GENILAND SA is GENILAND SA a limited liability company incorporated under RCCM 14-B-1908 – NIF A1114437F – N° ID NAT 05-F4200-N77834X pursuant to the Laws of the DRC and whose head office is located at 12, Avenue des Cyprès, Commune Kampemba, Lubumbashi, Province du Haut-Katanga in the said DRC (hereinafter referred to as the ”Vendor” which expression shall include its successors and assigns) of the one part (hereinafter referred to as the ‘‘Declarant’’ which expression shall include the Declarant’s successors in title and permitted assigns).

WHEREAS:

The Vendor is the holder of the rights of ownership of the land in accordance with the law of July 20, 1973 n° 73/021 concerning the general regime of property, the land and real estate regime and the regime of securities as amended and completed to date in the Land (hereinafter described), together with the infrastructure and improvements erected and being erected thereon.

The Vendor is in the process of establishing a mixed use development on the Land comprising residential developments, industrial developments, retail developments, commercial developments, tourism facilities, social facilities and recreational facilities (hereinafter referred to as “Phase 1 Kiswishi SEZ” [Special Economic Zone]) [110 Ha} in accordance with the overall project area Master Plan [c.4000 Ha] (hereinafter defined).

The Vendor has caused the Land to be delineated into various Parcels (as hereinafter defined) and shall designate the permitted uses in relation to such Parcels as well as impose development controls through restrictive covenants contained in the Declaration (hereinafter defined), covenants in the lease (Article 3 specially referring to “Precinct rules”) to the Property (hereinafter defined) as well as the rules of the Kiswishi SEZ Phase 1 Management Company (hereinafter referred to as “Phase 1 ManCo”) and the guidelines for construction and development as managed and controlled by the Development Control Committee (hereinafter referred to as “DCC” and later defined). The detailed rules and development controls are intended to ensure that the development retains its integrity and value for all investors in the project. For the avoidance of doubt, the provisions of the Declaration, the rules of the Phase 1 ManCo and the DCC design guidelines shall form part of this Agreement and shall be binding upon the Purchaser.

The Vendor has caused or shall cause the Land to be demarcated into various Parcels as more particularly delineated (for identification purposes only) on the overall Master Plan for the Kiswishi SEZ. The overall project Master Plan (sometimes referred to as the Structure Plan) can be amended by the Vendor from time to time.

The Vendor has caused or shall cause the various Phases to be demarcated into various Parcels as more particularly delineated (for identification purposes only) on the Phase 1 Phase Plan.

The Vendor will sell and the Purchaser will purchase one such Parcel(s) known as unit number [ ] situate on Phase 1 of Kiswishi SEZ residential area known as ‘KIMIA’ (hereinafter referred to as the “Property”) which comprises part of the Land for the Purchase Price (hereinafter defined) and subject to the terms and conditions hereinafter provided. For the avoidance of doubt the area is referred to as Phase 1 of KISWISHI SEZ. There will be three sub phases of Phase 1 Kiswishi SEZ being the Phase 1 Industrial Area, KIMIA residential area and KIMIA Downtown.

The transfer of the Property from the Vendor to the Purchaser is in consideration of the payment of the Purchase Price and shall be by way of the Land Lease Agreement (hereinafter defined).

The Vendor shall cause the Declaration to be registered against the Land Title for Phase 1 of KISWISHI SEZ and the Declaration shall be binding upon all purchasers, occupiers and visitors of Phase 1 of KISWISHI SEZ. Under Article 3 of the Land Lease Agreement reference is made to Precinct Rules. The Declaration is the overarching document for those rules.

The Vendor has incorporated the Phase 1 ManCo which will own and control the Common Areas (hereinafter defined) in Phase 1 of KISWISHI SEZ, provide (through its agent) the services as more particularly hereinafter described and with the mandate to preserve the values of Phase 1 of KISWISHI SEZ as more particularly hereinafter described. The Manco Rules form part of Article 3 of the Land Lease Agreement ‘Precinct Rules’.

The Phase 1 Manco is to operate, administer, manage and provide services in the Common Areas within KISWISHI on behalf of the Vendor.

NOW, THEREFORE, the Declarant hereby declares that Phase 1 Kiswishi SEZ is held and shall be held, conveyed, hypothecated, encumbered, leased, rented, used, occupied and improved in trust for the purchasers of the Parcels in Phase 1 of Kiswishi SEZ, but also their respective successors in title, heirs and permitted assigns and all end users including tenants and other occupants subject to the following covenants, conditions, restrictions, easements, charges and liens, all of which are declared and agreed to be in furtherance of a plan for the development, improvement and sale of the Property and are established and agreed upon for the purpose of enhancing and perfecting the value, desirability and attractiveness of the Property. All of the conditions, covenants and restrictions contained in this Declaration shall run with the real property and shall be binding on all parties having or acquiring any right, title or interest in the Property including tenants and other occupants thereof and shall inure to the benefit of each owner thereof and shall at all times be incorporated in any documentation relating to Phase 1 of Kiswishi SEZ by reference.

ARTICLE 1: PURPOSE

The purpose of this Declaration is to set out the covenants, conditions and restrictions that are imposed over the Property by the Declarant that will ensure that:

Phase 1 of Kiswishi SEZ is established as the first Phase of the overall mixed use project referred to as ‘Kiswishi SEZ’ which is a long term urban development near to Lubumbashi airport;

Phase 1 of Kiswishi SEZ will be established as a well-planned, well-managed community that is centred on the concept of work-live-play providing a comprehensive mix of land uses to cater for the needs of its residents and lawful visitors;

the development by the Developer and Operator of on-site infrastructure and all other related developments associated with the functional success of Kiswishi SEZ;

in consultation with the SEZ Authority a Development Control Committee is to be appointed by the Declarant/Phase 1 ManCo;

the proper, desirable use and appropriate development and improvement of each Parcel within Phase 1 of Kiswishi SEZ, as determined by the Declarant;

the investment of the owner of each Parcel is protected against such improper development and undesirable use of surrounding Parcels that would depreciate the value of the remaining Parcels;

the erection of attractive improvements that utilize sustainable and suitable building materials in appropriate locations, thereby preventing haphazard and inharmonious improvements;

the provision of Utility Services (where applicable) to all Phase 1 Kiswishi SEZ Owners is in accordance with the standards prescribed under the law in DRC and in a Financially and Environmentally Sustainable manner that ensures that Phase 1 Kisiwishi SEZ is a viable mixed-use Phase within the wider Kiswishi SEZ project;

the restrictions established by the Declarant are observed and to ensure and maintain proper planning and development controls, including but not limited to plot area ratios, build-to lines and setbacks, and height restrictions; require the development of energy and resource efficient buildings compliant with such building standards as may be prescribed in the Kiswishi SEZ overall project Master Plan, Phase 1 Kiswishi SEZ Plan and the Phase 1 DCC guidelines from time to time; and such other measures as may be necessary to encourage the overall character and theme established by the Declarant; and

high quality of improvements are undertaken on the Property.

ARTICLE 2: LEGAL DESCRIPTION

- The Property that is and shall be held, transferred, conveyed by way of a transfer, via a Sale Agreement and subsequent Sub Lease Agreement and occupied subject to this Declaration is located in Lubumbashi East for Phase 1 and comprises all Parcels within or upon the Property legally described as set forth in Schedule “A” which is attached hereto and incorporated herein by reference.

