THE REPUBLIC OF UGANDA.

THE LAND ACT CAP 227

SALE AGREEMENT
Registered land
LRV 1423/23 Plot 1
Land at Ndibona Avenue,
Jinja District
Measuring 0.032 ha.

THIS SALE AGREEMENT is made this …………………day of …………………2022.

BETWEEN

Mr Gideon Kateshumbwa and Mrs Eudes Mazimatto of P.O. Box 11 Lugazi (Hereinafter
referred to as “the Vendors” which expression shall where the context so admits include his
assignees and successors in the title) of the first part.

AND

MR. Jenkins Kasozi of c/o P.O. Box 2284 Kampala (Hereinafter referred to as the
‘Purchaser’ which expression shall where the context so admits his assignees and successors in
the title) of the other part.

WHEREAS: -

The Vendors are the joint owners of the registered land LRV 1423/23 Land situate at Ndibona
Avenue, Jinja District measuring approximately 0.032 hectares and desirous of selling it to the
Purchaser; the Purchaser has agreed to buy the same on terms and conditions set forth here
under.

AND WHEREAS

The Purchaser in consideration of the purchase price of Shs 500,000,000/- (five hundred
million shillings). herein agreed payable by the Purchaser to the Vendors in two instalments, the
second instalment payable not later than one (1) month from today, the Vendors agree to pass
over to the Purchaser all their rights and interest in the land hereon sold.
NOW THIS AGREEMENT WITNESSETH as follows;

1. CONSIDERATION

The purchase price shall be a sum of Shs. 500,000,000/- (five hundred million shillings). The
purchaser has at the execution of this present paid Ugx 400,000,000/-(four hundred million
shillings) as part of the purchase price and the Vendor hereby acknowledges receipt of the same
by signing this agreement.

2. OBLIGATIONS OF THE VENDOR:

The Vendors shall deliver vacant possession by 1st January 2023 upon payment of the second
instalment of this sale agreement by the Purchaser as agreed in this agreement and introduce the
Purchaser to the local council area (if need be) as the new owner and occupier of the land in any
case in not more than ten days after the completion of this agreement.

The Vendors shall at the execution of this agreement hand over the duplicate certificate of the
Title to the purchaser’s advocates and upon payment of the last instalment, the vendor shall hand
over signed transfer forms, photocopies of National ID and Passport photographs, to the
Purchaser.

3. OBLIGATION OF THE PURCHASER.

It’s hereby understood and agreed that the Purchaser shall bare and incur costs incidental to and
in connection with conveyance inclusive of survey fees, and government dues such as stamp and
registration fees involved in transferring the certificate of title of the land to his name. Caveat

The Vendor irrevocably agrees and consents to the Purchaser’s lodgement of a private caveat
against the Property at its own cost and expense as the Purchaser may deem expedient for the
purpose of protecting the interest of the Purchaser in the Property prior to the completion of this
Agreement PROVIDED ALWAYS that the Purchaser hereby irrevocably agrees and undertakes
with the Vendor that the Purchaser shall at the Purchaser’s own cost and expense remove or
cause to be removed within ten (10) Business Days any private caveat lodged by the Purchaser
upon any lawful termination of this Agreement by the Vendor as agreed under this agreement.

In furtherance thereof, the Purchaser shall execute and furnish to the Purchaser’s Advocates a
duly executed and registrable withdrawal of private caveat together with the registration fees and
the Purchaser hereby confirms and agrees that the Purchaser’s Advocates shall be authorised, and
the Purchaser shall procure the Purchaser’s Advocates, to present the withdrawal of private
caveat to the Land Registry within the said ten (10) Business Days period referred to above. In
the event that the purchaser does not comply with the foregoing requirement of execution
of the caveat removal, the vendor will apply to the registrar for the lapse of the same.

4. TERMINATION AND BREACH

4.1. Purchaser’s Default

Subject to the Vendor observing and fulfilling the terms, obligations and provisions on its part to be
observed and performed, if the Purchaser: defaults in the satisfaction of the Purchase Price in accordance
with Clause1; fails to perform its obligations in accordance with the provisions of this Agreement; fails,
neglects or refuses to perform or comply with any of their undertakings, warranties and covenants on its
part herein to be performed, the Vendor shall be entitled to terminate this Agreement by notice in writing
to the Purchaser

If a notice terminating this Agreement is duly given;

Five percent of the Deposit shall be absolutely forfeited to the Vendor as agreed liquidated damages;
The Vendor shall return and cause to be returned to the Purchaser such amount of the Balance Purchase
Price as may have been paid by the Purchaser to the Vendor or the Vendor’s Advocates, free of interest
within ten (10) Business Days after the date of the Vendor’s notice terminating this Agreement
PROVIDED ALWAYS that the
Purchaser shall at the Purchaser’s own cost and expense remove or cause to be removed within ten (10)
Business Days any private caveat lodged by either the Purchaser, Purchaser’s Advocate and/or the
Purchaser’s Financier. Notwithstanding the foregoing, the Vendor shall not be liable for any delay in the
refund of the monies arising from any delay in the removal of any private caveat lodged by either the
Purchaser.
The Purchaser shall return or cause to be returned the Title, to the Vendor with the Vendor’s interests in
and to the Property intact and at the Purchaser’s own cost and expense.

