. Plus one month’s Rent in Advance
KShs. 577,100 (Kenya Shillings Five Hundred
Seventy-Seven Thousand One Hundred Only)

Item Amount Kes

Security Deposit (Rent, Service charge) V.A.T excluded
1,860,000.00
Fit Out Service charge (October 2022) V.A.T included 142,100.00
1st month’s rent November - 2022 V.A.T included 577,100.00

Subtotal 1 2,579,200
Total 2,579,200

Yours faithfully,

Landsdown Centre Limited

Date:

Page 10 of
 TENANT’S ACCEPTANCE OF OFFER

I/We confirm that I/we have read and understood and accept and agree to all the
above terms and conditions.

SEALED with the Common Seal of )

House of Render )
)
in the presence of: )
)
)
Director )
)
)
Company Secretary )
)
)
)
Advocate

Page 11 of
 LANDLORD’S ACCEPTANCE OF OFFER

SEALED with the Common Seal of )

)
in the presence of: )
)
)
Director )
)
)
Company Secretary )
)
)
)
Advocate )

Page 11 of
 ANNEX 1

Certified copies of the following:

i. If a company or a business, a certified copy of the Certificate of

Incorporation or Certificate of Registration of Business Name.

ii. If a natural person, a certified copy of passport or National Identification Card.

iii. A copy of the PIN Certificate.

iv. If any party executing these Letter of Offer and other documents does or will
do so pursuant to a Power of Attorney a certified copy of the registered Power
of Attorney must be provided.

v. If a company or a business, full names and addresses, and photocopies

of Identity Cards/Passports in respect of the directors and shareholders.

Page 12 of
 ANNEX 2

Include the table of commercial terms over the five years and three months

From 1st October to 31st October 2022 (fit out period)

From 1 November 2022 to 28th April 2023 KShs. 497,500 per month + VAT.

Page 13 of 14