The Property is a designated Special Economic Zone pursuant to [insert details of the license]. Further, [insert details of obligations of the license].

The Phase 1 of Kiswishi SEZ Plan, annexed as Schedule B hereto is the conceptual layout for the development of Kiswishi SEZ, which may be modified and amended by the Declarant in its sole and absolute discretion from time to time required to develop Phase 1 of Kiswishi SEZ.

ARTICLE 3: DEFINITIONS

Unless the context otherwise specifies or requires, the terms defined in this Article 3 shall, as used in this Declaration, have the meanings herein set forth:

“Affiliate” means with respect to a party, any company or other legal entity directly or indirectly controlling, controlled by, or under common control with, the respective party and for the purposes of this Declaration means:

a body corporate which is a subsidiary of the other or two subsidiaries of the same body corporate; and

a company which is a subsidiary of the other or both are subsidiaries of the same body corporate;

“Architect” shall mean a person holding a certificate of registration to practice architecture in DRC under the authority of the [insert details of relevant regulations in DRC];

“Beneficiary” shall mean a mortgagee or chargee under a mortgage or charge as well as a beneficiary under a deed of trust;

“Building” shall include both the main portion of a structure and all projections or extensions thereof, and shall include garages, outside platforms and docks, canopies, porches, outbuildings and any other structure, whether of a temporary or permanent nature and irrespective of the materials used in the erection thereof, erected or used for or in connection with the accommodation or convenience of human beings or animals; the manufacture, processing, storage, display or sale of any goods; the rendering of any service; the destruction or treatment of refuse or other waste materials; the cultivation or growing of any plant or crop; any wall, swimming bath, swimming pool, reservoir or bridge or any other structure connected therewith; any fuel pump or any tank used in connection therewith; any part of a building; any facilities or system, or part or portion thereof, within or outside but incidental to a building, for the provision of a water supply, drainage, sewerage (if applicable in future, for now is within parcel septic tanks), stormwater disposal, electricity, gas supply (if applicable in future) or other similar service in respect of the building;

“Building Plans” shall mean detailed architectural layout and floor plans, landscape architecture plans, and any engineering drawings of proposed improvements providing, among such other information as the Phase 1 Kiswishi SEZ Development Control Committee may from time to time require, detailed layout and floor plans, elevations, specifications and uses; landscape plans and specifications indicating plant species, locations, quantities, landscaped areas and irrigation plans and specifications; specifications for all exterior materials; drawings and specifications relating to all exterior signage; engineering drawings and specifications for civil, electrical, mechanical, structural and wet services; a detailed rational fire design specifications and report. Buildings Plans shall be prepared according to the requirements of, and submitted in the format required by, the Phase 1 Kiswishi SEZ Development Control Committee and the relevant Competent Authority;

“By-laws’’ shall refer to the bylaws established by the Phase 1 Kiswishi SEZ Management Company in coordination with the SEZ Authority;

‘‘Common Areas’’ shall refer to the green areas, the utility areas, within Phase 1 Kiswishi SEZ and such other areas as shall be designated in the Kiswishi Master Plan for the common use and enjoyment of the Owners and/or the lessees, occupiers, invitees, licencees or lawful visitors of Phase 1 Kiswishi SEZ BUT EXCLUDING Roadways and Stormwater Systems;

‘‘Common Elements’’ shall include all facilities, utilities and other improvements found or located in Common Areas and Natural Open Spaces. For the avoidance of doubt, Common Elements shall exclude Roadways and Stormwater Systems (as hereunder defined);

“Common Expenses” shall include all those expenses incurred or to be incurred by the Declarant and the Phase 1 Phase 1 ManCo in the management and operations of the Common Areas and the Common Elements, costs of provision of urban management services, security and landscaping;

“Competent Authorities” means any Government entity whether at the National or Provincial level, having statutory or regulatory competence to promulgate rules and regulations having the force of law touching and concerning Phase 1 Kiswishi SEZ, the Property and the transactions and matters contemplated in this Declaration and “Competent Authority” shall be construed accordingly. For purposes of this Article, “Governmental Entity” means any relevant government agency or body, (including any sub-division, court, administrative agency, commission or other authority thereof) exercising any regulatory, taxing, importing or quasi-governmental authority. Primarily, Government liaison is expected to be managed on behalf of the Declarant by the SEZ Authority and the onsite One Stop Shop;

“Conditions of Approval” shall mean such conditions or requirements that the Phase 1 Kiswishi SEZ DCC may impose on the Owner of a Parcel in approving site development plans, Building Plans, and/or Certificates of Compliance, which may include the grant of easements/servitudes;

‘‘Declarant’’ shall mean GENILAND SA or the assignee to which it specifically assigns its rights as Declarant being the owner of all Phases of the Kiswishi SEZ;

“Declarant’s Appointee” means the Declarant’s Affiliates, third parties appointed by the Declarant or the Declarant’s Affiliates such as, without limitation, its servants, agents, independent contractors and the like and the Declarant’s Appointee shall be construed accordingly;

‘‘Declaration’’ shall mean this declaration of covenants, conditions and restrictions as it may from time to time be amended or supplemented;

‘‘Deed of Trust’’ shall mean a mortgage, charge as well as a deed of trust;

“Developer and Operator” means GENILAND SA as the Owners of the entire Kiswishi SEZ project land of c.4000 Ha;

“Development Guidelines” means any and all of the following either individually or collectively (as amended from time to time):

this Declaration;

the Kiswishi SEZ overall project Master Plan (land use plan and layout);

the Sale Agreements and subsequent Leases over each Parcel;

the Design Guidelines as promulgated by the Phase 1 DCC from time to time; and

the Restrictions, the Rules and Regulations, and the By-Laws as managed by the Phase 1 ManCo.

“Development Controls” means the permitted use in relation to any part of the Property and each parcel as well as such other controls on Development that the Declarant, the Phase 1 DCC or the Declarant’s Appointee may impose through, without limitation the Development Codes and all matters expressly set out therein, and which shall be enforced by the Declarant, the Phase 1 Development Control Committee or the Declarant’s Appointee PROVIDED THAT the Development Controls shall not interfere with the permitted use of the Property;

“Development Control Committee” means the committee that reviews and approves the architectural and structural drawings as part of the Phase 1 ManCo herein known as the “DCC”

“Development Program” means a detailed time programme of works to be undertaken in respect of each Owner’s Development which shall be submitted to the Development Control Committee in accordance with this Master Declaration;

‘‘Engineer’’ shall mean a person holding a certificate of registration to practice structural, mechanical and/or civil engineering in DRC [insert reference to the relevant act];

“Financially Sustainable” in relation to the provision of a Utility Service, means the provision of a Utility Service in a manner aimed at ensuring that the financing of that Utility Service is sufficient to develop, operate, maintain, repair and replace the physical assets used in the provision of the Utility Service;

“Gross Buildable Area” or “GBA” shall mean the total sum square metres of the area covered by the buildings at the floor level of each storey at each parcel, provided that roofs (unless they include a loft or similar occupiable space); eaves, sunscreens and other architectural features; uncovered internal courtyards and light wells; public arcades connecting public spaces; and uncovered areas for parking and loading; are excluded from the calculation of gross building area;

