DIRECTORS PERSONAL GUARANTEE AND INDEMNITY

THIS DEED OF GUARANTEE AND INDEMNITY is made on this 5th day of August 2024

Between

MERCY WANJIRU MBUGUA, of National Identity Card Number 10432911 (hereinafter to be referred to
as the Guarantor and Indemnifier (Guarantor), which expression where the context so admits includes
their personal representatives and assigns);
And
WORKPAY AFRICA LIMITED (Company Number PVT-JZU38G6), a company incorporated with limited
liability in the Republic of Kenya whose registered address is at P. O. Box 15646-00400, Nairobi, Kenya
(hereinafter referred to as Workpay or the Lender which expression shall, where the context so admits,
include the Workpay’s successors in title, holding company or subsidiary and permitted assigns).

WHEREAS:
a) vide a Loan Agreement dated 5th day of August 2024 (hereinafter “Loan Agreement”), the
Lender offered to provide a loan facility amounting to Kenya Shillings Three Hundred and Forty
Thousand Only (KSH 340,000.00) to Zeki Playhouse Limited (hereinafter referred to as ‘the
Borrower’); and
b) the Guarantor has agreed to enter into this guarantee and indemnity for the purpose of
providing credit support to the Lender for the Borrower’s liabilities from time to time
outstanding to the Lender.

1. DEFINITIONS AND INTERPRETATION

1.1. Borrower: Zeki Playhouse Limited, a company incorporated and registered in Kenya with
company number PVT-DLUL2AVM, whose registered office is at P.O BOX 9320 Ronald
Ngala Street, Nairobi and any successors, permitted assigns and permitted transferees.
1.2. Business Day: a day other than a Saturday, Sunday or public holiday in Kenya when banks
in Kenya are open for business.
1.3. Guaranteed Obligations: all monies, debts and liabilities of any nature from time to time
due, owing or incurred by the Borrower to the Lender on any current or other account
under or in connection with any present or future credit facilities provided by the Lender
to the Borrower.
1.4. Rights: any Security or any other right or benefit whether arising by way of set-off,
counterclaim, subrogation, indemnity, proof in liquidation or otherwise and whether from
contribution or otherwise.
1.5. Security: any mortgage, charge (whether fixed or floating, legal or equitable), pledge, lien,
assignment by way of security or other security interest securing any obligation of any
person or any other agreement or arrangement having a similar effect.
 1.6. Tax: all forms of taxation and statutory, governmental or municipal charges, duties,
imposts, contributions, levies, withholdings or liabilities wherever chargeable in Kenya and
any penalty, fine, surcharge, interest, charges or costs relating to them.
2. GUARANTEE AND INDEMNITY
2.1. In consideration of the Lender making or continuing loans, giving credit or granting credit
facilities, or granting accommodation or time to the Borrower as the Lender in its absolute
discretion sees fit, the Guarantor guarantees to the Lender, whenever the Borrower does
not pay any of the Guaranteed Obligations when due, to pay on demand the Guaranteed
Obligations.
2.2. The Guarantor, as principal obligor and as a separate and independent obligation and
liability from his or her obligations and liabilities under Clause 2.1, agrees to indemnify the
Lender and keep the Lender indemnified in full and on demand from and against all and
any losses, costs, claims, liabilities, damages, demands and expenses suffered or incurred
by the Lender arising out of, or in connection with, the Guaranteed Obligations not being
recoverable for any reason or any failure of the Borrower to perform or discharge any of
its obligations or liabilities in respect of the Guaranteed Obligations.
3. LENDER PROTECTIONS
3.1. This guarantee is and shall at all times be a continuing security and shall cover the ultimate
balance from time to time owing to the Lender by the Borrower in respect of the
Guaranteed Obligations.
