29th January, 2021

Dear Kehinde,

RE: Engagement Letter

We are pleased to make you an offer of employment with Nicole Sinclair Associates as a Telesales
Officer.

This employment is effective from the 29th of January, 2021.

The following sets out the agreed terms and conditions for the

Secondment of: KEHINDE MAKINDE (“Employee”)

From: NICOLE SINCLAIR ASSOCIATES (“Lending Organization”, “the Company”)

To: TRADEDEPOT INC. (“Receiving Organization”, “TradeDepot”)

Purpose
You are hence hired by Nicole Sinclair Associates and seconded to TradeDepot Ltd. to assume
responsibilities as a Telesales Officer. Your employment being with Nicole Sinclair Associates while
being seconded to TradeDepot Ltd.

Duties & Responsibilities

The duties to be performed by the Secondee, during the period of the Secondment are as follows:

a) The Secondee shall use his/her best efforts to promote the services and maximize the sale
of TradeDepot’s Services in the sales territory in accordance with a detailed qualitative
and quantitative plan, which will be provided by TradeDepot.
b) The Secondee shall also provide reasonable assistance to TradeDepot in promotional
activities in the sales territory.
c) The Secondee will also assist TradeDepot by taking part in all promotional events, using
any marketing inputs which TradeDepot may provide, judiciously for maximizing orders for
the Company

In addition to the aforementioned duties, the Secondee will have the responsibility to:

a) Devote the whole of the Secondee’s time, attention and skill during the Hours of Work, and
at other times as reasonably necessary, to the duties at TradeDepot;
b) Faithfully and diligently perform the duties and exercise the powers entrusted to the
Secondee from time to time;
c) Promote the interests and prosperity and enhance the reputation of TradeDepot or such
other companies or businesses that TradeDepot may so prescribe;
d) Comply with all reasonable and lawful orders and directions given to the Secondee by
TradeDepot;
e) Comply with TradeDepot policies and procedures as amended from time to time.

Hours of Service
The Secondee is employed on a full time basis and is required to work during the Hours of Work,
which shall be 7:30am to 6:00pm, on Mondays to Saturdays, plus reasonable additional hours as
required. For the avoidance of doubt, the Secondee’s compensation is a summation of all the
hours the Secondee is required to work. Accordingly, TradeDepot Ltd. shall be entitled to deduct
from the compensation payable to the Secondee as agreed herein, in the event of an unjustified
failure by the Secondee to carry out its responsibilities under this agreement.

Contact Address: 63, Allen Avenue, Ikeja, Lagos, Nigeria. Telephone:08084815739, 08137933567
Place of Work
The Secondee’s responsibilities under this Agreement shall be carried out at TradeDepot Ltd
located at 3/4 Adewunmi Industrial Estate, Kudirat Abiola Way, Oregun, Ikeja, Lagos, Nigeria or
such other place as may be agreed between the Secondee and TradeDepot.

The Secondee shall perform such duties as may reasonably and lawfully be requested by
TradeDepot [and which are not inconsistent with the duties described in Schedule I] during the
secondment.

The Secondee shall report to and be subject to the control and supervision of the assigned Sales
Managers, who is the authorised supervisor of the Secondee for the purposes of this Agreement.

For the avoidance of doubt, it is hereby agreed and declared that the Secondee shall, during the
continuance of this Agreement, at all times be and remain a Secondee of the Company but shall
at all times perform the duties of his employment on behalf of the Company as provided under
this Agreement.

Salary and Benefits

For the duration of the secondment, you will receive the following compensation as outlined
below:

a) A Monthly Fixed Gross Component being 42,680.00 (Forty Two Thousand, Six Hundred and
Eighty Naira)
Basic Salary N17, 000.00
Allowances N25, 680.00

b) Monthly variable components being:

I. Variable pay of N30,000.00 (Thirty Thousand Naira)
II. Performance Bonus of N32,477.46 (Thirty Two Thousand, Four Hundred and Seventy
Seven Naira, Forty Six Kobo)

c) An annual 13th month allowance being N 35,000.00 payable at the end of each year. The
Secondee shall only be entitled to this allowance after 6 months of continuous
employment

d) Health insurance for the employee and one dependent

e) Pension remittances/contributions, in favour of the Secondee, details of which will be

provided to the Secondee

f) Fifteen (15) working days annual leave that accrues on a pro-rata basis from year to year
and to be taken annually in subject to TradeDepot’s business needs

All allowances are subject to all applicable taxes and deductions.

