DATED 2023

AGREEMENT FOR SALE

Between

SPLENDID LIVING LIMITED

and
MUMIN OSMAN HASSAN

- in respect of -

One (1) acre Portion of Land Reference Number: 28989/5- MAVOKO

Drawn by:
Wetang’ula Adan & Co.
Advocates
Bruce House, 12th Floor
Standard Street
P.O. Box 10741-00100
Nairobi, Kenya

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THIS AGREEMENT FOR SALE is made the day of 2023
Between
SPLENDID LIVING LIMITED of Post Office Box Number: 57157-00200 Nairobi in the
Republic of Kenya (hereinafter called “the Vendor” which expression shall where the
context so admits include its successors and assigns) of the one part, and MUMIN
OSMAN HASSAN of Kenya ID Number 28056928, Nairobi aforesaid (hereinafter called
“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 by virtue of sale agreement with the current owner
of the leasehold interest in ALL that developed property, situate, in Mavoko in
the Republic of Kenya containing by measurement four nought one seven
hectares (4.170 ha) or thereabout and known as Land Reference Number:
28989/5 Mombasa as delineated on Land Survey Plan Number 452757 deposited
in the Survey Records Office at Nairobi and thereon bordered red (hereinafter
called “the said property”).

B. The Vendor is in the process of subdividing the aforementioned parcel of land.

C. The Vendor has agreed with the Purchaser to sell to the Purchaser one (1) acre to
be hived out of the said parcel of land on the following terms and conditions.

D. The Vendor will be undertaking subdivision of the 1 acre at the cost of the
Purchaser.

NOW THIS AGREEMENT WITNESSES as follows:

1. The Advocates for the Vendor and the purchaser are Wetang’ula Adan & Co.
Advocates, Bruce House, 12th Floor Standard Street and P. O. Box 10741-00100,
Nairobi (hereinafter referred to as “the Vendor’s lawyers”).
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2. The interest sold is Leasehold.

3. The agreed purchase price for the said property is Kenya Shillings Twenty Million
(Kshs. 20,000,000/=).

4. Upon execution of this sale agreement, the Purchaser shall pay the vendor a
deposit of Kenya Shillings Ten Million (Kshs. 10, 000,000/-)

5. The balance of the purchase price of Kenya Shillings Four Million Three Hundred
and Fifty Two thousand (Kshs. 10,000,000/-) shall be paid by the purchaser on
or before 30th January 2023.

All payments shall be paid into the vendor’s account as follows;

Account name: Splendid Living Limited.
Bank: ABSA Bank Kenya PLC
Branch: Queensway Branch
Account No. 2047613127 (Kshs.)
20476131100 (Usd.)
Branch code: 094
Swift address: BARCKENX

6. Vacant possession of the said property will be given to the Purchaser by the Vendor
after the payment of the purchase price in full to the Vendor’s lawyers and
upon payment of the subdivision charges.

7. The Purchaser has inspected the said property and has notice of the identity thereof
and takes it in such state and condition and shall not require the Vendor to
improve or repair the same. Prior to the completion date, the Vendor shall point
out the beacons of the said property to the Purchaser and if any of the beacons

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 are misplaced or missing, the Vendor will replace the same at its own cost.

8. The completion date shall be Ninety (90) days from the date of execution of this sale
agreement or such other date as the parties may agree in writing.

9. After receipt by the Vendor’s lawyers of the purchaser price in full, the Vendor’
lawyers shall deliver the following completion documents to the Purchaser’s.
(i) The original deed plan/certificate of title;
(ii) The Transfer in triplicate of the said property in favour of the Purchaser duly
executed by the Vendor;
(iii) A photocopy of the Vendor’s PIN certificate;
(iv) Photocopies of the Vendor’s directors’ PIN certificates;
(v) Photocopies of the Vendor’s directors’ identity cards;
(vi) Three coloured passport size photographs of the Vendor’s directors;
(vii) Rates payment receipts
(viii) Rent Payment receipts
(ix) Any other documents that maybe necessary for the completion of this
transaction.

10.The sale is subject to the Law Society Conditions of Sale (2015 Edition) in so far as
they are not inconsistent with this agreement.

