DATED THE ……… DAY OF …….

2016

LEASE AGREEMENT

BETWEEN

SIR A. BANDELE A. OBILANA

AND

SKIPPER EYE-Q NIGERIA LIMITED

LEASE AGREEMENT OF ALL THAT PROPERTY

SITUATE AND KNOWN AS PLOT 698, SANUSI
FAFUNWA STREET, VICTORIA ISLAND, LAGOS WITH
TITLE NO, LO 7272 AT THE LAND REGISTRY, LAGOS

PREPARED BY:

OLAYEMI PETERS ESQ.

YEMI PETERS & ASSOCIATES
LEGAL PRACTiTIONERS,
34, LAWSON STREET,
LAGOS.

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THIS LEASE AGREEMENT is made and executed on 14th day of APRIL 2016

BETWEEN

SIR A. BENDELE A. OBILANA of 34, ELeshin Street, Obalende, Lagos, hereinafter referred to as the
“LESSOR” with expression shall where the context so admits include its successor-in-title, heirs, legal
representatives and assigns, of the one part.

AND

SKIPPER EYE-Q NIGERIA LIMITED, a limited liability company duly incorporated and validly existing under the
laws of the Federal Republic of Nigeria having its registered place of business for the time being at Plot No. 388,
Coscharis Business Centre, 4th floor Central Business District, Constitution road, Abuja, Nigeria (hereinafter
referred to as the LESSEE) which expression shall where the context so admits include its successors-in-title,
legal representatives and assigns) of the other part.

1. WHEREAS

The Lessor and Lessee intend to enter into a relation/agreement to the lease by the Lessor to the lessee for a
mixed land use premises situated at PLOT 698, SANUSI FAFUNWA STREET, VICTORIA ISLAND, LAGOS
WITH TITLE NO, LO.7272.

The LESSOR being the legal and beneficial owner, hereby lets unto the LESSEE vacant premises 1700 square
meters and known as PLOT 698, SANUSI FAFUNWA STREET, VICTORIA ISLAND, LAGOS WITH TITLE NO,
LO. 7272 hereinafter referred to as the "DEMISED PREIVIISES"

TO HOLD same UNTO the LESSEE for a term of TEN (10) YEARS CERTAIN commencing on the 14' July 2016
and terminating oh the 13th July 2026. Lease period may further be extended as per mutual discussion between
Lessor and Lessee.

WITH the LESSEE paying an annual rent of N14, 000,000.00 (Fourteen Million Naira) for the first five (5) years
payable in advance (Net of all deductions).

AND the rent of the next five (5) years thereafter will be at an increase of 20% over the 5'*' years rent (i.e
16,800,000 p.a) and will remain fixed foi" next five year term to be paid annually by the Lessee. The Total Rent of
N70,000,000 (Seventy Million Naira Only) being the payment for the first five years shall be paid as follows-

85% of the Term rent that is N59,500,000 (Fifty Nine Million Five Hundred Thousand Only) shall be paid at the
signing of the lease deed.

The balance of 15% that N10,500,000 (Ten Million Five Hundred Thousand only) shall be paid at the end of
the moratorium period, that is, 14'*' July, 2016 less the cost of all outstanding bills, taxes such as water bill,
PHCN, Land Use Charges and any other cost responsibility of the Lessor borne by the Lessee. The Lessee shall
provide the evidence receipt of amount paid to the official authorities.

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In consideration of the promises, mutual covenants and obligations set out below and to be
performed, the parties agree as follows;

2., THE LESSEE HEREBY COVENANTS WITH THE LESSOR as follows:

To pay the rent reserved on the day and in the manner set out below:

i. The sum of N59,500,000 (Fifty Nine million Five Hundred Thousand Naira) being five (5) years rent
immediately payable on or before the signing of these presents, the receipt of which sum the LESSOR
hereby acknowledges.

ii. The LESSEE is hereby given a moratorium of runety (90) days to put the DEMISED PREIVIISES into
habitable or operational condition from the date of execution of lease deed or hand over of premises
whichever is later and the same shall be rent free.

iii. To bear, pay and discharge or cause to be paid and discharged all future WITHHOLDING TAX imposed
or charged upon the lease or in respect thereof during the period of this agreement to the Lagos State
Government.

iv. To pay for electricity and diesel consumed and incurred if any in respect of the demised premises from
the date of execution of this lease deed and during the currency of this lease.

