REPUBLIC OF KENYA

DATED THE 21ST DAY OF FEBRUARY, 2022

CAPITAL ANNEX GROUP PLC

AND

BAZU & FAMILY LIMITED

AGREEMENT FOR SALE

OF

A UNIT OF A BUILDING, BEING THE OFFICE SPACE ON THE 5TH FLOOR OF

CAPITAL ANNEX BUILDING, CONTAINED IN LR NO. 209/4044, MEASURING
15000 SQUARE FEET OR THEREABOUTS, INCLUDING FOUR PARKING SLOTS
AT THE BASEMENT AND A COMMON GARDEN AT THE ROOFTOP, SITUATED
AT UPPER HILL ROAD IN NAIROBI COUNTY WITHIN THE REPUBLIC OF
KENYA.

DRAWN BY:
WETU & PARTNERS ADVOCATES,
KSL PLAZA, 8TH FLOOR, DR 1B,
OFF WINNER ROAD,
P.O. BOX 1328-00100,
NAIROBI
EMAIL: wetu.partnersadv@gmail.com
+254 712 343 230
Adm: P105/12342/21

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 REPUBLIC OF KENYA
AGREEMENT FOR SALE OF LAND

THIS AGREEMENT is made the 21st day of February, Two Thousand and Twenty Two
(2022)

BETWEEN

CAPITAL ANNEX GROUP PLC, a Public Limited Company incorporated under The
Companies Act (No. 17 of 2015), carrying out business in Upper Hill, within Nairobi County
in the Republic of Kenya, hereinafter referred to as “the Vendor” (which expression includes
its successors, assigns, and legal representatives) on one part;

AND

BAZU & FAMILY LIMITED, a Private Limited Company registered under The
Companies Act (No. 17 of 2015), hereinafter referred to as “the Purchaser” (which
expression includes its successors, assigns and representatives) on the other part.

WHEREAS:-
1. The vendor is the proprietor of ALL THAT unit of the building, being the office space
at the 5th floor of Capital Annex Building, contained in LR No.209/4044, measuring
15000square feet or thereabouts, including four parking slots at the basement and a
common garden on the rooftop that is to be shared with four other proprietors, situated at
Upper Hill Road within Nairobi County in the aforementioned Republic. (herein after
caller “The Property”)
2. The vendor is willing to sell and the purchaser is willing to purchase the said property at
the agreed purchase price and upon terms and conditions hereinafter appearing.

NOW IT IS HEREBY AGREED as follows:

1. Definition of terms
1.1. Unless a contrary intention appears, the following definitions apply:-
a. “Purchase Price” means the sum of Kenya Shillings Thirty Million
(Kshs.30,000,000.00/=) only.
b. “Deposit” means the sum of Kenya Shillings Five Million (Kshs.5,000,000.00/=) only.
c. “Balance” means the sum of Kenya Shillings Twenty Five Million
(Kshs.25,000,000.00/=) only.
d. “Completion Date” means Ninety (90) days from the date of this agreement.

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 e. “Property” means a unit of the building, being the office space on the 5 th floor of
Capital Annex Building, contained in LR. No. 209/4044, measuring 15000 square feet
or thereabouts, including four parking slots at the basement and a common garden on
the rooftop that is to be shared with four other proprietors, situated at Upper Hill Road
within Nairobi County in the Republic of Kenya.
f. “Vendor’s/Financier’s Advocates” are Wetu & Partners Advocates.
g. “Purchaser’s Advocates” are Tigo & Co. Advocates.
1.2. Each party shall pay the legal charges of their respective advocates.
1.3. The clauses and paragraphs are for ease of reference only.
1.4. This agreement contains the entire agreement of the parties with regards to the
property and supersedes all previous negotiations and agreements.
2. Agreement for Sale and Interest Sold
2.1. The Vendor has agreed to sell and the purchaser has agreed to purchase the property
at the purchase price.
2.2. The interest sold in the property is leasehold.
3. Purchase Price and Deposit
3.1. The purchaser price is the sum of Kshs.30,000,000/- only;
3.2. The purchaser has prepaid the sum of Kenya Shillings Five Million
(Kshs.5,000,000/=) only to the Director of the Vendor (Receipt whereof the vendor
herein acknowledges).
3.3. The balance shall be paid to the Vendor’s advocates within fourteen (14) days of the
date of the successful registration of Transfer in favour of the purchaser and Charge in
favour of the Purchaser’s financier however not later than completion date.
4. Completion
4.1. The completion shall be within ninety (90) days next following the date of this
agreement.
4.2. In exchange of the purchase price or a suitable undertaking to pay the balance of the
purchase price, the Vendor’s Advocates shall deliver to the Purchaser’s Advocates the
following documents;
i. The original Title Deed of LR. No. 209/4044;
ii. Duly registered sectional plan
iii. Valid Land Rates Clearance Certificate together with rates payments receipt;
iv. Valid Rent clearance certificate;
v. Duly executed transfer documents (in triplicate) in favour of the purchaser;

