DIRECTOR AGREEMENT

BETWEEN

BMD TECHISGOLD LIMITED

AND

PARTY B
THIS DIRECTOR AGREEMENT (“the Agreement”) is made the __________ day of _________
_________ 20…….

BETWEEN:

BMD TECHISGOLD LIMITED, a company incorporated in the Republic of Kenya and having its
registered office at The Pavillion, Westlands, Nairobi, Kenya whose postal address is P.O. Box 777000-
00508, Nairobi, Kenya a(hereinafter referred to as “the Company” which expression shall, where the
context so admits, include its successors and assigns) of the one part;

and

PARTY B, an individual of Identification/Passport Number ………………….. in the republic of Kenya and

Both the Company and the Director are individually referred to as "a Party" and jointly as "the Parties".

1. SERVICES

1.1 Board of Directors.

The Director has been appointed as an Director of the Company's Board of Directors (the " Board"),
effective 31st August, 2022 (the "Effective Date"), until the earlier of the date on which Director ceases to
be a member of the Board for any reason or the date of termination of this Agreement in accordance with
this Section 5.2 hereof (such earlier date being the "Expiration Date"). The Board shall consist of the

2
Director and such other members as nominated and elected pursuant to the then current Memorandum
and Articles of Association of the Company (the "Articles").

1.2 Director Services.

The Director's services to the Company hereunder shall include service on the Board to manage the
business of the Company in accordance with applicable law and the then current Articles, and such other
services mutually agreed to by Director and the Company (the "Director Services").

2. 2. COMPENSATION

2.1 Expense Reimbursement.

The Company shall reimburse Director for all reasonable travel and other out-of-pocket expenses
incurred in connection with the Director Services rendered by Director.

2.2 Fees to Director.

The Company agrees to pay Director the following fees for the Director Services: a monthly compensation
of Kshs. 45,000 (Kenya Shillings Forty Five Thousand Only) for the first three (3) Months upon execution
of this Agreement. The compensation shall be reviewed after expiry of the first three months based on
performance and revenue generation. In the event Director ceases to serve on the Board for any reason,
Director shall be entitled to the pro rata portion of the monthly fee for the number of days she has served
on the Board in a given month.

You shall be entitled to yearly dividends earnings based on profitability of the company and as may be
agreed upon by the Board.

2.3 Vesting shares

The Company shall offer the Director 30% shareholding in the company. The shares shall be 30 ordinary
shares of Kshs. 1000 each. The shares shall vest over a period of one (1) year and the shares shall be
granted to the Director upon achievement of the KPIs as indicated in clause 3.1.

3. DUTIES OF DIRECTOR

3.1 Duties

The Director shall handle the day to day running of the company as follows;

a) Business Development
b) Lead Generation and Pipeline management

3
 c) Events management and developing programs/events for consumers
d) Business Management
e) General Management of the Company with consultation with the Board
f) Fundraising and Grants application with potential Vcs and Grant partners.

The Director shall be a signatory of the Company’s bank accounts.

3.2 Fiduciary Duties.

In fulfilling his managerial responsibilities, Director shall be charged with a fiduciary duty to the Company
and all of its shareholders. Director shall be attentive and inform himself of all material facts regarding a
decision before taking action. In addition, Director's actions shall be motivated solely by the best interests
of the Company and its shareholders.

3.3 Confidentiality.

During the term of this Agreement, and for a period of one (1)  year after ceasing to be a director, Director
shall maintain in strict confidence all information he has obtained or shall obtain from the Company which
the Company has designated as "confidential" or which is, by its nature confidential, relating to the
Company's business, operations, properties, assets, services, condition (financial or otherwise), liabilities,
employee relations, customers (including customer usage statistics), suppliers, prospects, technology, or
trade secrets, except to the extent such information (i) is in the public domain through no act or omission
of the Company, (ii) is required to be disclosed by law or a valid order by a court or other governmental
body, or (iii) is independently learned by Director outside of this relationship (the "Confidential
Information").

