CONFIDENTIALITY AGREEMENT

BETWEEN

REGCHARLES FINANCE AND CAPITAL LIMITED

AND

BAMBOO FINANCE

APRIL 2014

THIS AGREEMENT is made this ...... day of Ap !" 2014 BETWEEN R#$C%a "#& F!'a'(# a'd Cap!)a" L!*!)#d+ a registered Company under the laws of the Republic of Nigeria having its principal place of business at 24b, Providence Street, Opposite rass !otors "e##i Phase $, "agos Nigeria %&ereinafter referred to as ,R#$C%a "#&- which e'pression shall where the conte't so admits include its successors(in(title and assigns) of the first part AND BAMBOO FINANCE+ a private limited liability company incorporated under the laws of the *enya having its principal place of business at +th ,loor, Purshottam Place, -estlands Road, Nairobi, *enya %hereinafter referred to as . amboo/ which e'pression shall where the conte't so admits include its successors(in(title and assigns) of the second part0 R#$C%a "#& a'd Ba*.oo are hereinafter 1ointly referred to as the ,Pa )!#&- and individually as the .Pa )y/ which e'pression shall include their respective successors(in(title and assigns2 WHEREAS a2 Ba*.oo is a commercial private e3uity firm speciali4ing in investing in business models that benefit low(income communities in emerging mar#ets with offices in "u'embourg, 5eneva, ogota, Nairobi and Singapore2 b2 R#$C%a "#& is a Non( an#ing ,inancial 6nstitution licensed by C N to provide 6nvestment management Services, transactional services, credit services, debt and e3uity solutions, foreign e'change logistics, financial advisory services and business advisory to the general public and institutions2 7he Parties will, from time(to(time, be provided with and e'posed to information, data, documents and materials which are Confidential 6nformation %as hereinafter defined), and are secret and of value to the Company2 7he Parties have agreed to be bound by certain duties of confidentiality, non(circumvention, non(violation and non(use in respect of the information, designs, patent, trademar#, copyright and any other right which each Party has in the Confidential 6nformation supplied2

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NOW THEREFORE THE PARTIES HA/E AGREED AS FOLLOWS0 1. DEFINITION $2$ $22 ,A$ ##*#')- means this Confidentiality 8greement2 1Co'f!d#')!a" I'fo *a)!o'1 shall include all information, relating to or incidental to the client which is disclosed by either Party or any of its employees, agents or representatives by the provision of any written material, or by any oral or written statement whatsoever by either Party or its employees, or representatives, but shall not include information, or data9

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-hich can be established by written records to be already #nown to the Receiving Party or the public at the time of its disclosure: -hich enters the public domain through no fault of the Receiving Party0 or that is re3uired by law to be disclosed or given2

,T a'&a()!o'- means providing consultancy and sourcing for funds2 ,D!&("o&!'$ Pa )y- means the Party to this 8greement that discloses 6nformation, directly or indirectly, to the Receiving Party under or in anticipation of this 8greement2 ,P2 po&#- means to establish a mutually beneficial business relationship in regard to the client2 R#(#!3!'$ Pa )y means the Party to this 8greement that receives Confidential 6nformation directly or indirectly from the >isclosing Party2

2. OBLIGATION OF CONFIDENCE 22$2 7he Receiving Party underta#es to the >isclosing Party2 22$2$2 22$222 22$2;2 2222 22; 7o #eep the Confidential 6nformation secret at all times0 Not to disclose the Confidential 6nformation or allow it to be disclosed in whole or in part to any third party without the >isclosing Party?s prior written consent0 Not to use Confidential 6nformation in whole or in part for any purpose e'cept for the Purpose for which it was given2

7he Receiving Party underta#es to ta#e proper and all reasonable measures to ensure the confidentiality of the Confidential 6nformation2 7he Receiving Party agrees that no "icense, Right, 6ntellectual Property Rights, in the Confidential 6nformation are conferred to the Receiving Party whether by implication or otherwise2 7his agreement shall not be construed to re3uire the >isclosing Party to disclose any Confidential 6nformation to the Receiving Party2 7he Receiving Party hereby ac#nowledges and confirms that it has entered into this 8greement on the understanding that the breach hereof on its part will cause the >isclosing Party irreparable in1ury not compensable in money damages and e'pressly agrees that, in addition to all other remedies that the >isclosing Party may be entitled to as a matter of law, the Receiving Party shall be entitled to specific performance and any other form of e3uitable relief to enforce the provisions of this 8greement2

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4. COMMENCEMENT ;2$2 7his 8greement shall commence and come into force upon e'ecution on the above mentioned date hereof2

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5SE AND RESTRICTIONS ON 5SE 7he Parties agree to use the Confidential 6nformation solely for the purpose for which the information was provided2

422 @'cept as provided herein, the Receiving Party shall not9 4222$ use the Confidential 6nformation e'cept as e'pressly authori4ed by the >isclosing Party in writing0 and in the case of any uncertainty, the Receiving Party agrees to obtain prior clearance andAor approval from the >isclosing Party0 disclose, or permit or cause to be disclosed the Confidential 6nformation to any person e'cept to such of the Receiving Party?s agent, officers, employees, contractors and consultants as are necessary to receive or evaluate the Confidential 6nformation and e'ecute the Purpose0 copy, reproduce, transform or part with possession of the whole or any part of the Confidential 6nformation2

