BIDIIUZ A and BIDIIUZA

(the “Vendors”)

- and -

BIASHARANUNUA LIMITED
(the “Purchaser”)

AGREEMENT
for the Sale and Purchase of shares
in VUMBUAKampuni Limited

DRAWN BY:
KARDSPEARS Advocates,
P.O BOX 4567-00100,
7 th Floor UAP Towers, Upperhill
Nairobi.
Email: [email protected].
THIS AGREEMENT is made on 7th the day of April 20232020

BETWEEN

(1) BIDIIUZA AND BIDIIUZA whose names and addresses appear in column 1 of Schedule 1
hereto (together the “Vendors”);

(2) BIASHARANUNUA LIMITED a limited liability company incorporated in Kenya under

company registration number RCM/17864CPR/2004 having its registered office at Kazii
NzuriBara Bora, Town, Nairobi, Kenya (the “Purchaser”);

WHEREAS:

(A) VUMBUAKampuni Limited (the “Company”) is a private company limited by shares with
an authorizedauthorised share capital of KES 1M divided into 10,000 shares of KES 100
each all of which have been issued and are fully paid or credited as fully paid.

(B) The Vendors have agreed with the Purchaser to sell or procure the sale to it of the Sale Shares
(defined below) upon the terms and conditions hereinafter contained.

NOW IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions
In this Agreement and in the Schedules hereto (unless the context otherwise requires) the
following words and expressions have the following meanings:

“Accounting Standards” means international financial reporting standards promulgated

by the International Accounting Standards Board to the extent applicable in Kenya.

“Affiliate” means any other person that directly or indirectly controls, is controlled by or
 is under common control with the person. For the purposes of this definition, “control”
means the possession, directly or indirectly, of the power to direct or cause the direction
of the management and policies of a person, whether through the ownership of voting
securities, by contract or otherwise, and includes without limitation:

(i) (i) ownership directly or indirectly of 50.1% or more of the shares in issue or
other equity interest of such person or
(ii) (ii) the power directly or indirectly to appoint a majority of the members of the
board of directors or similar governing body of such person;

“Business Day” means a day (other than Saturday and Sunday) when banks are open for
business in Kenya;

“Completion Date” means the fifth Business Day after the Long Stop Date;

“Conditions” means the conditions set out in clause 4 (Conditions Precedent);

"Disclosed" means set out or referred to in the Disclosure Letter;

"Disclosure Letter" means the letter from the Vendors to the Purchaser in relation to the
Vendors' Warranties and having the same date as this Agreement, the receipt of which
has been acknowledged by the Purchaser;
“Encumbrance” means any interest of any person including, without limitation,
debenture, mortgage, charge, pledge, power of sale, right of first refusal, lien, deposit by
way of security, assignment, or title retention, any beneficial ownership, any provisional
or executional attachment;

“Group” means the Company and its Subsidiaries and “Group Company” shall mean
any one of them;

“Group Accounts” means the consolidated annual report and financial statements of the
Company as at [date] together with the related directors’ reports and auditors' reports and
includes all notes and other documents annexed thereto in accordance with any legal
requirement or otherwise;
“Intellectual Property Rights” means trademarks, service marks, trade and business
names, rights in designs, patents, copyright, database rights, moral rights and rights in
know-how and other intellectual property rights in each case whether registered or
unregistered and including applications for the grant of any of the foregoing and all rights
or forms of protection having equivalent or similar effect to any of the foregoing which
may subsist anywhere in the world;

“Long Stop Date” means the last Business Day which is [days] from the Signing Date or
such earlier date as the parties issue a notification and on or by which, the Conditions
have been fulfilled or waived;

"Kenya" means the Republic of Kenya;

"Kshs" means Shillings, the currency of Kenya;

“Party” means a party to this Agreement and includes its successors in title, personal
representatives, and assigns and “Parties” mean more than one Party;

“Properties” means all or any of the immovable properties of the Group described in
the Disclosure Letter; “Sale Shares” means the 10,000 shares being sold by the Vendors
to the Purchaser under this Agreement; “Signing Date” means the date on which the last
Party to sign this Agreement signs this Agreement; “Subsidiaries” means the
companies more particularly listed in Schedule 2;

“Taxation” or “Tax” means any form of taxation duty levy impost charge national social
security or other similar contribution or rates whether created or imposed by any
governmental state federal local municipal or other body and whether in Kenya or
elsewhere and also including any related penalty interest fine or surcharge.

