DATED 2024

LIZARD ENTREPRISE LIMITED

as “Vendor”

-AND –

HASHI AND GIIR COMPANY LIMITED

as “Purchaser”
_________________________________________________________

AGREEMENT

In respect of the sale and purchase of Apartment No:1B, being 4 Bedrooms erected
on Land Reference Number now NAIROBI /BLOCK 50/553 and NAIROBI/ BLOCK
50/552 but subject to change of user situated at Eastleigh, Nairobi County
_________________________________________________________

DRAWN BY
Mohamed Gitau Jillo LLP
Middle East Bank Towers
Milimani Road, Nairobi.
P.O. Box 54371-00200
NAIROBI
REPUBLIC OF KENYA
SALE AGREEMENT

THIS AGREEMENT FOR SALE is made day of Two Thousand and Twenty-Four

BETWEEN

1. LIZARD ENTREPRISE LIMITED a limited liability company having its

registered office at Nairobi in the Republic of Kenya and of Post Office Box
Number 10442-00101 (hereinafter referred to as “the Vendor” which expression
shall where the context so admits include its successors in title and assigns) of
the one part and

2. HASHI AND GIIR COMPANY LIMITED of CERIFICATE OF

INCORPORATION number PVT-GYUQQA2B
(hereinafter referred to as “the Purchaser” which expression shall where the
context so admits include his personal representatives and assigns) of the other
part.

WHEREAS:
A. The Vendor is the registered proprietor of;
I. ALL THAT piece of land contained in fee simple known as Land Reference
Number NAIROBI/BLOCK 50/553 situate in Nairobi County containing
by measurement Nought decimal one seven three one (0.1731) of an acre
which said parcel of land with its dimension’s abuttals and boundaries
thereof delineated on the Land Survey Plan number 64051 deposited in the
survey records office at Nairobi aforesaid together with all buildings and
improvements erected and being thereon: and

II. ALL THAT piece of Land contained in fee simple known as Land
Reference Number NAIROBI/BLOCK 50/552 situate in Nairobi County
containing by measurement Nought decimal one seven four two (0.1742) of
an acre which said parcel of land with its dimensions abuttals and
boundaries thereof delineated on the Land Survey Plan number 64050
deposited in the survey records office at Nairobi aforesaid together with all
buildings and improvements erected and being thereon

B. The Vendor shall undertake amalgamation and change of user on the

properties with the intent that upon completion of the amalgamation and
change of user process a new certificate of title shall be issued in relation to
the properties.

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C. The vendor is in the process of erecting a development project on the property
consisting of a total of One Hundred and Fourty Five (145) apartments
comprising of 32- 4 bedroom measuring 160 sqm, 45- 3 bedroom units
measuring 129 sqm and , 36 -2 bedroom units measuring 106 sqm and 32-1
bedroom measuring 64 sqm with, units with, two High speed elevators, ,
Borehole, Generators, CCTV cameras, , internet Cable, Two basement parking,
pathways, driveways and other usual amenities on the land .The vendor has
agreed to sell to the purchaser the Apartment (hereinafter referred to as the
“property”) more particularly described in the first schedule.

D. The Vendor shall cause to be incorporating a Corporate (hereinafter referred to

as the “Manager”) for the purposes of managing and maintaining the
Development and upon the Vendor having granted sectional in respect of the
said Apartment in the Development and upon registration of all the sectional
title in respect of the Development. Each Lessee shall have one (1) share in the
Corporation and shall have equal voting rights.

E. The Purchasers shall jointly with other Lessees of the other Apartments in the
development become a member of the Corporation and One (1) share shall be
allotted in their name at a nominal value of Kenya Shillings One Thousand
(Kshs. 1,000/-) each, which amount the Purchaser shall pay to the Vendor’s
advocate on or before the completion date prescribed herein. The share allotted
shall be proportionate to the space purchased. This amount will be utilized
towards Incorporation of the Corporation, allotment of shares, statutory fees,
issuance of Share Certificate and secretarial services.

F. The Vendor has agreed with the Purchasers to sell to the Purchasers the
Apartment listed in the First Schedule and one (1) ordinary share in the
Corporation.