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 vi. Copies of the latest utility bills for water and electricity for the property duly paid
until the completion date;
vii. Copies of the vendor’s Certificate of Registration;
viii. Copies of the Identity Cards and PIN certificates of the vendor’s Directors;
ix. Three colored passport size photographs of each of the Vendor’s Directors;
x. Consent from the board of directors of the vendor;
xi. All other consents necessary to effect the registration of the transfer;
xii. A duly registered lease agreement between the vendor/lessor and purchaser/lessee
herein.
5. Possession
5.1. The property shall be sold with vacant possession and the vendor guarantees to
ensure safe and vacant possession.
5.2. The purchaser shall take possession of the property after completion date.
6. Conditions
6.1. The property is sold subject to and with the benefit of all easements, quasi-easements,
rights, exceptions and other similar matters which are apparent on inspection or disclosed
in any of the documents referred to in this agreement.
6.2. The property is otherwise sold in the condition it is at present and the vendor shall
not be required to repair the same or make any further improvements.
6.3. The property shall be delivered free from any third-party claims and the purchaser
shall make payments if it becomes necessary. The vendor therefore guarantees peaceful
takeover and undertakes to indemnify the purchaser against any loses arising out of
material concealment or non-disclosure of facts.
6.4. The property is sold and purchased as is on where is basis.
7. Warranties
7.1. The vendor hereby warrants the purchaser that its title is to the property is good and
hereby agrees to indemnify the purchaser against any losses, demands or claims
whatsoever in respect to the property.
7.2. The vendor has requisite power and authority to execute and deliver this agreement
and to perform the vendor’s duties and obligations under this agreement.
7.3. The vendor warrants the purchaser that there is no adverse claim on the property or
any dispute regarding ownership or any other such matters.
7.4. The property is not on a buffer zone, road reserve or public land and the vendor’s
ownership is not subject to challenge whatsoever from the Government of Kenya, any
local authority or any third party.

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7.5. There is no litigation, arbitration or administration pending concerning the property.
7.6. There are no covenants, restrictions, stipulations, conditions and other encumbrances
affecting the property (including those that relate to the use of property) have been
breached.
8. Management
8.1. The building in which the property is situated is managed by Next Properties
Limited.
8.2. The purchaser herein agrees to pay a monthly service charge of Kenya Shillings
Twenty Thousand (Kshs.20,000.00/=) only.
8.3. The purchaser shall be bound by these terms and all other terms stipulated in the duly
executed letter of offer dated 20th February 2022.
9. Breach of the Agreement
9.1. If the Purchaser shall fail to comply with any provisions of this Agreement including the
provisions as to payment of the Purchase Price the Vendor shall be entitled to serve a Notice
in writing upon the Purchaser requiring the Purchaser to remedy the same within Twenty
One (21) days from the date on which such notice is served on the Purchaser. If the
Purchaser shall fail to remedy the breach before the expiry of the said Notice then the
Vendor shall be entitled at the Vendor’s absolute discretion either;
(a) To extend the time for completion; or
(b) To rescind this Agreement by notice on that behalf to the Purchaser; and
(c) To retain Ten Percentum (10%) of the Purchase Price as liquidated damages

9.2. If for any reason the Vendor shall be unable to complete this transaction by the
completion date then the Purchaser shall be entitled to serve a Notice in writing upon the
Vendor requiring the Vendor to complete the said transaction within Twenty One (21) days
from the date upon which such Notice is served on the vendor. If the Vendor shall fail to
complete the said transaction before the expiry of the said Notice then the Purchaser shall be
entitled to at the Purchaser’s absolute discretion either;
(a) To extend the time for completion; or
(b) To rescind this Agreement by Notice in writing in that behalf to the Vendor or
(c) To immediately demand and require a full refund of the deposit.

10. Law Society Conditions of Sale

10.1. The Sale is subject to The Law Society Conditions of Sale (2015 edition) in so far as
they are not inconsistent with or excluded or amended by the provisions of this
agreement.

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11. Jurisdiction
The Agreement shall be interpreted according to the laws of Kenya and the parties submit
to the jurisdictions of the Courts of Kenya.
IN WITNESS WHEREOF this agreement has been executed as a Deed the day and year
first hereinabove written.

SEALED with the common seal )

of the VENDOR in the presence of:- MR. KOTI ) _________________________
) ID No. 1345613
)
DIRECTOR )
)
)
)
)
DIRECTOR/SECRETARY ) ____________________________

I CERTIFY that the abovenamed Director of the Vendor and the vendor’s Secretary,
appeared before me on the 21st day of February, 2022, and being known to me,
acknowledged the above signatures to be theirs respectively and that they have freely and
voluntarily executed this agreement and the financial, legal and economical implications
thereof.

________________________________
VENDOR’S ADVOCATE

SEALED with the common seal )

of the PURCHASER in presence of:- MR. BAZU ) _________________________
) ID No. 1234567
)
DIRECTOR )
)
DIRECTOR MS. PENDO ) ____________________________

I CERTIFY that the abovenamed DIRECTORS of the Purchaser, appeared before me on

the 21st day of February, 2022, and being known to me, acknowledged the above signatures

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to be theirs respectively and that they have freely and voluntarily executed this agreement and
the financial, legal and economical implications thereof.

_______________________________
PURCHASER’S ADVOCATE
DRAWN BY:
WETU & PARTNERS ADVOCATES,
KSL PLAZA, 8TH FLOOR, DR 1B,
OFF WINNER ROAD,
P.O. BOX 1328-00100,
NAIROBI
EMAIL: wetu.partnersadv@gmail.com
Contacts: +254 712 343 230
Adm: P105/12342/21

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