Our Ref: RB/01/159143/01/SA/JO

Date: 07/12/2020

THE DIRECTORS,
GREENSTAR HOMES LIMITED,
P.O. BOX 15858-20100,
NAKURU – KENYA.

Dear Sirs,

RE: BANKING FACILITIES TO GREENSTAR HOMES LIMITED (the “Customer”)

With reference to your Application for a working capital facility, we are pleased to outline here below the terms of the Diminishing Musharaka
Sale and Leaseback Financing arrangement (Facility) and the terms and conditions of the Facility (Agreement) appended hereto:-

1. Facility

Facility Type Diminishing Musharaka Sale and Leaseback Financing Facility

Transaction Facility to finance working capital
Term Twelve (12) Months
Customer’s Share 50% Kes. 1,500,000.00
Bank’s Share 50% Kes. 1,500,000.00
Total Investment Kes. 3,000,000.00
Repayment Method Monthly payment of principal and profit
Financing Rate The customer shall pay a financing rate of 13% per annum at reducing balance.

2. Availability

The Facility shall be made available subject to the Customer’s compliance in such manner as the Bank may deem fit with all
restrictions, rules and regulations formulated by the Bank, the Bank’s Sharia’h Supervisory Board and the Central Bank of Kenya
from time to time in respect of the Facility, or any other applicable regulatory authority from time to time in force. This
Agreement shall only commence in the event that the Advance Payment Guarantee is recalled by the employers. The securities
held shall continue to be used to cover the Bank funded exposure until the Investment Musharaka facility is fully settled.

3. Term

The Facility shall be available for a period of Twelve (12) from drawdown and shall expire Twelve (12). Notwithstanding any
provision in this Letter (including in regard to the expiry of the Facility) the provisions of this Letter shall, unless the Bank shall
in its discretion otherwise decide by notice in writing to the Customer or the Bank shall have demanded the immediate payment
of the Facility, continue in full force and effect until any renewal extension variation or replacement Letter of Offer shall be
offered to and accepted by the Customer.

4. Security
It is a term of this Facility that prior to drawdown the Customer procures that the Bank receives the under-mentioned documents
(hereinafter the ‘Security Documents’ and ‘Security Document’ shall be construed accordingly) as a continuing security for all
moneys obligations and liabilities certain or contingent now or hereafter due, owing or incurred by the Customer to the Bank
namely:
4.1 First Legal charge of Kes. 1,500,000.00 over property Title Number Kiambogo/Miroreni Block2/112(RVST) in the
name of Charles Dennis Okoth Odiwuor to be stamped and registered in favour of the bank;
4.2 First Legal charge of Kes. 1,500,000.00 over property Title Number Njoro/Ngata Block 7/419(CHUMO) in the name
of Charles Dennis Okoth Odiwuor to be stamped and registered in favour of the bank;
4.3 Director’s Joint and Several deeds of guarantee for Kes. 1,500,000.00 duly executed the directors Greenstar Homes
Limited(Roselyne Naliaka Simiyu & Charles Dennis Okoth Odiwuor)
4.4 Consent and Personal guarantee and indemnity for Kes. 1,500,000.00 duly executed by Charles Dennis Okoth Odiwuor
, the registered owner of properties used as collateral ;

5. Conditions Precedent

5.1Duly executed Diminishing Musharaka Financing Agreement and related documents;

5.2Duly executed Board resolution by the director of Greenstar Homes Limited authorizing the borrowing and security
arrangements of this facility;

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 5.3Provision of a professional valuation from a valuer on the Bank’s panel over properties used as collateral ;
5.4Insurance cover against Fire & other perils over properties used as collateral ; through FCB Takaful Insurance Brokers
Limited, noting the Bank’s interest as first loss payee;
5.5 Submission of the latest annual returns and filing receipts thereof;
5.6 Submission of the latest KRA tax compliance certificate;
5.7The Customer shall pay an upfront Documentation fee of Kes. 14,400.00

6. Conditions
6.1 The Customer shall and maintain priority banking status with the Bank during the entire facility period;
6.2 There will be no change on the composition and the structure of the firm without obtaining prior consent from the
Bank;
6.3KRA Tax compliance certificate to be forwarded to the bank each year for the duration of the facility;
6.4The Bank’s obligation to make any disbursement of the Facility is also conditional upon the Customer’s compliance at the
relevant time with the terms and conditions of, and there being no breach of or default of this Letter of Offer;
6.5 Copies of annual returns (CR12) to be provided annually for the duration of the facility;
6.6 Aging creditors/Debtors listing to be provided annually for the duration of the facility;
6.7 Copies of annual audited accounts to be forwarded to the bank each year for the duration of the facility;
6.8 The expiry date on all Fixed Maturity Accounts shall match the facility expiry date.

7. Annual Returns and Financial Statements

The Customer shall provide to the Bank the following documents of the Customer:

7.1 Audited financial statements duly executed by the Customer’s directors and if applicable, the Customer’s consolidated
financial statements as soon as the same become available but in any event, within Twelve (12) of each financial year
end.
7.2 Quarterly management accounts by the Customer’s directors within 2 weeks at the end of each quarter.
7.3 Quarterly creditors and debtors statements along with the ageing analysis listing of debtors and creditors showing the
balances as at each quarter end within two (2) weeks of the end of each financial quarter.
7.4 Copies of receipts evidencing up to date payment of all charges fees levies due on all immovable property owned by
the Customer including land rent, rates and rent and/or land clearance certificates as may be required, failing which the
Bank reserves the right to pay directly to the relevant authority without reference to the Customer and to debit the
Customer’s account with such charges fees levies together with any incidental expenses if any, so as to ensure the
Bank’s interests are protected.
7.5 Copy of duly filed Annual Return for each calendar year together with a copy of the filing receipt within two (2) weeks
of such filing.

8. Representations and Warranties

The Customer represents and warrants to the Bank as follows:

8.1
8.2 All authorizations consents approvals resolutions licences exemptions filings notarisations or registrations required or
desirable to enable it to lawfully enter into and exercise its rights and comply with its obligations in the Letter and to
make it admissible in evidence in Kenya have been obtained or effected and are in full force and effect.
8.3 It has the power to enter into perform and deliver and has taken all necessary actions to authorize its entry into,
performance and delivery of this Letter.
8.4 Neither the execution and delivery of the form of acceptance endorsed hereon by the Customer nor the performance or
observance of any of its obligations under this Letter will conflict with, or result in, any breach of any law, statute,
regulation, indenture, mortgage, trust deed, agreement or other instrument, arrangement, obligation or duty by which
the Customer is bound or cause, where applicable, any limitation on any of the powers whatsoever of the Customer
howsoever imposed or on the right or ability of the Customer to exercise such powers to be exceeded.
8.5 All information submitted by the Customer to the Bank presents a true and fair view of the affairs of the Customer at
such date.
8.6 There has been no material adverse change in the financial position of the Customer from that set forth in the
Customer’s application for financing.
8.7 The representations and warranties herein are deemed to be made by the Customer at the date of this Letter and during
the continuance of the Facility.
8.8 the Customer and any other party to this Agreement confirm that they have sought and obtained independent legal and
financial advice and have understood the legal and financial implications of this Agreement;