DEFINITIONS AND INTERPRETATIONS

1. In this Agreement, unless the context otherwise requires, the following
expressions shall have the following meanings:

1.1 “Apartment” means all that Apartment Number 1B and more particularly
described in the schedule one of this Agreement.

1.2 “Business Day” means a day (other than Saturday, Sunday or a

Government recognized public holiday or national day) on which
banking and financial institutions are generally open for the conduct of
banking business in Kenya;

1.3 “Competent Authority” means the Government of the Republic of Kenya,

County Council of Nairobi or other authorities, county government,

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government agencies, state corporations, state organs, state agencies and
other bodies having statutory or regulatory competence to decide on
matters relating to land and/or promulgate rules and regulations having
the force of law touching and concerning the Land and the Property and
the transactions and matters contemplated and referred to in this
Agreement;
1.4 “Completion Date” shall be as per clause 3 below.

1.5 “Deposit” means as per the First Schedule.

1.6 “Development” means the Vendor’s residential apartment development

known as WAFI TOWERS together with related amenities and to be
constructed and maintained on the land;

1.7 “Land Laws” means together the Land Act (Act No.6 of 2012) and the
Land Registration Act (Act No.3 of 2012);

1.8 “Purchase Price” means the sum of Eleven Million Kenya Shilling
(kes 11,000,000)

2. In this Agreement, unless the context otherwise requires, reference to:

2.1 words importing the singular number only shall include the plural number
also and vice versa and words importing the masculine gender includes
the feminine and neuter gender and vice versa;

2.2 the expression “person” shall include any legal or natural person,
partnership, trust, company, joint venture, agency, government or local
authority department or other body (whether corporate or
unincorporated);

2.3 sub-clauses, clauses, Sections and the Schedules shall be construed as

references to sub-clauses, clauses and sections of and the schedules to this
Agreement;

2.4 any statute or any provision of any statute shall be deemed to refer to any
statutory modification or re-enactment thereof and to any statutory
instrument, order or regulation made thereunder or under any such re-
enactment;

2.5 the term “parties” means parties to this Agreement and “party” shall be
construed accordingly; and

2.6 the expression “month” means a calendar month.

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NOW THIS AGREEMENT WITNESSES that: -

1. Sale by Sectional Title

The sale of the Apartment to the Purchaser shall be by way of grant of a sub-
lease (hereinafter referred to as “the Sectional Title”) SUBJECT to payment by
the Purchaser (or subsequent owner of the Apartment) of the Service Charge
(herein below defined) (herein below defined) AND PROVIDED that they have
completed and complied with all its obligations (including payment of the
Purchase Price (as stated below), Interest (as hereinafter defined) and all costs
and taxes as by this Agreement required, without any set-off or deduction
whatsoever).

2. The Purchase Price

a) The Purchase Price agreed between the parties hereto for the Apartment is
stated in the First Schedule hereto and has been agreed based on the
Purchaser’s representation to the Vendor during the negotiations of the sale
herein AND is based strictly on the Mode of Payment as also stated in the
First Schedule hereto and which shall be paid directly to the Vendor in
cleared funds.

b) The Deposit and the Balance of the Purchase Price (as stated in the First
Schedule hereto) shall be paid directly to the Vendor in cleared funds.

3. Completion Date
(a) The Completion Date for the completion of construction of the
Development shall be the date falling thirty (30) days from the date of
issuance of the Architect’s Certificate of Practical Completion for the
Development and/or receipt of the Occupation Certificate or within
twenty-four (24) months from construction commencement date,
whichever is earlier.

(b) The Parties may agree to vary the Completion Date by mutual written
consent.

(c) Completion shall take place at the offices of the Vendor’s Advocates
(hereinafter defined).

4. Law Society Conditions of Sale

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 or specifically hereby excluded.

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5. Advocates
The Advocates for the Vendor & Purchaser are Ahmed Mohamed Advocates and
Associates, Eco-bank towers 7th Floor, Standard Street, P.O Box 10741-00100
Nairobi. Email: info@[Link]

6. Vacant Possession
The Apartment is sold with Vacant Possession given to the Purchaser following
the Completion Date upon execution of the Transfer and payment (without any
set-off or deduction whatsoever) of the full Purchase Price and all outgoings
including Interest (as defined herein) together with all legal charges and all
other costs, expenses, stamp duty and disbursements and other incidental costs
as set out as in this Agreement.

