DELIVERY AGREEMENT

RENDA LIMITED

AND

MULTICOM COMMUNIVATION SOLUTIONS LTD

THIS AGREEMENT is dated 17 MAY 2022

PARTIES
(1) MULTICOM COMMUNICATIONS SOLUTIONS LTD a company incorporated and registered in
Nigeria whose registered office is at 14B MURPHY ABABIAKA STREET BLUEGATE
ESTATE, AGUNGI, LAGOS Nigeria (hereinafter “Delivery Partner” (D.P) which term
shall include its personal representatives, successors and permitted assigns.)
(2) RENDA (hereinafter called the “COMPANY” which term shall include its representatives,
successors and permitted assigns)
(3) DRIVERS (hereinafter shall be refer to as “Runners”)
BACKGROUND
(A) The DP is a fleet management company in the administration and management of vehicles
within Nigeria.
(B) The COMPANY is in the logistics business in Nigeria and uses several vehicles across Nigeria
in furtherance of its business.
(C) The DP wishes to register its vehicles, and the COMPANY wishes to use the vehicles on the
terms and conditions set out in this agreement.
(D) The COMPANY has granted DP parking access to its locations across the country for daily
operations

1. TITLE AND RISK

1.1 The title to the vehicle delivered by the DP to the COMPANY shall remain at all times with
the DP and all associated risks in the Van shall remain with the DP and not pass to the
COMPANY.

2. VAN (VAN IS HEREIN REFERRED TO AS BUSES, MINI-BUS, SPACE CAR, CAR ETC)
STANDARD AND MAINTENANCE

2.1 The vehicles supplied to the COMPANY by the DP under this agreement shall:
(a) be of satisfactory quality and fit for any purpose held out by the DP or made known
to the DP by the COMPANY;
(b) be free from defects in design, material and workmanship and remain so during the
Term;
(c) comply with all applicable statutory and regulatory requirements applicable to the
operation of the vehicle on all roads in Nigeria.

2.2 The DP shall obtain and maintain in force for the Term all licences, permissions, authorisations,
consents and permits needed to operate the vehicle on Nigerian roads in accordance with the
terms of this agreement except if the DP wants the COMPANY to obtain the license.

2.3 The COMPANY shall have the right to inspect the vehicle during the Term for any defects or
problems. If following an inspection, the COMPANY reasonably considers that the vehicle is
not or is not likely to be as warranted under clause 2.1, the COMPANY shall inform the DP
and the DP shall immediately take such action as is necessary to ensure that the Vans are or
will be as warranted under clause 2.1. The COMPANY shall have the right to re-conduct
inspections after the DP has carried out its remedial actions and will reserve the right to
terminate this Agreement if the necessary remedial actions have not been fully and properly
undertaken.

3. ACCEPTANCE AND DEFECTIVE VAN

3.1 If the Vehicle delivered to the COMPANY does not comply with clause 2.1 or is otherwise not
in conformity with the terms of this agreement, then, without limiting any other right or remedy
 that the COMPANY may have, the COMPANY may reject the Vehicle and choose not to
operate it and may choose to terminate this Agreement.

3.2 Where the COMPANY chooses not to operate the Vehicle due to its non-compliance with
Clause 2.1, the DP shall have no right to bring an action against the COMPANY for its refusal
to operate the Vehicle.

3.3 The terms of this agreement shall apply to any repaired or replacement vehicle supplied by the
DP.

4. ARREST AND ACCIDENT

4.1 Where a Runner is unable to complete a delivery due to arrest or a faulty vehicle (“the Event”),
the DP shall contact the COMPANY 15 minutes latest from the occurrence of the Event and
shall immediately arrange for another Runner to complete the delivery. Where the DP is unable
to dispatch a new Runner, the COMPANY shall assign an alternate Runner to pick up the item
and the DP must provide the pick-up location.

4.2 Where a Runner is involved in an accident, DP shall inform the COMPANY of this within 30
minutes from the occurrence of the accident. Where the DP is unable to assign a new Runner,
the COMPANY shall assign an alternate Runner to pick up the item and the DP must provide
the pick-up location.