3.4 Nondisclosure and Non-use Obligations.

The Director will use the Confidential Information solely to perform the Director Services for the benefit of
the Company. The Director will treat all Confidential Information of the Company with the same degree of
care as Director treats his own Confidential Information, and Director will use his best efforts to protect the
Confidential Information. Director will not use the Confidential Information for his own benefit or the
benefit of any other person or entity, except as may be specifically permitted in this Agreement. Director
will immediately give notice to the Company of any unauthorized use or disclosure by or through him, or
of which he becomes aware, of the Confidential Information. Director agrees to assist the Company in
remedying any such unauthorized use or disclosure of the Confidential Information.

3.5 Return of the Company Property.

All materials furnished to Director by the Company, whether delivered to Director by the Company or
made by Director in the performance of Director Services under this Agreement (the "Company
Property") are the sole and exclusive property of the Company. The Director agrees to promptly deliver

4
the original and any copies of the Company Property to the Company at any time upon the Company's
request. In the event that the Director ceases to be a director, she agrees to promptly deliver to the
Company or destroy, at the Company's option, the original and any copies of the Company Property.
Director agrees to certify in writing that Director has so returned or destroyed all such the Company
Property.

4.
COVENANTS OF DIRECTOR

4.1 No Conflict of Interest.

In one year from the Effective Date, or if the term of this Agreement is longer, then during the term of
this Agreement, Director shall not be employed by, own, manage, control or participate in the
ownership, management, operation or control of any business entity that is competitive with the
Company or otherwise undertake any obligation inconsistent with the terms hereof, provided that
Director may own equity of certain business entity engaging in similar business as that of the
Company subject to the prior approval by the Board, and provided further that Director may continue
Director's current affiliation or other current relationships with the entity or entities.

4.2 Non-interference with Business.

During the term of this Agreement, and for a period of one (1) year after the Expiration Date, Director
agrees not to interfere with the business of the Company in any manner. By way of example and not
of limitation, Director agrees not to solicit or induce any employee, independent contractor, customer
or supplier of the Company to terminate or breach his or her employment, contractual or other
relationship with the Company.

5.
TERM AND TERMINATION

5.1 Term.

This Agreement is effective on the Effective Date and will continue for one year or such longer period as
the parties may agree upon.

5.2 Termination.

Either party may terminate this Agreement at any time upon thirty (30) days prior written notice to the
other party, or such shorter period as the parties may agree upon.

6. Indemnification

5
6.1 Each party (an “Indemnifying Party”) shall indemnify, defend and hold harmless the other party
(the “Indemnified Party”), its affiliates, and each of their directors, officers, employees, and agents
from and against all claims, suits and proceedings and any and all related liabilities, losses,
expenses, damages and costs (including, without limitation, reasonable attorneys’ fees)
(collectively, “Losses”) incurred by the Indemnified Party, relating to or arising out of the breach
by the Indemnifying Party of any of its duties, obligations, representations or warranties under this
Agreement.
6.2 An Indemnified Party will;

a) promptly notify the Indemnifying Party of any claim, suit, or proceeding for which indemnity is
claimed (but the Indemnifying Party shall be relieved from liability only to the extent any delay in
providing such notice prevents the Indemnifying Party from defending such claim, suit or
proceeding);
b) cooperate reasonably with the Indemnifying Party at the Indemnifying Party’s expense; and allow
the Indemnifying Party to control the defense or settlement thereof. The Indemnified Party will
have the right to participate in any defense of a claim and/or to be represented by counsel of its
own choosing at its own expense.

7. Limitation of Liability
7.1 Neither party hereto shall be liable to the other party for indirect, incidental, consequential, special
or exemplary damages (even if such party has been advised of the possibility of such damages)
such as, but not limited to, loss of revenue or anticipated profits or loss of business.

7.2 All the limitations of liability in this Clause shall not be applicable in the event of any damage or
loss as a result of any willful misconduct, negligence or fraud.

8. Confidentiality

8.1 By virtue of this agreement, the Parties may have access to information that is confidential to one
another (“Confidential information”). Confidential information shall be limited to the terms under
this agreement, and all information clearly identified as confidential.

8.2 A Party’s confidential information shall not include information that:

a) is or becomes a part of the public domain through no act or omission of the other Party;

b) was in the other Party’s lawful possession prior to the disclosure and had not been
obtained by the other Party either directly or indirectly from the disclosing Party;

6
 c) is lawfully disclosed to the other Party by a third party without restriction on the
disclosure; or

d) is independently developed by the other Party.