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42; 7he Receiving Party shall not use, or disclose, or permit the disclosure by any person of the Confidential 6nformation for the benefit of any third party or in such a way as to procure that the Receiving Party may at any time obtain commercial advantage over the >isclosing Party2 424 7he Receiving Party shall treat all Confidential 6nformation as being strictly private and confidential, and shall ta#e all reasonable steps necessary to prevent it from being disclosed or made public to any party by any person, or coming by any means into the possession of any third party2 6. <2$2 E7CEPTIONS 7he obligations of confidentiality shall not apply to any Confidential 6nformation disclosed to the Receiving Party, and which the Receiving Party can show by written records, to the e'tent that it9 %a) was #nown to the Receiving Party prior to its communication by or through the >isclosing Party as evidenced by the written records of the Receiving Party0 %b) entered the public domain otherwise than by default of the Receiving Party or persons ac3uiring the same from the Receiving Party0 %c) becomes #nown to the Receiving Party by the action of a third party not in breach of any obligation of confidentiality to the >isclosing Party0 %d) is developed by any of the Receiving Party?s employees who have not had any direct or indirect access to, or use or #nowledge of, the 6nformation imparted by the >isclosing Party0 or %e) is re3uired by any regulatory or governmental body2 Provided that Confidential 6nformation shall not be deemed to be generally available to the public by reason only that it is #nown to only a few of those people to whom it may be of commercial interest, and a combination of two %2) or more portions of the Confidential 6nformation shall not be deemed to be generally available to the public by reason only of each separate portion being so available2

8. NON9CIRC5M/ENTION =2$ 7he Receiving Party further agrees that it shall not at any time after the commencement of this 8greement, circumvent, or attempt to deal, contact or initiate contact at any time for any purpose, either directly or indirectly in any manner, with the Client, its officers, directors, shareholders, consultants, attorneys, employees, agents or other affiliates of the Client, to e'ploit the Confidential 6nformation of the >isclosing Party, unless such approval is specifically granted in written form by the >isclosing Party on a case(by(case basis2 EMPLOYEES AND AGENTS 7he Receiving Party underta#es to permit access to the Confidential 6nformation only to those of the Receiving Party?s officers and employees who reasonably need access to the Confidential 6nformation for the Purpose and on the conditions that such officers and employees shall have9 +2$2$ entered into legally binding confidentiality obligations to the Receiving Party on terms e3uivalent to those set out in this 8greement %and such obligations e'tend to the Confidential 6nformation)0 been informed of the >isclosing Party?s interest in the Confidential 6nformation and the terms of this 8greement0 and been instructed to treat the Confidential 6nformation as secret and confidential in accordance with the provisions of this 8greement2 7he Receiving Party shall be responsible for ensuring that the Receiving Party?s officers and employees comply with the provisions of this 8greement2

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SAFEG5ARD AND RET5RN OF INFORMATION AND PROPERTY 7he Receiving Party shall ta#e all reasonable care to ensure that all materials in the possession of the Receiving Party which contain, or incorporate Confidential 6nformation be securely #ept and shall return, destroy, or otherwise deal with all materials containing or incorporating Confidential 6nformation as directed by >isclosing Party2 7he Receiving Party ac#nowledges and agrees that the property and copyright in Confidential 6nformation disclosed to it by the >isclosing Party, including any documents, files, and other items containing Confidential 6nformation, belongs to the >isclosing Party2 8t the >isclosing Party?s written re3uest, the Receiving Party will return immediately to the >isclosing Party all Confidential 6nformation which the Receiving Party has received under this 8greement and which may still be in the Receiving Party?s possession, including any copies made, and ma#e no further use or disclosure of any of the Confidential 6nformation2 7he obligations on the Receiving Party under this 8greement shall continue in force for a period of 2 %two) years from the date of this 8greement2 ASSIGNMENT No Party shall assign any of its obligations and duties under this 8greement, without the prior written consent of the other Party and such consent not unreasonably withheld2

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10. OTHER AGREEMENTS 5

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7he Receiving PartyEs obligations in respect of the Confidential 6nformation shall be in addition to any other obligation under any other agreement which involves the Confidential 6nformation, unless e'pressly e'cluded by reference2

11. APPLICATION AND TERMS OF AGREEMENT $$2$ 7his 8greement applies to all Confidential 6nformation whether provided to the Receiving Party before, on or after the date of this 8greement2

12. /ARIATION $22$ No variation of this 8greement shall be effective unless made in writing and signed by the Parties2

14. APPLICABLE LAW $;2$ 7his 8greement shall be governed and construed in accordance with the "aws of the ,ederal Republic of Nigeria2

IN WITNESS WHEREOF, the Parties have caused this 8greement to be e'ecuted on the date first written above2

7he COMMON SEAL of the withinFnamed R#$C%a "#& F!'a'(# a'd Cap!)a" L)d was hereunto affi'ed in the presence of

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MANAGING DIRECTOR

DIRECTOR=SECRETARY

7he COMMON SEAL of the withinFnamed Ba*.oo F!'a'(# was hereunto affi'ed in the presence of

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MANAGING DIRECTOR

DIRECTOR=SECRETARY