"USD" and “Dollars” means dollars, the currency of the United States of America;
“Vendors’ Warranties” means the representations and warranties of the Vendors set out
Schedule 3 and “Vendors’ Warranty” means any one of them; and
1.2 Interpretation

1.2.1 Expressions in the singular shall include the plural and vice versa and expressions in the
masculine shall include the feminine and vice versa and references to persons shall include
corporations and vice versa.

1.2.2 References to recitals clauses and schedules are references to recitals and clauses of and
schedules to this Agreement.

1.2.3 The headings used in this Agreement are inserted for convenience only and shall not affect
its construction or interpretation.

2. SALE SHARES

2.1 Subject to the terms of this Agreement:

2.1.1 the Vendors as beneficial owners shall sell and the Purchaser shall purchase the Sale Shares
free from all Encumbrances and with all attached or accrued rights as at the Completion
Date, payment for which shall be made in accordance with clause 3.2.

2.2 Each of the Vendors waives any rights of pre-emption or other rights over any of the Sale
Shares conferred to any of them either by the Articles of Association or the Company or in any
other way.

3. CONSIDERATION

The consideration payable for the Sale Shares shall be the sum of KES [1] M. The consideration
shall be payable by RTGS in immediately available funds on Completion in accordance with
clause

4. CONDITIONS PRECEDENT

4.1 Completion shall be conditional on the following conditions having been fulfilled or waived
on or before the Long Stop Date:

4.1.1 the approval of the Competition Authority of Kenya for the consummation of the
 transactions contemplated by this Agreement.

4.1.2 the warranties contained in this Agreement remaining true and accurate and not misleading
in any material respect as of the Completion Date by reference to the facts, events and
circumstances then existing.

4.2 Each Party shall give to the other Parties notice of the satisfaction of each of the Conditions
for which it is responsible to procure or obtain, provided that a delay in doing so shall not
constitute or result in a breach of this Agreement.

4.3 A Party may, to the extent that is lawful to do so and with the agreement of the other Parties,
at any time in writing waive wholly or in part and conditionally or unconditionally any of the
Conditions.

4.4 If any of the Conditions has not been fulfilled by the Long Stop Date because the party
responsible for satisfaction of the relevant Condition has not fulfilled its obligations
pursuant to clause 4.3, the non-defaulting party shall have the right, at its absolute
discretion, to serve notice on the defaulting party terminating this Agreement and in that
event:

4.4.1 the whole of this Agreement (other than clauses (Confidentiality) and (Governing Law and
Dispute Resolution) inclusive and each provision of this Agreement necessary for a Party
to enforce those clauses, by which the Parties shall remain bound) shall automatically
terminate.
5. PRE-COMPLETION COVENANTS

5.1 The Vendors covenant with the Purchaser that between the Signature Date and the
Completion Date, the Group will:

5.1.1 carry on its business in the ordinary and usual course and, in all material respects, in
accordance with all agreements and arrangements that are binding on it and all applicable
laws, regulations and other requirements having the force of law;

5.1.2 not make any acquisition of shares in another company or acquire any business
undertaking;

5.1.3 not declare, pay or make a dividend or other distribution;

5.1.4 not borrow money, accept a new financial facility in excess of KES 50M.

5.1.5 not create or issue debt securities, or grant a right to acquire debt securities;

5.1.6 not make a capital expenditure or capital commitment outside the ordinary course of
business, which is not at arm’s length and which in the aggregate exceeds KES 50M in
any given month;

5.2 Notwithstanding any of the foregoing, the Group shall be entitled to do any of the things
specified in clause 5.1 with the prior written consent of the Purchaser.