9. Events of Default
Each of the events or circumstances set out in this clause is an Event of Default.
9.1 A default in one facility to shareholders, directors or any related companies or parties shall automatically constitutes a
default on all facilities to the customer, its shareholders, directors and any related company or parties.
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 9.2 The Customer does not pay on the due date any amount payable under or pursuant to this Letter or the Security
Documents at the place and in the currency in which it is expressed to be payable.
9.3 Any representation warranty or statement made or deemed to be made by the Customer in the Letter or any other
Security Document or any other document delivered by or on behalf of the Customer under or in connection with the
Facility is or proves to have been incorrect or misleading in any respect when made or deemed to be made.
9.4 Any breach in the performance of any term and condition of the Facility or any covenant by the Customer or any term
and condition of any of the Security Documents or any other security held by the Bank for the Facility.
9.5 Control of the Customer or a member of the Group passing to any person or persons (including institutions or
companies) either acting individually or in concert where the Bank is unwilling to give prior agreement to the change
of control. “Group” means the Customer and a Subsidiary, or as the case may be, Subsidiaries of the Customer from
time to time.
9.6 Any obligation for the payment or repayment of money, whether present or future, actual or contingent (hereinafter
‘Financial Indebtedness’) of the Customer or a member of the Group is not paid when due nor within any originally
applicable grace period.
9.7 Any Financial Indebtedness of the Customer or a member of the Group is declared to be or otherwise becomes or may
become due and payable prior to its specified maturity as a result of an event of default (however described).
9.8 The Customer or a member of the Group is unable or admits inability to pay its debts as they fall due suspends making
payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with
one or more of its creditors with a view to rescheduling any of its Financial Indebtedness.
9.9 A moratorium is declared in respect of any Financial Indebtedness of the Customer or a member of the Group.
9.10 Any expropriation attachment sequestration distress or execution affects any of the Customer’s assets or assets of a
member of the Group and is not fully discharged within thirty (30) days.
9.11 It is or becomes unlawful for the Customer to perform any of its obligations under the Letter or any other Security
Document.
9.12 The Customer or a member of the Group selling, transferring or otherwise disposing of the whole or any substantial
part of its undertaking or assets without the prior written consent of the Bank.
9.13 Cross Default: If any sum shall be due from the Customer and or any of the Security Party and or any guarantors
(collectively ,“ the Obligors “) to the Bank and or any other third party from time to time or at any time or if any of the
Obligors may be or become liable to the Bank anywhere on any Banking, financing, any other credit facilities or any
other account current or otherwise (“the account(s)”) or in any other manner whatsoever including but not limited to
liability of any of the Obligors incurred to the Bank as surety(ies) or guarantor(s) or if default is made in relation to any
provisions governing the account(s) .then, at once or at any time thereafter, the Bank may, by notice to the
Customer(s), declare that an Event of Default has occurred and simultaneously or at any time thereafter, irrespective of
whether any event mentioned herein is continuing, the Bank may by written notice to the Customer(s):
(i) declare the Facility to be terminated and;
(ii) invoke the unilateral irrevocable Purchase Undertaking against the Customer(s) and;
(iii) declare the Outstanding Amounts together with any other sum then payable by the Customer(s) under the Transaction
Documents to be immediately due and payable; and
(iv) declare the security created by the Security Documents to immediately become enforceable.
(v) No single or partial exercise by the bank of any right or remedy hereunder shall preclude any other or further exercise of
any other right or remedy.

Upon the occurrence of an event of default, the Bank’s commitment to advance the Facility or part thereof shall cease and all Security
Documents and any and all other securities held by the Bank in respect of the Facility shall become immediately enforceable.

10. Cross Default and Cross Collateral

The Customer hereby agrees that (a) a Default or an Event of Default under this Agreement is a default or an event of default
under all the other Facility Letters and all other financing related documents by the customer and any other related parties to the
customer with the Bank (Facility Documents) and a default under any of such other facility Documents is a Default or an Event
of Default under this Agreement, and (b) the Collateral under this Agreement secures the Obligations now or hereafter
outstanding under all other agreements between the Customer, any other related parties to the customer and the Bank and the
Collateral pledged under any other agreement with the Bank secures the Obligations under this Agreement.

11. Miscellaneous

11.1 The Customer shall not dispose of any fixed assets and/or any immovable property to create security over any other
moveable assets without the Bank’s prior consent in writing which consent shall not be unreasonably withheld.
11.2 The Customer shall inform the Bank of any additional borrowings from other sources.
11.3 The Customer shall provide the Bank regularly with such information and in such form as the Bank may require.
11.4 The Customer shall advise the Bank immediately of any change of directors or any material or major happening that
may affect the Customer’s operations or the operations of a member of the Group.
11.5 The Customer shall undertake to submit valuation reports for any and all immovable properties securing the Facility at
least once every three (3) years from one of the Bank’s approved valuers. The Bank may also require periodic
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 valuations of the said properties and in the event that this request is not complied with by the Customer, the Bank may
undertake such valuations itself and shall debit the Customer for any charges related thereto.
11.6 The Customer shall pay to the Bank within three (3) days of the Bank’s first written demand all stamp and
documentary Taxes, registration fees, legal fees, document production charges, photocopying, binding, postages and
incidentals or other like fees imposed on or in connection with this Letter and the Security Documents or otherwise
contemplated hereby and shall indemnify the Bank against any loss damage liability or expense suffered or incurred by
the Bank arising by reason of any delay or omission by the Customer to pay any such fees or Taxes.
11.7 The Bank has the right to assign or transfer all or any of the Bank’s rights and obligations under this Letter.
11.8 The Customer shall not assign or transfer any of the Customer’s rights or obligations under this Letter without the prior
written approval of the Bank.
11.9 The Customer agrees not to disclose to any third parties any information provided by the Bank in connection with this
offer.
11.10 No amendment or variation of this Letter shall be valid or effective unless it is in writing and signed by the Customer
and a duly authorized officer of the Bank.
11.11 Where more than one person is comprised in the expression ‘the Customer’, the liabilities and obligations of all such
persons under this Letter shall be joint and several.
11.12 The Customer acknowledges that no representations of inducement to enter into the obligations under this Letter have
been made by the Bank or any officer, employee or agent of the Bank whether orally or otherwise other than those
referred to herein.
11.13 The Customer irrevocably consents to the disclosure by the Bank, its officers or agents in any manner howsoever any
information relating to the Customer and its accounts to any regulatory, supervisory or fiscal body, any credit reference
agency, any potential assignee of the Bank or other participant in any of its rights and/or obligations in relation to the
Customer’s Facility, the Bank’s agents and any guarantors, third party pledge or security providers.
11.14 The Customer shall comprehensively insure all insurable assets forming part of the Bank’s security against theft,
damage and fire for the full value thereof during the tenure of the Facility with an insurance company approved by the
Bank, with the Bank’s interest being duly noted on the policy document and naming the Bank as first loss payee.
Should the Customer fail to comply with this obligation, the Bank shall either insure the relevant assets or pay the
insurance premiums on behalf of the Customer and the Customer shall, on first written demand by the Bank, pay to the
Bank the costs and expenses incurred by the Bank in exercising the Bank’s rights under this clause.
11.15 Time is of the essence under this Letter of Offer but no failure or delay on the part of the Bank to exercise any power
right or remedy hereunder shall operate as a waiver thereof nor shall any single or any partial exercise or waiver of any
such power right or remedy preclude its further exercise or the exercise of any other power right or remedy.
11.16 The Bank reserves the right to amend, cancel or terminate the Facility at any time without assigning any reason thereto
and without incurring any liability therefor.
11.17 No failure or delay on the part of the Bank to exercise (whether partly or wholly) any of its rights under this Agreement
shall operate as a waiver of the Bank’s rights nor will it constitute a novation hereof. The rights and remedies provided
in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
11.18 The Bank’s statements, records and/or a certificate under the hand of a manager of the Bank, whose office need not be
proved, will constitute conclusive evidence of the Customer’s indebtedness in a court of law.
11.19 If on expiry of the Term the Customer has not returned the Bank’s Investment, the Customer hereby expressly
authorises the Bank to automatically renew the Facility for a similar or such term as the Bank may determine.
11.20 if the facility has not been drawn within ninety (90) days from the date of this letter, the Bank reserves the right to vary
the Financing Rate quoted in the Letter of Offer
11.21 The Bank shall be under no obligation to issue a further Letter of Offer and the Facility shall not be renewed if a Letter
of Offer is not issued by the Bank. Non-renewal of the facility shall not prejudice or otherwise restrict or limit in any
way whatsoever the Bank's rights and privileges under or pursuant to the Principal Documents and the other documents
and shall not vary limit alter or amend any of the Customer’s obligations and duties under the Principal Documents
Kindly therefore indicate your acceptance of the foregoing by initialing each page of this Letter and duly executing the memorandum
below and return the Letter within thirty (30) days of the date of this Letter, after which the offer will lapse.