“Hazardous Material” shall mean any chemical, waste, gas, medicine, drug, plant, animal or microorganism which is likely to be injurious to human health or the environment and any other material declared as such under the [insert relevant Environmental Act details] (as may be amended from time to time);

‘‘Improvements’’ shall mean buildings, outbuildings, underground installations, gradings, slope and drainage alterations, earth works, roads, driveways, parking areas, fences, screening walls and barriers, retaining walls, stairs, decks, windbreaks, landscaping, plantings, planted trees and shrubs, signage, poles signs, lighting, loading areas, and all other man-made changes to the natural configuration and vegetation of the Property, whether above or below the land surface;

“Infrastructure Maintenance and Upgrade Levy” shall mean the amount payable to the Declarant comprising of the proportionate amount of the Service Charge payable by an Owner in respect of any emergency, anticipated and planned Assessments and cost of maintaining, repairing, amending, altering, rebuilding, renewing and reinstating of the following infrastructure within the Property, which amount may be amended or revised by the Declarant from time to time and which shall be paid into the Phase 1 Phase 1 ManCo sub-account to be maintained by the Declarant:

Roadways and Stormwater Systems (defined below);

street lighting;

man-made water reservoirs and water courses; and

Natural Open Spaces (defined below).

“Management Company” shall mean a company appointed by the Declarant and is referred to as ‘Phase 1 ManCo’;

“Natural Open Space” shall mean the network of rivers, riparian buffer zones, parks, conservation areas and ecological corridors provided for in the Phase 1 Kiswishi SEZ Phase Plan;

“Natural Resources” shall mean natural assets occurring in nature within the confines of the Project that can be used for economic production or consumption and shall expressly exclude all natural resources categorised under [insert reference to relevant legislation in DRC];

“Occupancy Agreement” shall mean …

‘‘Occupant’’ shall mean a lessee or licensee of an Owner, or any other person or entity other than the Owner, in lawful possession and/or occupation of a Premises and/or Parcel with the permission of the Owner;

‘‘Owner’’ shall mean and refer to the registered owner, whether one or more persons or entities, of a leasehold interest to any of the Parcels being a part of the Property described in Schedule A attached hereto, but excluding those having such interest merely as security for the performance of an obligation, provided, however, that the purchaser at a foreclosure sale or trustee’s sale shall be deemed an Owner;

‘‘Parcel’’ shall mean and refer to any fractional part of the Phase as subdivided on parcel maps registered from time to time at the SEZ Authority onsite One Stop Shop, with the exception of areas dedicated to the public use and shall include houses, apartments, shops, office floors, office suites or any other unit that is developed and sold, leased or sub-leased to an end user on the basis of a lease;

“Permitted User” shall mean the use of any portion of the Property as defined by the Declarant in the Phase 1 Kiswishi SEZ Phase Plan, the Parcel Plans and the leases in favour of each of the Owners;

‘‘Person’’ shall mean any individual, firm, corporation, partnership, association, trust or other legal entity or any combination thereof;

“Physical Planning Standards” means the development standards and the design guidelines of Phase 1 Kiswishi SEZ DCC that are annexed to the terms sheet;

“Planning and Design Review Requirements” shall mean all the planning and design requirements stipulated in this Declaration, sale agreement and lease agreement for a Parcel (Article 3 refers to Precinct Rules these form part of those also), the Physical Planning Standards and any rules, regulations or other standards and guidelines issued by the Declarant, or by the Phase 1 ManCo or Phase 1 DCC on its behalf (in that order or priority);

“Phase” shall mean and refer to the parcel of land identified by each Phase Plan registered at the relevant Government authority as a Phase (or a Zone) of the overall project Master Plan for Kiswishi SEZ. There are no preconceived limits as to the size, number, or shape of said Phase, which shall be created from the Property described in Schedule “A”. The Declarant may enlarge or reduce such Phase or create new Phases within such Phase by the registration of a new or amended Phase Plan at the relevant Government authority as a Phase (or a Zone). The subdividing of any Phase will not operate to establish any new Phases unless approved by the Declarant;

“Phase Plans” shall means the plan for each defined Phase which shall, in line with the Kiswishi SEZ overall project Master Plan, provide sufficient information for the subdivision of the Phase and the design of public open spaces and individual developments and which shall provide sufficient planning detail within its Physical Planning Standards with regard to uses, plot area ratios, gross buildable area, coverage and height restrictions per plot; the public open space network; vehicular movement network; pedestrian movement network. The Phase Plan shall be prepared according to the requirements of, and submitted in the format required by, the Declarant in the first instance and thereafter, the Development Control Committee and the relevant County Government and/or local authority;

“Premises” shall mean developed buildings or portions within a Phase;

‘‘Project’’ shall refer to all the developments comprising all the infrastructure, amenities, buildings, and all Improvements constructed on the Property in accordance with the Kiswishi SEZ Master Plan, Phase Plans, Site Development Plans and Building Plans and subject to this Phase 1 Declaration and other Phase Declarations, which is alternatively referred to as the “Kiswishi SEZ”;

‘‘Property’’ shall refer to that real property described in Schedule A hereto;

“Restrictions” means all notices, orders, resolutions, demands, requirements, regulations, agreements, directions or other matters affecting the Property and the Buildings as may be promulgated or made by any Competent Authority or Person whether or not having the force of law;

“Roadways” shall mean part of Kiswishi Phase 1 SEZ that involves the road network (comprising inter alia, roads, bridges, foot paths designed and/or improved for ordinary use by vehicular traffic, pedestrians and cyclists) and drainage system owned by the Declarant;

‘‘Rules and Regulations’’ shall mean such rules which shall be issued or promulgated from time to time by the Declarant, the DCC, the Phase 1 ManCo or Kiswishi SEZ Utilities Entities in accordance with the provisions of this Declaration relating to any aspect of the overall Kiswishi SEZ project;

“Service Charge” shall include rates, land rent and any other statutory charges payable in respect of the Property, the Common Expenses (herein above defined), the Infrastructure Levy, fines and any other penalties, the provision of all other urban management services including the management fee payable to the Phase 1 ManCo in terms of the relevant service level agreement, and utilities in respect of waste management calculated based on such formula as shall be set by the Declarant or its Affiliate, which formula may be revised by the Declarant or its Appointees and/or Affiliates from time to time in their sole and absolute discretion;

“Service Charge Account” means an account established by the Declarant and/or the Phase 1 ManCo solely for the payment the Service Charge;

‘‘Sub Account’’ means the special account established by the Declarant into which the Infrastructure Maintenance and Upgrade Levy shall be deposited for purposes funding emergency, anticipated and future cost of maintaining, repairing, amending, altering, rebuilding, renewing and reinstating infrastructure within the Property. This shall be a sub-account of the Service Charge Account managed by the Phase 1 ManCo;

‘‘Signage System’’ shall mean the signage package and outdoor design guidelines approved by the Declarant from time to time;