6. COMPLETION

6.1 Completion of the sale and purchase of the Sale Shares shall take place on the Completion
Date at the offices of the Vendors' Advocates.

6.2 On the Completion Date:

6.2.1 the Vendors will procure:

6.2.1.1 delivery to the Purchaser of the duly executed share transfer form in favor of the
Purchaser in respect of the Shares

6.2.1.2 stamp duty Form D in respect of the value of each of the Sale Shares;

6.2.1.3 certified true copies of the PIN Certificate issued to each the Vendors by the Kenya
Revenue Authority (if any);

6.2.1.4 letters of resignation and statutory declaration duly executed by two of the existing
directors of the Company;

6.2.1.5 [other items to be done by the Seller on Completion]

6.2.3 the Purchaser will pay the consideration in accordance with clause 3 (Consideration) and
shall deliver to the Vendors' Advocates confirmation of payment on Completion.

7. SELLORS WARRANTIES

7.1 In consideration of the Purchaser agreeing to purchase the Sale Shares on the terms contained
 in this Agreement, the sellors hereby:

7.1.1 warrant to the Purchaser in the terms set out in Schedule 3;

7.1.2 warrant to the Purchaser that the Vendors' Warranties will be true and accurate in all
respects as if they had been made or given at Completion and on the basis that a reference
to the actual time of Completion were substituted for any express or implied reference to
the time of this Agreement.

7.2 The sellor shall be entitled to update the Disclosure Letter at any time prior to Completion.
8. PURCHASER’S WARRANTIES

8.1 The Purchaser hereby represents and warrants that:

8.1.1 it validly exists as a limited liability company incorporated in Kenya and has all power and
authority required to execute and deliver this Agreement and to perform its obligations hereunder;
and

8.1.2 it has the full right, power and authority to enter into, execute and complete this Agreement
and has taken all necessary action to authorize the execution of this Agreement.

8.1.3 the execution, completion and performance of this Agreement will not conflict with or
violate any law applicable to it.

9. COSTS

Each party shall bear its own costs incurred in connection with the negotiation
preparation, completion and implementation of this Agreement, but any stamp duty and
registration fees payable in respect of the transfer of the Sale Shares shall be borne and
paid by the Purchaser.

10. FURTHER ASSURANCE

The parties hereto shall and shall use their respective reasonable endeavors to procure that
any necessary third parties and any other party shall do execute and perform all such
further deeds documents assurances acts and things as any of the other parties hereto may
 reasonably require by notice in writing to the others to carry the provisions of this
Agreement into full force and effect.

11. ACCRUED RIGHTS

The termination of this Agreement howsoever caused (save by rescission under this
Agreement) shall be without prejudice to any obligations or rights of any of the parties
hereto which shall have accrued prior to such termination and shall not affect any
provision of this Agreement which is expressly or by implication provided to come into
effect on or to continue in effect after such termination.

12. CONFIDENTIALITY

12.1 Each Party hereby undertakes to the other that it shall and shall procure that all persons
controlled by it shall at any time hereafter (save with the prior written consent of the other
Party) treat as confidential and shall not disclose, before Completion, to any third party
any information concerning the existence of this Agreement, the Company and its
Affiliates, or any transaction or matter contemplated hereunder.

12.2 The termination of this Agreement for whatever reason shall not affect the provisions of this
clause (Confidentiality) which shall survive in the event of the termination of this Agreement as
provided herein.

12.3 No Party shall make or permit any announcement or other communication concerning the
sale and purchase of the Sale Shares or any ancillary matter before Completion except as
required by law without the prior written approval of the other Party.

13. GENERAL
13.1 This Agreement constitutes the entire agreement between the parties hereto in respect of the
matters dealt with herein and supersedes cancels and nullifies any previous agreement or
arrangement between the parties hereto in relation to such matters notwithstanding the
terms of any such agreement or arrangement including any terms as to any rights or
provisions expressed to survive termination.
13.2 No variation of this Agreement shall be valid or effective unless made by one or more
instruments in writing signed by such of the Vendors as would be affected by such variation and
the Purchaser.