Yours Faithfully,

___________________ _________________
Charles Roche Dr. Hussein Hassan
Ag. Head of Financing Chief Executive Officer

CUSTOMER’S ACCEPTANCE

We, the Directors of GREENSTAR HOMES LIMITED, under and by virtue of a Board Resolution dated.......................................... (a copy of
which is attached), hereby accept the Facility stipulated in this Letter of Offer and the Terms and Conditions annexed to this Letter of Offer.

Diminishing Musharaka Sale and Leaseback – GREENSTAR HOMES LIMITED ………… …………………..
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SEALED with the Common Seal of the }
Company in the presence of }
}
}
.................................... }
Director’s Name and Signature } Company Seal:
}

Witness Name:
(Advocate)
Signature:

NB: Any party signing on behalf of any person under a Power of Attorney must indicate the PA Number and produce a
certified copy of the document appointing the Attorney.

GUARANTOR’S ACCEPTANCE

I hereby confirm that I have read this Letter of Offer and the Terms and Conditions annexed to this Letter of Offer to which I hereby accept and
sign accordingly. I further confirm having sought and obtained independent legal and financial advice and understood the legal and financial
implications of my obligations to the Bank in respect to this Letter of Offer and in particular the execution of the Guarantee and/or Charge or such
other security document as may be required by the Bank to secure the financial and other obligations of the Customer under this Transaction.
Name: CHARLES DENNIS OKOTH ODIWOUR

ID Number:

Signature:

Witness Name:
(Advocate)
Signature:
NB: Any party signing on behalf of any person under a Power of Attorney must indicate the PA Number and produce a certified copy of the
document appointing the Attorney

Diminishing Musharaka Sale and Leaseback – GREENSTAR HOMES LIMITED ………… …………………..
Our Ref: RB/01/159143/01/SA/JO Customer’s Signature Page 5 of 16
 MUSHARAKA ENDING-WITH-OWNERSHIP FINANCING AGREEMENT

RB/01/159143/01/SA/JO

THIS FINANCING AGREEMENT (Agreement) IS MADE at _______________ this _________ day of _____________ 2........

BETWEEN

GREENSTAR HOMES LIMITED of Postal Address Number 38089 – 00623 NAIROBI – KENYA and hereinafter referred to as “the
Customer” (which expression shall wherever the context so requires or permits mean and include its successors-in-title and assigns) of the
ONE PART

AND

FIRST COMMUNITY BANK LIMITED, a duly incorporated banking company having its registered office at Nairobi and of Postal
Address Number 26219 – 00100, Nairobi, Kenya and hereinafter referred to as “the Bank” (which expression shall wherever the context so
requires or permits mean and include its successors-in-title and assigns) of the OTHER PART:
(Individually referred to as a “Party” and collectively as the “Parties”)

WHEREAS

A. the Customer wishes to enter into a financing arrangement based on Musharaka (the “Financing Arrangement”) with the Bank for the
purchase of the Property (as defined hereunder)
B. the Bank has agreed to enter into the Musharaka financing arrangement as mentioned herein.
C. This Agreement sets out the terms and conditions upon and subject to which the Bank and the Customer have agreed to enter into the
Financing Arrangement.
D. It is understood between the parties that regardless of the proportion of each party in the Financing Arrangement, the entire Property
will be occupied and used by the Customer against payment of the Monthly Payments.
E. It is further understood between the Parties that the Customer shall buy out the Bank’s shares in the Financing Arrangement from time
to time.

1 DEFINITIONS
1.1 In this Agreement, unless the context otherwise requires the following words shall have the meanings assigned to them hereunder:
a) “Accounting Standards” means the international Financial Reporting Standards promulgated by the international Accounting
Standards Board from time to time;
b) “Authorisation” means any authorisation consent approval resolution license exemption filing notarisation or registration
c) “Bank’s Share” means the share of the Bank in the Property (held by the Bank as beneficial owner as proprietor in common
with the Customer ) in the proportion specified in the Letter of Offer as the same may be reduced from time to time pursuant to
this Agreement;
d) “Business Day” means a day on which banks are open for business in Kenya;
e) “Customer ’s Share” means the share of the Bank in the Property (held by the Bank as beneficial owner as proprietor in
common with the Customer ) in the proportion specified in the Letter of Offer as the same may be increased from time to time
pursuant to this Agreement; ;
f) “Effective Date” means the date of execution of this Agreement or the date on which the Bank disburses any amount out of the
Bank’s Share, whichever is later;
g) “Financing Arrangement” means the arrangement between the Bank and the Customer whereby the Bank makes payment
along with the Customer in the acquisition of the Property jointly;
h) “Group” means the Customer and a subsidiary, or as the case may be, the subsidiaries of the Customer from time to time
i) "Kenya Shilling" or "KES" means the lawful currency of Kenya;
j) "Letter of Offer" means a letter issued by the Bank to the Customer (attached to this Agreement and forming an integral part
of this Agreement) setting out the principal terms and conditions of, inter alia, the Financing Arrangement facility to be
provided by the Bank to, inter alia, the Customer , or as the case may be, each letter issued by the Bank pursuant to which the
Bank may agree to renew an existing facility as the same may be amended from time to time; each letter of offer to be duly
executed by the Customer ;
k) “Related Party” means a party that is directly associated with the customer either by way of sharing collateral or directorship
l) "Letter of Undertaking to Purchase" means, in respect of each Financing Arrangement the agreement being in or
substantially in the form set out in 'Schedule A to the Agreement pursuant to which the Customer agrees with the Bank to (inter
alia) purchase from the Bank the Units of the Bank (and thereby reducing the Bank's Share);
m) "Letter of Undertaking to Sell " means, in respect of each Financing Arrangement, the agreement being in or substantially in
the form a set out in Schedule B to the Agreement pursuant to which the Bank agrees with the Customer to sell to the Customer
the Units of the Bank {and thereby reducing the Bank's Share);