“Site Development Plan” shall mean an architectural plan, landscape architecture plan, and an engineering drawing of proposed Improvements to a given Phase or Parcel showing, among such other requirements as may be prescribed from time to time by the Development Control Committee, building footprints, pedestrian and vehicular access, parking, loading, drainage lines and facilities, sewer lines, water lines, lighting, and landscaping and garden elements, impact on adjacent land uses including public and natural open spaces and the aesthetic relationship of the proposed structures to the site. The Site Development Plan shall be prepared according to the requirements of, and submitted in the format required by, the Development Control Committee;

“Stormwater” means water resulting from natural precipitation or the accumulation thereof and includes groundwater and spring water ordinarily conveyed by the Stormwater System;

“Stormwater System” means both the constructed and natural facilities, including roads, streetlights, street signs, culverts, pipes, canals, road crossings, bridges, watercourses and their associated floodplains, whether over or under public or privately owned land, used or required for the management, collection, conveyance, temporary storage, control, monitoring, treatment, use or disposal of Stormwater;

“Kiswishi SEZ Master Plan” shall mean and refer to the overarching design document and which lays out the vision for the entire development, provides the platform for the development and defines its nature and extent of development controls and as may be amended by the Declarant from time to time and which is annexed herewith as Schedule B;

“Kiswishi SEZ” shall have the meaning ascribed to it under Recital B of this Declaration;

“Kiswishi SEZ Utilities Services Entities’’ means Kiswishi SEZ Power Company, Kiswishi SEZ Water and Sanitation Company and Kiswishi SEZ Telecom Company; and

“Utilities Services” shall collectively refer to the supply of and establishment, acquisition and maintenance of works for the supply and provision of, through service delivery agreements or such other manner as the Declarant shall in its sole and absolute discretion determine, portable water, sewerage, electricity, light, heat or power and telecommunication services and the installation, maintenance, adjustment, repair, alteration, removal or replacement of apparatus which is or is to be connected thereto and the sale of any fittings, lines and appliances relating thereto in accordance with the provisions of this Declaration and subject to any written laws relating thereto and “Utility Service” shall be construed accordingly. For Phase 1 Kiswishi SEZ there will likely be only a water and ICT utility at the commencement of the Phase however this may change in time in close consultation with Owners regarding requisite and affordable additional utility services.

ARTICLE 4: PROPERTY RIGHTS AND EASEMENT

4.1. Subject to the limitations hereinafter provided, every Owner shall have a right and easement of enjoyment in and to the Common Areas and Natural Resources that shall be appurtenant and shall pass with the title to every Parcel.

The Owner’s right granted in Article 4.1 shall be subject to and limited by the following:

The right of the Declarant to dedicate or transfer all or any part of the Common Area to any entity for such purposes as are consistent with this Declaration and in the Conditions of Approval.

Limited in that each Owner shall have rights only in those Common Areas for which such Owner shall pay any portion of the Service Charge related thereto and in those Common Areas over which rights are specifically granted to the Owner as specified in such Owner’s lease.

Each Owner’s responsibility to pay all Service Charge, Fees and other charges hereunder assessed by the Declarant and/or the Phase 1 ManCo (either annual, emergency or special) against that Owner’s Phase or Parcel.

The Declarant hereby grants, establishes, covenants and agrees that the Property, and each Phase and Parcel or portion of a Parcel contained therein, and all Owners, Occupants and permittees of the Property, shall be benefited and burdened by:

a non-exclusive, perpetual and reciprocal cross access easement for the non-exclusive right to access any drive aisles required for common access; available on or within any Parcel or Phase;

a non-exclusive, perpetual and reciprocal cross parking easement for the nonexclusive right to park on or within any designated parking areas or parking spaces located, constructed and available on or within any Parcel provided that this right does not extend to private parking spaces sold or otherwise allocated to specified Parcel Owners;

a non-exclusive, perpetual and reciprocal rights and easements of drainage across stormwater, drainage and retention structures and areas and to connect with, maintain and make use of utility lines, wires, pipes, conduits and cable television lines which may from time to time be in or along the Common Area.

The foregoing easements are subject to the right of the Declarant to,

exclusively manage, control and/or concession the management and control of the Common Elements and all improvements thereon;

grant or to dedicate to any Owner, the Phase 1 ManCo, the Declarant’s appointees or Affiliates, concessionaires and/or any government agencies, and to reserve easements and rights of way in, through, under, over and across the Common Elements for the installation, maintenance and inspection of roads, lines and appurtenances for public or private water, sewer, drainage, cable television, telephone, electricity, internet cables and other utilities, for the completion of Tatu City;

vary the same in any lease or sub-lease to the Owners;

promulgate rules and regulations for the use and enjoyment thereof; and

decline to approve any transfers of any Parcels and Building Plans thereof and to suspend the enjoyment and voting rights of any Owner for any period during which any assessment for Service Charge or any Fine or other charge or fee hereunder remains unpaid beyond any applicable notice and cure period, or for any period during which any infraction of its published rules and regulations continues.

Notwithstanding the foregoing or anything else contained herein to the contrary, the Declarant shall have and hereby retains the right, but not the obligation (unless such obligation has been made by the Declarant towards any Owner under separate binding contract), to create, install, construct, modify, repair, replace and maintain any part of the infrastructure for Phase 1 Kiswishi SEZ that may consist of, but not be limited to, curbs, streets, service drives, sidewalks, and other hardscape, landscaping, street trees, street lights, irrigation systems, brick pads, benches, bridges, street furniture, walking paths, parks, trash receptacles, drainage facilities, signage, utilities, and any apparatuses related thereto, as well as other improvements not necessarily enumerated above.

The Declarant may at its sole and absolute discretion assign such right to the Declarant’s appointees or Affiliates. The said improvements may be installed along the roads or within any Phase, or in the Common Area of Kiswishi SEZ if deemed necessary or desirable by the Declarant, in its sole and absolute discretion, for the overall functionality or aesthetics of Kiswishi SEZ. Continued maintenance, repair and replacement of any of the aforementioned infrastructure, improvements or Common Elements, if and once installed, shall be the responsibility of the Parcel Owner if located within said Owner’s Parcel or the responsibility of the Declarant and/or the Phase 1 ManCo if located within the Common Area. Any costs and expenses associated with this right may be reallocated and assessed to all Owners by the Declarant as part of Service Charge. Neither the Declarant, nor the Property Owners Association shall have the right to modify an existing building located on a Parcel without the consent of the Parcel Owner provided that where such building shall have been erected or constructed without the approval of the Development Control Committee obtained in accordance with this Declaration or where such construction shall be commenced and proceeded contrary to the approved Building Plans then the Declarant and/or the Development Control Committee may at their discretion have the right to modify or demolish with due notice, such Building without the consent of, or the payment of any compensation of damages to, a Parcel Owner.

A way-leave is hereby granted to the Declarant, the Declarant’s appointees or Affiliates and to any construction or Phase 1 ManCo selected by the Declarant to enter in or cross over the Common Areas or to enter or cross over any Parcel (where necessary to access) to create, install, construct, modify, repair, replace and maintain any of the aforementioned forms of infrastructure and/or Common Elements located within any portion of the Property.

