Dated this 6th day of October 2021

LOAN AGREEMENT

Between

JAMES KAMAU NJAAGA

(the Borrower)

and

JOSEPH NDUNG’U KAHIU

(the Lender)

Drawn By:
M M Ndungu & Associates
Advocates,
Jooi Centre Park, 1st Floor
P. O. Box 625 - 09002
KIKUYU.
PARTIES:
This Loan Agreement is made between:

(1) JAMES KAMAU NJAAGA a limited Company of Post Office Box Number 118-00902,
Kikuyu registered in accordance with the laws of Kenya (hereinafter referred to as the
Borrower); and

(2) JOSEPH NDUNG’U KAHIU of Post Office Box Number 625-00902, Kikuyu National
Identity Card No. 1240803 (hereinafter referred to as the Lender which expression shall
include the Purchaser’s respective personal representatives and permitted assigns); and

WHEREAS
A. The Vendor is the registered proprietor of all that Property and intends to sell a portion of the
land measuring ⅛ of an Acre to be excised from the property of the Land known as
KARAI/KARAI/1945 (hereinafter called “the property”).
B. The Vendor has agreed to sell the Property to the Purchaser and the Purchaser has agreed to
purchase the Property according to the terms of this Agreement.

C. The Property is sold free from encumbrances

IT IS AGREED AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
For the purposes of this Agreement and the preamble above, unless the context requires
otherwise:

1.1.1 Agreement means this agreement for sale, including all annexures and schedules thereto;

1.1.2 Balance means Kenya Shillings One Million Five Hundred Thousand only (KES
1,500,000);

1.1.3 Completion means the steps and matters to be undertaken by the Parties relating to the
transfer of the title from the Vendor to the Purchasers in accordance with this agreement;

1.1.4 Completion Date means the first Business Day after the expiry of Ninety Days (90) days
from the date of this Agreement or upon the issuance of a new title deed to the Purchaser.

1.1.5 Deposit means the sum of Kenya Shillings Three Hundred Thousand only (KES 300,000);

1.1.6 Outgoings means land rent, land rates, water charges and other periodical charges (if any)
relating to the occupation or use of the Property;

1.1.7 Parties means the parties to this Agreement and “Party” shall be construed accordingly;

1.1.8 Purchase Price means the sum of Kenya Shillings One Million Eight Hundred Thousand
only (KES 1, 800,000);

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 1.1.9This agreement constitutes the entire agreement of the parties with regard to its subject matter
and supersedes and extinguishes any prior agreements, undertakings, representations,
warranties and arrangements of any nature whatsoever whether or not in writing relating to
the sale and purchase of the Property.

2. AGREEMENT FOR SALE AND PURCHASE

2.1 Agreement to sell
The Vendor agrees to sell the Property to the Purchaser and the Purchaser agrees to purchase
the Property for the agreed Purchase Price.

2.2 Interest sold

The interest sold in the Property is the Vendors’ freehold interest.

3. PAYMENT OF PURCHASE PRICE

3.1 The Purchaser shall pay the Deposit directly to the Vendors’ as stipulated below

● Kshs. Two Hundred Thousand in Cash, which the purchaser paid

and the vendor confirmed receipt of the amount thereof on 6th
October 2021 or to be paid on 6th October 2021
● Kshs. One Hundred Thousand vide Bank Transfer from KCB Bank
to Equity Bank

Account Name: James Kamau Njaaga

Account Number: 0570198358739
Bank Name: Equity Bank
Branch: Kikuyu Bank

3.2 The purchaser shall pay the balance of the full purchase price of the sum of Kenya Shillings
One Million Five Hundred Thousand only (KES 1,500,000)

3.3 The Vendor shall deliver to the Purchaser upon the payment of the full purchase price all the
documents listed below and the Purchaser shall proceed to stamp and register the Transfer in
his/her favour

● Duly executed but undated transfer in favour of the Purchaser

● Consent to Transfer from the and Control Board and the Application
to the Control Board
● Certified Copies of the Vendor’s I.D and PIN Certificates
● 3 Passport sized photograph of the Vendor

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 ● Clearances necessary and relevant for the successful completion of
this sale transaction.

3.4 The original title deed for KARAI/KARAI/1945 has been deposited to GEOMEASURE
SURVEYORS LIMITED, jOOI CENTRE, 1ST FLOOR ROOM 3A KIKUYU, for
subdivision.