v. To keep the interior of the demised premises in good condition, reasonable wear and tear and damages
by fire or Act of God exempted and to pay for any damages thereto caused by acts of carelessness or
neglect.

vi. To permit the LESSOR and its agents and persons duly authorized by it at all reasonable times to
examine the state and condition of the demised premises and such entry to be with prior notice to the
LESSEE.

vii. To assign, underlet or part with possession of the demised premises, or any part thereof to group,
affiliates, associates companies and to any other third party with the consent of the LESSOR, such
consent however to be in writing and not to be unreasonably withheld

viii. To use the DEMISED PREMISES for the business of the Lessee for the provision for clinic, hospital,
medical services and related purposes including residence for staff members.

ix. To do or permit to be done any structural alterations to the demised premises with the consent of the
LESSORS except temporary partition, .false ceiling, office/clinic furniture & fixtures for which no prior
consent or permission will be required.

x. Not to do or permit to be done within the demised premises any act or thing inconsistent with the terms
of this agreement which may be to the annoyance or constitute a nuisance to the neighboring premises.

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xi. At the expiration or sooner determination of the said term, to restore the demised premises to its
original pre-rental condition and peacefLilly yield up possession to the LESSOR

3. THE LESSOR HEREBY AGREES with the LESSEE as follows:

i. That the LESSEE paying the rent hereby reserved and observing and performing the several
covenants and stipulations herein on its part shall peacefully enjoy the premises during the said
term without any interruption by the LESSOR or any other person or persons rightfully claiming
under or in trust for it.

ii. That the Lessor has obtained or has in their possession all permits, approval, licenses as required
under any act of Lagos State Government or Federal Government for letting out said premises to
Lessee.

iii. That the LESSEE may install air-conditioning units, temporary partition, false ceiling, arid any other
fittings except major structural changes for which prior consent of the LESSOR shall be required,
which shall not unnecessary be delayed.

iv. The LESSOR shall pay such rates, land usage charges, property tax, levy, taxes or outgoings on
the property as it is by law bound to pay on such lease.

v. To keep the premises structurally sound, wind and water tight and all exterior of the apartment
building in reasonable state of structural repairs.

vi. To insure and keep insured the DEMISED PREIVIISES against fire, lightening and tornado with an
insurance company of repute and (n case of fire or the occurrence of any of the insurable risks, to
immediately apply the monies collected from the insurance company on the DEMISED PREMISES
only and pay to the Lessee pertaining to their part of claim money.

vii. The LESSOR hereby undertakes that in the event of the LESSEE being dispossessed by reason
of want of proper title whatsoever to refund pro-rata rent paid in advance.

viii. In the event of the premises or any part thereof at any time during the tenancy being damaged or
destroyed by fire or tornado or any other causes not stated herein so as to be wholly or partly unfit
for habitation and use then the rent already paid in advance or a fair proportion thereof according
to the damage sustained shall be refunded in respect of the period during which the premises or
any part thereof shall be unfit for habitation and use.

ix. To deliver vacant possession of the demised premises to the Lessee free and clear of any
encumbrances such as but not limited to outstanding taxes, television & radio license,
development levy, advertisement levy, rates, duties, assessment, imposition and outgoings in
respect of premises prior to the commencement date of the lease.

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x. There is no litigation or claim or dispute is pending before any Court / Autfiority pertaining to the Land on
which aid premises is constructed, with anyone

xi. The demised premises are absolutely free from any encumbrances, lien, Mortgage, charges,
attachment or the like. In case, during the term of the lease hereinafter reserved and extension /renewal
thereof, the LESSOR transfers. Mortgages, sells, alienates or creates any charge, this Lease Deed shall
remain in effect for the full period of the lease and its renewal/extension thereto, as agreed herein.

xii. If the Lessor herein at any time during the period of this Agreement intend to sell and/or transfer its
ownership rights in the Demised pr<;mises as a whole or any part or parts thereof to any person or more
than one person, in that event the Lessee shall answer to such Transferee/Purchaser on the same
terms and conditions as are contained herein. In such an event, the Lessee shall be consulted prior to
such an event and assured of their Lease Agreement rights and the Lessor refunding the rent of the
unutilized term to the Lessee under this present agreement, the Lessor shall also ensure that the new
lease agreement shall be executed for the balance lease tenure by the prospective new owner/owners
in favor of the Lessee and that the terms herein agreed to shall be binding on him/them and the same
condition shall also apply in case of any subsequent sale or transfer of the ownership rights.

xiii. The Lessor will assist the Lessee in all possible manner in obtaining all the Licenses/ Permits as may be
required by Lessee to legally operate its business from the said property.

xiv. The Lessor covenants to be liable and indemnify the Lessee for all costs associated, liabilities and all
penalties levied against the Lessee for the improper, inability, misuse of the leased property

4. RENEWAL

This agreement shall automatically be renewed for a further period of five years after the expiry of initial
period of five years unless the lessee decide for prior termination by giving six month written notice of such
intention to the Lessor.

