DATED THE DAY OF 2023

JOEL IBRAHIM KULA

(VENDOR)

TO

NICK MACHARIA MAINA

AND
MARIA MUMBI KINYANJUI
(PURCHASERS)

AGREEMENT FOR SALE OF

LAND PARCEL NO 1831 NGAANI ADJUDICATION SECTION MUTOMO

SUB COUNTY,KITUI COUNTY (MEASURING 100 Acres)
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AGREEMENT FOR SALE

THIS AGREEMENT is made the day of Two Thousand and

Twenty Three BETWEEN

1. JOEL IBRAHIM KULA of Kenyan Identity card number 8991575 and of Post
Office Box Number 1 -90200 MUTOMO in the Republic of Kenya (hereinafter
referred to as “the Vendor” which expression shall where the context so admits
include his Administrators, Executors, and Legal representatives) of the one part
and,

2. NICK MACHARIA MAINA of Post Office Box Number 100028-

00100,Nairobi and of ID NO 22177411 and MARIA MUMBI KINYANJUI of
P.O BOX Number 100028-00200,Nairobi and of Identity card no. 32630096
(hereinafter called “the Purchasers” which expression shall where the context so
admits include their successors, and assigns) of the other part.

WHEREAS:-

A. The Vendor is the registered owner of land parcel number 1831 NGAANI
ADJUDICATION SECTION situated in Ngaani Sublocation Mutomo sub-
county, Kitui County.

B. The Vendor has agreed to sell, to the Purchasers, land parcel number 1831
NGAANI ADJUDICATION SECTION measuring approximately 100 Acres
(hereinafter “the Property”) for an agreed sum of Kenya Shillings two million
and Five hundred thousand shillings Only (Kshs. 2,500,000/=).

SUBJECT to the terms and conditions hereinafter appearing:

NOW THIS AGREEMENT WITNESSETH as follows:-

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1 Definitions and Interpretation

1.1 Definitions
In this Agreement, unless the context otherwise requires, the
following expressions shall have the following meanings:
1.1.1 “Business Day” means a day (other than a Saturday, Sunday or
gazetted public holiday in Kenya) on which banks and financial
institutions are normally open for the conduct of banking business
in Kenya;
1.1.2 “Completion Date” means a period of one hundred and twenty
(120) days from the date of this agreement.
1.1.3 “Completion Documents” means the documents listed in clause
6.1 below;
1.1.4 “LSK Conditions” means the Law Society of Kenya Conditions
of Sale (2015 Edition);
1.1.5 “Purchase Price” means the sum of Kenya Shillings Two
Million and Five hundred Thousand shillings Only (Kshs.
2,500,000/=).

1.2 Interpretation
In this Agreement, unless the context otherwise requires, reference to:
1.2.1 words importing the singular number only shall include the plural
number also and vice versa and words importing the masculine
gender include the feminine gender and neuter and vice versa;
1.2.2 Clauses shall be construed as references to Clauses of this
Agreement;
1.2.3 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;
1.2.4 indemnifying any person against any circumstance includes
indemnifying and keeping him harmless from all actions, claims
and proceedings from time to time made against that person and all
loss or damage and all payments, costs and expenses made or
incurred by that person as a consequence of or which could not
have arisen but for that circumstance;
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1.2.5 costs, charges, expenses or remuneration shall be deemed to

include, in addition, references to any value added tax or similar
tax charged or chargeable in respect thereof; and
1.2.6 any reference to any document means that document as is
supplemented, amended or varied from time to time between the
parties thereto in accordance with the terms (if applicable) hereof
and thereof.
1.3 Headings
Headings to clauses are for convenience only and shall not affect the
construction or interpretation of this Agreement.