3.5 The Vendor’s Advocate and the Purchaser’s advocate is M M Ndungu & Associates
Advocates, Jooi Centre Park, 1st Floor, P.O Box 625-00902 Kikuyu.

4. POSSESSION
The Property is sold with vacant possession as at Completion, but the Purchasers will only be
granted possession of the Property upon the entire Purchase Price being released
unconditionally to the Vendors’ Advocates together with the apportioned Outgoings.

5. OUTGOINGS OF THE PROPERTY

All Outgoings in respect of the Property for the current year of Completion shall be
apportioned between the Vendors and the Purchasers as at the Completion Date.

6. LEGAL AND OTHER COSTS

6.1 Each Party shall be responsible for the fees of its legal advisers in connection with this
Agreement and the sale and purchase of the Property.

6.2 Capital Gains Tax payable on the Transfer (if any) shall be paid by the Vendors.

7. BREACH OF AGREEMENT BY THE PURCHASERS AND VENDOR

7.1 If the Vendors shall be in breach of its obligations under this Agreement, the Purchasers shall
give the Vendors at least fourteen (14) calendar days' notice in writing confirming the
Purchasers’ readiness to complete the sale in all respect and requiring the Vendor to comply
with their obligations under this Agreement before the expiration of such notice and if the
Vendor shall fail to comply with such notice the Purchasers shall at the Purchasers’ sole
option be entitled to either seek specific performance of this Agreement or rescind this
Agreement whereupon the Vendor shall refund the Purchase Price to the Purchasers with 10%
interest within seven (7) days of such rescission.

8. LAW SOCIETY CONDITIONS

8.1 The sale and purchase of the Property is subject to the LSK Conditions which shall be
deemed incorporated herein in extenso save in so far as the LSK Conditions are not
inconsistent with the provisions of this Agreement or are varied or excluded by the terms of
this Agreement.
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9. APPLICABLE LAW AND DISPUTE RESOLUTION
9.1 This Agreement shall be interpreted in accordance with the laws of Kenya.

9.2 Any dispute, controversy or claim arising out of or in connection with this Agreement,
including any question regarding its interpretation, existence, validity or termination shall be
referred to the exclusive jurisdiction of Kenyan courts.

10. GENERAL
10.1 Payment of the Purchase Price or any part thereof or any other sum payable by the Purchasers
hereunder shall be made free and clear of and without any set-off, counterclaim or deduction
whatsoever.

10.2 Each of the provisions of this Agreement is severable and distinct from the others and, if at
any time one or more of these provisions is or becomes invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.

10.3 No amendment or variation to this Agreement shall be effectual or binding on the parties
hereto unless it is in writing and duly executed by or on behalf of the parties hereto.

10.4 Each of the Parties hereby agrees and confirms for the purpose of the Law of Contract Act
(Chapter 23 of the laws of Kenya) that it has executed Agreement with the intention to bind
itself to the contents of this Agreement.

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IN WITNESS WHEREOF this Agreement has been duly executed the day and year first
hereinbefore written.

Signed by the Vendors ]

JAMES KAMAU NJAAGA ]
In the presence of: ]
]
]
]WITNESS: KEZIAH MWIHAKI KIARIE
] I.D NO. 22842774
_________________________ ]
Advocate

I CERTIFY that the above named JAMES KAMAU NJAAGA appeared before me on
the ........................... day of ........................., 2021 and acknowledged the above signature to be theirs
and that they had freely and voluntarily executed this Agreement and understood its contents and the
effects of its execution.

-----------------------------------------
ADVOCATE

Signed by the Purchasers ]

JOSEPH NDUNG’U KAHIU ]
In the presence of: ]
]
]
]WITNESS: RACHAEL WANJIKU
NDUNGU
]I.D NO. 6064513
]
_________________________ ]
Advocate

I CERTIFY that the above named JOSEPH NDUNG’U KAHIU appeared before me on
the ........................... day of ........................., 2021 acknowledged the above signature to be theirs and
that they had freely and voluntarily executed this Agreement and understood its contents and the
effects of its execution.

-------- ---------------------------------
ADVOCATE

Drawn By:
M M Ndungu & Associates
Advocates,
Jooi Centre Park, 1st Floor
P. O. Box 625 - 09002
KIKUYU.