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 n) "Lien" means any mortgage charge (whether fixed or floating} pledge lien hypothecation assignment title retention sale and
leaseback trust arrangement or other encumbrance securing or any right conferring a priority of payment in respect of any
obligation of any person or any other agreement or arrangement having a similar effect to the creation of a security interest;
o) "Material Adverse Effect" means a material adverse effect on:
(A) the business operations property condition (financial or otherwise) or prospects of the Customer and/or the Group:
(B) the ability of the Customer to perform its obligations under the Agreement; or
(C) the validity' or enforceability of the Agreement or any Security Document or the rights and remedies of the Bank
under the Agreement or any Security Document;
p) “Monthly Payment” means the amounts to be paid by the Customer to the Bank for the right to use and occupy the Property to
the extent of the share of the Bank in the Property. The Monthly Payments due shall be as laid down in the schedule of Monthly
Payments as provided by the Bank which shall be amended annually for each subsequent year;
q) “Monthly Payment Date(s)” means the date(s) at which the Monthly Payment becomes due and payable by the Customer to
the Bank as stipulated in this Agreement and in accordance with a schedule of Monthly Payments appearing in Appendix ‘A’ of
the Monthly Payment Agreement which would include new schedules of Monthly Payments provided annually for each
subsequent year reflecting the applicable Monthly Payments revised in accordance with clause 3 of this Agreement and other
revised schedules of Monthly Payments as may be required under the terms of this Agreement ;
r) “Musharaka” means the agreement between the Customer and the Bank to which the Bank and the Customer will purchase
from the seller of the Property an undivided beneficial ownership interest in the Property for the purpose of creating a beneficial
ownership as proprietors in common in specified shares in the Property as provided for in this Agreement and with the Customer
having the right to exclusively enjoy and exploit the Property;
s) "Parties" means the Bank and the Customer and "Party" shall be construed accordingly;
t) “Property” means the property purchased with the participation of the Bank and the Customer in accordance with the terms of
this Agreement details whereof appear in the Letter of Offer hereto from the seller;
u) "Security Documents" means the agreements and instruments executed or to be executed in favour of the Bank creating
security for the due performance and satisfaction of obligations and liabilities of the Customer under this Agreement and the
other documents as may be specified in each Letter of Offer;
v) “Taxes” includes all present and future taxes, levies, imposts, duties, fees or charges of whatever nature together including
without limitation property taxes and levies with delayed payment charges thereon and penalties in respect thereof and
“Taxation” shall be construed accordingly;
w) “Term” means the period of validity of the Agreement commencing from the Effective Date up to the payment date of the last
Monthly Payment Date;
x) “United States Dollars” or “USD” means the lawful currency of the United States of America.
y) “Units” means the division and classification of the Bank’s Share into units of the value in KES and in the number appearing in
each Property;
1.2 Clause headings and the table of contents are inserted for convenience of reference only and shall be ignored in the interpretation of
this Agreement. In this Agreement, unless the context otherwise requires, references to Clauses and Appendices are to be construed as
references to the clauses of, and appendices to, this Agreement and references to this Agreement include its appendices; words
importing the plural shall include the singular and vice versa and references to a person shall be construed as including references to
an individual, firm, bank, corporation, unincorporated body of persons or any state or any agency thereof.

2 FINANCING ARRANGEMENT (MUSHARAKAH), PROPERTY PURCHASE, USE REPAIR AND MAINTENANCE

2.1 It is agreed that the Customer shall, subject to compliance with the conditions precedent specified in Clause 12 below, purchase the
Property from the seller and the Bank shall make available the Bank’s investment in the Financing Arrangement to the Customer or
his nominee for the purposes of completing the sale in the name of the Customer.
2.2 The Customer shall be responsible for checking the specifications, conditions and all other matters relating to the Property, including
ensuring proper legal, marketable title and possession to be obtained from the seller.
2.3 Provided that where the Property is already in the name of the Customer, the Bank shall make available the investment of its Share by
making payment direct to the Customer and by virtue of this payment the Bank will acquire the proportionate equity/ownership of the
Property which shall be documented by a sale /purchase receipt between the Customer and the Bank.
2.4 The Parties have agreed to contribute their respective shares towards the Financing Arrangement.
2.5 The respective Bank’s Share and its proportionate equity Units and the Customer’s Share will be set out in the Letter of Offer and the
Bank’s investment in the Financing Arrangement may be made available to the Customer in one or more tranches in accordance with
the terms and conditions of purchase of the Property between the Customer and the seller of the Property as applicable subject to this
Agreement.
2.6 The Customer shall have the exclusive right to use and occupy the Property including the Bank’s share arising in respect of the
Financing Arrangement.
2.7 The Customer agrees that the Customer shall be responsible, at the Customer’s sole cost and expense, for the due and punctual
performance of all Ordinary Maintenance and Repair required to be undertaken in connection with the Property.
2.8 The Bank and the Customer shall be responsible for the costs and expenses incurred in connection with any Major Repair in the
proportion of the Bank's Share and the Customer’s Share from time to time. The term "Major Repair" shall mean ail major structural
repairs arising as a result of any accident or damage to the Property occurring otherwise than as a result of the negligence of the
Customer its employees visitors licensees tenants or agents or as a result of any default by the Customer of its obligations under this
Agreement or any documents relating to this Financing Arrangement and expressly excluding any Ordinary Maintenance and Repair.
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3 INSURANCE
3.1 The Customer shall (on the Customer ’s own behalf and as agent for the Bank) keep insured the Property for the duration of the
Financing Arrangement for the full reinstatement value from time to time of Property including architects' surveyors' engineers and all
other professional fees and demolition charges together with full provision for estimated inflation.
3.2 All insurances taken out by the Customer in accordance with clause 3.1 shall:
3.2.1 be in a form and with insurers approved by the Bank;
3.2.2 name the Bank as additional insured and name the Bank as first loss payee.

