DATED 2O2O

AGREEMENT FOR SALE

EVANSON TOHNSON

(The'Vendor")

DAVIDSON BENSON

(The "Purchaser")

- in respect of-

LAND TITLE NUMBER KAIIADO/KTTENGEI-A/20 12

"The Property"

DRAWN BY:
FORWARD LOOKING
ADVOCATES
TOWN HOUSE,
SUITE NO: 2, 2ND FLOOR,
NAIVASHA
P.O. BOX 102
NATVASHA, KENYA
 AGREEMENT FOR SALE

THIS AGR-EEMENT FOR SALE is made the day of Two Thousand and
TWENTY BETWEEN EVANSON TOHNSON holder of Kenyan National Identity Card Number
2785646 and both of Post Office Box Number 184, Kisumu in the Republic of Kenya
(hereinafter called "the Vendor" which expression shall where the context so admits include the
personal representatives and assigns) of the one part AND DAVIDSON BENSON holder of
Kenyan National Identity Card Number 2684321 and both of Post Office Box Number 16690-
00100, Nairobi in the Republic of Kenya (hereinafter called "the Purchasef' which expression
shall where the context so admits include the personal representatives and assigns)of the other
part.

WHEREAS:-
A. The Vendor is the registered owners of ALL THAT piece of Land known as Land Title
Number Kajiado/Kitengela/2012 measuring nought decimal nought four four (0.044) of a
hectare or thereabout TOGETHER WITH the buildings and improvements erected and
being thereon (hereinafter called "the Property").

B. The Vendor has agreed to sell and the Purchaser has agreed to purchase the said
Property for the purchase price of Kenya Shillings Five Million (Kshs. 5,000,000/=) upon
the terms and conditions hereinafter appearing.

NOW THIS AGREEMENT WITNESSETH as follows:-

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, "Completion Date" means Ninety days (90) days from the date of this
agreement and as more particularly set out in Clause 6 herein;
I.1.2 "Completion Documents" means the documents listed in Clause 10 herein;
1.1.3 "Putchase Price" means the sum Kenya Shillings Five Million Only(Kshs.
5,000,000/=);
Ll.4 "LSK Conditions" means the Law Societv of Kenva Conditions of Sale
(2015 Edition);
1.1.5 ""Financier" means NCBA BANK KENYA;
1.1.6 "Putchaser's Advocates" means Forward Looking advocates, Town House,
2nd Floor, Room 2, Naivasha, P.O. Box 102 Naivasha;+254723596408,
folookingadvocates @ gmail. com
7.1.2 "Vendor's Advocates" means Forward Looking advocates, Town House,
2nd Floor, Room 2, Naivasha, P.O. Box 102 Naivasha, ;+254723596408
folookingadvocates @gmail. com
1.1.3 In this Agreement, the Vendors and Purchasers are also referred to as
"Parties" and "Partv" refers to either of them:
 7.2 Interoretation
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;
I.2.3 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;
t.2.4 Headings to clauses are for convenience only and shall not affect the
construction or interpretation of this Agreement.

2. Agreement to Purchase
The Vendor shall sell and the Purchaser shall purchase the Properfy for the Purchase
Price and upon the terms and conditions set out in this Agreement. The successful sale
of the property is subject to the purchaser obtaining a loan from NCBA BANK KENYA.

3.

The sum of Five Million Shillings Only (Kshs. 5,000,000/:) being the purchase price shall
be paid as one offpayrnent upon successful registration of the Charge and Transfer.

4. Sale Subject to LSK Conditions of Sale

The sale is subject to the LSK Conditions of Sale (2015 Edition) in so far as they are not
inconsistent with the conditions contained in this Agreement.

5. Completion Date
The completion date shall be Ninety (90) days from the date of execution of this
agreement or such other earlier or later date as the Parties may agree in writing (the
"Completion Date").

6. Possession
The Property is sold with vacant possession as far as encumbrances are concerned
provided however that the Purchaser shall not be entitled to possession until payment of
the fulI Purchase Price.

7. Encumbrances
The property is sold subject to such terms and conditions upon which the same is at
present held by the Vendor but otherwise free from all encumbrances and or claims.
8. Completion.