The Secondee will only be entitled to the Variable Component of the Compensation subject to
the fulfilment of certain performance criteria which may be updated and communicated to the
Secondee by TradeDepot from time to time.

Limitation of Authority
Exclusively, the terms and provisions as contained in this Agreement shall govern the parameters
of the Secondee’s and Company’s authority. Without limiting the generality of the foregoing, the
Secondee and Company’s shall not be entitled, without the prior written consent of TradeDepot
Ltd, to:
a) Enter into any agreements for and on behalf of TradeDepot with any third party
whomsoever, whether natural or juristic;
b) Waive any rights of TradeDepot;
c) In any manner whatsoever bind or purport to bind TradeDepot;
d) Act in any capacity whatsoever for or in connection with the business of any other entity
engaged in a business similar to that of TradeDepot.

Contact Address: 63, Allen Avenue, Ikeja, Lagos, Nigeria. Telephone:08084815739, 08137933567
Confidentiality
The Company and the Secondee shall –

a) Keep any confidential information relating to TradeDepot that it obtains as a result of this
Agreement private;
b) Not use or disclose directly or indirectly any such confidential information (or allow it to be
used or disclosed), in whole or in part, to any person without the prior written consent of
TradeDepot;
c) [Use its best endeavours to] ensure that no person gets access to the confidential information
from it, its officers, Secondees or agents unless authorised to do so; and
d) Inform TradeDepot immediately upon becoming aware, or suspecting, that an unauthorised
person had become aware of such confidential information.

Nothing herein shall grant Secondee any right, title, or interest in the trademarks of TradeDepot.
At no time during or after the term of this Agreement shall Secondee challenge or assist others to
challenge company's trademarks or the registration thereof or attempt to register any trademarks,
marks or trade names confusingly similar to those of TradeDepot.

For the avoidance of doubt, all intellectual property rights created by the Seconded solely or
jointly with others in the course of the Secondee’s employment automatically vests in TradeDepot.

The Secondee must disclose to TradeDepot full details of any such intellectual property or any
inventions arising from same. The Secondee agrees that all rights in such inventions will belong to
TradeDepot.

Secondee warrants to TradeDepot that it does not currently represent or promote any services
that compete with its services. During the term of this Agreement, Secondee shall not represent,
promote or otherwise try to sell within the territory any services that, in the Nicole Sinclair or
TradeDepot’s judgment, competes with the services covered by this Agreement.

Secondee shall not at any time, during the term of this Agreement and for a period of eighteen
months after termination of this agreement, on his/her own or for any other person or body
corporate or non-corporate, induce or seek to induce any staff to leave the services of
TradeDepot.

Secondee shall not at any time, either during the term of this Agreement or for a period of
eighteen months after termination of your contract with the Company, conduct any kind of
business with any of the customers or other clients of TradeDepot without the express approval of
the Company and of TradeDepot.

Termination of Agreement
The secondment may be terminated by either the Secondee or TradeDepot upon receipt of 5
days’ written notice to the other party.

At the termination of the secondment, Nicole Sinclair is not bound to provide the Secondee with
a position equivalent to the current role.

Upon termination of this Agreement howsoever arising, the Secondee as well as the Company
shall ensure that the Secondee delivers to TradeDepot all documents (including, but not limited
to, correspondence and other documents of whatsoever nature and all copies thereof, whether
on paper, computer disc or otherwise) made, compiled or acquired during the secondment and
relating to the business or affairs of TradeDepot [or its or their clients, customer or suppliers] and
any other property of TradeDepot which is in his/her possession, custody, care or control.

Entire Understanding
This document embodies the entire understanding of the Parties in respect of the matters
contained or referred to in it and there are no promises, terms, conditions or obligations, oral or
written, express or implied other than those contained in this document.

Contact Address: 63, Allen Avenue, Ikeja, Lagos, Nigeria. Telephone:08084815739, 08137933567
Governing Law & Arbitration
This Agreement shall be interpreted and enforced in accordance with the laws of the Federal
Republic of Nigeria. The Parties agree that the jurisdiction and venue of any action with respect
to this Agreement shall be in a court of competent jurisdiction located in Lagos State, Nigeria and
each of the Parties hereby agrees to submit itself to the exclusive jurisdiction and venue of such
court for the purposes of any such action.

29TH JANUARY, 2021

_________________________________ ________________________
Nicole Sinclair Representative Date

_________________________________ ________________________
Employee Name & Signature Date

Contact Address: 63, Allen Avenue, Ikeja, Lagos, Nigeria. Telephone:08084815739, 08137933567