13.3 No waiver by any Party of any of the requirements hereof or of any of its rights hereunder
shall release any other Parties from full performance of their remaining obligations stated
herein.

13.4 This Agreement shall remain in force and effect after Completion in respect of any matters
covenants and conditions which shall not have been done observed or performed prior
thereto and all representations warranties and obligations of the Parties shall (subject to
the terms of this Agreement and except for any obligations fully performed on
Completion) continue in full force and effect notwithstanding Completion.

13.5 The obligations of the Vendors under this Agreement are joint and several.

13.6 This Agreement may be executed in more than one part or counterpart, each of which shall
be deemed to constitute an original and shall become effective when one or more such
parts or counterparts have been signed by all of the Parties hereto and (so signed)
delivered to each of the Parties hereto.

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1 This Agreement and its performance shall be governed and construed in all respect in
accordance with the laws of Kenya.

14.2 If a dispute arises out of or in connection with this Agreement, including any question as to
its existence, validity or termination, the Parties shall seek to resolve the matter in dispute
by good faith negotiations between them and failing agreement after twenty (21) days
from the commencement of such negotiations the parties shall be finally settled by the
Courts of Kenya.
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed
on its behalf by its duly authorized officer as of the date first written above.
Signed by
ROY KORIR: ) Signature;
(C.E.O BIDII AND BIDII COMPANY LIMITED) )
In the presence of: -
(Witness) )
) Name;
) Signature;
) I.D:
) P.I.N:
VENDOR’S ADVOCATE
CERTIFICATE
I………KINDA KARIMI………………., an Advocate of the High Court of Kenya who
witnessed the execution of this Agreement CERTIFY that……………. appeared before me on
the ………………………day of………………………………20…………...and (being known to
me/being identified to me by………………………) acknowledge the above
signature or mark to be his/hers/theirs and that he/she /they had freely and voluntary executed this
instrument and understood its contents.
……………………………………………………………………Advocate’s Signature
Signed by: -
WANZA KIRAGU: ) Signature;
(The Director BIASHARA COMPANY LIMITED) )
In the presence of: -
(Witness) )
) Name;
) Signature;
) I.D:
 ) P.I.N:
PURCHASER’S ADVOCATE
CERTIFICATE
I………………………………………………., an Advocate of the High Court of Kenya who
witnessed the execution of this Agreement CERTIFY that……………………………….appeared
before me on the ………………………day of………………………………20…………..and
(being known to me/being identified to me by………………………) acknowledge the above
signature or mark to be his/hers/theirs and that he/she/they had freely and voluntary executed this
instrument and understood its contents. ……………………………………………………………
Advocate’s Signature

DRAWN BY:
KARDSPEARS ADVOCATES,
P.O BOX 4567-00100,
7th FLOOR UAP BUILDING, NAIROBI
EXECUTION BLOCK

Schedule 1

The Vendors

Vendors Names and Addresses Number of Shares in the

(Column 1) Company Sold (Column 2)

Bidii 100

Address:

[●]

E-mail:

[●]

Bidii 9,900

Address:

[●]

E-mail:

[●]

Total 10,000

Schedule 2

Subsidiaries

Name of Entity Address Number of shares held by the

 Company in the entity

Bidii Holdings Limited P.O. Box [●] 1,600 (100%)

CPR/2001

Bidii Limited P.O. Box [●] 3,999 (99%)

CPR/2012

Schedule 3

Vendors’ Warranties

The Vendors’ Warranties undertakings and representations referred to in clause [x] (Warranties
and Representations) of the Agreement to which this is a Schedule ("this Agreement") are that:

1. Capacity and Ownership of Shares

1.1 The Vendors have full legal title to the Sale Shares in the Company.

1.2 There is no litigation arbitration prosecution administrative or other legal proceedings or

dispute in existence or threatened against the Vendors in respect of the Sale Shares.

1.3 The Company has not exercised nor purported to exercise or claim any lien over the Sale
Shares and no call on any such Sale Shares is outstanding and all such Sale Shares are fully paid
up.