11. Time shall be of the essence to this Agreement.

12. In the event that the Purchaser is not able to complete this sale transaction for any
reason other than default by the Vendor, the Vendor will issue a twenty-one (21)
days completion notice to the Purchaser requiring the Purchaser to remedy the
same. If the Purchaser fails to remedy the default on expiry of the said notice,
then the Vendor shall be entitled at its sole discretion either:
a) To extend the time for completion;

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 b) To rescind this agreement by notice in writing to the Purchaser.
c) If the Vendor opts to rescind this agreement as aforesaid then the Purchaser
shall forthwith forfeit ten percent (10%) of the purchase price and the Vendor‘s
lawyers shall refund to the Purchaser the balance thereof. Thereafter the
Vendor will be free to sell the said property to any other person.

13. In the event the Vendor is not able to complete this transaction on the completion
date, for any reason other than any default by the Purchaser, the Purchaser or its
lawyers shall issue a twenty-one (21) days completion notice requiring the
Vendor to remedy the default. If the Vendor fails to remedy the default on
expiry of the said notice, then the Purchaser shall be entitled at its own
discretion either: -
a) To extend the time for the Vendor to remedy the default; or
b) To sue the Vendor for specific performance of this agreement; or
c) To rescind this agreement by notice in writing to the Vendor. If the Purchaser
shall opt to rescind this agreement, then the Vendor’s lawyers shall
immediately refund to the Purchaser the deposit of purchase price paid to
them. In exchange of the said refund, the Purchaser shall return all the
completion documents which may have been forwarded to it by the Vendor or
its lawyers in the same good condition they were in when first received.

14. The Vendor hereby confirms and warrants to the Purchaser that it is the legal owner
and has the legal capacity to sell the said property on the terms and conditions
set out in this Agreement and further warrants that;
a) The said property is not on a buffer zone, road reserve or public land and
ownership thereof is not subject to any challenge whatsoever from the
Government of Kenya, or any third party whatsoever;
b) There is no law or decree or similar enactment binding on it 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 or that

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 might curtail the Purchaser’s right to register the title to itself or its nominees.
c) 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 said property;
d) There is no adverse claim on the said property, dispute regarding ownership,
boundary, easement, rights of way or any other such matters;
e) The Vendor has to the best of its knowledge disclosed to the Purchaser all
material information relating to the said property;
f) The Vendor has not received any notice from the Government or municipal
authority or from owners of adjoining said property which remain to be
complied with and has disclosed all such notices received to the Purchaser;
g) The Vendor will immediately disclose in writing to the Purchaser any event or
circumstance which may arise or become known to it after the date of this
agreement and prior to completion which is inconsistent with any of the
warranties or which had it occurred on or before the date of this agreement
would have constituted a breach of the warranties or which is material to be
known by the Purchaser for value of the said property.

15. All outgoings including land rent and land rates (if any) of the said property shall
be apportioned on the completion date.
16. Each party shall pay their own lawyers’ legal fees, but the Purchaser shall pay
stamp duty and registration fees on the Transfer.
17. Any dispute that may arise between the parties hereto concerning this agreement or
the construction thereof shall be settled by the parties through mediation or
arbitration in accordance with the Arbitration Act [1995] of the Laws of Kenya
and the rules of the local chapter of the Chartered Institute of Arbitrators.
18. The laws of Kenya will apply to this agreement.

IN WITNESS whereof the parties hereto have duly executed this Agreement the day
and year first hereinabove written.

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SIGNED by directors of the Vendor

SPLENDID LIVING LIMITED

in the presence of )

Advocate: ) Director

I, HEREBY CERTIFY that the above Abdifatah Bille director of the Vendor appeared
before me and being known to me, acknowledge the above signatures or marks to be
theirs and that they had freely and voluntarily executed this document and understood
its contents.

___________________________

Advocate

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SIGNED by Purchaser

MUMIN OSMAN HASSAN

in the presence of )

Advocate: ) Director

I, HEREBY CERTIFY that the above MUMIN OSMAN HASSAN appeared before me on
the ________ the day of __________________ 2023 and being known to me, acknowledge
the above signatures or marks to be theirs and that they had freely and voluntarily
executed this document and understood its contents.

___________________________

Advocate

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