2 Agreement to Purchase
The Vendor has sold and the Purchasers have purchased the property hereinbefore
appearing for the purchase price herein appearing and subject to the terms and conditions
herein provided.
For the avoidance of doubt, the property the subject of this agreement is land parcel
number 1831 NGAANI ADJUDICATION SECTION MUTOMO SUB
COUNTY ,KITUI COUNTY. The boundaries of the property are as identified by the
parties on the ground..
Payment of the Purchase Price
The full purchase price of Kenya Shillings Two million Five hundred thousand
(Kshs. 2,500,000/=) shall be paid as follows ;-
i. A sum of Kenya shillings One million two hundred and fifty thousand
shillings Only (Kshs. 625,000/=) to be paid immediately after signing the
agreement .
ii. The balance of Kenya Shillings One Million two Hundred and fifty Thousand
Only (Kshs. 1,875,000/=) to be paid in two instalments
a) 1ST instalment of Ksh 937,500 to paid by 30th December,2023
b) 2ND instalment of Ksh 937,500 to paid by 27th January,2024
NB: All payments shall done to the following bank Account
BANK NAME : EQUITY BANK
SWIFT CODE :EQBLKENA
SORT CODE:068167
BENEFICIARY ACCOUNT NAME :JOEL IBRAHIM KULA
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ACCOUNT NUMBER :0600174819788

3 Sale Subject to Law Society Conditions of Sale
The sale is subject to the Law Society Conditions of Sale (2015 Edition) so far as they are
not inconsistent with or excluded or varied by the conditions contained in this
Agreement.

4 Sale with Vacant Possession

The Purchaser shall be entitled to vacant possession on payment of the purchase price and
execution of this agreement.

5 No Encumbrances
The Property is sold subject to the Acts, Covenants, Conditions and Stipulations affecting
the Property and the said Transfer but otherwise free from all encumbrances and/or any
adverse claims whatsoever.

6 Completion
6.1 On or before the completion date, the Vendor shall deliver to the Purchasers,
the following documents, i.e.

6.1.1 Undated instrument of transfer (in triplicate) duly executed by the

Vendor.
6.1.2 the original Certificate of title;
6.1.3 Three (3) certified copies of the Vendors’ PIN Certificate;
6.1.4 Consent to the transfer by the Relevant Land Control.
6.1.5 Three (3) coloured passport size photographs of the Vendor;
6.1.6 Three (3) certified copies of the Vendor’s identity card or Passport
(as the case may be).
6.1.7 Spousal consent (if applicable) or the necessary affidavit.

The documents listed above are hereinafter referred to as “the Completion

Documents”).
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In the alternative, the Vendor shall cause a transfer to be processed in favour of the
purchaser.

7 Failure to Complete

A. If the Vendor shall fail to complete this transaction on the Completion Date time
being of the essence then the Purchasers shall be entitled to serve a notice in
writing upon the Vendor requiring the Vendor to complete the said transaction
within Twenty One (21) days from the date upon which such notice is served on
the Vendor. If the Vendor shall fail to complete the said transaction before the
expiry of the said notice then the Purchasers shall be entitled at the Purchaser’s
sole discretion either:

(i) To extend the time for completion; or

(ii) To rescind this Agreement by notice in that behalf to the Vendor.

and if the Purchasers shall rescind this Agreement as aforesaid then any monies paid by
the Purchaser together with a penalty in a sum equivalent to the purchase price herein
shall be refunded by the Vendor to the Purchasers in full within seven (7) days of the date
the agreement is rescinded and this Agreement shall stand rescinded.

B. If the Purchasers shall fail to complete this transaction on the Completion Date
time being of the essence then the Vendor shall be entitled to serve a notice in
writing upon the Purchasers requiring the Purchasers to complete the said
transaction within Twenty One (21) days from the date upon which such notice is
served on the Purchasers. If the Purchasers shall fail to complete the said
transaction before the expiry of the said notice then the Vendor shall be entitled at
the Vendor’s sole discretion either:

(i) To extend the time for completion; or

(ii) To rescind this Agreement by notice in that behalf to the Purchasers.

and if the Vendor shall rescind this Agreement as aforesaid then any monies paid by the
Purchasers shall be refunded by the Vendor to the Purchaser less ten percent (10%) in
liquidated damages within seven (7) days of the date the agreement is rescinded and this
Agreement shall stand rescinded.