1.4 The particulars of the Group set out in schedule 2 are true and accurate.

2. Corporate Matters

2.1 Each Group Company has been duly and validly incorporated and no order has been made
nor petition presented, or resolution passed for the winding up of any Group Company.

2.2 The register of members and all other statutory books of the Company is up
to date.

3. Assets and Charges

Except for assets disposed of in the ordinary course of its business and except as Disclosed, the
Group is the absolute owner of and has beneficial title to all assets included in the Group’s
Accounts.

4. Intellectual Property Rights

The Group is the sole beneficial owner of its Intellectual Property Rights.

5. Obligations

The Group has conducted its business in all material respects in accordance with all applicable
laws and regulations and there is and has been no material violation of or default in respect of any
applicable law or regulation or judgment.

6. Loans etc.

All loans made by the Group have been Disclosed and no loan or other form of financial
accommodation made by the Group has been made in breach of either of the Companies Act and
no loan has been made other than in the ordinary and proper course of business and at a
commercial rate of interest.

7. Business and Contractual Arrangements

7.1 Save as Disclosed, the Group is not party to any commitments, contracts or arrangements
which are unusual, long-term (namely either taking more than twelve months to perform or not
terminable on twelve months’ notice or less), onerous, not wholly on an arm’s length basis or not
in the ordinary course of day to-day trading.

7.2 The entering into and performance of this Agreement will not and is not likely to cause the
Group to lose the benefit of any right or privilege it presently enjoys

8. Powers of Attorney

The Group has not given any power of attorney which remains in force and effect.

9. Employees and Pensions

9.1 Save as Disclosed, there are no outstanding claims against the Group by any person who is
 now, or has been, an officer or employee of the Group.

9.2 The Group has at all times complied in all material respects with the Employment Act, 2007
in respect of all its employees.

10. Insurance

10.1 All insurance policies of the Company are in full force and effect all premiums due on the
policies have been paid.

11. Carrying on business

11.1 All regulatory approvals, certificates, licences, consents, permits and authorisations have
been obtained by and are in the possession of the Group to enable the Group to carry
on its business and all such approvals, certificates, licences, consents, permits and
authorisations are valid and subsisting.

12. Taxation

12.1 Save as Disclosed, all Taxation of any nature whatsoever for which the Group is liable for
under Kenyan law and which has fallen due for payment has been duly paid.

12.2 The Group has made all deductions and withholdings in respect, or on account, of any Tax
from any payments made by it which it was obliged to make and have accounted to the
appropriate Tax Authority for all amounts so deducted or withheld where required to
do so.

12.3 The Group has not been or is not liable to pay any penalty, fine, interest or similar amount in
relation to Tax.

12.4 No claim has been made by the Group for the depreciation of any asset for Tax purposes,
which so far as the Vendors are aware may be disallowed.

12.5 For Tax purposes, the Group is and has been resident only in the jurisdiction in which it is
incorporated.

13. The Properties

13.1 The Properties comprise all the land and buildings owned or leased by the Group or used or
occupied by it.
13.2 The Company and the Subsidiaries have good title to the Properties.

13.3 The Properties are currently used for the purposes disclosed in writing to the
Purchaser.

14. Dividends
The Company has not declared any dividend or other distribution on or in respect of
any shares in the capital of the Company since incorporation.

15. Litigation, Criminal Offences, Pending Liabilities

15.1 Save as Disclosed, the Group is not (and has not within the two years preceding the date
hereof been) engaged in any litigation or arbitration.

15.2 Neither the Group nor any of its officers (in their capacity as such) has by any act or default
committed any criminal or illegal act in connection with the business of the Group.

15.3 The Group has not within the six years preceding the date hereof suffered any distress,
execution or other process nor has any judgment or order been made against it or its officers.
16. Group Accounts

16.1 The Group Accounts:

16.1.1 have been prepared in accordance with the Accounting Standards; and

16.1.2 present fairly the situation of the Group at the date and for the period to which they
respectively relate.

17. Completion

Each of the foregoing Warranties will be true and accurate at Completion.