7. Encumbrances
The Apartment is sold subject to: -

a) The covenants, terms, conditions, stipulations, restrictions and rights as

provided and reserved in the by-laws;

b) The Special Conditions and other matters contained in and implied by the
title to the Land; (c)All subsisting easements, quasi-easements and rights
of way (if any) that may affect the Land;

c) Any provisional liability or assessment for road or sewerage charges for

the Land; and

d) Any amendment or revision of the laws affecting registration of

land/property in Kenya;

BUT otherwise, free from encumbrances, tenancies or charges.

SPECIAL CONDITIONS
A. VENDOR’S WORKS
a) The Vendor is by its appointed contractor (s), building the Development
in accordance with the Architect’s Building Plans

b) The Vendor shall have the right: -

i. to substitute materials and/or items as nearly as may be of the same
quality and appearance in lieu of those contained or referred to in the
Architect’s Building Plans if it is deemed expedient by the Vendor’s

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appointed Architect (in the said Architect’s professional capacity) to
ensure that the construction of the Development is not unduly delayed
or where the materials and/or items are not readily available or cannot
be obtained without an extra burden (logistical, financial or otherwise)
to the Vendor and to vary the works relating to the construction of the
Development in such manner as may be necessary as a result of the use
of such substituted materials and or items; and

ii. To make such revisions, variations or modifications to the Architect’s

Building Plans as the Vendor may require and which either: -

a) the Vendor (acting reasonably) believes will improve the quality

of accommodation or general appearance of the Development or

b) are required for the purpose of obtaining any necessary

licences or permissions or complying with any Restrictions or
any proper demand made by or requirement of any local or
other competent authority, PROVIDED ALWAYS THAT the
vendor shall have the final discretion in determining the
revisions, variations or modifications that are to be made

c) Subject to the provisions of this Agreement, the Vendor shall use all
reasonable endeavours to procure that the Completion Date will not be
later than the date indicated in Condition 3 above.

d) The Vendor will use all reasonable endeavours to comply with such
requirements as should permit the Local County
Council/Authority/County Government to issue an Occupation
Certificate following the carrying out of the works relating to the
Development.

e) The Vendor will (as between the Vendor and the Purchaser ) ensure that
there are remedied and put right within a reasonable time any material
defects in the Development (other than those relating to works undertaken
by the Purchaser in fitting out the Apartment and other than those defects
which shall arise from normal shrinkage and drying out of plaster and/or
timber or which shall comprise deterioration of decoration occasioned by
ordinary wear and tear) which shall appear within a period of six (6) months
from (and including) the Date of issue of certificate of practical completion
and of which notification in writing shall have been given by the Purchaser
to the Vendor within that period of six (6) months and which shall be defects
of such nature as the Vendor is entitled to require its appointed building
contractor(s) under the Vendor’s building contract for the Development to
remedy or put right PROVIDED THAT the Vendor shall only be bound to
remedy those material defects notified to it in writing by the Purchaser no
later than six (6) months from (and including)

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the date of issue of certificate of practical completion.

f) The Vendor shall ensure that the remedied and/or repairs made upon
notification by the Purchaser in writing within the period of six (6)
months are of reasonable quality and standard.

g) Notwithstanding the grant of the Sectional Title the Vendor shall have the
right together with servants, agents, workmen and independent
contractors and their plant, machinery and materials to enter the
Apartment/Development upon at least forty-eight (48) hours prior notice
(save in cases of emergency when no notice shall be required to be given)
for the purpose of carrying out such works as are referred to in Special
Condition A (e) above.

h) The Purchaser shall after the date that the construction of the Development
has begun, be permitted to visit the Land at a time and in a manner notified
by the Vendor to the subject to the Vendor having first obtained the approval
of its appointed contractor undertaking the construction of the
Development and it is acknowledged and agreed that the Purchaser’s rights
of ingress and egress to the Land shall after the grant of the Sectional Title be
governed by the terms and conditions of the management rules.

