TENANCY AGREEMENT

BETWEEN:

1. JAMES OFOMA OBOGWU

2. EVERESTUS UCHE ITODO
3. AYODELE MOROUNKEJI ADETUYI
4. GLORIA CHINEKWU EGWUONU
(Trading Under the Name and Style, “BBC PROFESSIONALS”)
(LANDLORDS)

AND

GLOVOAPP NIGERIA LIMITED

(TENANT)

In Respect of Ground Floor, 200 Square Metres, Open Plan Premises

located at No. 7 McNeil Road, Sabo-Yaba, Lagos State.

Prepared by:

……………………..……
Kingsley C. Itodo, Esq
K.C ITODO & ASSOCIATES
8th Floor, Polaris Bank Building
No. 30, Marina Street, Lagos
State
Tel: 07039409297
E-mail:kcitodo&associates@gmail.com
 TENANCY AGREEMENT

This Tenancy Agreement is made this 1st day of December 2022

BETWEEN:

JAMES OFOMA OBOGWU, EVERESTUS UCHE ITODO, AYODELE

MOROUNKEJI ADETUYI, GLORIA CHINEKWU EGWUONU, Trading
Under the Name and Style, “BBC PROFESSIONALS (Chartered
Accountants) a professional/ business organization registered under the
Laws of Federal Republic of Nigeria with its Office address at (Charter
House) No.7 McNeil Road, Sabo Yaba, Lagos State (hereinafter called “the
Landlords”) (which expression shall where the context admits include its
successors-in-title and assigns) of one part,
AND

GLOVOAPP NIGERIA LIMITED a limited liability company incorporated

under the laws of the Federal Republic of Nigeria with its registered office
at 4th Floor, Adamawa Plaza Plot 1099, 1st Avenue Off Shehu Shagari Way,
Central Business District FCT, Abuja, NIGERIA, (hereinafter called “the
Tenant”) (which expression shall where the context admits include his
successors-in-title and assigns) of the other part,

WHEREAS:

I. The Landlords are the beneficial owners of the two (2) storey
building/property located at No.7 McNeil Road, Sabo Yaba, Lagos
State.

II. The Tenant is desirous of renting an Open Plan Premises at the

ground floor of the property measuring about 200 square
metres, (hereinafter referred to as the ‘the Premises ”) for a period
of one (1) year for commercial purpose. For the purposes of clarity,
commercial purpose in this clause shall be interpreted as referring
to any business activity which is developed by the Tenant as part
of its professional activity, including but without being limited to
the implementation and management of a warehouse and/or
supermarket closed to the public for the online offer and delivery of
products.

III. The Landlords have agreed to let and the Tenant has agreed to
 rent the Premises for a term of one (1) year subject to the terms
and conditions hereinafter reserved and contained.

NOW THIS AGREEMENT WITNESSES as follows:

1. CONSIDERATION:

In consideration of the rent hereafter reserved and the covenants,

conditions and provisions on the part of the Tenant hereafter
contained, the Landlords as OWNERS, hereby let unto the Tenant the
Premises located at No.7 McNeil Road, Sabo Yaba, Lagos State, TO
HOLD same unto by the Tenant for a term of one (1) year (‘the
term’), the Tenant YIELDING AND PAYING THEREFORE the rent of
N6, 000, 000.00. (Six Million Naira) only, the receipt of which the
Landlords acknowledge, representing rent in advance for one (1) year
commencing from the 1st day of December, 2022 and ending on
the 30th day of November, 2023.

2. THE TENANT COVENANTS WITH THE LANDLORD AS FOLLOWS:

a. To pay the rent hereby reserved on or before the 1 st day of December

of each and every year for the renewal of this Agreement, whether
demanded or not.

b. The Tenant reserves the right to transfer this relationship to any

entity directly or indirectly belonging to the Tenant (the GLOVO group
companies and subsidiaries). In the event that the Tenant or any
GLOVO group company or subsidiary is involved in a merger,
consolidation, change of corporate control, substantial assignment of
assets, restructuring or liquidation, the Tenant may transfer or
assign this relationship to the related party or any of its affiliates and
shall notify the Landlords of such assignment as soon as practicable.

c. Not to make or permit any alteration or addition to the Premises’

structure without a prior written consent of the Landlords first
sought and obtained, consent not to be unreasonably withheld.
Nevertheless, consent of the Landlords shall not be necessary for
non-structural alterations or works that the Tenant shall perform in
the Premises for the correct development of its business activities.

