NON-EXCLUSIVE LEASING MANDATE AGREEMENT

(The “Agreement”)

Between

DH One Real Estate Private Limited Company (The “Principal”)

(BRN Number EIA/PC/2?0000132/2010)

AND

……………………………………………… (The “Broker”)

(BRN Number ……………………………………………..)

Collectively referred to as the “Parties” and individually as a “Party”

DEFINITIONS

“Commission” has the definition given to it in clause 6.1.;

“Lease” means a lease agreement that has been duly entered into between the Principal or any company within
its group structure and a Lessee of the Property;

“Lessee(s)” means a Person who has entered into a Lease for the leasing of a Property with the Principal;

“Offer” has the definition given to it in clause 6.1.2.1.;

“Person” includes both a body corporate or a natural person,

“Potential Lessee(s)” means a Person(s) who has/have not yet entered into a duly executed Lease but has/have
expressed interest, irrespective of whether such interest is verbal or in writing, in relation to the due conclusion
of a Lease;

“Property(ies)” means the property(ies) listed in Annex 1;

“Services” means the services that the Broker will provide, which will be mutually agreed upon and set out in
Annex 1;

The non-exclusive mandate to secure Potential Lessees on behalf of the Principal is granted to the Broker by the
Principal based on the terms below:

1. Term of Agreement
This Agreement shall commence upon the signature of the last Party and remain in force for the period set
out in Annex 1 or as extended by mutual agreement between the Principal and the Broker.

2. Services

2.1. The Services to be provided by the Broker, as well as the Property in relation to which the Services
shall be provided shall be described in Annex 1.

3. Responsibilities of the Broker

The Broker shall perform the Services in a good and workmanlike manner and shall amongst other things,
subject to the Principal’s written approval:

3.1. Advertise the Properties in accordance with the Broker’s standard advertising policy;

3.2. Conduct site visits (by agreement between the Parties) in accordance with the Principal’s ’s site visit
policy;

3.3. Comprehensively market Properties in accordance with the Broker’s standard marketing policy;

3.4. Report to the Principal on a bi-weekly basis as to progress that has been made in relation to the
performance of the Services, as well as any activity and enquiries received thereof.

3.5. Carry out any other services relating to the advertisement and marketing of the Properties as
required by the Principal from time to time.
 3.6. Provide market updates on key market requirements and trends for accommodation which is aligned
and completing with the market for Elevation Residence.

4. Special disclosures and confirmations by Principal

The following should be disclosed by the Principal via email, via an amendment to this Agreement, or
otherwise in writing failing which the Broker will not be liable, save for its negligence and wilful misconduct:

4.1. Fixtures & Fittings (items permanently attached to the Property or forming part thereof) which the
Principal will not be including in the Lease.

4.2. If applicable, that the Property is not subject to any restrictions in the form of an owner’s association
or ‘syndic’ which might hamper or obstruct the proper leasing of the Property.

4.3. That the Principal is not aware of any constructions/buildings on the Property which have been
erected without a duly approved building plan or otherwise, in contravention of any building laws.

5. Confidentiality

In consideration of any of the Parties disclosing Proprietary Information (hereinafter defined), each Party hereby
undertakes from the date of this Agreement:

5.1. to keep confidential all Proprietary Information that it may acquire in any manner;

5.2. to use such Proprietary Information exclusively for the purpose of this Agreement ( “Permitted
Purpose”) and not to use the Proprietary Information for the other Party’s own purposes or benefit;
5.3. not to disclose such Proprietary Information to anybody, except to authorised employees or other
agents of the other Party who need to have access to the Proprietary Information for the purpose of
carrying out their duties in connection with the Permitted Purpose;

5.4. to inform everybody to whom it discloses Proprietary Information that it is confidential and obtain
their agreement to keep it confidential on the same terms as this Agreement;

5.5. to keep safe any drawings, documents, contracts, samples, materials or any disclosure made under
this Agreement, provided by the other Party not to reproduce, part with possession of, modify or
otherwise interfere with such items, to return them immediately upon the other Party’s request and in
any event spontaneously when no longer required for the Permitted Purpose; and

5.6. to notify the other Party immediately upon becoming aware of any breach of confidence by anybody
to whom the Party has disclosed the Proprietary Information and give all necessary assistance in
connection with any steps which the other Party may wish to take to prevent, stop or obtain
compensation for such breach or threatened breach.

5.7. For the purpose of this clause 5., “Proprietary/Confidential Information” means any and all
information provided by the Principal in relation to the Permitted Purpose, whether contractual,
financial, commercial or technical, including without limitation, data, processes, designs, photographs,
drawings, and specifications, but excluding information which:

5.7.1 is or comes into the public domain otherwise than by disclosure or default by a Party;
 5.7.2 was or is lawfully obtained or available from a third party who was lawfully in possession of
the same and free to disclose it; or
5.7.3 was already known to the Party as evidenced by written record pre-dating such disclosure;

5.8. The Parties may be required to enter into a non-disclosure agreement notwithstanding the foregoing
under this clause 5..