5. DELAYED PICK-UP AND DELIVERY

5.1 The DP shall ensure that it picks up each item at the time or date specified by the COMPANY.

5.2 Each item shall be delivered at the time or date specified by the COMPANY, provided that the
Runner is permitted to deliver an item within specified time and date after the time specified
(Extended Delivery Time). Any delivery made after the Extended Delivery Time shall be
considered a late delivery and the penalty set out in Schedule A shall be enforced, unless
(a) the Runner contacts the COMPANY before the expiration of the Extended Delivery
Time providing reasonable and cogent reasons for the delay; or
(b) the client is inaccessible or requests a redelivery.

5.3 Where a Runner is unable to deliver an item within the agreed delivery time, the DP shall inform
the COMPANY as follows:
(a) Same day – Latest 5:00pm
(b) Reasons why they could not be delivered

5.4 All regular deliveries must be completed Same day.

6. DELIVERY TIMELINE

6.1 Runners are expected to get to the location of the vendor at least by 9am on the day of pick-up
of orders. An arrival beyond this time shall be deemed as a later delivery and the penalty in
Schedule A shall apply.

6.2 The Runner is expected to wait for 30 minutes after which there is no response from the Vendor
the Runner shall communicate this delay to the COMPANY

7. CALL COMPLIANCE

7.1 The Runner must ensure a call compliance and pick-up rate of 90% from the client and provide
an update on the status of the deliveries in his/her care. Failure to do so without returning the
call afterwards will result in the penalisation of the supplier.

7.2 Runners must not be deceptive about their location. If the location of the Runner is later
confirmed to be inaccurate or the Runner arrives at the destination later than by the timeline
stated in clauses 6 and 7, the supplier will be penalised.

7.3 The COMPANY is hereby authorised to track the location of the Runner by leveraging
technology at its disposal.

7.4 Where a client is inaccessible, the Runner must ensure they make at least 3 calls and send at
least 1 SMS to the client. The Driver must contact the COMPANY before leaving the location
of an inaccessible client.

7.5 Any breach of the provisions of this clause 8 will entitle the Runner and the supplier to a penalty
fee for non-call compliance.

8. PAYMENT AND PROFIT-SHARING MECHANISM

8.1 Payment for services rendered by the Parties to the COMPANY’s clients shall be made to the
COMPANY’s designated bank account and the DP shall not receive payment for such services
on behalf of the COMPANY.

8.2 Where in extenuating circumstances and with the prior approval of the COMPANY, the DP is
authorised in writing to receive payment on behalf of the COMPANY, the DP shall remit the
full sum received to the COMPANY within 48 hours of receipt, extendable by mutual
agreement of both Parties, failing which the COMPANY is authorised to pursue all legal means
in obtaining the unremitted sum, or any part of it from the DP.

8.3 All Income and/or Revenue made from the operation of the delivery by the COMPANY shall
be shared between the DP and the COMPANY based on a percentage ratio of 80% for DP to
20% for the COMPANY as agreed.

8.4 The DP’s share of the revenue and or proceeds arising from this agreement shall be remitted
every two weeks, subject to the following payment schedule
 8.5 9.4.1 All deliveries made within the month would be paid Bi-monthly (Twice a
month).

8.6 The COMPANY shall not be liable to make any remittance for any periods where the vehicle
was not operated due to a failure to comply with clause 2.1.

8.7 The COMPANY shall not be liable to make payment for any incomplete delivery, where its
Driver is at fault due to lateness or accident.

9. INSURANCE

9.1 During this agreement the DP shall maintain in force the following insurance policies with
reputable insurance companies:
(a) full and comprehensive insurance; and
(b) third party insurance
(c) goods in transit insurance

9.2 On taking out and on renewing each policy, the DP shall promptly send a copy of the receipt
for the premium to the COMPANY. On the COMPANY's written request, the DP shall provide
the COMPANY with copies of the insurance policy certificates and details of the cover
provided.

9.3 The DP shall:

(a) do nothing to invalidate any insurance policy; and
(b) notify the COMPANY if any policy is (or will be) cancelled or its terms are (or will
be) subject to any material change.

9.4 The DP's liabilities under this agreement shall not be deemed to be released or limited by the
DP taking out the insurance policies referred to in clause 5.1.