4.2. Vendor’s Default

Subject to the Purchaser having first complied with and observed the obligations, covenants, provisions,
terms and conditions on the part of the Purchaser herein contained, the Purchaser shall be entitled, at any
time, thereafter to give notice to the Vendor terminating this Agreement if; the Vendor fails, neglects or
refuses to or commits: complete the sale in accordance with the provisions of this Agreement; or perform
or comply with any of its material obligations on its part herein to be performed under this Agreement,

after the Purchaser has provided it written notice of such failure, neglect or refusal and the Vendor has not
rectified or made good such failure, neglect or refusal within twenty-one (21) days of receipt of such
written notice or such period as subsequently mutually agreed between the Parties; or

If a notice terminating this Agreement is duly given, the Vendor shall refund or cause to be refunded the
Deposit together with the Balance Purchase Price, free of interest within ten (10) Business Days after
receipt of the Purchaser’s notice terminating this Agreement.

The Purchaser shall be entitled to claim a sum equivalent to 5 percent of the Deposit Sum as liquidated
damages from the Vendor as damage inconvenience;

The Vendor’s Advocates shall and are hereby authorised to return such amount of the Balance Purchase
Price or any part thereof which has been received by them and held by them as at that date, to the
Purchaser free of interest within ten (10) Business Days after receipt of the Purchaser’s notice terminating
this Agreement PROVIDED ALWAYS that the Purchaser shall within ten (10) Business Days (in
exchange for such refund and payment of liquidated damages) at the Purchaser’s own cost and expense
remove or cause to be removed any private caveat lodged by either the Purchaser or the purchaser’s
Advocates. Notwithstanding the foregoing, the Vendor shall not be liable for any delay in the refund of
the monies arising from any delay in the removal of any private caveat lodged by either the Purchaser.
The Purchaser shall return or cause to be returned intact the Title to the Vendor with the Vendor’s interests
in and to the Property intact and) at the Purchaser’s own cost and expense.

5. REPRESENTATIONS AND WARRANTIES

It is expressly acknowledged and agreed by Purchaser that no representations or warranties of

any kind, have been made by Vendor to Purchaser with respect to the Property and that any
statements whatsoever made by Vendor to Purchaser are not material and have not been relied
upon by Purchaser.

The Purchaser understands that the land is being sold without any encumbrances and to that end,
the Purchaser hereby warrants that he has not been induced into this agreement by the Vendors
and nor has he placed any reliance upon any representations by the Vendors. The Purchaser
conducted his independent search about the land and remains content with the results.

5.1. WARRANTY OF GOOD OWNERSHIP

The Vendors hereby warrant that they are owners of the land hereof sold and undertake to keep
the Purchaser indemnified of any loss that may occur to him due to the Vendors ‘lack of good
title or any claim from third parties.

6. FORCE MAJEURE

It is expressly acknowledged and agreed that; If and to the extent that a Party’s performance of any
of its obligations pursuant to this Agreement is prevented, hindered or delayed directly or indirectly by
fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders,
rebellions or revolutions, or any other similar cause beyond the reasonable control of such Party (each a
“Force Majeure Event”), and such non-performance, hindrance or delay could not have been prevented by
reasonable precautions, then the non-performing, hindered or delayed Party shall be excused for such
non-performance, hindrance or delay, as applicable, of those obligations affected (the “Affected
Services”) by the Force Majeure Event for as long as the Force Majeure Event continues and, except as
otherwise provided in this Section, such Party continues to use its commercially reasonable efforts to
recommence performance whenever and to whatever extent possible without delay, including through the
use of alternate sources, workaround plans or other means. The Party whose performance is prevented,
hindered or delayed by a Force Majeure Event shall promptly notify the other Party of the occurrence of
the Force Majeure Event and describe in reasonable detail the nature of the Force Majeure Event.

7. INTERPRETATION AND DISPUTE RESOLUTION

This agreement shall be governed by and be construed in accordance with the Laws of Uganda
and the parties hereby submit to mediation in the event of any disputes and in event of failure of
mediation to resolve the disputes, the parties hereby submit to the exclusive jurisdiction of courts
of Uganda.

This agreement constitutes the entire agreement between the parties and supersedes all earlier
oral or written representation or terms and any variations of the terms hereof shall be in writing
and signed by the parties.

IN WITNESS WHEREOF the parties hereunto have set their respective hands on the day,
month and year first before written.

Signed and delivered by the said

………………………………………
……………………………………

(Name in own handwriting)

(VENDOR 1)

……………………………………
…………………………………………

Name in own handwriting

(VENDOR 2)

In the presence of

………………………………….
…………………………….

Witness

Signed by the said

……………………………………… ……………………………….

(Name in own handwriting) ( PURCHASER)

All in the presence of

……………………………… …………………………….