i) The Purchaser acknowledges and agrees that any visits made on the Land by
the Purchaser or the Purchaser’s servants, agents or representatives shall be
entirely at the risk of the Purchaser, the Purchaser’s servant, agent or
representatives (as the case may be) and the Vendor shall have no liability to
any such person for any loss, damage, injury or fatality suffered or incurred
by any such person and the Purchaser further acknowledges and accepts in
its behalf and on behalf of its servants, agents and representatives that the
Vendor has no operational control of the Land for as long as the
Vendor’s contractor is in possession of the Land.

j) The Vendor’s obligations and duties in respect of the carrying out the
works and completion of the Development (and any additional works
that may be required to be completed pursuant to Special Condition I,
below) shall be limited to the contractual obligations and duties contained
in this Agreement.

k) Any error, omission, mis-description, misstatement or innocent

misrepresentation whether contained in any of the plans referred to herein or
any other information given by the Vendor to the Purchaser shall not
invalidate this Agreement or annul the sale nor affect the obligations of the
parties under this Agreement nor shall the Purchaser have the right to
demand any compensation or damage as a result thereof.

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l) In the event that completion is delayed for any reason outside the
Vendor’s reasonable control beyond the Completion Date (whether or not
due to any event listed in Special Condition Q hereof), this Agreement
shall continue in force until actual completion can take place and the
Vendor shall not be liable for any loss or damage suffered to the
Purchaser as a result of such delay and the Vendor shall be under no
obligation or liability whatsoever for any consequential or economic loss
or damage (exemplary or otherwise) suffered by the Purchaser or any
third party by reason of any failure by or on behalf of the Vendor to
observe and perform the Vendor’s obligations under this Agreement.

B. COMPLETION
a) The Vendor/Vendor’s Advocates will notify the Purchaser of the issuance
of the Architect’s Certificate of Practical Completion for the Development
and, accordingly, of the Completion Date AND at least seven (7) clear
working days before the Completion Date the Purchaser shall pay to the
Vendor directly and in cleared funds the balance of the Purchase Price
together with the apportioned outgoings and any Interest.

b) Subject to the foregoing and provided that the Purchaser have not breached
any of the terms of this Agreement, the following Completion Documents
shall be forwarded to the Purchaser (or the Purchaser’s Advocates (as the
case may be) upon successful registration of the unit herein:-

i. The Original Sectional Title for the Premises in favour of the

Purchaser or her nominee;

ii. Registered Transfer from the Vendor to the Purchaser over the
Premises;

iii. The Original Stamp Duty receipt for Stamp Duty paid on the
Transfer for the Apartment;

iv. A copy of the Application Form used for registration of the Transfer;

v. A Certified copy of the Architect’s Certificate of Completion for the

Development;

vi. A duly Certified copy of the Certificate of Occupation for the

Development

vii. A Certified copy of the Land Rent Clearance Certificate for the Land
for the current year (if applicable);

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viii. A Certified copy of the Local Council Rates receipt for the Land for
the current year;

ix. One Share Certificate in the management company;

x. Certified copies of the Management Company’s Certificate of

Incorporation and the by-laws and

xi. Approvals for development from the relevant authorities.

C. FORFEITURE IN DEFAULT
Notwithstanding that time shall be of the essence in respect of the Purchaser’s
obligation to make payments pursuant to the terms of this Agreement, it is
agreed that if the Purchaser fails to make payment of any of the amounts due
pursuant to this Agreement on the due dates then: -

a) The Vendor shall serve a notice in writing to the Purchaser to make such
outstanding payment(s) in full within twenty-one (21) days from the date
of the notice AND if the Purchaser shall fail to make such outstanding
payment(s) before the expiry of the said notice then the Vendor shall be
entitled at its sole discretion either to extend such period for payment or
to rescind this Agreement immediately;

b) In the event the Vendor shall rescind this Agreement as aforesaid or the
Purchaser is not able to complete this sale transaction for any reason, then
Ten percent (10%) of the Purchase Price paid to the Vendor shall be
forfeited by the Purchaser to the Vendor as agreed liquidated damages
and this Agreement shall then absolutely determine and the Purchaser
hereby waive all rights and remedies (if any) that may have otherwise
been available to the Purchaser. The other payments (if any) paid by the
Purchaser to the Vendor (less a further amount for the fees of the Vendor’s
Advocate which shall be payable by the Purchaser for such failed
transaction) shall be returned to the Purchaser without any interest
thereon once the Apartments re-sold and that such re-sale is successfully
completed.

c) In the event that the Vendor is unable to complete and the Purchaser is
ready to complete the parties shall extend the completion period to be
mutually agreed but if the vendor is unable to complete the Vendor shall
refund the Purchaser the amount paid to the Vendor without any
deductions.