10. OBLIGATIONS OF THE DP

10.1 Pursuant to clause 10 the DP shall be solely responsible for maintaining in force a fully
comprehensive and a third-party insurance policy during the Term.

10.2 The DP shall be solely and fully responsible for providing, remunerating and paying all costs
(including but not limited to any medical benefits, taxes or any other sum required by law to be
paid) associated with hiring a driver to operate the Van.

10.3 Pursuant to clause 2.2, the DP shall be responsible for obtaining and maintaining in force during
the Term all licences, permissions, authorisations, consents and permits needed to operate the
Van on Nigerian roads in accordance with the terms of this agreement.
11. INDEMNITY

11.1 The DP shall indemnify the COMPANY against all liabilities, costs, expenses, damages and
losses (including but not limited to any direct, indirect or consequential losses, loss of profit,
loss of reputation and all interest, penalties and legal and other reasonable professional costs
and expenses) suffered or incurred by the COMPANY arising out of or in connection with:
(a) any claim made against the COMPANY by a third party to this Agreement arising out
of, or in connection with, the use or operation of the vehicle, to the extent that such
claim arises out of the breach, negligent performance or failure or delay in
performance of this agreement by the DP, its employees, agents or subcontractors;
and
(b) any claim made against the COMPANY by a third party to this Agreement for death,
personal injury or damage to property, or delay in delivery arising out of, or in
connection with, a defective vehicle, to the extent that the defect in the Runner is
attributable to the acts or omissions of the DP, its employees, agents or subcontractors.

11.2 If any third party makes a claim, or notifies an intention to make a claim, against the
COMPANY which may reasonably be considered likely to give rise to a liability under this
indemnity (“Claim”), the COMPANY shall as soon as reasonably practicable, give written
notice of the Claim to the DP, specifying the nature of the Claim in reasonable detail.

11.3 If a payment due from the DP under this clause is subject to tax (whether by way of direct
assessment or withholding at its source), the COMPANY shall be entitled to receive from the
DP such amounts as shall ensure that the net receipt, after tax, to the COMPANY in respect of
the payment is the same as it would have been were the payment not subject to tax.

12. ASSIGNMENT AND OTHER DEALINGS

12.1 Neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal
in any other manner with any or all of its rights and obligations under this agreement without
the prior written consent of the other party.

13. COMMENCEMENT AND TERM

13.1 This agreement shall commence on the (Day) of (Month) 2022 and shall continue, unless
terminated earlier in accordance with clause 15, for a year when it shall terminate automatically
without notice unless renewed by written agreement between both Parties (Term).

13.2 The COMPANY shall reserve the right to revise the profit share mechanism that shall apply to
any further term granted.

14. TERMINATION

14.1 Without affecting any other right or remedy available to it, either party may terminate this
agreement on giving not less than two months' (60 days) written notice to the other party.
14.2 The COMPANY may terminate this Agreement immediately where the vehicle is not in
compliance with clause 2.1 or where the necessary remedial actions to bring the Van into
compliance with clause 2.1 have not been fully and properly undertaken.

14.3 The COMPANY may terminate this Agreement immediately where the DP fails to fulfil any
or all of its obligations in clause 11 or Schedule 2.

14.4 On termination of this agreement the following clauses shall survive and continue in full force
and effect:
(a) Clause 10 (Insurance);
(b) Clause 12 (Indemnity);
(c) Clause 17 (Arbitration)
(d) Clause 24 (Governing Law).

14.5 Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of
the parties that have accrued up to the date of termination, including the right to claim damages
in respect of any breach of the agreement, which existed at or before the date of termination.

15. SEVERANCE

15.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or

unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid,
legal and enforceable. If such modification is not possible, the relevant provision or part-
provision shall be deemed deleted. Any modification to or deletion of a provision or part-
provision under this clause shall not affect the validity and enforceability of the rest of this
agreement.

15.2 If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the
parties shall negotiate in good faith to amend such provision so that, as amended, it is legal,
valid and enforceable, and, to the greatest extent possible, achieves the intended commercial
result of the original provision.