8.1 Completion of the sale and purchase and consequent release of the Completion
Documents [hereinafter defined] shall take place on the Completion Date in
accordance with clause 8.2.

8.2 On or before the Completion Date, the Vendor or the Vendor's advocates shall upon
receipt of a professional undertaking for the payment of the purchase price from the
purchaser's financier's Advocates procure and hand over to the financier's Advocates
on record the following documents:-

8.1.1 The Original title document for the ProPerty;

8.I.2 LCB Consent to Transfer'
8.1.3 The duly executed Transfer for the Property in triplicate in favour of the
Purchaser;
8.1.4 Certified copy of the Vendor's PIN certificate;
8.1.5 Certified copies of the Vendor's Kenyan identity card;
8.1.6 The vendor's and purchaser's three coloured passPort size photographs;
8.I.7 Spousal consent;

9. Failure to Complete
9.1 If the Purchaser fail to comply with any of the conditions hereof, the Vendor
may give ro the Purchaser Fourteen (14) days' notice in writing specifying the
Purchaser's default and requiring the Purchaser to remedy the same before the
e>giration of such notice period AND if the Purchaser fail to comply with such
notice the Vendor shall be entitled:-
1 1. 1 . 1 to rescind this Agreement;

11.7.2 to retain 10o/o of the purchase price; and

I 1 . 1 .3 Then refund the balance of the monies remaining within 45 days.
1,1.1. If the Vendor fails to comply with her obligations under this Agreement, the
Purchaser may give to the Vendor fourteen (14) days' notice in writing to comply
with their obligations and such notice shall specify the default and require the
Vendor to make it good within the fourteen (1a) days notice and if the Vendor
then fail to comply with the notice, the Purchaser shall rescind this Agreement
and the Vendor shall within fourteen (14) days return all monies paid by the
Purchasers Pursuant to this Agreement.

10. Time of the Essence

Time shall be deemed to be of the essence for all the purposes of this Agreement.

11. Permitted User

The Purchaser is aware of the user of the Property and is fully satisfied in that regard'
12. Costs
The Vendor shall be responsible for paying the costs of obtaining the Completion
Documents and the Purchaser shall be responsible for the stamp duty and registration
costs of the Transfer (if any).

13. Notice
Any notice to be given to any Party to this Agreement shall be in writing and shall be
deemed to be duly served by being sent by registered post to the address indicated above
with a copy being hand-delivered to such Party's Advocates as provided in this
Agreement.

r4. Survival
Save with regard to matters which require to be fulfilled and are in fact frrlfilled prior to
or at the Completion Date, this Agreement shall continue to be in fulIforce and effect.

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

16. Remedies Cumulative

Any remedy or right conferred upon the Vendor or the Purchaser 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,

17. Intention to be Bound

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

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

19. Entire Asreement

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.

20. Applicable Law

The laws of Kenya will apply to this agreement.
IN WITNESS TMHEREOF the Vendor and the Purchaser hereto have executed this Agreement
the day and year first hereinbefore written.

SIGNED by the Vendor in the presence )

) EVANSON IOHNSON
)
)
)
Advocate: )

I CERTIFY that EVANSON JOHNSON being the Purchaser herein appeared before me and
duly signed this Agreement in my presence.

Advocate

SIGNED bythe Purchaser in the presence

of:

) DAVIDSON BENSON
)
)
)
Advocate:

I CERTIFY that DAVIDSON BENSON being the Purchaser herein appeared before me and duly
signed this Agreement in my presence.

Advocate

DRAWN BY:
FORWARD LOOKING
ADVOCATES
TOWN HOUSE,
SUITE NO: 2,2ND FLOOR,
NATVASTIA
P.O. BOX 102
NATVASIIA, KENYA
ROBINSON DONALD & CO. ADVOCATES
ADVOCATES, COMMISSIONERFOR OATHS & NOTARY PIJBLIC

Our Ref: DB/23/202Q Your Ref: FL/O/2020 Date: 4th September 2020

FORV/ARD LOOKING ADVOCATES

TOWN HOUSE
SUITE NO.2,2ND FLOOR
NAIVASHA
P.O.BOX 102
NAIVASHA

Dear Sir,

RE: SECURITY DOCUMENTATION FOR DAVIDSON BENSON

The above matter refers.

