CONTRACT OF SALE AGREEMENT

BETWEEN

TIP GARDEN PROPERTIES LIMITED

(VENDOR)

AND

VERITASI HOMES AND PROPERTIES LIMITED

(PURCHASER)

IN RESPECT OF ONE ACRE OF LAND SITUATE, LYING AND BEING AT

LEKKI VILLAGE EXCISION AT LEKKI TOWN, IBEJU LEKKI LOCAL
GOVERNMENT AREA, LAGOS STATE.
PREPARED BY:

ZAINAB OMOLARA OWOLABI

FOR: VERITASI HOMES AND PROPERTIES LIMITED
22, KINGSLEY EMU STREET, LEKKI PHASE 1
LAGOS.

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THIS CONTRACT OF SALE AGREEMENT is made this……………… day of ………………. 20…
BETWEEN
TIP GARDEN PROPERTIES LTD of Rainbow Plaza, Onasa, Lagos State, registered under
the companies and Allied matters Act, 2004 herein referred to as “the Vendor” (which
expression shall where the context applies include its agents and Privies claiming through
and under it) of the ONE PART

AND

VERITASI HOMES & PROPERTIES LTD of 22 Kingsley Emu Street, Lekki Phase 1 Lagos
State, registered under the companies and Allied matters Act, 2004 with RC1412813
herein referred to as “the Purchaser” (which expression shall where the context applies
include its agents and Privies claiming through and under it) of the OTHER PART

WHEREAS:

1. By virtue of Lagos State Excision ……………… dated ……………….and signed by the

Surveyor General of Lagos State, in favor of the Amodemaja Chieftaincy Family , The
Amodemaja Family of Lekki Town, Ibeju-Lekki, Lagos State became entitled to a large
expanse of land being, lying and situate at Lekki Village Excision, Lekki Town, Ibeju-
Lekki, Lagos State.
2. By virtue of a duly executed Deed between the Principal Members and Accredited
Representatives of the Amodemaja Chieftaincy Family of Lekki Village Excision, Lekki
Town, Ibeju-Lekki Local Government Area of Lagos State, the VENDOR; TIP GARDEN
PROPERTIES LIMITED became entitled to the large expanse of land with coordinates;
…………………………………………………………………………………………………………………………………..
lying, being, situate at Lekki Village Excision, Lekki Town, Ibeju-Lekki Local
Government Area, Lagos State.
3. That the VENDOR has not done or permitted to be done to the land any act which might
deprive it of the possession of, or title to the said parcel or piece of land.

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4. That the VENDOR has agreed to transfer all its rights and interests (both Legal and
Equitable) in and over One (1) Acre of land, the beneficial ownership of which is vested
in it, to the PURCHASER and the PURCHASER has agreed to accept the said rights and
interests upon the consideration and terms hereunder.

NOW THIS AGREEMENT WITNESSES AS FOLLOWS:

In pursuance of this Agreement and in consideration of the sum of N 13,200,000.00

(THIRTEEN MILLION, TWO HUNDRED NAIRA ONLY) of which the sum of NGN
5,000,000.00 (FIVE MILLION NAIRA ONLY) has been paid in full by the PURCHASER to
the VENDOR (the receipt of which the VENDOR hereby acknowledges) with the remaining
balance of NGN 8,200,000.00( EIGHT MILLION, TWO HUNDRED THOUSAND NAIRA
ONLY) to be completed by the 31st of March, 2020, the VENDOR as BENEFICIAL OWNER
covenants to assign, transfer and convey unto the PURCHASERS the afore-mentioned One
Acre of land, located at Lekki Excision Village, Lekki Town, Ibeju-Lekki Local Government
Area, Lagos State as exemplified on Survey Plan NO:……………………………………… with
Beacon Nos:…………………………………, ………………………….., ……………………………… and
……………………….. and dated…………………………………. 20…… drawn and signed by
Surveyor ………………….; a Registered Surveyor. (hereinafter referred to as the Demised
Property).

1. The Purchaser covenants to bear, as from the date of this agreement and pay for all
charges and all outgoings whatsoever imposed by the Federal, State or Local
Government on the Demised Property.
2. The Vendor covenants to physically allocate One (1) Acre of land, when the
Purchaser makes full payment of the initial deposit.
3. To Indemnify the Purchasers at all times against any loss of interest derived from
any adverse claim on the title of the Demised Property as sold to the Purchaser.
4. That there are no adverse claims to the Demised Property as covered by this
Agreement and that the Demised Property is free from all encumbrances
whatsoever and especially that the Vendor’s title to the Demised Property is valid
and subsisting as at the date of this transaction and that all existing obligations and

