SALE AGREEMENT

FOR SALE OF OFFPLAN APARTMENTS

BETWEEN

CHAPA KAZI MWEKEZAJI

AND

MAINGI SHUJAA

OVER 10 ACRES OF LAND WITHIN

LR NO. LAND REFERENCE NUMBER 12715/40 SITUATE AT THE SOYKIMAU

AREA OF NAIROBI NEXT TO THE STANDARD GAUGE RAILWAY AND THE OLD
RAILWAY

DRAWN BY:

BLACK ASSOCIATES LLP

KAREN Plaza, 2nd Floor Room 101,
KAREN ROAD
P.O BOX 12345-00100

NAIROBI
 SALE AGREEMENT
THIS AGREEMENT is made on this 7th day of JULY Two Thousand and Twenty Four
BETWEEN:-
(1) CHAPA KAZI MWEKEZAJI a male adult of sound mind of ID Number 27018085 and
of P.O BOX Number 6040 Athi River (hereinafter called “the Vendor” which expression
shall where the context so admits include his representatives, successors and/or their
permitted assigns and attorney). AND

(2) MAINGI SHUJAA of ID number 11242258 and of P.O Box Number 19086-00501
(hereinafter called “the Purchaser” which expression shall where the context so admits
include its trustees, successors and/or its permitted assigns).

AGREEMENT FOR SALE

This agreement is made on the 7TH day of July, 2024 between CHAPA KAZI MWEKEZAJI,
Registration Number: 2015/254907/22, of Post Office Box Number 20223-00100, Upper Hill,
Nairobi, within the Republic of Kenya, hereinafter referred to as “the Vendor/seller”; and
MAINGI SHUJAA, holder of The Republic of Kenya’s National Identity Card Number
23456217, hereinafter referred to as “the Purchaser”. The vendor and the purchaser are also
referred to as ‘parties’ or ‘party’ if referring to either in this agreement.

WHEREAS:

1) The Vendor is the registered proprietor of all that parcel of land known as 12715/40
measuring nought decimal one nine five nought (0.1950) hectares.
2) On the indicated piece of land, the vendor intends to build the " KAZI
APARTMENTS," a building with a mix of residential and business uses. This building
will include a gym, parking, and a swimming pool, among others.
3) The Vendor is selling Unit 1 of the Property and the Purchaser has agreed to purchase the
same from the Vendor for the Price and on the Terms and Conditions set forth in this
Agreement.
4) The buyer is aware that the units are unfinished because they are still being built. He still
plans to purchase one of the apartments, namely apartment/unit 1, together with a special
parking space.
 5) The Vendor intends to convey the reversionary interest in the land and the units to the
corporation within 90 days of its incorporation.

NOW IT IS HEREBY AGREED as follows:

1. DEFINITIONS & INTERPRETATIONS

1.1 DEFINITIONS

In this Agreement, unless the context requires otherwise, the following terms shall have the
following meanings:

a) Statutes applicable means The Sectional Properties Act (No. 21 of 2020), The Land
Registration Act (No. 3) [2012] Laws of Kenya & The Law Society of Kenya (LSK),
‘Conditions of Sale and Agreement’ (2015), Laws of Kenya;
b) Certificate of Practical Completion means the certificate issued by the Architect &
Developer/Seller certifying that the completion of the Unit is up to such a point that
renders it capable of effectively being used for the purposes for which it is intended;
c) Deposit means ten (10%) per centum of the Purchase Price or such other percentage of
the Purchase Price as may be agreed;
d) Encumbrance means a claim against an asset by an entity that is not the
owner/purchaser. Common types of encumbrances against property include liens,
easements, leases, or restrictive covenants;
e) Property means UNIT 200, and exclusive car-parking space in the proposed Project to
be known as Malaika;
f) Purchaser’s Advocate means the firm representing the purchaser, registered as Werevu
Sana and Co Advocates, P.O. Box 302010-00100, Westlands, Nairobi, and email address
wereadvo01@gmail.com;
g) Title means the legal rights to the Property;
h) Vendor’s Advocate means the firm representing the vendor, registered as (INPUT
YOUR FIRM’S ADDRESS)

1.2 INTERPRETATION

1) The Parties attests that English has been selected as this Agreement's primary language.
2) When numbers and words are used to refer to the same thing, words must take precedence
whenever possible.
 3) Unless otherwise stated, the last day will be the next succeeding day that is not a Saturday,
Sunday, or a declared public holiday, any number of days specified in this Agreement shall
be calculated exclusively of the first and inclusively of the last day.