8.3 This Clause shall survive the termination of this Agreement.

8.4 Both Parties agree to disclose confidential information only to those employees or agents who are
required to access it in furtherance of this agreement and who are required to protect it against
unauthorized disclosure.

8.5 Nothing shall prevent either Party from disclosing the terms under this agreement or orders
submitted under this agreement in any legal proceeding arising from or in connection with this
agreement.

9. Notices
9.1 All notices arising out of or in connection with this Agreement, its breach or termination may
validly be served upon or delivered to either of the parties at the addresses stated herein below.
9.2 For the purposes of this Agreement the Parties' respective addresses shall be as described
above.

9.3 Any notice given or other document sent in terms of this Agreement shall be in writing and shall:

a) If delivered by hand be deemed to have been duly received by the addressee on the
date of delivery; or
b) If posted by prepaid registered post be deemed to have been received by the
addressee on the 7th business day following the date of such posting; or

c) if transmitted by electronic mail (email) be deemed to have been received when the
recipient, by an email sent to the email address for the sender or by a notice
delivered by another method in accordance with this clause, acknowledges having
received that email, with the understanding that an automatic “read receipt” shall not
constitute acknowledgment of an email.

10. Force majeure

10.1 If circumstances which were not foreseeable with reasonable foresight or avoidable with
reasonable care ("Circumstances"), arise or be reasonably anticipated and delay or have
potential to delay the performance, whether in whole or in part the performance of this
Agreement, the Party whose performance is affected, or whose performance may be affected
("Affected Party"), will forthwith, in good faith and as soon as possible notify the other Party in
writing.

7
10.2 If the circumstances stated above change, after the Affected Party has notified the other
party then the Affected Party shall, forthwith, in good faith and as soon as possible, inform the
other party of such changes and keep the other party updated on such changes.

10.3 If such event continues for more than thirty (30) days, either Party may terminate this
Agreement upon written notice.

10.4 Neither of the parties will have any claim, arising from the circumstances, against the
other.

10.5 Without limiting the generality and intention of the clauses above in any way, the
circumstances include but are not limited to war, riots, civil or military insurrection and similar
political happenings, natural disasters such as earthquakes, fire, storms and floods,
governmental acts and omissions, terrorism and sabotage.

11. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with Laws of Kenya and the
Parties irrevocably submit to the exclusive jurisdiction of the courts of Kenya.

12. Dispute resolution

12.1 If a dispute arises out of or in connection with this Agreement, including any question as
to its existence, validity or termination, the parties shall seek to resolve such dispute amicably.
12.2 For any dispute, which cannot be mutually resolved by the parties within thirty (30) days
of the negotiations, the parties agree to submit the matter to a single arbitrator to be appointed by
the parties jointly and failing agreement by the Chairman, for the time being, of the Chartered
Institute of Arbitrators, Kenya Chapter.
12.3 Such arbitration shall be conducted in Nairobi, Kenya in accordance with the Kenyan
laws of Arbitration as amended from time to time.
12.4 The decision of the arbitrator shall be final and binding upon the Parties.
12.5 Save for the arbitral award, each party shall bear its own cost of the proceedings.

13. General provisions

13.1 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid
under any applicable statute or rule of law, it shall to that extent be deemed omitted and the
remaining provisions of this Agreement shall remain in full force and effect.

8
13.2 This Agreement may only be modified by a written agreement duly signed by persons
authorized on behalf of each party.

13.3 No failure or delay in exercising any right, power or privilege under this Agreement will
operate as a waiver of it, nor will any single or partial exercise of it preclude any further exercise
or the exercise of any right, power or privilege under this Agreement or otherwise.

13.4 This Agreement together with all its annexures and appendices constitutes the entire
Agreement between the Parties as the subject matter of this Agreement and no Agreements,
representations or warranties between the parties other than those set out herein will be binding
on the Parties.

9
 Signature Page

IN WITNESS WHEREOF, the undersigned have executed this Agreement.

FOR THE COMPANY:

Signed at...........................................on the................................day of .....................................2022

_________________________________________ For: ADANIAN LABS LIMITED

Witnessed by:

____________________

Name: ____________________
Designation: ____________________

BY THE DIRECTOR:

Signed at...........................................on the.................................day of .....................................2022

_________________________________________
Duly Authorized Person
Name: ____________________

Witnessed by:

____________________

Name: ____________________
Designation: ____________________
11