3.3 The Customer shall notify the Bank immediately in writing of any loss of or damage to the Property.
3.4 (Without prejudice to the Bank's obligations under clause 3.8), should the Customer fail to comply with the Customer 's obligations
in terms of clause 3.1 or 3.2, the Bank shall be entitled to (but the Bank shall not be under obligation so to do) either insure the
relevant Property or pay the insurance premiums on behalf of the Customer and the Customer shall, on first written demand by the
Bank, pay to the Bank the costs and expenses incurred by the Bank in exercising the Bank's rights under this clause 3.4.
3.5 In relation to the insurances referred to in sub-clause 3.1.2 such insurances shall name each of the Bank and the
3.6 Bank's respective officers directors employees and agents as additional insurers ("Additional Insured"). 3-6 In relation to all the
insurances referred to in clause 3.1 such insurances shall:
3.6.1 provide that the Bank shall be given thirty (30) days' prior notice of any cancellation amendment or non-renewal;
3.6.2 provide that the Bank's and any other Additional Insured's interests shall not be invalidated by any act or omission or
breach of warranty or misrepresentation of the Customer or the Customer’s employees or agents; and
3.6.3 provide a waiver by insurers of any right of subrogation against the Bank and of any right of contribution from any
other insurance carried by the Bank.
3.7 The Customer irrevocably authorises the Bank to give a good discharge to the insurance company for any monies paid under any such
insurance policy. The Customer shall, if so requested by the Bank, assign to the Bank or to the Bank's order the rights claims and
benefits arising under any such policy and shall indemnify the Bank in respect of any stamp duty payable on such assignment.
3.8 Each insurance premium payable in respect of each insurance policy maintained pursuant to this clause 3 and other monies necessary
for effecting and keeping in force each such insurance shall be paid not later than seven (7) Business Days prior to the due date for
payment of the same by the Bank and the Customer in the proportion equal to the Bank's Share and the Customer 's Share as at the
due date for payment of the relevant insurance premium and the Customer shall on demand by the Bank produce to the Bank (at the
option of the Bank) the original or a certified copy of each insurance policy and proof of payment of each insurance premium in full.
3.9 The Customer shall not, in respect of each policy of insurance maintained pursuant to this clause 3, do or permit to be done anything
whereby any insurance of the Property may become void or voidable or whereby the rate of premium for any such insurance may be
increased or which would entitle the relevant insurance company to avoid or reduce its liability under the relevant insurance policy.
3.10 It is agreed that:
3.10.1 if any claim is made on an insurance policy obtained and maintained pursuant to this clause 3, each of
the Customer and the Bank shall satisfy the excess amount under the terms of the relevant .insurance policy in
proportion to the1 Bank's Share and the Customer 's Share as at the date the relevant claim is made: and
3.10.2 All monies to be received by virtue of any insurance relating to the Assets maintained or effected pursuant to this
clause
shall be applied in repairing [rebuilding] restoring or reinstating the Property destroyed damaged or lost (any deficiency
being made good by the Customer and the Bank in proportion to the Bank's Share and the Customer 's Share as at the
date the insurance monies are received as aforesaid provided that the Bank's obligation to fund any deficiency shall
not apply in the case where the Customer is in breach of the Customer 's obligations under the Transaction Documents
or in the case of the relevant claim being made as a result of any act or omission (negligent or otherwise) of the
Customer or the Customer 's employees agents or contractors).
3.11 In the event that the Customer fails to renew the insurance premium, the Bank reserves the right to renew the same at the prevailing
profit rate;

4. INFORMATION UNDERTAKINGS
4.1 The undertakings in this clause 4 shall remain in force from the date of the Agreement for so long as any monies or liabilities are
outstanding under the Agreement and Letter of Offer.
4.2 The Customer shall supply to the Bank in the English language:
4.2.1 as soon as the same become available, but in any event within one hundred and eighty (180) days after the end of each
of its financial years, its audited financial statements and, if applicable, its consolidated financial statements:
4.2.2 as soon as-the same become available, but in any event within sixty (60) days after the end of each half year of each of
its financial years, its financial statements and, if applicable, its consolidated financial statements for that period; and
4.2.3 as soon as the same became available, but in any event within forty five (45) days after the end of each quarter of each
of its financial years, its financial statements and. if applicable, its consolidated financial statements for that period.
4.3 Each set of the financial statements delivered by the Customer pursuant to clause 5.2 shall be certified by a director of the Customer as
fairly representing the Customer’s financial condition and, if applicable, the Group's financial condition as at the date al which those
financial statements were drawn up.
4.4 The Customer shall supply to the Bank:

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 5.5.1 all documents dispatched by the Customer to the Customer’s shareholders (or any class of them) or the Customer’s
creditors generally at the same lime as they are dispatched;
5.5.2 promptly upon becoming aware of them, the details of any litigation arbitration or administrative proceedings which
are current threatened or pending against it or any member of the Group, and which might, if adversely determined,
have a Material Adverse Effect;
5.5.3 Promptly, such further information regarding the financial condition business and operations of the Customer and any
member of the Group as the Bank may reasonably request:
5.5.4 a copy of any notice order or other similar demand affecting or likely to affect the Property or any parts thereof or any
interest therein immediately on receipt by the Customer of the same and shall on demand by the Bank supply to the
Bank (at the cost of the Customer) all information relating to the matters mentioned in such notice order or other
similar demand and shall take (at the expense of the Customer) such action in respect thereof as the Bank shall require;
and
5.5.5 without prejudice to the provisions of sub-clause 4.5.4, the Customer will forthwith provide to the Bank a copy of any
notice claim demand or order by whomsoever served or given which may materially affect the value of the Property
Assets or the rights of the Customer in respect of the Property or the rights of the Bank under the Agreement.
4.5 The Customer shall notify the Bank of any Event of Default (and the steps, if any, being taken to remedy any Event of Default)
promptly upon becoming aware of its occurrence.
4.6 promptly upon a request by the Bank, the Customer shall supply to the Bank a certificate signed by two (2) of the Customer’s directors
or if the Bank agrees in writing, the Customer’s other senior officers on the Customer’s behalf certifying that no Event of Default is
continuing or if an Event of Default is continuing, specifying the Event of Default and the steps, if any being taken to remedy the
Default.

5. POSITIVE UNDERTAKINGS
5.1 The undertakings in this clause 5 shall remain in force from the date of the Agreement for so long as any monies or liabilities are
outstanding under the Agreement.
5.2 The Customer shall promptly:
5.2.1 Obtain comply with and do all that is necessary to maintain in full force and effect: and
5.2.2 Supply certified copies to the Bank of any Authorisation required under any Jaw or regulation of Kenya to enable it to
perform its obligations under the Agreement and Financing Arrangement to ensure, the legality validity enforceability
or admissibility in evidence in Kenya of the Agreement to use and operate the Property and to undertake its business.
5.3 The Customer shall procure, if required by the Bank, that any particular fixtures and fittings in the Property specified by the Bank
shall be operated and used by authorised and suitable trained personnel.
5.4 The Property shall be used for the normal and usual purpose of the business of the Customer for the time being and except with the
prior written consent of the Bank for no other purpose whatsoever.
5.5 The Customer shall (at the cost and expense of the Customer ) provide to the Bank such reports on title by advocates approved by the
Bank valuations searches survey reports from a licensed surveyor approved by the Bank inspection agency reports expert reports and
confirmations in relation to the Property as the Bank may from time to time require.
5.6 The Customer shall punctually pay in full all charges in connection with road making and paving which may become chargeable on
the Property Assets during the continuance of the Agreement.

6. NEGATIVE UNDERTAKINGS
6.1 The undertakings in this clause 6 shall remain in force from the date of the Agreement for so long as any monies or liabilities are
outstanding under the Agreement.
6.2 The Customer shall not, without the prior written consent of the Bank, create or permit to subsist any lien over any of its assets (including,
without limitation, the Property), other than any lien granted in respect of financial indebtedness of the Customer incurred prior to the date
hereof which is approved by the Bank and any lien created in favour of the Bank.
6.3 The Customer shall not without the prior written consent of the Bank:
7.3.1 Sell transfer or otherwise dispose of any of its assets (including the Property) on terms whereby they are or may be
leased to or re-acquired by any other member of the Group;
7.3.2 Sell transfer or otherwise dispose of any receivables on recourse terms:
7.3.3 enter into any arrangement under which money or the benefit of a bank or other account may be applied set-off or made
subject to a combination of accounts; or
6.4 The Customer shall not (and the Customer shall procure that its shareholders shall not) pay make or declare any dividend or other
distribution in respect of any financial year of the Customer where:
7.4.1 The proposed payment or distribution is not to be made out of retained earnings or share premium account (excluding
any amount resulting from the revaluation of the Customer’s assets);
7.4.2 Any Event of Default has occurred and is continuing; or
7.4.3 Where the making of any such dividend or other distribution could reasonably be expected to result in any Event of
Default under the Agreement.
6.5 The Customer shall procure that no substantial change is made to the general nature of the business of the Customer and the Group from
that carried on at the date of the Agreement.