3.2. The liability of the Guarantor under this guarantee shall not be reduced, discharged or
otherwise adversely affected by:
3.2.1. any intermediate payment, settlement of account or discharge in whole or in part
of the Guaranteed Obligations;
3.2.2. any variation, extension, discharge, compromise, dealing with, exchange or
renewal of any right or remedy which the Lender may now or after the date of this
guarantee have from or against any of the Borrower and any other person in
connection with the Guaranteed Obligations;
3.2.3. any act or omission by the Lender or any other person in taking up, perfecting or
enforcing any Security, indemnity, or guarantee from or against the Borrower or
any other person;
3.2.4. any termination, amendment, variation, novation, replacement or supplement of
or to any of the Guaranteed Obligations including, without limitation, any change
in the purpose of, any increase in or extension of the Guaranteed Obligations and
any addition of new Guaranteed Obligations;
3.2.5. any grant of time, indulgence, waiver or concession to the Borrower or any other
person;
3.2.6. the insolvency, bankruptcy, liquidation, administration or winding up, or any
incapacity, limitation, disability, discharge by operation of law or change in the
constitution, name or style, of the Borrower, the Lender or any other person;
3.2.7. the death or incapacity (whether mental or physical) of the Guarantor, or any
notice of his or her death or incapacity;
 3.2.8. any claim or enforcement of payment from the Borrower or any other person;
3.2.9. any act or omission which would have discharged or affected the liability of the
Guarantor had he or she been a principal debtor instead of a guarantor; or
3.2.10. any other act or omission except an express written release by deed of the
Guarantor by the Lender.
3.3. The Lender shall not be obliged, before taking steps to enforce any of its rights and
remedies under this guarantee, to:
3.3.1. take any action or obtain judgment in any court against the Borrower or any other
person;
3.3.2. make or file any claim in a bankruptcy, liquidation, administration or insolvency of
the Borrower or any other person; or
3.3.3. make demand or enforce or seek to enforce any claim, right or remedy against the
Borrower or any other person.
3.4. The Guarantor warrants to the Lender that he or she has not taken, exercised or received,
and shall not take, exercise or receive, any Rights from or against the Borrower, its
liquidator, an administrator, a co-guarantor or any other person in connection with any
liability of, or payment by, the Guarantor under this guarantee but:
3.4.1. if any such Right is taken, exercised or received by the Guarantor, that Right and
all monies at any time received or held in respect of that Right shall be held by the
Guarantor on trust for the Lender for application in or towards the discharge of
the Guaranteed Obligations under this guarantee; and
3.4.2. on demand by the Lender, the Guarantor shall promptly transfer, assign or pay to
the Lender all other Rights and all monies from time to time held on trust by the
Guarantor under this Clause 3.4.
3.5. This guarantee is in addition to and shall not affect nor be affected by or merge with any
other judgment, Security, right or remedy obtained or held by the Lender from time to
time for the discharge and performance of the Borrower of the Guaranteed Obligations.
4. INTEREST
4.1. The Guarantor shall pay interest to the Lender after as well as before judgment at the
monthly rate which is 7.5% above the base rate of the Central Bank of Kenya on all sums
demanded under this guarantee from the date of demand by the Lender or, if earlier, the
date on which the relevant damages, losses, costs or expenses arose in respect of which
the demand has been made, until, but excluding, the date of actual payment.
4.2. Interest under Clause 4.1 shall accrue on a day-to-day basis and be calculated by the
Lender on such terms as the Lender may from time to time determine and shall be
compounded on the last Business Day of each month.
4.3. The Lender shall not be entitled to recover any amount in respect of interest under both
this guarantee and any arrangements entered into between the Borrower and the Lender
in respect of any failure by the Borrower to make any payment in respect of the
Guaranteed Obligations.
5. COSTS
5.1. The Guarantor shall, promptly pay to, or reimburse, the Lender, on a full indemnity basis,
 all costs, charges, expenses, taxes and liabilities of any kind (including, without limitation,
legal, printing and out-of-pocket expenses) incurred by the Lender in connection with:
5.1.1. the preservation, exercise or enforcement of any rights under or in connection
with this guarantee or any attempt to do so;
5.1.2. any discharge or release of this guarantee; or
5.1.3. any stamping or registration of this guarantee.
6. REPRESENTATIONS AND WARRANTIES
6.1. The Guarantor makes the representations and warranties set out in this Clause 6 to the
Lender on the date of this guarantee and they are deemed to be repeated by the
Guarantor on each day whilst this guarantee is still subsisting by reference to the facts and
circumstances existing at the time of repetition.
6.2. The Guarantor:
6.2.1. has the capacity to execute, deliver and perform his or her obligations under this
guarantee and the transactions contemplated by them; and
6.2.2. is not by reason of illness or incapacity (whether mental or physical), incapable of
managing his or her own affairs.
6.3. The entry into, delivery and performance of the obligations in this guarantee do not and
will not contravene or conflict with any law or regulation or judicial or official order
applicable to the Guarantor or any agreement or instrument binding on the Guarantor or
his or her assets.