The Declarant has the right to exclusively supply all utilities within Kiswishi SEZ or appoint and/or authorize a third party to supply utilities within Tatu City subject to the payment of the relevant Utility Charges. The Declarant shall have the right to own and/or lease or enter into concession agreements with respect to any Common Area for purposes of construction of infrastructure and supply of any Utility PROVIDED THAT to the extent that the provision of any Utility is subject to obtaining any permit, licence or consent or is subject to the Utility being provided by any governmental agency, then in such circumstances, the obligation of the Declarant to provide the Utility concerned shall be suspended and shall not come into force and effect unless and until the Declarant obtains and maintains such permit, licence or consent or procures the Utility and the Declarant shall not be liable for any loss or damage caused by the lack of the Utility.

Except as expressly provided for under written law, the Declarant reserves the right of admission into the Property, and as such may forbid or limit the entrance of those persons whose conduct contravenes this Declaration, written law and set down code of conduct and shall to the extent permissible under law or equity take the necessary action to enforce this right.

The right of the Declarant to lease or enter into concession agreements with affiliated companies or third parties with respect to Roadways it being understood and agreed that notwithstanding the fact that the Roadways are leased or concessioned, the Owners shall be required to pay an Infrastructure Levy with respect to the repair and maintenance of the Roadways.
- Specific Easements

Communication and Security Easement

The Property is subject to a general communication and security easement in favour of the Declarant, Declarant’s appointees or Affiliates, the Management Company, for the remainder of the term on the title to the Property and which grants them inter alia all such rights as they may require in order to install and maintain electronic surveillance security and data communication system in Kiswishi SEZ. The aforesaid easement shall also grant the Declarant, Declarant’s appointees or Affiliates, the Phase 1 ManCothe right to lay cables generally, to transmit data through such cables and the right to enter upon the Parcel or Premises to lay and maintain the same.

Gas Pipeline Easement

The Property may in future be subject to a liquefied petroleum gas pipeline easement in favour of the Declarant, Declarant’s appointees or Affiliates, the Phase 1 ManCo, for the remainder of the term on the title to the Property which grants them inter alia all such rights as they may require in order to install and maintain a liquid or gas system of pipes or pipeline for consumption in Phase 1 Kiswishi SEZ. The aforesaid easement shall also grant the Declarant, Declarant’s appointees or Affiliates, the Phase 1 ManCo the right to lay pipe generally, to transport gas through such pipes and the right to enter upon the Parcel or Premises to lay and maintain the same provided that the same shall not have a proven material adverse effect on the Parcel or Premises or the use of the Parcel or Premises.

ARTICLE 5: RULES AND REGULATIONS

The Declarant, either by itself or through its Affiliates, shall promulgate reasonable Rules and Regulations that will govern the use and enjoyment of the Property in accordance with Section [refer to the relevant section within the awarded SEZ license]

ARTICLE 6: THE DECLARANT

Powers and Functions

The Declarant, either by itself or through its Affiliates shall have the sole right to exercise the following powers and undertake the following functions:

the amendment of the Master Declaration from time to time provided that upon amendment of the Master Declaration, the Declarant shall use its best endeavours to ensure that all Owners are notified of the amendments;

retention of the reversionary interest in the Property and ensuring that upon renewal of the term with respect to the Certificate of Title to the Property, renew the Leases for the Owners;

overseeing the affairs of the Property and exercising executive authority;

developing and adopting policies, plans, strategies and programmes and setting targets for delivery of services by the Management Company;

formulating and implementing an integrated development plan and controlling land use, land development and zoning;

promoting and undertaking infrastructural development and services within the Property;

inviting petitions and representations from the Owners with regard to the administration and management of the affairs within the Property;

implementing the recommendations of the Owners with regard to the administration and management of the affairs within the development;

reporting on the decision made in respect of a petition or presentation made by the Owners and reasons for such decision;

preparing annual budget estimates the relevant components of the Service Charge and ensuring that the books of accounts of the Phase 1 ManCo are properly kept as required by the law and its constitutive documents;

through the Phase 1 ManCo, suspending the provision of services to such Parcels or Premises for any period during which any assessed amounts in respect of such Phase, Parcel or premises remains unpaid;

through the Phase 1 ManCo, enforcing the provisions of this Declaration and any rules made hereunder including the planning and design review requirements and enjoining and/or seeking damages from any owner or occupant for violation of such provisions or rules;

through the Phase 1 ManCo, levying and collecting Service Charge, fines and penalties for violations of this Declaration and enforcing payment of such fines and penalties, all in accordance with this Declaration;

through the Phase 1 ManCo, ensuring compliance with the provisions of the Master Declaration, the Rules and Regulations, By-laws, Internal Environmental Standards, policies and guidelines promulgated with respect to Phase 1 Kiswishi SEZ, by all property Owners and occupiers within the Phase;

taking any and all other actions and entering into any and all other agreements as may be necessary or proper for the fulfilment of its obligations hereunder, or for the enforcement of this Declaration;

ensuring the maintenance of the Infrastructure Maintenance and Upgrade Levy sub-account of Phase 1 ManCo;

adjusting the amount collected and using any insurance proceeds to repair damaged or replace lost property; and, if proceeds are insufficient to repair damaged or replace lost property, to assess and charge the Owners in proportionate amounts to cover the deficiency;

monitoring the impact and effectiveness of any services, policies, programmes or plans through establishing performance management systems;

promoting a safe and healthy environment;

together with the Management Company, making By-laws or making recommendations for issues to be included in By-laws and making rules and regulations for the operation of the Common Areas, streetscaping, pedestrian, utility and street maintenance easements as specified herein and to amend them from time to time;

entering into contracts, to maintain one or more bank accounts with respect to the Service Charge including a sub-account into which the Infrastructure Levy shall be remitted, and generally, to have all of the powers necessary or incidental to its operation and management;

retaining the services of legal and accounting firms or such other service providers as would be required for the discharge of its duties and obligations; and

ensuring the creation of the Infrastructure Maintenance and Upgrade Levy sub-account of Phase 1 ManCo for purposes of maintenance and repair of infrastructure.

ARTICLE 7: MANAGEMENT COMPANY

Structure

The Phase 1 ManCo is to be established as a limited liability company or such other legal entity duly established or incorporated in accordance with the Laws of DRC.

Operations

The Phase 1 ManCo operational structure will be determined in its business plan.

Appointment, Role and Functions

As long as the Declarant holds ownership interest in any portion of the Property, the Declarant shall have the exclusive right and power to employ the Phase 1 ManCo to enforce this Declaration, manage the Common Areas and Services within Phase 1 Kiswishi SEZ, perform the duties and functions delegated to it by the Declarant and to:

exercise on behalf of the Declarant its powers and responsibilities as set out in the Phase 1 ManCo Rules and Regulations handbook which will be amended from time to time by the Declarant; and

Ensure that the board has at least three directors of the seven board directors that include the CEO of the Phase 1 ManCo are Phase 1 Kiswishi SEZ property owners as follows: one from KIMIA residential, one from the Phase 1 Industrial Area and one from KIMIA Downtown.

ARTICLE 8: COVENANTS AND RESTRICTIONS FOR USE

9
- Permitted and Conditional Uses

The only uses permitted or conditionally allowed for all Phases and Parcels within Kiswishi SEZ shall be those uses specifically allowed for in terms of the Kiswishi SEZ Master Plan, the Phase Plan and/or the Property Plan which may be amended by the Declarant at its owns sole and absolute discretion.