D. GRANT OF SECTIONAL TITLE

a) The Vendor intends that the transfer of the Apartment by the Vendor to the

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Purchaser shall be by the grant of the Sectional title of the Apartment to
the Purchaser in consideration of the payment of the full Purchase Price
and all the payments as contemplated in this Agreement contemplated
upon the terms covenants conditions and reservations as are contained in
the Sectional title which shall be in the form of the Vendor’s standard
draft sectional title for the Apartments and to which no material
amendments will be considered or accepted.

b) The Purchaser expressly agrees, accepts and understands that the

Purchaser shall not be entitled to the grant of the Sectional title for the
Apartment until the Purchaser have also made advance payment as per
Second Schedule hereunder as demanded by Vendor’s Advocates in
default by the Purchaser shall entitle the Vendor to rescind the
Agreement in accordance with Special Condition C (a).

c) Registration of the Sectional title

i. The registration of the Sectional title shall be undertaken by the
Vendor’s Advocates but at the Purchaser’s cost and such registration
will only take place after the Purchaser has made all the required
payments herein contemplated in full (without any set-off or
deduction whatsoever).

ii. The Purchaser shall execute the Sectional title for the Apartment and
the requisite share transfer (if so required) and shall pay the
registration fees for the sectional title (and, if so required, the stamp
duty and costs on the said share transfer) to the Vendor’s Advocates
within seven (7) days of the Vendor’s Advocates requiring the same
and the Vendor’s Advocates shall thereafter arrange for the
stamping and registration of the same at the Lands Office in
accordance with the provisions herein.

iii. The Vendor’s Advocates costs and expenses for stamping (with the
required Stamp Duty) the Transfer shall be borne by the Purchaser.
The Purchaser shall (through the Vendor’s Advocates) be
responsible for completing a Valuation of the Apartment by the
Government Chief Valuer for Stamp Duty purposes.

iv. The Purchaser shall pay the Vendor’s Advocates standard handling
charges for the Valuation.

v. The Stamp Duty on the Transfer may be paid by the Purchaser

directly to the Commissioner of Domestic Taxes PROVIDED THAT
the Purchaser shall avail the original payment slips to the Vendor’s
Advocate when demanded for purposes of registration.

vi. The Purchaser hereby accepts that any interest, penalties, costs,

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damages, losses and consequences whatsoever that may arise or be
incurred due to any delays in registration of the Transfer as a direct
or an in-direct result of the Purchaser’s failure (willful or otherwise)
to make any of the payments due from the Purchaser immediately as
and when demanded under the terms of this Agreement and
specifically pursuant to this Special Condition shall be the
Purchaser’s responsibility and for the Purchaser’ account AND the
Purchaser hereby further accepts and understands that the process
of registration at the Ministry of Lands is not within the control of
the Vendor or the Vendor’s Advocates who shall not be responsible
for any delays in registration and the consequences thereof.

E. POSSESSION OF THE APARTMENT

The Purchaser further hereby expressly confirms that the Purchaser shall not,
under any circumstances, require possession or be entitled to possession of the
Apartment nor to receipt of the rents and profits of the Apartment until the
Purchase Price together with Interest (if any) and all costs and expenses
(including the Legal Fees) including the Management Company’s service
charge paid up-to-date as provided herein shall have been paid in full without
any set-off or deduction whatsoever.