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 payments due in respect thereof including but not limited to Ground Rents,
Tenement Rates, Land Use Charges have been fully paid up to date and that there
is/are no court action/s pending in respect of the Demised Property.
5. That the Vendor has a good and valid title to the Demised Property and reiterates
that there are no disputes, threats, indications or order of revocation, encumbrance,
charge or lien in respect of its title to the Demised Property.
6. The Vendor hereby declares, represents and warrants that it has not previously
assigned, sold, leased, charged, mortgaged, transferred or purported to assign, sell,
lease, charge, mortgage or transfer its beneficial interest or other interest in law or
equity in the Demised Property to any person or entity.
7. The Vendor as Beneficial Owner hereby covenants that it shall execute all such
further assurances and documents as the Purchasers may now or in future require
for the better and proper transfer to the Purchasers absolutely of all the interests
which the Vendor may have or be entitled to in respect of the Demised Property.
8. Further to the terms of this Agreement the Vendor hereby represents and warrants
to the Purchasers that it has not accepted any other offer or consideration or
entered into any other agreement with any other party for the sale of the Demised
Property, the subject matter of this Agreement, which may undermine the Vendor’s
right to enter and execute this Agreement with the Purchasers.
9. In further consideration of the foregoing, the Vendor with the object and intention
of affording the Purchasers full and sufficient indemnity hereby covenants with the
Purchaser that the Demised Property hereby sold shall be quietly enjoyed by the
Purchasers or their heirs, personal representatives and assigns without any
interruption or disturbance from the Vendor or from persons claiming by, through
or in trust for it and that the Purchaser shall be protected from and sufficiently
indemnified against any and all third party actions in respect of the Demised
Property.
10. THE PARTIES HEREIN COVENANT AS FOLLOWS:
a) That this agreement shall be sacrosanct and is binding on the parties herein
b) That the agreed price for One (1) Acre of land is N 13,200,000.00
(THIRTEEN MILLION, TWO HUNDRED NAIRA ONLY)

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11. FORCE MAJEURE

Force majeure is defined as any event, situation or condition such as Acts of God –
earthquake, storms, fires, war, Governmental rules, stop orders, blockades, strikes,
prohibition of export/import, accidents and other circumstances beyond the parties
control shall be force majeure and might occasion a delay in the completion of this project
or the discharge of the duties of each party to this agreement.

In the event of the occurrence of any of the above events extending over a period
reasonable to the execution and consummation of this contract, the time schedule for doing
an act with respect to the subject matter of this agreement may be extended, provided the
party affected is notified of such force majeure in writing within Forty-five (45) days of its
occurrence.

12. PRECEDENCE OVER PREVIOUS AGREEMENT

This Agreement whilst it incorporates the Subscription Form filed out by the Purchasers
shall in all respect supersede all previous agreements made between the Parties.

13. SEVERABILITY

If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by
any Court of competent jurisdiction, such provision shall be severed and the remainder of
the provisions of this Agreement shall continue in full force and effect with modifications as
may be necessary to make them valid and enforceable and as if this Agreement had been
executed with the illegal or unenforceable provision eliminated

14. VARIATIONS & AMENDMENT

No amendments to this agreement shall be valid except it is reduced into writing and duly
executed by the parties hereto. No variation or amendment of this agreement or oral
promise or commitment relating thereto shall be valid unless the same is reduced into
writing and duly executed by the parties or their lawful representatives.

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15. DISPUTE RESOLUTION

The parties hereby agree to resolve all disputes arising from the interpretation of this
agreement amicably and where this fails, refer the matter to arbitration within Fourteen
(14) days to be referred to and shall be determined in accordance with the Rules and
Practice Directions made pursuant to the Lagos State Multi-Door Courthouse Law No. 21 of
2007 or any amendment thereto.

There shall be one Mediator/Arbitrator and if not mutually agreed between the parties,
that sole Arbitrator/Mediator shall be appointed, at the request of either party, by the
President/Chairman/Director of the Lagos State Multi-Door Court House.

The cost of the Proceedings shall be shared and borne equally by both parties to this
Agreement. The Mediation/Arbitration award shall be final and binding between the
Parties. The Mediation shall take place in Lagos, Nigeria.

IN WITNESS THEREOF the parties herein have set their hands and seals, the day and year
first above written.

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THE COMMON SEAL OF THE VENDOR; TIP GARDEN PROPERTIES LTD WAS AFFIXED
TO THIS CONTRACT OF SALE AND WAS DULY DELIVERED IN THE PRESENCE OF:

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DIRECTOR SECRETARY

THE COMMON SEAL OF THE PURCHASER; VERITASI HOMES & PROPERTIES LTD WAS
AFFIXED TO THIS CONTRACT OF SALE AND WAS DULY DELIVERED IN THE PRESENCE
OF:

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DIRECTOR SECRETARY