We advise that we act for NCBA Bank Kenya PLC, the Financier herein. We understand that
you are acting for the Vendor and the Purchaser.

Kindly furnish us with the terms of undertaking for our confirmation.

Yours faithfully
FOR: ROBINSON DONALD & CO. ADVOCATES

DANIELLE STEELE
 FORWARD LOOKING ADVOCATES
ADVOCAIES, COMMISSIONER FOR QATHS & NOTARY PIJBLIC

Our Ref: FUD/2020 your Ref: TBA Date: @/oe/2020

ROBINSON DONALD & CO, ADVOCATES

CORNER HOUSE
3RD FLOOR, ROOM 10

P.O. BOX 1s0-00100

NAIROBI

Dear Sir/Madam.

RE: SALE AND PURCHASE OF KAIIADO/KITENGEW2OL2

The above captioned matter and your letter of 4,h september 2020 refer.

The following are our acceptable terms of professional undertaking:-

We act for NCBA BANK KEI{YA PLC "the Financier", who has agreed to finance the above
noted
Purchaser/Borrower in the purchase of the property herein. As security for the loan,
the Financier shall
register a Charge over the property.

To enable you release the Original Title to us together with the Completion Documents
for the
simultaneous registration of the Transfer of Title in favour of the Purchaser and
the Charge in favour
of
the Financier, we hereby issue our irrevocable, unequivocal and unconditional undertaking
in the
following terms:-

1' That the Title and Completion Documents in respect of the above property shall be held
by us
in trust and to your order, returnable on demand, pending payment to your client or ro your
order, the balance of the purchase price being the maximum sum of Kshs. 5,000,000/= (Kenya
Shillings Five Million only) being the undertaking amount of the purchase price
within fourteen
(14) days of successful registration of the Transfer in favour of the purchaser
and the Charge in
favour of our client.

2. That we shall not release or cause to be released the completion Documents to any advocate
or any other person whatsoever other than the Lands offrce without first obtaining
your written
consent.

3' That the Completion Documents will only be utilized for purposes of registration of the
Transfer in favour of the Purchaser and the charge in favour of our client.

4. That we shall exercise our best endeavors to ensure that the Transfer in favour of the
Purchaser and Charge in favour of our client is registered as soon as possible
and without
unnecessary delays.
 5. 'Ihat we shall indemnify you and keep you fully indemnifred
in respect of any loss and
damage which you or your client may suffer by reason of any breach by us of any of the
terms or
conditions contained in this letter of undertaking.

6' Notwithstanding the provisions of Clause one(l) above, if the balance of the purchase price is
not paid to your client by our client within forty -five (45) days from the date when the
completion documents shall have been received in our offices, then we shall forthwith and
immediately upon demand return to you the said documents in the same condition in which
they were when received from yourselves, and should registration of the transfer to the
Purchaser and the charge in favor of our client have occurred. , then on demand, we shall
forthwith and immediately procure the cancellation of such registration as soon as is reasonably
practical but not more than fifteen (15) calendar days from the date of such demand to the effect
that the ownership of the property shall be forthwith reinstated in favour of your client.

7. That we shall Pay the undertaking amount to the following account details:-

Account Name: Forward Looking Advocates

Account Number: 0123458768880

Bank: BankofBaroda

Branch: Naivasha

8 Time shall be of the essence in respect of all our obligations; and

9 This undertaking shall be governed by the Laws of Kenya.

Yours faithfi.rlly
FOR: FORWARD LOOKING ADVOCATES

GOODTUCK IOHNSON
 ROBINSON DONATD & CO. ADVOCATES
ADVOCATES, COMMISSIOMR FOR OATHS & NOTARY PI,]BLIC

Our Ref: DB/23/202O your Ref: FL/D/2020 Date: 10d September, 2020

FORV/ARD LOOKING ADVOCATES

TOWN HOUSE
SUITE NO 2,2ND FLOOR
NAIVASHA
P.O. BOX 102
NATVASHA

Dear Sirs,

RE: TRANSFERANDCHARGEOVERTITTENUMBER:KAJIADo/KITENGELA/26I2
(the "Property")
VENDOR - EVANSON IOHNSON
BORROWER/PURCIIASER - DAVIDSON BENSON
FINANCIER - NCBA BANK KENYA PLC

Reference is made to the above matter.