16. ARBITRATION

16.1 In the event of any dispute, controversy or claim (“Dispute”) arising out of or in connection
with this agreement the Parties shall use their best efforts to settle such Dispute by consulting
with each other in good faith in an attempt to reach a just and equitable solution that is
satisfactory to all parties.

16.2 If the Parties cannot reach a just and equitable solution within a period of 7 (seven) days, then
the Dispute shall be referred to a single Mediator to be appointed by the Lagos Multi Door
Court House in accordance with the provisions of the Rules.

16.3 The Mediation shall be held in Lagos, Nigeria.

16.4 The Parties agree that the Mediator’s decision will be final and binding and may be enforced
against the Parties or their assets wherever they may be found, and may be entered in any court
having jurisdiction over it.

17. VARIATION

No variation of this agreement shall be effective unless it is in writing and signed by the parties
(or their authorised representatives).

18. WAIVER

18.1 A failure or delay by a party to exercise any right or remedy provided under this agreement or
by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or
restrict any further exercise of that or any other right or remedy. No single or partial exercise
of any right or remedy provided under this agreement or by law shall prevent or restrict the
further exercise of that or any other right or remedy.

19. NON-COMPETE

19.1 It is understood that as a partner of the COMPANY, the DP may not in any way sign another
contract with existing clients whom the COMPANY has an agreement with. Such an act will
be deemed as a breach of this contract.

19.2 Partners shall give Renda an exclusive service without bias by not engaging in services with
Renda clients behind the COMPANY.

20. CONFIDENTIALITY

21.1 The DP shall not share any information belonging to the COMPANY, including but not limited
to the contents of this Agreement, with any third-party other than its employees.

21. NOTICES

21.1 Any notice given to a party under or in connection with this agreement shall be in writing and
shall be delivered by hand or by pre-paid first-class post or other next working day delivery
service at its registered office (if a company) or its principal place of business (in any other
case)

21.2 Any notice shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt;

 (b) if sent by pre-paid first-class post or other next working day delivery service, at the
time recorded by the delivery service.

21.3 This clause does not apply to the service of any proceedings or other documents in any legal
action or, where applicable, any arbitration or other method of dispute resolution.

22. ENTIRE AGREEMENT

22.1 This agreement constitutes the entire agreement between the parties and supersedes and
extinguishes all previous agreements, promises, assurances, warranties, representations and
understandings between them, whether written or oral, relating to its subject matter.

23. GOVERNING LAW AND JURISDICTION

This agreement and any dispute or claim arising out of or in connection with it or its subject
matter or formation (including non-contractual disputes or claims) shall be governed by and
construed in accordance with the law of the Federal Republic of Nigeria by the courts of
Nigeria.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed in the
manner hereinafter appearing.

THE COMMON SEAL OF —--------- LOGISTICS IS HEREUNTO AFFIXED IN THE

PRESENCE OF ITS

_________________ _______________________
LAYE HART ARMSTRONG HORSRACE
DIRECTOR EXECUTIVE DIRECTOR

THE COMMON SEAL OF RENDA IS HEREUNTO AFFIXED IN THE PRESENCE

OF ITS

_________________ _______________________
OPE ONABOYE BIMBO ONABOYE
DIRECTOR EXECUTIVE DIRECTOR
 SCHEDULE A

PENALTY FEE

Second Time
Cases First Time Offender Third Time Offender
Offender

Deactivate the Rider

Rudeness Verbal Warning ₦1,000.00 from carrying Renda
packages

Late Deliveries without Deactivation of rider

₦500.00 ₦1,000.00
timely notification plus ₦2000

Delayed express
Deactivation from the
delivery without a
₦1,000.00 ₦2,000.00 platform and a fine of
genuine cause and prior
₦2000
notification as agreed

Not picking call or

returning the call as Verbal Warning Documented warning ₦500.00
expected

Pay the full value plus

Pay the full value of Pay the full value plus fine
Damaged Item
the item fine of ₦2000 (₦2000) and
deactivation

Deactivation from the

Package tampering ₦1,000.00 ₦2,000.00 platform and a fine of
₦2000

Non-Call Compliance Verbal Warning Documented Warning ₦500.00