Date as of the day of 2012

VICTORIA WANGECI MUNYI

(as vendor)

-and-

FAIR VIEW COMPANY LIMITED

(as the purchaser)

AGREEMENT TO SALE

In respect of land comprised in the property known as

Land Reference Numbers 312/20 (1.1. Ha) and 312/21 (1 Ha.)

Nyamache sublocation, Kisii Municipal Council

Nane & Nane Co. Advocates

Mshale House

Mshale Road

P.O Box 3434-00100

NAIROBI

Telephone No. 232345

Fax No.3454323

E-Mail Address; nbi@naneadvocates.com

 AGREEMENT FOR SALE

THIS AGREEMENT is made the … … … day of … … … … … … … Two Thousand and

twelve

BETWEEN:-

(1) VICTORIA WANGECI MUNYI (hereinafter called “the Vendor” which expression
shall where the context so admits include its successors and assigns) of Post Office Box Number
65478- 00100 Nairobi Kenya.

AND

(2) FAIR VIEW COMPANY LIMITED (hereinafter called “the Purchaser”) of Post
Office Box Number 7865- 00100 Nairobi Kenya.

IT IS HEREBY AGREED AND DECLARED as follows:

1. Definitions And Interpretation

1.1 In this agreement, unless the context otherwise requires, the following expressions shall
have the following meanings:
1.1.1 “ Completion” means completion of the sale and purchase of the Property, whether or not
it takes place on the Completion Date;

1.1.2 “Leases” means the leases (and any other arrangement allowing the occupation or
enjoyment of the Property) subject to which the Vendor holds its interest in the Property;

1.1.3 “Properties” means the leasehold property more particularly Land Reference Numbers
312/20 (1.1. Ha) and 312/21 (1 Ha.);

1.1.4 “Purchase Price” means the sum of Kenya Shillings Ninety Eight Million (K.Shs
98,000,000);

1.1.5 “Purchaser’s Advocates” means Nane & Nane Co. Advocates, Mshale House, Mshale
Road P.O Box 3434-00100 Nairobi;
1.1.6 “LSK Conditions” means the Law society Conditions of in Sale (1989 Edition);

1.1.7 “Business Day” means any day other than a Saturday, Sunday or a gazette public holiday in Kenya;

1.2 In this agreement, unless the context otherwise requires, reference;

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

1.2.2 The expression “person” shall include any legal or natural person, partnership, trust,
company, joint venture, agency, state corporation, government or local authority
departments or other body( whether corporate or unincorporated);

1.2.3 The expression “registration” means due and effective registration of the transfer in
respect of the property in Land Titles Registry in Nairobi in favor of the purchaser or the
purchaser’s nominee;

1.2.4 The word “tax” shall be construed so as to include ant tax( including value added
tax)levy, impost, assessment, duty or other charge of a similar nature(including, without
limitation, value added tax, stamp duty and any penalty or interest payable in connection
with any failure to pay or any delay in paying any of the same) and “taxation” shall be
construed accordingly and the expression “competent taxing authority” means, in respect
of any state or administrative division thereof, any government or local authority,
monetary agency or central bank having power to collect or levy taxes.
1.2.5 The term “ parties” means the parties to this agreement and “party” shall be construed
accordingly; and

1.2.6 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

1.3 In this agreement any references to any document means that the 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.

1.4 Any covenant by a party not to do an act or thing shall be deemed to include an obligation
not to permit or suffer such act or thing to be done by another person so far as this is within
his power or control.

2 Law Society Conditions of Sale.

The sale and purchase of the property is subject to the LSK Conditions of sale (1989 Edition)
in so far as they are not inconsistent with the conditions contained in this Agreement.

3 Agreement For Sale And Purchase

3.1 The interest in the Properties to be sold is leasehold

3.2 The Vendor has agreed to sell and the Purchaser has agreed to purchase the Properties at
the purchase price and upon the terms and conditions set out in the agreement.

3.3 The interest in the property will transferred to the purchaser after the lease has been
renewed.
4 Deposit.

4.1 On or before the date of signing this Agreement, the Purchaser shall pay a deposit of
Kenya Shillings Nine Million Eight Hundred Thousand (K.Shs.9,800,000.00) being ten per
cent (10%) of the Purchase Price (“the Deposit”) to the Vendors Advocates on account and
as security for the due performance of the Purchaser’s obligations under this Agreement.

4.2 The Deposit is to be held on terms that interest accruing on the Deposit for the period until
completion is to be paid to the Vendor.

4.3 The balance shall be secured by an undertaking issued by the purchaser’s advocate in
accordance with clause 10.1
5 Completion

5.1 The Completion Date shall be ninety(90) Business Days after the renewal of the lease(or
if such date is not a Business Day, on the first Business Day falling after the aforesaid
ninety(90 days) or such other date as the Vendor and the Purchaser may agree in writing.

5.2 Completion shall, unless otherwise agreed in writing between the Vendor and the
Purchaser take place at the office of the purchaser’s advocate.

5.3 On or before the Completion Date, the Vendor shall allow the Purchaser’s Advocate to
inspect the completion Documents at the Purchaser’s Advocate’s office. Upon inspection
by the purchaser’s Advocates of the completion Document and confirmation by the
Purchaser’s Advocate that the Completion Documents are in order.