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6.6 The Customer shall not {and the Customer shall procure that no member of the Group will), without the prior written consent of the Bank,
enter into any transaction with any person or enter into or continue business relations with its shareholders employees and/or
Subsidiary(ies) except on proper commercial terms negotiated at arms' length.
6.7 The Customer shall not appoint any company firm or individual to replace the auditor without the prior written consent of the Bank, and, in
any event, without promptly providing to the Bank an auditor's Letter to the replacement auditor.
6.8 The Customer will not do or cause or permit to be done anything which may in any way depreciate jeopardise or otherwise prejudice the
value of the Property nor permit any person (other than the Bank) to become entitled to any proprietary right or interest which might affect
the value of the Property or any pan thereof.
6.9 The Customer covenants with the Bank that during the continuance of the Agreement (if the Property consists of a leasehold interest)
the Customer will not (without the prior consent in writing of the Bank) vary surrender cancel assign charge or otherwise dispose
of or permit to be forfeit any lease of the Property or any part thereof or agree to do so whether such lease be the lease under which the
Customer holds the Property or superior thereto or derived out of the Customer 's interest therein.
6.10 The Customer covenants with the Bank that during the continuance of the Agreement the Customer shall procure that all occupiers and
managers of the Property shall not carry on any illegal or immoral activities on the Property and without prejudice to the generality of the
foregoing shall not commit any offence under the provisions of The Narcotic Drugs and Psychotropic Substances (Control) Act or The
Tobacco Control Act or The Public Health (Tobacco Products Control) Rules, 2006 thereon.
7. FURTHER ASSURANCE
The Customer shall forthwith on demand by the Bank execute such documents and such further assignments or other assurances in favour
of the Bank as the Bank shall from time to time require in order to perfect or protect the Bank's rights under the Agreement and documents
or to facilitate the sale and purchase of Property such further documents assignments and assurances to be in such form required by the
Bank and to be prepared by or on behalf of the Bank at the cost of the Customer.

8. INDEMNITIES
8.1 The Customer shall on first written demand by the Bank indemnify the Bank from and against any Taxes payable by the Bank in
connection with the purchase of the Property and the subsequent sale of the Bank's Share to the Customer pursuant to the Agreement.
8.2 The Customer shall on first written demand by the Bank indemnify the Bank from and against any cost expense liability Tax loss or
damage suffered or incurred by the Bank (whether directly or indirectly).

9. Set-Off and Consolidation

The Bank may without notice to the Customer combine, consolidate or merge all or any of the Accounts of the customer and any other
related parties with, and liabilities to, the Bank, whether in Kenya or elsewhere and whether singly or jointly with any other person or set-
off or transfer any sum standing to the credit of any such Accounts, whether matured or otherwise, in or towards the satisfaction of any of
the Customer’s obligations and liabilities to the Bank anywhere, whether in or outside Kenya, whether under the Facility or otherwise,
whether as principal or surety, actual or contingent, primary or collateral singly, jointly or severally and whether or not such obligations or
liabilities are accrued and may do so notwithstanding that the balances on such Accounts and the liabilities may not be expressed in the
same currency and the Bank is hereby authorised to effect any necessary currency conversions at the Bank’s rate of exchange then
prevailing.
10. DEFAULT DAMAGES
10.1 Where any amount is required to be paid by the Customer under this Agreement on a specified date and is not paid by that date, or an
extension thereof, permitted by the Bank, the Customer hereby undertakes to pay directly to the Charity Fund, constituted by the
Bank, a sum calculated at Thirty Percent (30%) per annum for the entire period of default, calculated on the total amount of the
obligations remaining un-discharged. The Charity Fund shall be used at the absolute discretion of the Bank, exclusively for the
purposes of approved charity.
10.2 In case (i) any amount(s) referred to in clause 10.1 above, including the amount undertaken to be paid directly to the Charity Fund, by
the Customer , is not paid by the Customer , or (ii) the Customer delays the payment of any amount due under this Agreement and/ or
the payment of amount to the Charity Fund as envisaged under Clause 10.1 above, as a result of which any direct or indirect costs are
incurred by the Bank, the Bank shall have the right to approach a competent Court (i) for recovery of any amounts remaining unpaid
as well as (ii) for imposing of default damages on the Customer . In this regard the Customer is aware and acknowledges that
notwithstanding the amount paid by the Customer to the Charity Fund of the Bank, the Court has the power to impose damages, at its
discretion, and from the amount of such damages, a smaller or bigger part, depending upon the circumstances, can be awarded as
solatium to the Bank, determined on the basis of direct and indirect costs incurred, other than the opportunity cost.

11. DISCLOSURE OF INFORMATION

The Bank will not without the Customer’s consent, disclose any information about the Customer to any other third party other than in the following
circumstances;
(a) To the Bank’s associated or subsidiary companies for the purposes of financing and/or with the aim of developing new products and
improving services and benefits to its Customer s with the understanding that the information will be kept confidential;
(b) anyone to whom the Bank may transfer its rights to under this Agreement;
(c) where the Bank is legally compelled to or it is in the public’s interest to disclose such information; or
(d) to protect the Bank’s interests and its Customer s and this may include the use of credit scoring, rating or reference agencies, banks or
bureaus. The Customer confirms and agrees that the Bank may at any time and at its sole discretion, carry out credit checks on the
Customer with any duly licensed credit reference organisation. In the event of default on the Customer’s part or any of its

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 obligations under this Agreement, the Bank shall, as required by the CBK supply such information to a licensed credit reference
agency.

12. NO THIRD-PARTY RIGHTS.

Nothing expressed or referred to in this Agreement will be construed to give any person other than the parties to this Agreement any legal
or equitable right, remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This Agreement and all of
its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their successors, personal
representatives and permitted assigns.
IN WITNESS WHEREOF, the parties hereto have duly executed or caused to be duly executed this Agreement as of the date first
above written.

___________________ _________________
Charles Roche Dr. Hussein Hassan
Ag. Head of Financing Chief Executive Officer

CUSTOMER’S ACCEPTANCE

We, the Directors of GREENSTAR HOMES LIMITED, under and by virtue of a Board Resolution dated.......................................... (a copy of
which is attached), hereby accept the Facility stipulated in this Letter of Offer and the Terms and Conditions annexed to this Letter of Offer.

SEALED with the Common Seal of the }

Company in the presence of }
}
}
.................................... }
Director’s Name and Signature } Company Seal:
}
}
............................................. }
Director’s Name and Signature }

Witness Name:
(Advocate)
Signature:

NB: Any party signing on behalf of any person under a Power of Attorney must indicate the PA Number and produce a
certified copy of the document appointing the Attorney.

GUARANTOR’S ACCEPTANCE

I hereby confirm that I have read this Letter of Offer and the Terms and Conditions annexed to this Letter of Offer to which I hereby accept and
sign accordingly. I further confirm having sought and obtained independent legal and financial advice and understood the legal and financial
implications of my obligations to the Bank in respect to this Letter of Offer and in particular the execution of the Guarantee and/or Charge or such
other security document as may be required by the Bank to secure the financial and other obligations of the Customer under this Transaction.
Name: CHARLES DENNIS OKOTH ODIWOUR

ID Number:

Signature:

Witness Name:
(Advocate)
Signature:
NB: Any party signing on behalf of any person under a Power of Attorney must indicate the PA Number and produce a certified copy of the
document appointing the Attorney

Diminishing Musharaka Sale and Leaseback – GREENSTAR HOMES LIMITED ………… …………………..
Our Ref: RB/01/159143/01/SA/JO Customer’s Signature Page 11 of 16
 SCHEDULE A

CUSTOMER ’S LETTER OF UNDERTAKING TO PURCHASE MUSHARAKAH UNITS

Date:

FIRST COMMUNITY BANK LIMITED,

PRUDENTIAL BUILDING 1ST FLOOR,
WABERA STREET,
P.O. BOX 26219 – 00100,
NAIROBI.