8.2 Use

No Parcel shall be used except for the Permitted Use as provided under the Phase 1 Kiswishi SEZ Phase Plan. An Owner of a Parcel or Premises shall not be entitled to make application to rezone the Parcel or Premises or to change its use from that currently specified in the Phase 1 Kiswishi SEZ Phase Plan and/or the Property Plan.
- Every Owner shall be responsible for compliance with all applicable laws, regulations and directives of Competent Authorities pertaining to use and occupation of the Phase or Parcel or Premises by the Owner and its employees, contractors, occupiers, invitees, licencees or lawful visitors, including but not limited to laws, regulations and directives pertaining to physical planning, environmental conservation, occupational safety and health, utilities, natural resources and operation of a ‘special economic zone’ as such term is defined in the SEZ license and current and future regulations that may be issues from time to time by the SEZA, to the extent that the Property is subject to the provisions of the SEZA.

8.3 Rights of Declarant to Facilities

Notwithstanding any provisions herein contained to the contrary, it shall be expressly permissible for the Declarant to maintain, during the period of the sale of said Parcel, Phase or Property, upon such portion of the Parcel, Phase or Property, as Declarant deems necessary, such facilities, as in the sole opinion of Declarant may be reasonably required, convenient or incidental to the sale of said Property, including, but without limitation, a business office, storage area, construction yard, signs, and sales office.

Boreholes

Unless otherwise expressly permitted by the Declarant, the Owner shall not drill a borehole on any part of the Property.

ARTICLE 9: PLANNING, DESIGN REVIEW AND CONSTRUCTION REQUIREMENTS

9.1 The Development Control Committee

The Declarant has appointed the Development Control Committee in order to maintain high standards and with a view to ensuring an attractive and harmonious development within Kiswishi SEZ and in order to promote and sustain design vision, aesthetic quality of buildings and landscaping and the vision in line with structure and Phase plans. The Owners of the Parcels and/or Phases within Kiswishi SEZ shall, at their sole cost and expense, be required to adhere to the Development Codes and any development or Improvements by the Owners of the Parcels shall at all times, comply with the provisions of the Development Codes.

In order to achieve the objective of Kiswishi SEZ of developing a world-class private city and to protect the investments of all stakeholders within Kiswishi SEZ, including but not limited to all Owners of Parcels or units within Kiswishi SEZ, and further acknowledging that the construction and development of parcels by all the Owners of Parcels or units within Kiswishi SEZ is a critical component towards achieving the said objectives, the Declarant has formulated the Development Codes to be adhered to by all Owners of the Parcels within Kiswishi SEZ.

The Declarant has designated the permitted use in relation to each Phase and each Parcel, as well as imposed Development Controls through, without limitation, the Development Codes and the Grant AND all matters expressly or by implication set out therein shall be enforced by the Development Control Committee.

No works whatsoever shall commence or be undertaken, including any earth works, alterations, repairs, modifications, renovations or extensions, until such time as the Development Approvals have been obtained.

9.2 Objectives of the Development Control Committee

The objectives of the Development Control Committee are to:

ensure that plans are developed in accordance with the vision for Phase 1 Kiswishi SEZ;

ensure that the development of any particular site or land parcel is in line with the character of the Phase 1 Kiswishi SEZ development and constitutes a development of quality;

ensure that the development of any particular site or land parcel conforms with the requirements of the Phase plan in which that site is located;

endeavour to minimize any negative impact of proposed developments on adjacent sites;

monitor the use of GBA on a site and ensure it is in accordance with the terms of the Phase 1 Kiswishi SEZ Phase Plan ensuring the maximization of development rights;

monitor compliance with design guidelines and controls;

coordinate the shared use of vehicle access, parking, loading as well as access to utilities and service facilities between developments;

promote synergy in developments and growth of the urban area; and

do or take any action to ensure that all developments contribute to the realisation of the vision for Phase 1 Kiswishi SEZ and maintain the quality and nature of the overall development.

Role, Functions and Rights of the Development Control Committee

review, assess and accept concept designs, Phase plans, site development and detailed building plans in compliance with the approved Phase 1 Kiswishi SEZ Phase Plan, including but not be limited to developments and building by Owners, outdoor advertising and signage applications in terms of the Phase 1 Kiswishi SEZ outdoor advertising and signage policy as well as landscaping and the placement of street furniture within the public domain in terms of the urban design guidelines.

review, apply and make recommendations in terms of the plans submitted and the existing Development Controls.

in liaison with the Special Economic Zones Authority, ensure a ‘One – Stop’ shop within Kiswishi SEZ is established and operationalized to facilitate the processing and issuance of development and construction permits and certificates of occupancy as envisaged under the provisions of SEZA.

appoint independent expert consultants at the cost of the Owner to assist the Development Control Committee in undertaking and implementing its mandate under this Article 12.
- Package of Plans

Development control at Phase 1 Kiswishi SEZ from a planning and development context is based on the “package of plans” approach and contains four key elements namely:

Kiswishi SEZ overall Master Plan;

Phase 1 Kiswishi SEZ Phase Plan (including statement of intent and concept plans);

Site development plans (including signage and landscaping plans); and

Building plans.

Kiswishi SEZ overall Master Plan

The Kiswishi SEZ overall Master Plan is the overarching design document which lays out the framework for development and re-development of entire Kiswishi SEZ, the vision for the development and which defines its nature and extent of Development Controls.

All Phase plans must be aligned to the Kiswishi SEZ overall Master Plan in terms of the layout design Development Controls and design codes for the public and private realms.

The Kiswishi SEZ overall Master Plan contains the following:

Kiswishi SEZ vision;

Development concept and guidelines;

Planning and design approach; and

Overarching design codes.

Phase Plan

Prior to the submission of a Phase plan a written statement of intent noting the development objectives of the site, the bulk to be realized, the height and coverage to be achieved, an indication of any special design intentions outline, design proposal, concept plan and preliminary sketch plans shall be submitted to the Development Control Committee. This will ensure that the process for submission and approval of the Phase plan is not delayed.

A Phase developer shall comply with the Kiswishi SEZ overall Master Plan, including the specification for public environment and public open space.

The Phase Plan shall address the following aspects:

detailed street, block and plot layout;

an interconnected system of public spaces;

detailed urban guidelines per street that address the relationship and interface between buildings access, pedestrian movement and the public environment/ public spaces;

building typologies;

development and building controls per plot; and

street furniture and public art in terms of the Kiswishi SEZ art policy.

Site Development Plan

Every development within Kiswishi SEZ must prepare a site development plan (“Site Development Plan”) which must be submitted for approval in writing by the Development Control Committee prior to submission to and approval by the relevant authority. The site development plan will be completed by the Owner appointed project manager and the contractor who will complete the works will be subject to the rules of the Contractors Code;

The Site Development Plan shall be subject to guidelines within Kiswishi SEZ structure and relevant Phase plans;

The Site Development Plan shall address the following at a site specific level:

design concept plans, sections and level;

indicative building evaluations including signage zone;

treatment of elevations, materials, colours and textures in indicative form;

overall bulk, height and site controls (in line with the relevant Phase plan);

pedestrian and vehicular access and circulation;

access to buildings, number of parking bays and adherence to lines of no access;

internal service reticulation and connection points into the external services are to be shown, including any servitudes that may be required such as storm water, sewer, electrical and water;

details on site storm water attenuation measures;

landscape design and public/private adjacent neighbourhood and street interface;

a tree audit provided that no trees shall be removed from the site without a request for removal being submitted to the Development Control Committee for its approval. Where trees are removed, replacement trees approved by the Development Control Committee shall be planted on that site; and

location of contractors’ camp on site and size as well as details on the planned approach to hoarding of the site.