5.4 On or before the completion date, the vendor shall deliver the following completion
documents to the Purchaser’s Advocate;

5.4.1 The original Certificate of Title in respect of the Property registered;

5.4.2 A Transfer duly executed by the Vendor in favor of the Purchaser or its nominee(s) or as
directed by the Purchaser;

5.4.3 Original municipal council rates receipts issued by Kisii Municipal Council evidencing
payments of rates;

5.4.4 Original Rates Clearance Certificate in respect of the property valid for at least twenty
one (21) days from the Completion;

5.4.5 Original land rent payment receipts;

5.4.6 Original Land Rent Clearance Certificates in respect of the property;

5.4.7 Original consent to transfer the property issued by the Commissioner of Lands;

5.4.8 Copy of PIN certificate and national identity card of the Vendor;

5.4.9 Three (3) colored passport-sized photographs of the vendor;

5.4.10 A valuation form for the purpose of stamp duty completed by the vendor;
5.5 The purchaser’s advocate shall there after proceed with the stamping and the registration of
the transfer in respect of the property in favor of the Purchaser.

6 Matters affecting the property

The property is sold subject to the Acts and conditions expressly set out in the Grant in respect
of the Property but otherwise free from encumbrances or easements, quasi easements, right of
way, profits, rights of light and other overriding interests.

7 Outgoings of the Property

The Vendor will procure that the Outgoings up to the Completion Date have been paid in
full. All Outgoings if any in respect of the Property shall be apportioned as of the date of
registration

8 Assignments

8.1 The formal transfer of the property shall be drawn in favor of the purchaser and/or its
nominee

8.2 The Purchaser shall be entitled to assign and novate the benefit of this agreement to its
nominee

9 Legal and Other Costs

9.1 Each party shall bear its own Advocates costs in respect of this transaction.

9.2 The Purchaser shall bear the costs of all stamp duty, registration fees and other charges
payable with respect to the Transfer of the Properties.

10 Special Conditions
Notwithstanding any other provisions of this Agreement, the sale and purchase of this property is
subject to;

Vendor has a limited period of one (1) year from the date hereof to obtain a lease extension.
10.1 The vendor should give the purchaser evidence showing they have begun the process to
apply for renewal of the lease.
The vendor is liable to pay for all the land rates and rent that had accrued between 23rd June
2003 and the day the lease will be renewed. This is subject to section 60 the Land Registration
Act 2012.
10.2 If the vendor does not succeed in extending the lease according to clause 10.1, the
Purchaser shall in its sole discretion have the right to either;

10.2.1 Rescind this agreement; or

10.2.2 extend from time to time the date of the extension of the lease provided always that the
purchaser may in its sole discretion rescind this agreement at any time the Vendor shall
not be ready, able or willing to complete.

The Vendor shall refund the Deposit plus interest accrued upon lapse of a period of one (1)
year in failure of obtaining the lease extension.
11 Warranties

11.1 There is no circumstance which( with or without the taking of other action) would entitle
any third party to exercise a right or power of entry or to take possession or which would
in any other way affect or restrict the continued possession, enjoyment or us of the
property for its present purpose.

11.2 The vendor is not in breach of The Environmental Management and Co-Ordination Act,
1999 or the Physical Planning Act (cap. 286, Laws of Kenya)

11.3 There is no boundary disputes relating to or regarding the property

11.4 The description of the property and the area of the property set out thereon is correct in all
respects; and

11.5 The parties agree that if any of the warranties is untrue or misleading or has been breached,
the purchaser shall be entitled, upon serving a notice in writing to the Vendor and without
prejudice to any other rights or remedies available to the purchaser, to terminate this
agreement as to the date specified in the notice and all monies paid by or for account of the
Purchaser to the Vendor pursuant to or under this agreement shall be repaid forthwith to
the purchaser in full.

12 General

12.1 If any term or condition of this Agreement shall to any extent be found or held to be
invalid or unenforceable, the parties shall negotiate in good faith to amend such terms or
conditions so as to be valid and enforceable and to be construed with the interests of the
parties as contained herein.

12.2 Each of the provision of this agreement is severable and distinct from the others and, if at
any time one of this provisions is or becomes invalid, illegal or unenforceable, the legality
of the remaining provisions shall not in any way be affected or impaired.

13 Arbitration
Should any dispute arise regarding this agreement, the parties shall in the first instance attempt to
solve such disputes by negotiation. If negotiation fails, either party may declare a dispute by
written notification to the other, where upon such a dispute shall be referred to arbitration.
14 For purposes of this Agreement time shall be of the essence.
IN WITNESS WHEREOF the duly authorized representatives of the Vendor and the Purchaser
have hereunto set their hands on the date herein before mentioned,

The Vendor

SIGNED by VICTORIA WANGECI MUNYI

In the presence of:

ADVOCATE

The purchaser

SEALED with the Common seal of )

FAIR VIEW COMPANY LIMITED )

in the presence of:- )

Director )

Director/Secretary )

DRAWN BY

Nane & Nane Co. Advocates

Mshale House

Mshale Road

P.O Box 3434-00100 NAIROBI