d. To use the rented Premises for business purposes only. For the
purposes of clarity, business purposes in this clause shall be
 interpreted as referring to any business activity which is developed by
the Tenant as part of its professional activity, including but without
being limited to the implementation and management of a warehouse
and/or supermarket closed to the public for the online offer and
delivery of products

e. To keep the interior part of the premises in good and tenantable

condition and on termination of the tenancy to deliver up to the
Landlords in a proper state reasonable wears and tears expected.

f. To live in peaceful co-existence with other members/occupants of the

property, and carry out other activities necessary for peace and
tranquility in the compound/neighbourhood. For the purposes of this
clause, the normal development of the Tenant’s business activities
cannot be considered as interrupting peaceful co-existence, unless it
is developed in an exceptionally damaging manner, generating
unnecessary prejudices for the other members/occupants of the
property.

g. To pay annually, additional seven percent (7%) of the annual rental

value of the Premises as service charge for security, cleaning and
waste disposal only.

h. To permit the Landlords or their agent to carry out occasional

inspection of the Premises or the immediate external surrounding at
reasonable hours in the day time, whenever those are strictly
necessary for the purpose of viewing the condition thereof and of
effecting repairs that may be deemed necessary by the Landlord not
arising out of the Tenant’s action. The Landlords will notify the
Tenant, at least, seven (7) days in advance of their intention to carry
out the said inspections and will reach an agreement on the best
moment and manner to carry them out, always keeping their
intervention to the minimum and refraining from disturbing and/on
anyhow interrupting the Tenant’s activities in the Premise

i. To direct any complaint to the Landlords or their representative or

agent in writing immediately or within reasonable time as the case
may be.

j. Not to use or permit the use of the Premises or any part thereof in
such a way as to constitute nuisance or an embarrassment to the
 Landlords, co-tenants of the property or neighbors. For the purposes
of this clause, the Landlords hereby acknowledge that the Tenant will
use the Premises for the development of its businesses activities as
defined above and accept that its normal development shall not be
considered as a breach of this clause.

k. Not to use or permit the rented Premises to be used for any illegal or
unlawful purpose.

l. To comply with all environmental laws, rules, regulations of the

Federal, State and Local Government in the use of the property.

3. THE LANDLORDS HEREBY AGREE WITH THE TENANT AS

FOLLOWS:

a. The property housing the Premises is free from encumbrance.

b. The Landlords undertake to repair or assume the costs of any

reparation or alteration necessary due to any structural defects, either
visible or hidden, in the Premises not directly attributable to the
Tenant.

c. To keep the property structurally sound and keep the exterior parts
thereof in a tenantable condition.
d. That the Tenant paying the said rent, observing and performing his
obligations under this agreement may quietly enjoy the apartment
without unlawful interruption by the Landlords or person/s lawfully
claiming through or under them or in trust for them.

e. The Landlords declare that water is available and ready for use and
that all other facilities such as electricity/energy and other needed
facilities shall be provided and taken care of by the Tenant.

f. The Landlords declare and guarantee that the Property housing the
Premises already is duly registered with the Government of Lagos State
for commercial purpose.

• IT IS HEREBY FUTHER EXPRESSLY AGREED AS FOLLOWS:

4. The first six (6) months of the term of the agreement constitute its
mandatory duration. Once these 6 months have passed, the Tenant
may terminate this Agreement without incurring a penalty, by giving
the Landlords written prior notice of at least 2 months. In the event of
termination under this clause or any other clause in this Agreement,
all duration spent by the Tenant in the property shall be duly paid
for.

5. That the Landlords shall utilize the Business/Professional

Organization (BBC PROFESSIONALS) in all their dealings with the
Tenant and all payments due to the Landlords in respect of this
tenancy relationship shall be made to them through the bank
account of BBC PROFESSIONALS.

6. That the Landlords have authorized Mr. James Ofoma Obogwu (the
Managing Partner of BBC Professionals) and Mr. Everestus Uche
Itodo (the Deputy managing Partner of BBC Professionals) to
represent them in the transactions with the Tenant in respect of this
Agreement and by virtue of that, other subsequent documents, letters
or notices shall be signed by them or any other partner/s of BBC
Professionals in the manner stated in paragraph (7) below.