6.4. The Guarantor has obtained all required or desirable authorizations to enable him or her
to enter into, deliver and comply with his or her obligations under this guarantee and to
make this guarantee admissible in evidence in Kenya. Any such authorizations are in full
force and effect.
6.5. The Guarantor’s obligations under this guarantee are legal, valid, binding and enforceable.
6.6. No litigation, arbitration or administrative proceedings are taking place or pending or, to
the best of the Guarantor’s knowledge and belief have been threatened against him or her
or any of his or her assets which, might reasonably be expected to have a material adverse
effect on the ability of the Guarantor to perform his or her obligations under this
guarantee.
6.7. None of the Guarantor’s assets is entitled to immunity on any grounds from any legal
action or proceeding including, without limitation, suit, attachment prior to judgment,
execution or other enforcement.
6.8. No event or circumstance is outstanding which constitutes a default or termination event
(however described) under any agreement or instrument which is binding on the
Guarantor or to which any of his or her assets is subject which has or is likely to have a
material adverse effect on the Guarantor’s ability to perform his or her obligations under
this guarantee.
6.9. The Guarantor’s payment obligations under this guarantee rank at least pari passu with all
existing and future unsecured and unsubordinated obligations, except for those
mandatorily preferred by law generally.
6.10. The Guarantor:
 6.10.1. has not suspended, or threatened to suspend, payment of his or her debts, is not
unable to pay his or her debts as they fall due, has not admitted inability to pay his
or her debts and is not deemed either unable to pay his or her debts or as having
no reasonable prospect of so doing, in either case within the meaning of the
Insolvency Act 2015;
6.10.2. has not commenced negotiations with all or any class of his or her creditors with
a view to rescheduling any of his or her debts, and has not made a proposal for or
entered into any compromise or arrangement with his or her creditors; and
6.10.3. is not the subject of a bankruptcy petition, application or order.
6.11. No person has become entitled to appoint a receiver over any of the assets of the
Guarantor, and no receiver has been appointed over any of the assets of the Guarantor.
6.12. No creditor or encumbrancer has attached or taken possession of, and no distress,
execution, sequestration or other such process has been levied or enforced on or sued
against, any of the Guarantor’s assets.
6.13. No event has occurred and no proceeding has been taken in any jurisdiction to which the
Guarantor is subject which has an effect equivalent or similar to any of the events
mentioned in Clause 6.10 to Clause 6.12.
7. TERMINATION
7.1. The Guarantor may terminate this guarantee at any time by notice to the Lender with
effect from the date (Termination Date) specified in that notice, which shall be not less
than three (3) calendar months after the notice is actually received by the Lender.
7.2. Notwithstanding any notice of termination given under Clause 7.1, the liability of the
Guarantor under this guarantee shall continue in full force and effect in relation to:
7.2.1. all Guaranteed Obligations which have become due on or before the Termination
Date; and
7.2.2. all Guaranteed Obligations which become due, owing or incurred by the Borrower
to the Lender in relation to any transaction, dealing, commitment or other
engagement entered into or effected either:
7.2.2.1. before the Termination Date; or
7.2.2.2. on or after the Termination Date pursuant to any commitment, express or
implied, assumed or undertaken by the Lender to the Borrower before the
Termination Date.
8. DISCHARGE CONDITIONAL
8.1. Any release, discharge or settlement between the Guarantor and the Lender in relation to
this guarantee shall be deemed conditional on no right, Security, disposition or payment
given or made to the Lender by the Guarantor, the Borrower or any other person in respect
of the Guaranteed Obligations being avoided, reduced or ordered to be refunded under or
pursuant to any enactment or law relating to breach of duty by any person, insolvency,
bankruptcy, winding up, administration, protection from creditors generally or
receivership or for any other reason.
8.2. If any right, Security, disposition or payment referred to in Clause 9.1 is avoided, reduced
or ordered to be refunded, the Lender shall be entitled subsequently to enforce this
 guarantee against the Guarantor as if the release, discharge or settlement referred to in
Clause 9.1 had not occurred and such right, Security, disposition or payment had not been
given or made.