2. PURCHASE PRICE

1) The Vendor shall sell and the Purchaser shall buy the Property at the sum of Twenty
Million Kenyan Shillings Only (Ksh. 20,000,000.00)
2) The Purchase Price shall be paid directly into the account herein mentioned as follows:
a) Immediately following the execution of this Agreement, a deposit in the amount of Two
Million Kenyan Shillings (Ksh. 2,000,000.00) shall be made into the Vendor's
advocate’s account to be held as a shareholder awaiting completion;
b) The balance of the Purchase Price shall be paid in twelve (12) installments of 1 Million
five Hundred Thousand Kenyan Shillings (Ksh. 1,500,000.00) to the Vendor’s
advocate’s account on/or before the lapse of every month until fully paid.

Bank Name: ABSA Bank Kenya Limited Account Number: 4555277520

Account Name: MAINGI SHUJAA No. 1 KAZI APARTMENTS

Branch: JKIA BRANCH ABSA Bank

3. SALE SUBJECT TO THE LSK CONDITIONS OF SALE AND AGREEMENT

In so far as they are consistent with the terms of this agreement and The Law Society of Kenya's
"Conditions of Sale and Agreement" (2015), Laws of Kenya, the sale of these units is governed
by those provisions.

4. ANTICIPATED COMPLETION DATE OF THE PROJECT

The project is expected to be finished on July 26, 2028, at which point the architect or developer
will hand the buyer a Certificate of Practical Completion. If there is a delay, the
estimated/anticipated completion date or timeframe may be mutually extended.

5. OCCUPATION

The Seller will make every effort to have the Subject Matter ready for occupancy by the
Estimated Occupancy Date, which is the 10th day of August 2028. The seller must give the
buyer at least 30 days' written notice of the occupation date after consulting with the architect
and obtaining a Certificate of Occupancy from the County Government of Nairobi.

The Seller shall be permitted to advance the Occupation Date if the Seller is able to provide the
Subject Matter to the Purchaser before the Estimated Occupation Date, prior to a 30 days' written
notice of the earlier Occupation Date By the seller to purchaser.

6. COMPLETION PROCESS

The 17th day of September 2028 will mark the completion of this agreement. After having had a
chance to examine and inspect the property, the purchaser will buy it in "vacant ownership"
without asking the vendor to make any improvements. Additionally, the Seller must give the
Buyer or the Buyer's Advocate any appropriate papers and keys. The complete payment of the
agreed-upon purchase price shall have been made by the buyer. The parties acknowledge that
they will take all steps required to ensure that this agreement is completed smoothly and on time.

At the Purchaser's Advocate's office, the completion will happen. The following completion
documentation will be obtained by the vendor at his own expense and given to the purchaser's
advocate on the completion date:

(a) Original Title Deed for the property;

(b) Transfer in triplicate duly executed and attested in favor of the Purchaser or as the Purchaser
shall have directed in writing: (i) Copies of the Certificate of Registration of Intelligentsia Ltd;
(ii) Three (3) color passport-size photographs of the Vendor (director); (iii) Certified copies of
the Vendor’s National Identity Card; (iv) Certified copies of the Vendor’s iTax PIN Certificates;
(v) Copies of the Certificate of Registration of the Management Corporation; (vi) Copies of the
Management Corporation Agreement; (vii) Copies the by-laws or proposed by-laws; (viii) The
Certificate of Practical Completion; (ix) Copies of the relevant Clearance Certificates and
Payment Receipts; (x) Copies of the Property Certificate of Occupation; and (xi) All other
documentation required to be delivered on the Completion Date, including any discharge or
withdrawal of an encumbrance which is required to be withdrawn or discharged on the
Completion Date.

7. ENCUMBRANCES

The property having been duly charged, by ABSA BANK KENYA LTD acting in the due
capacity as the charge, whilst Chapa Kazi Mwekezaji acting as the chargor.

8. FORCE MAJEURE
With the exception of any obligations to make previously owed payments to the other Party
hereunder, no party shall be deemed to have defaulted for any failure or delay in performing any
provision of this Agreement when such failure or delay is brought about by events beyond the
Affected Party's reasonable control. For this Agreement, the following situations qualify as Force
Majeure: Floods, volcano eruptions, and earthquakes are examples of natural disasters; riots are
an example of civil unrest; a national state of emergency, a medical epidemic such as the Covid-
19 pandemic; or economic unrest and a terrorist act.