7. A notice, letter or document signed by a person designated as the

“Managing Partner” of BBC Professionals or by any other two (2)
Partners of BBC Professionals, jointly shall upon service on the
Tenant, be deemed a proper notice, letter or document emanating
from the Landlords.

8. Should the rent herein reserved (or any payment required to be made
under this agreement) be in arrears for 14 days whether demanded or
not, or either Party be in breach of any of its covenant or condition
contained herein, the prejudiced Party may terminate this Agreement
after issuance of notice of breach and the breach is not remedied
within 14 days after service. This is without prejudice to their right to
bring an action in respect of the breach.

9. A notice in writing by the Landlords to the Tenant stating that they

have terminated the Agreement as stated in paragraph (8) above,
shall immediately upon the receipt by the Tenant terminates this
tenancy relationship, and the Tenant shall deliver possession of the
Premises to the Landlords: provided always that the Landlords shall
before serving notice of termination in this regard serve notice of
breach to the Tenant in writing, and request it to remedy same within
 a specified period, which must not be less than 14 days.

10. By its part, the Tenant may, at any time, including during the
mandatory period defined in clause four, terminate this Agreement
with immediate effect over any hidden and/or not communicated
defects in the premises which adversely affect the business of the
Tenant.

11. The Tenant is hereby permitted, among any other necessary

work that does not alter the structure of the Premises, to drill holes
through some designated points and carry out such works in the
rented Premises for the purpose of installation of split–unit air
conditioners: provided always that the Tenant shall seal up any hole
drilled, undo such works and restore the walls of the rented Premises
to their original condition and position before quitting same upon the
termination of this tenancy.

12. Option to Renew/Rent Review:

The Tenant may exercise the option to renew the term granted under
this tenancy for another year by giving notice of renewal to the
Landlord and paying an annual rent of N6, 000, 000.00. (Six Million
Naira) only before the expiration of the current tenancy relationship
or not later than 14 days after the expiration of the current tenancy
relationship, provided that the Tenant complied with the covenants
herein contained without breaching any. The term shall not be
considered renewed or extended without an express request by the
Tenant and, provided that the conditions reached in this Agreement
are respected.

The Landlords reserve that right to review/increase the rent payable

on the rented premises after two year of this tenancy relationship and
the review shall be negotiated with the Tenant considering the
following factors:

a. The rent at which the premises might reasonably be expected

to be in the open market by a willing landlord for a term
equivalent to the term granted under this Agreement, or

b. The rent at which the premises might, in the opinion of an

expert be let.

13. Notices
 Any Notice/s to be served under this Agreement shall be in writing
and notice to the Tenant shall be sufficiently served if served on any
officer of the Tenant working with/for the Tenant in the Premises, or
pasted at the last known address of the Tenant.

14. Resiliation
Where the Landlords want to terminate this tenancy relationship for
personal use, or any other reason whatsoever except as stated under
paragraph eight (8) and nine (9) above, the Tenant shall be entitled to
six (6) months “Notice to Quit”.

15. Right to refund

The Tenant shall be entitled to a refund of his unexpired rent where it
has not exhausted its rent at the date of termination, and where the
Tenant is in arrears of rent, it shall pay for the rental value of all the
period it occupied in the Premises, including the notice period.

16. Governing Laws and Jurisdiction

The Tenancy relationship between the Landlords and the Tenant

herein shall be governed by the Laws of Nigeria especially, the
Tenancy Law of Lagos Sate.

Any controversy arisen out of the terms of this Agreement shall be

dealt with by the competent courts of Lagos State.

IN WITNESS OF WHICH the parties have executed this Tenancy

Agreement in the manner below, the day and year first above written.

SIGNED SEALED AND DELIVERED:

By the within-named Landlords:

1. JAMES OFOMA OBOGWU ……………

2. EVERESTUS UCHE ITODO ……………

3. AYODELE MOROUNKEJI ADETUYI ……………

4 GLORIA CHINEKWU EGWUONU ………………

(Trading Under the Name and Style, “BBC PROFESSIONALS”)
IN THE PRESENCE OF:

NAME:

ADDRESS:

OCCUPATION:

SIGNATURE:

THE COMMON SEAL OF THE WITHIN NAMED TENANT, GLOVOAPP

NIGERIA LIMITED, is hereby affixed and the Agreement was executed
in the presence of:

…..……………. ……..…….………
DIRECTOR GENERAL ATTORNEY
Oscar Pierre Miquel María Asunción Rancé