8 Costs
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The Vendor shall meet the cost of obtaining all the Completion Documents, while the
Purchasers shall meet the cost of stamp duty and registration of the Transfer in their
favour.

9 Warranties
The Vendor warrants to the Purchasers that:

(1)The Property is not on a buffer zone, riparian reserve, road reserve or public
land and neither has the property been listed in the Ndung’u report or any
other governmental report and its ownership thereof is not subject to any
challenge whatsoever from the Government of Kenya, any local authority
(including but not limited to the County Government of Kitui) or any third
party whatsoever;
(2)there is no law or decree or similar enactment binding on the Vendor so far as
the Vendor is aware which would conflict with or prevent the Vendor
from entering into or performing and observing the terms of this
Agreement;
(3)The Vendor is not engaged in nor to the best of the Vendor’s knowledge
threatened by any litigation, arbitration or administrative proceedings
relating to the Property;
(4)There is no adverse claim on the Property, dispute regarding ownership,
boundary, easement, rights of way or any other such matters;
(5)The Vendor has not given any rights of way, easement or any other overriding
interest and has no intention of so doing;
(6)The Vendor has not agreed to sell the Property to any other party other than the
Purchasers and the Vendor has not received any deposits or made
commitments with regard to the Property;
The Parties confirm that they have willingly entered into this Agreement without
any undue influence or representation or warranty except as provided in this
Agreement.

10 Notice
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Any notice to be given to any Party to this Agreement shall be in writing and shall be
deemed to be duly served on delivery by recorded hand delivery to the party or Party’s
Advocate as herein indicated.

11 Severability
Each of the provisions of this Agreement is severable and distinct from the others and if
at anytime one or more of such provisions is or becomes invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions hereof shall not in any
way be affected or impaired thereby.

12 Enduring nature of agreement

Save with regard to matters which require to be fulfilled and are in fact fulfilled prior to
or at the Completion Date, this Agreement shall continue to be in full force and effect for
as long as they may be necessary for the mutual reliance on the provisions of the
Agreement by the parties to it.

13 Waiver
No failure or delay by the Vendor or the Purchasers in exercising any claim, remedy,
right, power or privilege under this Agreement shall operate as a waiver nor shall any
single or partial exercise of any claim, remedy, right, power or privilege preclude any
further exercise thereof or the exercise of any other claim, right or power.

14 Remedies Cumulative
Any remedy or right conferred upon the Vendor or the Purchasers for breach of this
Agreement including the right of rescission shall be in addition to and without prejudice
to all other rights and remedies available to them.

15 Amendment
No amendment to this Agreement shall be effective unless signed in the same manner as
this Agreement.

16 Court remedy
Should any dispute arise herein relating to the sale either party shall be at liberty to seek
remedy from a court of law in the Republic of Kenya.
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17 Entire Agreement
This Agreement contains the whole agreement and understanding between the Parties
relating to the transaction provided for in this Agreement and supersedes all previous
agreements (if any) whether written or oral between the Parties in respect of such matters.

18 Intention to bind
Each of the parties hereto hereby agrees and confirms for the purposes of the Law of
Contract Act (Chapter 23 of the Laws of Kenya) that it has executed this Agreement with
the intention to bind itself to the contents thereof
IN WITNESS WHEREOF the Vendor and the Purchasers have executed this
Agreement the day and year first hereinbefore written.

SIGNED by the VENDOR

JOEL IBRAHIM KULA --------------------------

Witnessed by: -

…………………………………

In the presence of: -

…………………………………….
ADVOCATE

SIGNED for the PURCHASERS

NICK MACHARIA MAINA ………………………………………

MARIA MUMBI KINYANJUI ………………………………………

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Witnessed by: -

…………………………

In the presence of: -

…………………………………….
ADVOCATE

DRAWN BY:-
ANASTACIA MBITHE & CO ADVOCATES
MILLY MULTIPURPOSE HOUSE
OPPOSITE EQUITY BANK
P.O BOX 1
MUTOMO
EmaIL: anastaciahmbithe@gmail.com ;ambithe17@gmail.com
Tel no: 0700853277