F. FINANCE
This Agreement is not in any way conditional on the Purchaser obtaining
finance.

G. INSPECTION STATE AND CONDITION OF THE PROPERTY

The Purchaser expressly agrees, accept and understand that: -

a) Construction and Plans

i. That the Development is being built and constructed in conformity
with the Vendor’s Architect’s Plans and the Purchaser hereby
confirms that the Purchaser have inspected, appreciated and
understood the said plans and shall upon the execution of this
Agreement the Purchaser shall be deemed to have full notice and
knowledge of the said plans and of the dimensions and
specifications of the Development.

ii. The location of the entrances and drives of the Development and of
its tree’s hedges and gardens (if any) shall be at the sole discretion of
the Vendor.

iii. Notwithstanding the provisions for Arbitration contained in this

Agreement, any dispute arising in connection with the matter referred

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to in this clause shall be submitted for arbitration to the Vendor’s
Architect whose decision shall be final and binding.

b) Repairs
The Purchaser, having been given the opportunity of examining the said
Vendor’s Architect’s Plans for the Development, shall be deemed to have
full and complete knowledge of: -
i. the situation and location of the Apartment in the Development;
ii. the extent of the dimensions, conditions, state and specifications of
the Development (and of the Apartment generally); and
iii. the workmanship, fixtures and the finishing of the Development
(and of the Apartment generally) and will not require the Vendor to
repair reinstate renew or improve the Development (or the
Apartment) or any part thereof in any manner whatsoever.

c) Rules and Regulations

The Purchaser undertake to and shall execute and adhere to the rules and
regulations terms and conditions that govern all the Purchaser and/or their
respective tenants in the use of their Apartments to facilitate the proper
management of the entire Development. The said rules and regulations shall
be formulated by the management company and by each Lessee.

d) Representations
The Purchaser hereby confirm that no representations (oral or otherwise) have
been made to the Purchaser or to the Purchaser’s agent(s) prior to the date
hereof concerning the subject matter of this Agreement which have influenced
or prevailed the Purchaser to enter into this Agreement or upon reliance of
which the Purchaser have entered into this Agreement and the Purchaser
further hereby confirms that this Agreement constitutes the entire agreement
between the parties and any representations, warranties or statements, whether
written, oral or implied and whether made before or after this Agreement are
expressly excluded.

H. THE CORPORATION
The Purchaser hereby accepts that the Development (including the Apartment)
shall be managed in accordance with the rules and regulations promulgated
from time to time by the Managers AND the Purchaser hereby undertake and
covenant that in the event the Purchaser shall hereafter sell the Apartment that
such sale shall always be subject to the Purchaser also transferring the
Purchaser’s one (1) ordinary share in the Corporation to the new Purchaser or
other transferee of the Apartments.

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1. Formation
i. The Vendor shall incorporate a corporation for the management and
regulation of the Development (including the Apartment) and the
Purchaser shall be entitled to the allotment of one (1) ordinary share
in the Corporation within Thirty (30) days of all the Sectional title of
the Apartments in the Development having been completed and
successfully registered or within one (1) year of registration of the
Transfer in the Purchaser’ favour , whichever is earlier AND upon
payment by the Purchaser of the par value of the said share AND
FURTHER provided that the Purchase Price and Interest (if any),
Stamp Duty, Service Charge, Costs/Fees and all other payments and
costs as anticipated by this Agreement have been paid in full by the
Purchaser in accordance with the terms of this Agreement, without
any set-off or deduction whatsoever.

ii. The Corporation shall have an authorized Share Capital equivalent

to Kenya Shillings One Thousand Only (Kshs 1,000/= /=) per share
for each of the Apartments in the Development.

2. Service Charge
a. The Service Charge in respect of the Development shall become due
and payable by the Purchaser at the expiry of the third (3) months
after issuance of certificate of occupation irrespective of whether or
not vacant possession of the Apartment has been given to the
Purchaser. The Purchaser shall pay three (3) months service charge
(to be utilized from the date of possession) in full towards the
Service Charge at the time as demanded by the Vendors Advocate.

b. The Purchaser also hereby expressly agrees to maintain throughout

the Term of the Sectional title with the Management Company an
additional Service Charge of such amount that may be prescribed by
the Corporation from time to time which shall be paid to the
Corporation upon the execution of this Agreement. If the said
amount is paid through the Vendor, the Vendor shall account for the
said payment to the Corporation.

c. For avoidance of doubt the vendor shall not pay any service charge
for unsold units.

3. Insurance
The Development (including the main structure of the Apartments and
common areas) shall be insured by the Management Company.