5.9. The Parties hereby acknowledge that this clause 5. shall survive the expiry or termination of this
Agreement.

6. Remuneration / Commission

6.1. In consideration of the Broker providing the Services to the Principal, the Principal shall pay to the
Broker a Commission (hereinafter defined), which Commission becomes due and payable by the
Principal to the Broker in the following circumstances:

6.1.1. Where the Broker has directly contributed, in accordance with clause 3. (Responsibilities of the
Broker) to an agreement of Lease being successfully concluded for the defined Property.

6.1.2. A Lease shall be considered to be successfully concluded when:

6.1.2.1. the Principal accepts and agrees to the terms of Lease proposed and
submitted by the Broker or the Potential Lessee (the “Offer”)
6.1.2.2. the Lease is fully executed by both the Principal and the Lessee and registered
with the relevant authority if so required;
6.1.2.3. All annexures and supporting documents, wherever applicable, are provided
by the Broker;
6.1.2.4. Any security deposit payable by the Lessee, as per the agreed terms of the
Lease, has been paid by the Lessee.
6.1.2.5. The Lessee has taken occupation of the Premises.

6.1.3. . The Commission shall be calculated as follows:

6.1.3.1. Where the Lease is for one year or more, the commission payable is equivalent to 5% of
the first years basic rental, excluding VAT.

(Referred to as the “Commission(s)”)

6.2. The terms of payment of the Commission shall be as follows:

6.2.1. Subject to clause 6.1. above, 90% (ninety-percent) shall be payable to the Broker upon the
following actions having been carried out:

6.2.1.1. final execution of the unconditional Lease and submission of all Annexures thereto (as
applicable);
6.2.1.2. the payment or presentation of the rental deposit, as per the terms of the Lease and or
guarantee (as applicable);
6.2.1.3. the first month’s rental duly paid by the Tenant.

6.2.2. 10% (Ten percent) upon beneficial occupation of the Property by the Lessee.

6.3. It is specifically recorded that Commission shall only be payable as set out under this Agreement as
concluded and that negotiations with existing tenants for relocations, downsizings or new leases,
 inclusive of any renewal terms of the Lease, will be carried out by the Principal unless otherwise
agreed upon in writing between the Parties.

6.4. If so required by appliable law, the Principal shall deduct withholding tax from the Commission and
remit to the same to the relevant tax authorities.

7. Termination

7.1. This Agreement may be terminated by either Party provided that the Party seeking the termination
shall give one (1) month notice to the other Party of its intention to terminate this Agreement.

7.2. Either Party may terminate this Agreement forthwith by written notice to the other Party if:
7.2.1.1. that other Party commits a breach of its obligations under this Agreement and in the
case of a breach capable of remedy, such a breach is not remedied within fourteen (14)
days of the other Party being specifically required to do so;
7.2.1.2. an order is made by a court with competent jurisdiction for the winding-up of that other
Party or a resolution is passed by the shareholders of that other Party for its winding-up
(except for the purposes of amalgamation or reconstruction in such manner that the
resulting company is bound by and assumes the obligations imposed on that other Party
by this Agreement);
7.2.1.3. that other Party ceases to pay its debts or becomes unable to pay its debts within the
meaning of any insolvency law in force in Mauritius;
7.2.1.4. that other Party disposes of the whole or any substantial part of its undertaking or
assets;
7.2.1.5. that other Party ceases or threatens to cease to carry on all or any substantial part of its
business; or
7.2.1.6. that other Party fails to perform its obligations under this Agreement and in the case of
the Service Provider, the Service Provider fails to perform the Services to the
satisfaction of the Client.

8. General

8.1. Nothing contained in or relating to this Agreement shall constitute or be deemed to constitute a
partnership.

8.2. This Agreement may be executed in number of counterparts all of which when taken together shall
constitute one and the same agreement.

8.3. This Agreement shall be binding on and continue in relation to the respective successors in title or
personal representatives (as the case may be) and permitted assigns of each of the Parties to this
Agreement.

8.4. No waiver (whether expressed or implied) by one of the Parties of any of the terms, conditions or
provisions of this Agreement or of any breach or default by any Party in performing any of these
terms, conditions or provisions and no waiver of this kind shall prevent the waiving Party from
enforcing any of the other terms, conditions or provisions or from acting on any subsequent breach
of or default by any other Party to this Agreement.