9. PAYMENTS
9.1. All sums payable by the Guarantor under this guarantee shall be paid in the currency in
which the Guaranteed Obligations are payable in full, without set-off, counterclaim or
condition, and free and clear of and without any deduction or withholding whatsoever,
provided that, if the Guarantor is required by law or regulation to make such deduction or
withholding, he or she shall:
9.1.1. ensure that the deduction or withholding does not exceed the maximum amount
legally required;
9.1.2. pay to the relevant taxation or other authorities, as appropriate, the full amount
of the deduction or withholding;
9.1.3. give to the Lender, within the period for payment permitted by the relevant law,
either:
9.1.3.1. an official receipt of the relevant taxation authorities concerned on
payment to them of amounts so deducted or withheld; or
9.1.3.2. if the taxation authorities concerned do not issue such receipts on
payment to them of amounts so deducted or withheld, a certificate of
deduction or equivalent evidence of the relevant deduction or
withholding; and
9.1.4. pay to the Lender such additional amount as is necessary to ensure that the net
full amount received by the Lender after the required deduction or withholding is
equal to the amount that the Lender would have received had no such deduction
or withholding been made.
9.2. The Guarantor shall not and may not direct the application by the Lender of any sums
received by the Lender from the Guarantor under any of the terms of this guarantee.
10. ASSIGNMENT
10.1. At any time, without the consent of the Guarantor, the Lender may assign any of its rights
or transfer any of its obligations under this guarantee.
10.2. The Lender may disclose to any actual or proposed assignee or transferee any information
in its possession that relates to the Guarantor and this guarantee that the Lender considers
appropriate.
10.3. The Guarantor may not assign any of his or her rights, or transfer any of his or her rights
or obligations, under this guarantee or enter into any transaction which would result in
any of those rights or obligations passing to another person.
11. LENDER’S RIGHT OF SET-OFF
11.1. The Lender may at any time set off any liability of the Guarantor to the Lender against any
liability of the Lender to the Guarantor, whether either liability is present or future,
liquidated or unliquidated, and whether or not either liability arises under this guarantee.
If the liabilities to be set off are expressed in different currencies, the Lender may convert
either liability at a market rate of exchange for the purpose of set-off. Any exercise by the
 Lender of its rights under this Clause 11.1 shall not limit or affect any other rights or
remedies available to it under this guarantee or otherwise.
11.2. The Lender is not obliged to exercise its rights under Clause 11.1. If it does exercise those
rights it must promptly notify the Guarantor of the set-off that has been made.
12. AMENDMENTS, WAIVERS AND CONSENTS
12.1. No amendment of this guarantee shall be effective unless it is in writing and signed by, or
on behalf of, each party.
12.2. A waiver of any right or remedy under this guarantee or by law, or any consent given under
this guarantee, is only effective if given in writing by the waiving or consenting party and
shall not be deemed a waiver of any subsequent right or remedy. It only applies to the
circumstances in relation to which it is given and shall not prevent the party giving it from
subsequently relying on the relevant provision.
12.3. A failure by the Lender to exercise, or delay by it in exercising, any right or remedy provided
under this guarantee or by law shall not constitute a waiver of that or any other right or
remedy, prevent or restrict any further exercise of that or any other right or remedy or
constitute an election to affirm this guarantee. No single or partial exercise of any right or
remedy provided under this guarantee or by law shall prevent or restrict the further
exercise of that or any other right or remedy. No election to affirm this guarantee by the
Lender shall be effective unless it is in writing.
12.4. The rights and remedies provided under this guarantee are cumulative and are in addition
to, and not exclusive of, any rights and remedies provided by law.
13. PARTIAL INVALIDITY
13.1. If, at any time, any provision of this guarantee is or becomes illegal, invalid or
unenforceable in any respect under any law of any jurisdiction, neither the legality, validity
or enforceability of the remaining provisions nor the legality, validity or enforceability of
such provision under the law of any other jurisdiction will in any way be affected or
impaired.
14. GOVERNING LAW
14.1. This guarantee and any dispute or claim (including a non-contractual dispute or claim)
arising out of or in connection with it or its subject-matter or formation shall be governed
by, and construed in accordance with, the laws of Kenya.
14.2. Each party irrevocably agrees that, subject as provided below, the courts of Kenya shall
have exclusive jurisdiction over any dispute or claim (including a non-contractual dispute
or claim) arising out of or in connection with this guarantee or its subject-matter or
formation. Nothing in this clause shall limit the right of the Lender to take proceedings
against the Guarantor in any other court of competent jurisdiction, nor shall the taking of
proceedings in any one or more than one jurisdiction preclude the taking of proceedings
in any other jurisdiction, whether concurrently or not, to the extent permitted by the law
of such other jurisdiction.