I. ADDITIONS, MODIFICATIONS, ALTERATIONS and/or ACCESSORIES

On or before the Completion Date and, in any event, prior to taking possession

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the Purchaser shall reimburse the Vendor (without any set-off or deduction
whatsoever) with such sum (including any taxes that may be due thereon) as may
be assessed as being the Purchaser’s share of the cost of adding, installing and/or
providing any additions, modifications, alterations, accessories and/or
conveniences that may be added, installed, provided and connected to the
Apartment at the Purchaser’s request, that are not provided for in the original
design and layout of the Apartment as per the Architect’s Building Plans
PROVIDED that the Vendor shall be under no obligation whatsoever to provide
any such additions, modifications, alterations, accessories and/or conveniences
AND the Purchaser hereby expressly waives any claims or rights that may accrue
to the Purchaser or otherwise as a result of any delays caused or suffered to
Completion due the Vendor making any such additions, modifications, alterations,
accessories and/or conveniences to the Apartment as aforesaid.

J. UTILITIES
Where there is a provision for separate supply of water and/or power to the
Development, the Purchaser shall in due course be required to pay such sum
and will be advised as being the cost and deposit of installing and connecting
the (sub) Water Meter and the (sub) Electricity Meter to the Apartment.

K. APPORTIONMENTS
All outgoings including proportionate Land Rent and City Council Rates of
the Land shall be apportioned as at the Completion Date at the Discretion of
the Vendor.

L. RISK
Risk for the Apartment shall pass to the Purchaser upon taking vacant
possession of the Apartment PROVIDED that if the Purchaser is granted
access (albeit limited access) prior to the Completion Date for any reason
whatsoever, including being allowed to commence with fitting out of the
Apartment, then Risk shall pass to the Purchaser on that earlier date that
limited access/possession is granted.

M. NOTICES
a) Any notice, demand or other official documentation to be given or made
by one party to the other pursuant to this Agreement shall be in writing
and shall be delivered to the address provided in the description of the
Parties in the header to the Recitals of this Agreement and in the First
Schedule hereto or to such other address as either party may specify by
giving not less than ten (10) days clear prior written notice to the other

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party.

b) Save as otherwise expressly provided herein, any notice, demand or

official documentation to be given or made by one party to this
Agreement to the other shall be deemed delivered or made:

i) when delivered during normal working hours on a working

weekday at the principal office of the receiving party; or

a) Seven (7) working weekdays after posting by Registered Post

PROVIDED THAT proof is given that the notice, demand or
documentation was properly addressed adequately stamped
and put into the post by registered post.

N. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement of the parties with regard to
its subject matter and the terms of this Agreement supersede and replace any
verbal or written agreement between the parties as to the conditions of Sale of
the Apartment.

O. GOVERNING LAW
The validity construction and performance of this Agreement shall be
governed by the Laws of the Republic of Kenya.

P. ARBITRATION
Unless otherwise provided in this Agreement, any dispute, difference or
question whatsoever which may arise between the parties including the
interpretation of rights and liabilities of either party shall be referred to an
arbitrator under the rules of the Arbitration Act 1995 of Kenya or any
statutory modification or re-enactment for the time being in force, such
arbitrator to be appointed by agreement of both parties and in the absence of
agreement within fourteen (14) days of the notification of the dispute by
either party to the other then on the application of any one party by the
Chairman of the Chartered Institute of Arbitrators (Kenya Branch) and the
decision of such arbitrator shall be final and binding on the parties hereto.

Q. FORCE MAJEURE
Notwithstanding anything contained or implied by this Agreement for Sale, in
the event of the performance of the obligations or duties of the Vendor being
rendered wholly or partially impossible for any reason beyond its control
including but not limited to war, invasion, act of foreign enemy, hostilities
(whether war be declared or not), civil war or strife, rebellion, strikes, lockouts,

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trade disputes or other industrial disputes, acts or defaults of its suppliers,
acts of God, force majeure, act of government or defaults of third parties, or
other unforeseen circumstances then such nonperformance shall not be
deemed to constitute a breach of those duties or obligations.

R. TIME OF THE ESSENCE

Time shall be of the essence in respect of all payments due from the Purchaser
pursuant to the terms of this Agreement.