The Affected Party must notify the other party if it is unable to fulfill its commitments. The
Affected Party must also give specifics about the incident and proof of their incapacity to fulfill
the relevant contractual obligation.

9. DEFAULT OF AGREEMENT

Upon the other party's violation or default in fulfilling its contractual obligations, either party,
who is prepared, able, and willing to finish the transaction, has the right to legal remedies.

The Vendor shall be entitled to the following remedies in the event of a violation of this
Agreement by the Purchaser prior to registration of the Property in his name and after being
given twenty-one (21) days completion notice: i) The Vendor is then free to offer the Property
for sale to another buyer. ii) Rescind the Agreement; (iii) Extend the completion period; or (iv)
Sue for specific performance. v) The Purchaser forfeits the equivalent of 10% of the purchase
price; the balance is refunded to the Purchaser within seven (7) days of the date of rescission.

b. After receiving twenty-one (21) days' notice of completion in the event that the Vendor
breaches this Agreement, the Purchaser shall be entitled to the following remedies: i) Cancel the
Agreement, in which case the Vendor must refund the Purchaser all payments made toward the
purchase price within seven (7) days of the date of cancellation and pay the Purchaser an amount
equal to 10% of the purchase price as agreed-upon liquidated damages for any breaches or
defaults on the Vendor's part; (ii) Extend the completion period; or (iii) File a lawsuit for specific
performance.

10. NOTICE

Any notice needed to be sent under this Agreement shall be in writing and shall be addressed to
the party hereto at its designated postal or email address and shall be deemed given when
delivered. The notice of termination of the Agreement in writing, shall set forth the specific
breach or default and shall give the party giving notice at least fourteen (14) days to cure such
breach or default before the termination of the Agreement. If the failing party does not remedy
the situation within seven (7) days of receiving such notice or within any longer period than that
specified by notice, this Agreement shall be rescinded at the end of the applicable period without
the need for the issuance of a rescission notice.
11. WARRANTY

The Vendor affirms to the Purchaser that:

1) The Vendor holds a clear and valid Title Deed of the Property which cannot, to the
Vendor’s knowledge, be challenged or annulled by the Government of the Republic of
Kenya, or any other Kenyan Law;
2) The Property is not under any threat from the Kenyan government, any county
government, or any other party, and it is not located on a buffer zone, road reserve,
riparian land, or public land;
3) Following the completion of the transaction, the Vendor shall have no claim to the
Property and shall not make any attempt to assert any claim that would be in conflict with
the title and interest that the Purchaser has acquired in accordance with this Agreement;
The Vendor shall cooperate in ensuring that the Property is transferred and a Title Deed
is issued in favor of the Purchaser;
4) Any occurrence that may occur following the execution of this Agreement but prior to
completion, which is in conflict with any of the warranties, or which is materially known
by a Purchaser, shall be promptly disclosed in writing by the Vendor to the Purchaser;
and
5) The Vendor is required to fully compensate the Purchaser for any losses incurred as a
result of a warranty breach.

12. INTENTION TO BE BOUND

Each of the parties hereby agree and confirm for the purposes of the Law of Contract Act
(Chapter 23, Laws of Kenya), that they have executed this Agreement for Sale with the intention
to bind themselves to the contents hereof.

13. ENTIRE AGREEMENT

This sale agreement contains the whole mutual understanding between the Parties, and
supersedes all previous agreements (if any), whether oral or written.

14. MISCELLANEOUS

14.1 The rights and remedies stipulated in this Agreement are cumulative and do not preclude
those stipulated by law.

14.2 The remainder of the Agreement shall not be impacted and shall be valid to the fullest
extent permitted by law, the parties shall negotiate in good faith to alter any clause that is found
to be illegal or unenforceable in order to restore its validity and enforceability.

15. JURISDICTION
The parties hereto submit to the jurisdiction of the Kenyan courts, and this Agreement shall be
construed in accordance with Kenyan law.

16. EXECUTION AND ATTESTATION

IN WITNESS WHEREOF the Vendor and the Purchaser have caused their respective signatures
to be hereunto affixed the day and year first herein before written.
SIGNED BY THE VENDOR
CHAPA KAZI MWEKEZAJI }
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In the Presence of }
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Advocate }
SIGNED BY THE PURCHASER }
MAINGI SHUJAA }
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__________________________________
In the Presence of }
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Advocate }
DRAWN BY:

BLACK ASSOCIATES LLP

KAREN Plaza, 2nd Floor Room 101,

KAREN ROAD P.O BOX 12345-00100 NAIROBI