Building Plans

Every development within Kiswishi SEZ will be required to submit building plans subject to the guidelines within the Kiswishi SEZ Structure Plan, Phase Plan and Site Development Plan as well as national and physical planning regulatory building requirements;

The building plan submission checklist shall include the following:

detailed design plans and elevations, landscape and signage plans;

a schedule of materials, colours and other relevant finishes;

a matrix on environmental compliance in accordance with the Internal Environmental Standards;

an Environmental Impact Assessment Report issued by [insert relevant environmental authority details];

proof of compliance with health and safety standards including the provisions of [insert reference to the relevant legislation regarding work injuries] or such other relevant law; and

alternative energy resources, solar geysers and rain water harvesting systems in line with the Phase 1 Kiswishi SEZ requirements.

Internal Development Approval Application

9.9.1 Every Owner within Phase 1 Kiswishi SEZ shall not obtain the External Development Approvals without first having obtained the Internal Development Approvals.

An application for Internal Development Approval (“Internal Development Approval Application”) shall be submitted by the Owner or the Owner’s Nominee (the “Applicant”), by the end of 2030 or such other time as the Development Control Committee shall determine from time to time.

An Internal Development Approval Application shall be made to the Development Control Committee in the prescribed form as shall be determined by the Development Control Committee and signed and dated by the Applicant.

The Applicant shall be required to submit any other information or documents which may be required by the Kiswishi SEZ Utility Services Entities.

The Declarant and the Development Control Committee reserve the right to appoint independent expert consultants at the cost of the Applicant if in the Declarant’s and/or the Development Control Committee’s view the development is of such a nature as to require a specialised review of the Internal Development Approval Application.

The Development Control Committee shall have the right to charge a fee in connection with the submission of the Internal Development Approval Application, which fee shall be reviewed by the Development Control Committee from time to time.

9.10 Decisions on Internal Development Approval Application

When deliberating on any Internal Development Approval Application, the Development Control Committee shall, where applicable, consider the following, amongst others:

the regulations set out under the Development Control Committee’s Articles of Association;

the development principles as set out under the Development Codes;

compliance with the Environmental Management Plan (when introduced in future);

compliance with Environmental Standards prevalent in DRC under law of formal decree;

compliance with the Planning Laws and any other laws relating to planning, land use management and environmental matters; and

any other factor which in the opinion of the Development Control Committee is relevant, including timeframes on undertaking the development of the Parcel.

9.11 Powers of the Development Control Committee in Decision Making

The Development Control Committee while making decisions must:

9.11.1.1 consider and determine all Internal Development Approval Applications lawfully referred or submitted to it;

provide written reasons for any decisions taken; and

keep a register of all decision notices.

9.11.2 The Development Control Committee while making decisions may:

9.11.2.1 impose any reasonable conditions including conditions related to the provision of engineering services;

conduct an investigation into any matter relevant to an Internal Development Approval Application under its consideration;

engage an independent expert consultant at the Applicant’s cost where the Development Control Committee deems it necessary;

request further information from the Applicant; and/or

conduct a site inspection of the Property during working hours to confirm inter alia compliance with Internal Environmental Standards as well as health and safety requirements.

9.11.3 The Development Control Committee shall at the respective Owners costs and expense be entitled to oversee and enforce the Owners covenants on development of such Owners property and the Implementation of the Development Controls set out in the Owners lease.

Decision Notice

The Development Control Committee shall communicate its decision concerning the Development Approval Application in writing (the “Decision Notice”) within reasonable time and shall thereby:

approve an Internal Development Approval Application in whole or in part;

approve an Internal Development Approval Application subject to conditions;

refuse an Internal Development Approval Application; or

postpone its decision on an Internal Development Approval Application in order for a site inspection of the Property or other investigations to be conducted; to seek and obtain technical advice or further information requested from the Applicant, provided the decision may not be postponed, in one instance or cumulatively, for a period exceeding sixty (60) days.

Powers of the Development Control Committee

For the purpose of ensuring the development of the Property meets the standards and complies with the development vision as expressed in the Kiswishi SEZ Master Plan, as an area of high standards, and to ensure reasonable compatibility of architectural designs, the Declarant and the Development Control Committee shall have the power to generally enforce the Planning and Design Review Requirements and to:

control all Improvements as set forth in this Article;

inspect on-going works at such times and intervals as shall be determined by the Declarant;

issue stop orders and/or order the removal of any Improvement or structure where the construction is commenced without the requisite approvals;

demolish, alter or otherwise deal with any Building erected or laid within or without any Parcel in contravention of this Declaration and the Development Codes; and

make such exceptions to these covenants, and to waive particular violations, as either shall deem necessary, appropriate, or proper.

From time to time, and in its sole discretion, the Development Control Committee may amend its development, Phase planning, design and Physical Planning Standards in any manner consistent with the statement of purpose set forth in Article 1 of this Declaration.

Approval of Site Development Plans, Building Plans shall be based on, but not limited to compliance with the Phase 1 Kiswishi SEZ and the relevant Phase Plan (including Physical Planning Standards), adequacy of the dimensions of Improvements, engineering (civil, mechanical, electrical); foundations; storm drainage considerations, conformity and harmony of exterior design of neighbouring structures, improvements, operations and uses; relating topography, grade and finished ground elevation of the Parcel being improved to that of the neighbouring Parcels and street frontages; and location and orientation of the improvements with respect to adjacent streets, setbacks and the overall design intent of Kiswishi SEZ.

Landscape treatment not covered by the Phase 1 Kiswishi SEZ shall be provided in accordance with applicable laws and such rules and standards established by the Declarant Association to give unity and direction throughout the diverse areas of the Property.

The decision of the Development Control Committee in approving or not approving such any approval application shall be final and binding on the applicant.

9.14 Control of Improvements

No Improvement, or change to any existing Improvement of any type shall be made on any portion of any Parcel within Kiswishi SEZ until the Phase Plan, Site Development Plan and Building Plan have been approved in writing by the Development Control Committee in accordance with the Planning and Design Review Requirements including but not limited to the Kiswishi SEZ Master Plan, Approved Phase Plan (if already approved) including Physical Planning Standards, its Rules and Regulations and By-Laws, Internal Environmental Standards, Environmental Management Plan and any policy adopted by the Declarant from time to time.

The Development Control Committee shall determine the information required and the review procedure, including the Development Control Committee approval periods and appeals procedures and the approval fees.

No construction on any of the Phases or Parcels shall begin or continue until and unless the Owner and the Owner’s Contractor/s have signed a contractor’s code of conduct adopted by the Development Control Committee from time to time.