Dear Sir,

Letter of Undertaking (the “Letter of Undertaking”)

I/We refer to the Letter of Offer and Financing Agreement dated ……………………………… (the “Agreement”) and the Monthly
Payment schedule attached hereto between First Community Bank Limited (hereinafter referred to as the “Bank”) and myself/ourselves.

NOW THEREFORE IN CONSIDERATION OF THE BANK ENTERING INTO THE FINANCING AGREEMENT THIS LETTER
WITNESS AS FOLLOWS:
1. INTERPRETATION & DEFINITIONS

This Letter of Undertaking is to be read and construed in conjunction with the Financing Agreement, Letter of Offer and terms and
conditions set out in the Master Agreement shall be applicable to this Letter of Undertaking.

Capitalised terms used herein shall have the meanings ascribed to them in the Financing Agreement unless otherwise defined herein.

The following words shall be interpreted as follows for the purposes of this Letter of Undertaking.

“Buy out Payment Date” means the date(s) on which I/we shall buy out the Musharaka Units from time to time from the Bank;

“Buy Out Price” means the amount to be paid by me/us to the Bank as payment for the acquisition by me/us of the Musharaka Units as
indicate in the Monthly Repayment Schedule;

“Event of Default” means any of the events or circumstances described in Clauses 9 of the Financing Agreement and clause 3 of this
Letter of Undertaking;

“Outstanding Buy Out Price” means the aggregate Buy Out Price minus the total amounts of Buy Out Price already paid by the
Customer.

2. ACQUISITION OF MUSHARAKAH UNITS

I/we hereby irrevocably agree and undertake that after the expiry of a period of ………………… from the Effective Date to purchase the
Musharaka Units from the Bank from time to time at their applicable Buy Out Prices on the Buy Out Payment Date(s) as set out in the
Letter of Offer hereto.

3. EVENT OF DEFAULT

3.1 There shall be an Event of Default hereunder if there is an Event of Default under any of the clauses and/or of the Financing
Agreement.

3.2 There shall be an Event of Default if I/we fail to pay any amount due hereunder when due or I/we default in the due and punctual
performance of any other provision of this Letter of Undertaking (and if such default is in the opinion of the Bank capable of remedy)
such default shall not have been incorrect in any material respect.

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3.3 The Bank may, without prejudice to any of its rights at any time after the happening of an Event of Default by notice to me/us
terminate the Financing Agreement and this Letter of Undertaking.

4. PURCHASE OF MUSHARAKAH UNITS UPON TERMINATION

4.1 Upon a notice of termination being issued by the Bank under clause 3.3 above, I/we hereby agree and undertake to purchase the
remaining Musharaka Units from the Bank immediately.
4.2 The Outstanding Buy Out Price applicable at the time of the purchase of the remaining Musharaka Units shall be determined by the
Bank.

5. REMEDIES

5.1 Failure on my/our part to immediately purchase the remaining Musharaka Units at the applicable Outstanding Buy Out Price in
accordance with the Letter of Offer and Monthly Payment Schedule shall entitle the Bank at its discretion to proceed to enforce the
security interest in the Musharaka Property or otherwise for recovery of the amounts due to the Bank under this Letter of Undertaking
and the Financing Agreement including accrued and unpaid Monthly Payments, if applicable, plus costs, Taxes and other dues payable
and applicablele to the Property.

5.2 Upon realization of the security interest the Bank may in its sole absolute discretion give to me/us the amounts corresponding to
my/our share in the Musharaka and all dues of the Bank under the Financing Agreement and this Letter of Undertaking are received
by the Bank provided that in the sole opinion of the Bank the Default of the Customer was due to unforeseen reasons such as an act of
God, including permanent physical disability or other genuine reasons.

__________________________________ _____________________________________
GREENSTAR HOMES LIMITED

Name: _________________________

Signature: _________________________

Address: __________________________

Witness

Name: _________________________

Signature: _________________________

Address: __________________________

Diminishing Musharaka Sale and Leaseback – GREENSTAR HOMES LIMITED ………… …………………..
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 SERVICE AGENCY AGREEMENT

THIS SERVICE AGENCY AGREEMENT is made as of the……………………

BETWEEN:

1. FIRST COMMUNITY BANK LIMITED, a company incorporated under the laws of the Republic of Kenya of Post Office
Box Number 26219-00100, Nairobi, Republic of Kenya (hereinafter referred to as the “Bank”, which expression shall, where the
context so requires, include the Bank’s successors in title (whether immediate or derivative) and assigns); and
2. GREENSTAR HOMES LIMITED a company duly incorporated under the laws of the Republic of Kenya of Post Office Box
Number 15858-20100 NAIROBI, Republic of Kenya (hereinafter referred to as the “Agent”, which expression shall, where the
context so requires, include the Agent’s personal representatives and permitted assigns).
WHEREAS:
(A) By a Payment Agreement (the “Payment Agreement”) between the Bank and the Agent dated……………………………… the
Bank has agreed to allow the Customer to use enjoy and exploit the Musharakah Assets upon the terms and conditions contained
therein and in the Master Agreement and the General Terms and Conditions between the Bank and the Customer.
(B) The Bank has agreed to appoint an agent to carry out Major Repair, insure and pay any requisite taxes and perform all other
services with regards to the Musharakah Assets on behalf of the Bank. The Bank wishes to appoint the Agent to fulfill these
obligations in accordance with the terms and conditions set out in this Agreement.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. DEFINITIONS AND INTEPRETATION

1.1 In this Agreement the following terms have the following meanings:
“Expiration Date” means the Musharakah End Date as defined in Clause 1 of the General Terms and Conditions;
“Insurance Policies” means, such insurance policies in respect of the Musharakah Assets maintained by the Agent (if required
by the Bank) with such insurers as may be acceptable to the Bank.
1.2 Unless the context otherwise requires or unless otherwise defined in this Agreement, words and expressions defined in the Payment
Agreement the Master Agreement and the General Terms and Conditions shall have the same meaning and interpretation when
used in this Agreement.