8.5. This Agreement contains the entire agreement and understanding between the parties in relation to
its subject matter and supersedes any other prior agreement made between the parties.
 8.6. If any of the terms, conditions or provisions of this Agreement is found by a court or other competent
authority to be void or unenforceable, those terms, conditions and provisions shall be deemed to be
deleted from this Agreement and the remaining terms, conditions and provisions shall continue in full
force and effect. Notwithstanding the foregoing, the parties shall negotiate in good faith in order to
agree the terms of a mutually satisfactory provision to be submitted for any provision found to be
void or unenforceable.

8.7. No amendments to or waiver of any of the terms, conditions and provisions of this Agreement shall
be effective unless the amendment or waiver is in writing and signed by the parties to this
Agreement (or their permitted assigns).

8.8. Each party irrevocably undertakes to observe the terms conditions and provisions of this Agreement.

8.9. A Person who is not a party to this Agreement has no right to enforce any term, condition or
provision of this Agreement.

8.10. Offers are to be submitted in writing by the Broker or it’s representatives. This includes by email, SMS
or equivalent and any hand delivered documents.

8.11. It is acknowledged that any Offer for a Potential Lessee presented to the Principal shall remain open
for a period of 10 (ten) business days. Failure of the Principal to revert to the Broker within the 10
(ten) business days period shall imply that the Offer has either lapsed or the Principal is not
interested in going further with the Offer, unless the contrary is communicated by the Principal in
writing.

8.12. The Principal is responsible to inform the Broker of any material changes to the Property listed and
its availability for lease without undue delay.

8.13. The Broker is required to confirm that a Potential Lessee has not been engaged in the process of
securing a lease with another third-party broker for the same Property prior to submission of any
Offer to the Principal .

8.14. The Principal reserves the right to accept or reject any Offer at its sole discretion.

9. Assignment

9.1. The Broker will have the right at any time to assign any of its rights or obligations under this
agreement to a direct or indirect owned entity within its group or affiliate of the Broker, provided
that, in the event of any such assignment, the Broker will remain liable for all such obligations.
Moreover, such an assignment shall be subject to the Principal’s consent, which shall not be
unreasonably withheld or delayed.

9.2. Subject to the foregoing, this agreement is binding upon and inures to the benefit of the parties
hereto and their respective successors and assigns. This agreement may not otherwise be assigned
by the parties hereto.

10. Governing law and Jurisdiction

10.1. This Agreement and any non-contractual obligations connected with it will be governed by and
construed in accordance with Ethiopian laws.
 10.2. Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination
or invalidity thereof, shall be settled by arbitration in accordance with the International Arbitration
Rules.

10.3. The number of arbitrators shall be one.

10.4. The juridical seat of the arbitration shall be Ethiopia.

10.5. The language of the arbitration shall be English.

IN WITNESS WHEREOF each Party has executed this Agreement on the dates indicated below:

DATED AT ……………………..on this ……………………day of ……………………….202…

For and on behalf of the PRINCIPAL, duly authorized.

................................................................
Name:
Capacity:

DATED AT ………………….. on this ……………………day of ……………………….202…

For and on behalf of the BROKER or Nominee, duly authorized.

………………………………………………………………….
Name:
Capacity:
ANNEX 1

Item Detail Comment

1 Term of Mandate: 12 Months

2 Property Description: Elévation, Addis Ababa, Ethiopia

3 Services to be a. The Broker shall source only Potential Tenants

provided matching the Principal’s criteria.

b. The Broker shall draft the Principals Hybrid Offer

to Lease in triplicate based on rentals not below
the Budget Rentals as indicating on the Tenancy
Schedule.

c. The Broker shall present the Offer together with

the relevant Financial Intelligence Centre Act
(FICA) documents to the Principal for approval;

(i) certified copies of the CK documents

(ii) Members ID/Passport document
(iii) Proof of residential address
(iv) VAT registration documents.

d. Should the Offer be below the Principal’s budget

for rentals, the Broker shall submit a rental
analysis to the Principal with market comparisons
for the Principal’s consideration.

e. Once the Principal has accepted the Potential

Tenants’ offer, the Broker shall notify the Potential
Tenant of the acceptance by way of a formal
acceptance letter.

f. The Broker shall provide the Principal with all the

relevant documentation to invoice the Tenant for
its deposit and first rentals. The Broker shall follow
up and ensure payments are made on time.

g. The Principal shall prepare the Principal Hybrid

Lease Agreement in triplicate and obtain the
Tenants signature. Any variance to the Lease
agreement must be approved by the Principal.

h. The Broker must either deliver the original signed

Lease Agreement in triplicate to the Principal for
signature OR assist in the facilitation of the
 signature of the Lease at DARA

i. The Broker must ensure the Tenant is provided

with their copy once signed by the Principal and
authenticated by DARA if applicable.

The Broker’s role and responsibility ends once all

agreements are signed, deposit and rentals are paid, and
the keys are handed over to the Tenant to occupy the
premises.