5. TERMINATION

This agreement may be terminated in any of the following ways:-

a. Upon expiration of the term of ten years.

b. By lessee upon found at a later stage about defect in title, ownership, right to use for lessee business &
residential purposes, non-payment of earlier or any taxes, levy, or duty etc by giving 60 days written notice to
rectify or remove such defects, failing which the lessee may terminate the agreement as per their
convenience. Lessor will refund the rent in respect of the unutilized term. In such a case besides any remedy
available under the law, lessee may claim indemnification for the loss suffered including loss of profit,
consequential losses.

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 c. By early termination by lessee by giving six months written notice of intention to do so in which case, the
Lessor shall refund the rent in respect of the unutilized term. The Lessor shall not have any right to terminate
the Lease as per terms of this Lease Agreement.

d. In the event that the Lessor is not able to refund the rent of the unutilised term to the Lessee on earlier
termination of this lease, at the time of physical handing over of the possession of Demised premises, then
the Lessor shall pay an compound interest at the rate of 24% per annum on all amounts outstanding and
payable {including the Security Deposit, if any ) to the Lessee by the Lessor as well as the Lessee shall be
entitled to keep the possession and use the Demised Premises without any obligation to pay any rent to the
Lessor, till the time the entire rent of the unutilised term is refunded back to the Lessee by the Lessor,

6. OTHERS

i. This Agreement shall be governed by and construed in accordance with the enabling laws in the Federal
Republic of Nigeria in general and Lagos State in particular

ii. The parties shall through mutual consultation endeavour to effect amicable settlement of any dispute,
difference and/or questions whatsoever which may at any time arise between them in connection with this
agreement including the construction hereof and /or the determination of their rights ,duties and/or
obligations hereunder(altogether referred to as "Dispute"). Any disputes which cannot be settled amicably
between the parties shall be referred to Litigation in accordance with the Lagos State High Court Rules
subsisting at the time of the referral of such Dispute,

iii. The both the parties warrants and represents to each other that, they have full power, capacity and authority
to execute, deliver and perform this Agreement and it has taken all necessary action (corporate, statutory or
otherwise), to execute, deliver, perform and authorise the execution, delivery and performance of this
Agreement and that it is fully empowered to enter into and execute this Agreement, as well as perform all its
obligations hereunder

iv. Cost of registration of this lease deed shall be borne by the Lessor.

v. If all or any portion of the said property are rendered inoperable and untenantable such that the Lessee is
unable to effectively utilize the Premises, an "Abatement Event" shall be deemed to have occurred.

vi. If an Abatement Event occurs otherwise than through a fault of the Lessee and notice thereof is provided to
the Lessor, the Lessee shall have the right to an abatement of rent until the Abatement Event ceases to exist
provided the Lessee cooperates in good faith in the rectification of the Abatement Event.

vii. In addition, if (i) an Abatement Event occurs otherwise-than through a fault of the Lessee, (ii) notice thereof
is provided to the Lessor, (iil) the Lessee cooperates in good faith in the rectification of the Abatement Event,
and (iv) such Abatement Event is not rectified within 60 days of the notice to the Lessor, the Lessee shall
have the right to terminate this Agreement.

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IN WITNESS whereof the parties hereto have set their respective hands and seal on the day and year first above
written.

SIGNED, SEALED AND DELIVERED

By the within-named LESSOR.

SIR, A. B. A. OBILANA. __________________

In the Presence of:

Name:………………………………………………………………………………………….

Address:……………………………………………………………………………………….

Occupation:………………………………………………………………………………….

Signature:……………………………………………………………………………………..

THE COMIVION SEAL of the within named

Skipper Eye-Q Nigeria Limited was
Hereto affixed In the presence of:

_____________________________
PRAVEEN GUPTA
AUTHORISED SIGNATORY

In the Presence of:

Name:………………………………………………………………………………………….

Address:……………………………………………………………………………………….

Occupation:………………………………………………………………………………….

Signature:……………………………………………………………………………………..

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