2. APPOINTMENT AND FEE

2.1 The Bank appoints the Agent as its agent and the Agent agrees to act as agent for the Bank to carry out the Services until the
Musharakah End Date.
2.2 In consideration for the Agent acting as agent of the Bank, the Agent shall receive a fee in the amount of Kenya Shillings One
Hundred Only (Kshs. 100.00) payable upon the first written demand (the adequacy of which the Agent acknowledges).
3. AGENT’S OBLIGATIONS

3.1 The Agent undertakes to the Bank that, until the Musharakah End Date, he shall carry out all Major Repair and shall maintain the
Musharakah Assets in accordance with the general standards expected from a prudent company carrying on a business similar to
that of the Agent and in accordance with all applicable laws and regulations in order to safeguard and preserve the Musharakah
Assets, including but not limited to the following:
3.1.1 conduct regular and proper inspections of the Musharakah Assets with a view to identifying items of Major Repair;
3.1.2 pay all repair and operation expenses arising in connection with such Major Repair including where applicable the cost
of replacement of parts or otherwise;
3.1.3 ensure that all Major Repair activities are undertaken only by persons who are competent to maintain the same and that
no person who is prohibited by law from so doing shall carry out work involving the management or operation of, or
attendance in proximity to, the Musharakah Assets; and
3.1.4 Ensure that accurate, complete and current records are kept of all Major Repair activities on the Musharakah Assets,
and shall provide copies of those records to the Bank upon reasonable request.
3.2 During the term of the Musharakah, [as required or permitted by the Bank under the Letter of Offer], the Agent shall maintain
Insurance Policies for the Musharakah assets against loss or damage for full replacement value or as otherwise deemed fit by the
Bank or by law or custom. The Bank shall be named the sole beneficiary of any such Insurance. Insurance Policies shall be
taken with an Islamic Takaful company whenever possible.
3.3 The Agent shall directly arrange for the Insurance Policies and pay the Insurance Policy premiums directly to the insurance
company and will submit the endorsement and/or the original Insurance policy to the Bank.
3.4 The Agent shall at all times refrain from acting in a manner that may invalidate, risk or increase the cost of such Insurance
Policies.
3.5 The Agent shall notify the Bank within two (2) days of the occurrence of any event or accident that may lead to a claim under
any such Insurance Policies, or which may affect the Bank’s entitlement to compensation under such Insurance Policies.
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 3.6 In the event of any damage to the Musharakah Assets, the Agent shall notify the Bank within two (2) days of the occurrence of
such event. In the event that the Insurance Policies are maintained by the Agent, the Agent shall ensure that a claim in respect of
that damage is made promptly in accordance with the terms of the relevant Insurance Policies, and that no settlement of any such
claim shall be agreed by any person without the prior written consent of the Bank. The Bank shall apply such proceeds from the
Insurance Policies to the repair of the Musharakah Assets as it deems fit.
3.7 The Agent shall indemnify the Bank to the fullest extent against any damage to the Musharakah Assets where such damage is not
covered by the Insurance Policies, or for any other losses suffered by the Bank whether such losses are due to the Agent’s failure
to insure or renew the Insurance Policies over the Musharakah Assets, the Agent fails to fully, properly and sufficiently insure the
Musharakah Assets, or the insurer refuses to pay the insurance amount due to any negligence or default on the Agent’s part.

4. EXPENSES

4.1 Provided no Event of Default has occurred and is continuing, and subject to Clauses 4.2, 4.3 and 4.4, the Bank hereby agrees to
pay, upon the Agent’s claim, on each Service Payment Date, the Supplementary Amount in arrears.
4.2 The Agent shall evidence entitlement to receive the Supplementary Amount by providing invoice(s) for the expenditure incurred
by the Agent in performing its obligations under this Agreement and payment receipts for such invoices. Any such invoices and
payment receipts shall be submitted by the Agent at least seven (7) Business Days before the Instalment Payment due date.
4.3 If the Agent reasonably incurs any reimbursable amount after the Musharakah End Date immediately prior to the Musharakah
ending on Expiration but before Expiration, the Agent must claim such amount before Expiration, and if approved by the Bank,
such amount shall be reimbursed.
4.4 Notwithstanding any other provision in any Transaction Document, in case the Agent has entered into the Payment Agreement
with the Bank, the Bank shall be entitled to set off its obligation to pay the Supplementary Amount against the relevant
Instalment Payment due from the Agent under the Payment Agreement.
5. DURATION AND TERMINATION

5.1 This Agreement shall be effective as of the Effective Date and shall expire on the Expiration Date.
5.2 The Bank may elect to terminate this Agreement any time after the occurrence of an Event of Default. Such election to terminate
may be made by the Bank in its sole discretion.
6. INDEMNITY

6.1 The Agent hereby indemnifies the Bank against all liabilities, claims, demands, actions, proceedings, damages, losses, costs and expenses
(being “Losses”) which are made, or brought against, or incurred by the Bank under or in connection with any Transaction Document
(including any losses which are made, or brought against, or incurred by the Bank as a result of a Total Loss of the Musharakah
assets), occurring as a consequence of, or attributable to, a breach by the Agent of any of its obligations under this Agreement
including, but without limitation, any failure by the Agent to carry out any necessary maintenance and/or the Agent acting in a manner
that may invalidate or increase the cost of, the Insurance Policies taken out by the Bank or where applicable, failure by the Agent to
take out and maintain any Insurance Policies, in accordance with its obligations hereunder.
6.2 The provisions of this Clause 6 shall apply from the date of execution of this Agreement and shall survive the expiration or earlier
termination hereof and all documents, agreements and contracts entered into or issued pursuant hereto or otherwise in relation to the
Musharakah Assets.

IN WITNESS WHEREOF this Agreement has been duly executed by the Parties as of the date and year first aforementioned.

The Bank The Agent

________________________________ _________________________________
By authorised signatory By authorised signatory
for and on behalf of for and on behalf of
First Community Bank Limited GREENSTAR HOMES LIMITED
DATE:

Diminishing Musharaka Sale and Leaseback – GREENSTAR HOMES LIMITED ………… …………………..
Our Ref: RB/01/159143/01/SA/JO Customer’s Signature Page 15 of 16
 PURCHASE AGREEMENT

THIS AGREEMENT is made on _______________

BETWEEN:
1. FIRST COMMUNITY BANK a company incorporated under the laws of the Republic of Kenya of Post Office Box Number
26219-00100, Nairobi, Republic of Kenya (herein referred to as the “Bank”, which expression shall, where the context so
requires, include the Bank’s successors in title (whether immediate or derivative) and assigns; and

2.GREENSTAR HOMES LIMITED (herein after referred to as the “customer”, which expression shall, where the context so
requires, include the permitted successors and assigns).
Whereas:
a) The bank has offered to purchase the asset/s or portion of the asset herein defined.
b) The customer has accepted (consider using desirous or willing) to sell the asset to the bank as per the terms of this agreement.

NOW IT IS HEREBY AGREED AS FOLLOWS;

Consideration
The Customer hereby sells the asset to the Bank and the Bank hereby purchases the asset/50% of the asset from the Customer at the Bank’s
Purchase Price of Kes. 1,500,000.00 subject to those conditions and restriction expressed or implied pertaining to the Property, upon the
terms and conditions of this Agreement.

Ownership
The Bank and the Customer hereby agree that such beneficial ownership in and/or rights to the Property shall pass to the Bank upon the
execution of this Agreement.

Item Matters Particulars

1 Particulars of the customer(s) THE DIRECTORS
GREENSTAR HOMES LIMITED
P.O. BOX 38089 – 00623,
NAIROBI – KENYA
2. Particulars of the Asset property Title Number Kiambogo/Miroreni Block2/112
property Title Number Njoro/Ngata Block 7/419
3. Bank’s Purchase price Kes. 1,500,000.00

IN WITNESS WHEREOF this Agreement has been duly executed by the Parties as of the date and year first aforementioned.

THE BANK:
SIGNED by…………………………………..
And……………………………………..

THE CUSTOMER:
SIGNED by…………………………………..
And……………………………………..
SIGNED by………………………………
And……………………………………..

Diminishing Musharaka Sale and Leaseback – GREENSTAR HOMES LIMITED ………… …………………..
Our Ref: RB/01/159143/01/SA/JO Customer’s Signature Page 16 of 16