We act for NCBA BANK KENYA PLC "the Financier", who has agreed to finance
the above noted
Purchaser/Borrower in the purchase of the property herein. As security for
the loan, the Financier shall
register a Charge over the property.

To enable you release the original ritle to us together with the completion Documents
for the
simultaneous registration of the Transfer of Title in favour of the purchaser
and the Charge in favour of
the Financier' we hereby issue our irrevocable, unequivocal and unconditional undertaking
in the
following terms:-

I' THAT The Title and Completion Documents in respect of the above properry
shall be hetd by
us in trust and to your order, returnable on demand, pending payment
to your Client or to your
order, the balance of the purchase price being the maximu- r"t" of KenyaShillings
Five Million
only (Kshs.5,000,000/-) being the undertaking amount of the purchase price within Fourreen
(14) days of successful registration of the Transfer in favour
of the purchaser and the Charge in
favour of our Client.

2. THAT we shall not release or cause to be released the completion Documents to

any advocate
or any other person whatsoever other than the Lands office without first
obtaining your written
consent.

3' THAT the Completion Documents will only be utilized for the purposes of registration of
the
Transfer in favour of the Purchaser and the charge in favour of the
client;
4. THAT we shall exercise our best endeavors to ensure that the Transfer in favour of the
Purchaser and Charge in favour of our Client is registered as soon as possible and without
unnecessary delays.

5. THAT we shall indemni$r you and keep you fully indemnified in respect of any loss and
damage which you or your Client may suffer by reason of any breach by us of any of the terms
or conditions contained in this Ietter of undertaking'

6. THAT norwithstanding the provisions of Clause one (1) above, if the balance of the purchase
price is not paid to your Client by our Client within Forty Five (45) days from the date when the
completion documents shall have been received in our offices, then we shall forthwith and
immediately upon demand return to you the said documents in the same condition in which
they were when received from yourselves, and should registration of the Transfer to the
Purchase and Charge in favor of our Client have occurred, then on demand, we shall forthwith
and immediately procure the cancellation of such registration as soon as is reasonably practical
but not more than fifteen (15) calendar days from the date as such demand to the effect that the
ownership of the property shall be forthwith reinstated in favor of your Client.

7. TIIAT we shall pay the undertaking amount to the following account details:-

ACCOIJNT NAME: FORWARD LOOKING ADVOCATES

ACCOTJNT NO. 0123458768880

BANK: BANK OF BARODA

BRANCH: NATVASHA

8. THAT time shall be of the essence in respect of all our obligations and

9 THAT this undertaking shall be governed by the Laws of Kenya.

Yours faithfi,:lly
FOR: ROBINSON DONALD & CO. ADVOCATES

DANIELLE STEELE
FORWARD LOOKING ADVOCATES
ADVOCATES, COMMISSIONER FOR OATHS & NOTARY PUBLIC

OurRef: FUD/2O20 YourRef: TBA Date: lL/@/2020

ROBINSON DONALD & CO. ADVOCATES

CORNER HOUSE
3RD FLOOR, ROOM 10
P.O. BOX 150-00100
NAIROBI

Dear Sir/Madam,

RE: SALE AND PURCHASE OF KAIIADO/KITENGEW}OT2

The above matter refers.

We acknowledge receipt of your professional undertaking dated 10d of September 2020 and
forward herewith the following documents:-

1. Original Title Deed- Kajiado/Kite tgela/2072

2. Spousal Consent to Transfer.

3. Duly executed transfer instruments in triplicate.

4. Land Control Boaid Consent to Transfer.

5. Copies of vendor & purchaser KRA PIN Certificate.

6. Copies of vendor & purchaser Identification Documents'

Kindly acknowledge receipt.

Yours faithfirlly
FOR: FORWARD LOOKING ADVOCATES

GOODLUCK IOHNSON