S. SUCCESSORS
a) This Agreement shall be binding upon and ensure for the benefit of the
successors in title of the parties hereto.

b) The benefit of this Agreement is personal to the Purchaser and the

Purchaser shall not assign, charge, underlet, share, part with or dispose of
or deal with its interest under this Agreement or any part thereof or any
share therein without the prior written consent of the Vendor and on such
terms and conditions as the Vendor may in its absolute discretion require.

T. WAIVER
No waiver by the Vendor of any breach of any provision of this Agreement by
the Purchaser shall be considered as a waiver of any subsequent breach of the
same or any other provision.

U. TAXES
If any tax or taxes shall be chargeable in respect of any money payable under
this Agreement, the Purchaser shall pay these in addition to the amounts
otherwise payable the amount of the tax so chargeable

V. AGREEMENT TO REMAIN IN FORCE

Notwithstanding the Sectional title of the Apartment, this Agreement shall
remain in force with regard to anything remaining to be done or performed or
observed hereunder and not provided for in the Transfer.

W. COSTS, DUTIES AND FEES

The Purchaser shall bear the cost of the Vendors Advocates fees and shall pay
on demand the Costs/Legal Fees including all Stamp Duty, Valuation Fees,
VAT, Registration Fees, Service Charges, Disbursements of and incidental to
the preparation, execution and performance of this Agreement, registration of
the Transfer and the proportionate costs of the incorporation of the
Management Company.

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=====================Deliberately left blank========================

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FIRST SCHEDULE

APARTMENT All that Four (4) Bed-roomed Apartment measuring 160 sqm and more
so described as Apartment Number 1B on the 1st Floor in the
Development comprising of, fitted wardrobe and kitchen with wall
drops.

PURCHASER’ Name: HASHI AND GIIR COMPANY LIMITED

DETAILS CERIFICATE No: PVT-GYUQQA2B

PURCHASE Purchase Price Eleven Million (KES 11,000,000/)

PRICE,
DEPOSIT
& MODE OF Payment was made in full.
PAYMENT

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VENDOR’S Account Name: LIZARD ENTREPRISE LIMITED
ACCOUNT Account Number: 02040247419500 (kes)
DETAILS Bank: NATIONAL BANK
Branch: EASTLEIGH Branch
Swift: NBKEKENXXXX

SECOND SCHEDULE

Costs and other incidentals

1. Preparation of sale Agreement Kshs 20,000/- (Payable upon
execution of Sale Agreement)

2. Legal Fees Kshs. 150,000/-

3. VAT on legal fees @ 16% Kshs 24,000/-

4. Processing of Sectional Title Kshs. 100,000/-

5. Office disbursements Kshs. 50,000/-

6. Registration of Management Kshs. 5,000/-

Company
7. Stamp duty @ 4% subject to
assessment by Government Valuer
Total (Less Stamp duty) Ksh.349,000/-

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IN WITNESS WHEREOF the parties have duly executed this Agreement.

SEALED with the Common Seal of )

LIZARD ENTREPRISE LIMITED )
Certificate of Incorporation No. PVT-RXU27X2Y )
)
Was hereunto affixed )
In the presence of: - )
)
Signature ………………………. )
Director: ibrahim Mohamud )
)
)
)
)
)

ADVOCATE’S CERTIFICATE

I certify that Ibrahim Mohamud being Director of the Vendor appeared before me
on the ………… day of ………………...2024, and being identified by his national
identity card numbers 35440847 acknowledged the above signatures to be theirs and
they had freely and voluntarily executed this instrument and understood its
contents.

……………………………………
Signature & designation of person certifying

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SIGNED by the PURCHASERS
HASHI AND GIIR COMPANY ) ..................................................
LIMITED
) PP: PVT-GYUQQA2B
)
In the presence of: )
)
)
Advocate: )

ADVOCATE’S CERTIFICATE

I certify that HASHI AND GIIR COMPANY LIMITED

the Purchaser appeared before me on the day of ……………… 2024 and being
identified by his certificate number PVT-GYUQQA2B acknowledged the above
signature to be his and he freely and voluntarily executed this instrument and
understood its contents.

……………………………………
Signature & designation of person certifying

Drawn By: -
Mohamed Gitau Jillo LLP
Middle East Bank Towers
Milimani Road, Nairobi.
P.O Box 10741-00100
NAIROBI

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