If any Improvement or change requiring approval shall be undertaken on any Phase and/or Parcel, and the said approval has not been obtained from the Development Control Committee, or if any Improvement or change which is not in conformance with approved plans and specifications shall be undertaken on any Phase and/or Parcel, the said Improvement or change shall be deemed to have been undertaken in violation of these covenants; and, upon written notice of the Development Control Committee, any such Improvement or change deemed to be in violation shall be removed or altered so as to extinguish such violation. If, thirty (30) days after the notice of such violation, the Owner of such Phase and/or Parcel in question shall not have taken reasonable steps toward the removal or alteration of the same, the Declarant or its duly authorised representative, shall have the right, to enter the said Phase and/or Parcel and to take such steps as may be necessary and as available in law or equity to extinguish such violation and fine the Owner, and all costs, the fine, expenses, and legal fees pertaining thereto shall be a binding obligation of the Owner as well as a lien on the Parcel in question. Any lien so registered shall be subordinate to the lien of any existing deed of trust made in good faith and for value.

Any agent of the Declarant or the Development Control Committee may, at reasonable times, enter upon and inspect any Parcel and Improvements thereon for the purposes of ascertaining whether the maintenance of such Parcel, and the maintenance, construction or alteration of Improvements thereon, are in compliance with the provisions of these restrictions and the Internal Environmental Standards, and no such persons shall be deemed to have committed a trespass or other wrongful act by such entry or inspection.

For the avoidance of doubt a development, Improvement or alteration done without approval of the Development Control Committee shall be in violation of the Declaration and liable to be removed under this Article notwithstanding that the plans or designs for the same may have been approved by a local authority or other government planning authority.

The Owner shall procure its contractor(s) to issue an undertaking in writing to the Development Control Committee before the commencement of construction or related works on the Parcel or Premises, in which the contractor(s) shall undertake to undertake the construction or related works in accordance with the development approvals issued by the Development Control Committee and no construction or related works shall commence prior to the issuance of the undertaking.

In the event that an Owner fails to complete construction of the Owner’s Improvements on or before the date contemplated in Article 12.14.8 above, then in such circumstances the Owner shall pay to the Declarant a fine and such fine shall be deemed to form part of the Service Charge. The fine shall be at the rate of one percent (1%) per month of the Owner’s Lease Premium and compounded annually for the duration that the Owner does not complete construction of the Owner’s Improvements.

The Owner shall pay levies with respect to provision of utilities from the date of commencement of the supply.

9.15 Approvals

The Development Control Committee shall have the right to disapprove any final construction drawings and specifications because they fail to comply with any criteria or requirement of this Declaration, the Planning and Design Review Requirements, the Tatu City Master Plan, the Phase Plan, the Physical Planning Standards, environmental protection standards, health and safety standards or the Conditions of Approval of the Development Control Committee as amended from time to time.

In any case where the Development Control Committee shall disapprove any construction drawings or specifications submitted hereunder or shall approve the same only as modified or upon specified conditions, notice of such disapproval or qualified approval shall be accompanied by a statement of the reasons therefore. In any such case, the Development Control Committee, if requested, shall make reasonable efforts to assist and advise the Owner or applicant in the preparation of acceptable construction drawings, specifications and any other submissions required to achieve a satisfactory approval.

9.16 Liability for Violation

Any person, firm or corporation that shall violate Articles 10 and 11 shall be liable for all costs incurred in remedying such violations, including, but not limited to lawyer’s fees on a full indemnity basis, and court costs and be subject to such fines as may be imposed by the Development Control Committee.

9.17 Appeal

9.17.1 In the event that the Owner is aggrieved by the decision of the Development Control Committee, and has either discovered new and important matter or evidence which after exercise of due diligence was not within the knowledge of the Owner at the time of submitting the approval application or the decision was made on account of clerical or arithmetical mistake or error apparent on the face of record or for any other sufficient reason, may, apply in writing for a review of the decision of the Development Control Committee without unreasonable delay.

Where it appears to the Development Control Committee that there is not sufficient ground for a review, it shall dismiss the request.

Where the Development Control Committee is of the opinion that the request for review is merited, it shall grant the same: provided that no request for review shall be granted on the ground of discovery of new matter or evidence which the Owner alleges was not within its knowledge or could not be adduced by it when the Development Control Committee made its decision without strict proof of such allegation.

9.18 Design Review Fee

9.18.1 The Development Control Committee may charge and collect a reasonable fee for the examination of any plans and specifications submitted for approval pursuant to this Article 12, payable at the time such plans and specifications are so submitted. The amount of such fee shall contain the management costs, the cost of making such examination, including the cost of any professional fees incurred in connection therewith and shall be determined by the Development Control Committee.

9.19 Certificate of Compliance

Upon completion or alteration of any Improvement on any Parcel undertaken and completed in accordance with plans and specifications approved by the Development Control Committee, and on written request of the Owner of such Parcel, a Certificate of Compliance shall be issued in a form suitable for registration (“Certificate of Compliance”). Preparation and registration of such Certificate of Compliance shall be at the expense of such Owner. Any Certificate of Compliance issued in accordance with the provisions of the paragraph shall be prima facie evidence of the facts therein stated, and as to any purchaser or encumbrancer in good faith and for value, or as to any title insurer, such Certificate of Compliance shall be conclusive evidence that all improvements and/or alterations described therein comply with all requirements of this Declaration.

No Improvement shall be used or occupied without the Owner first having obtained a Certificate of Compliance.

9.20 Vacancies

The Declarant shall have the exclusive right and power at any time and from time to time to create and fill vacancies on the Development Control Committee.

9.21 Function

No Improvements shall be constructed, erected, placed, altered, maintained or permitted on any portion of Kiswishi SEZ until plans and specifications, in such a form and detail and under such submitted procedures as the Development Control Committee may deem necessary, or desirable, as amended from time to time, shall have been submitted to and approved in writing by such Development Control Committee. The Development Control Committee shall have the power to employ professional consultants, if it deems necessary, to assist it in discharging its duties.

9.22 No Construction or Use Prior to Approval

No earthworks or building improvement of any kind shall be commenced, installed, erected, placed, assembled, altered, moved onto, or permitted to remain on any Parcel, nor shall any uses be commenced on any Parcel, unless and until the final construction drawings and specifications for the same (including a description of the proposed use) have been submitted to, reviewed and approved by the Development Control Committee.

No Owner shall apply to any public authority for any construction or building permits for any project, Buildings or Improvements before written approval of the final construction drawings and specifications for said project, Buildings or Improvements have been given by the Development Control Committee, unless the Development Control Committee has waived this requirement (within its powers to do so) with written notification to such Owner.

No Owner shall apply to any public authority for any certificate of occupation for any project before a Certificate of Compliance has been issued by the Development Control Committee.

9.23 Governmental Approval

Approval by the Development Control Committee shall be separate from all review and approval procedures by the Competent Authorities. Any material changes made to the final construction drawings and specifications resulting from the requirements of such authority or entity must be resubmitted and reapproved by the Development Control Committee.

9.24 Inapplicable to Declarant

This Article 11 shall not apply to the Declarant, its successors and assigns, and the Declarant need not seek or obtain the Development Control Committee approval for any Improvement constructed or placed, or landscaping done by the Declarant on any Parcel in Tatu City owned by the Declarant, on Common Areas, or within street rights-of-way designated as a streetscape, pedestrian, utility, and street maintenance easement. Notwithstanding the foregoing, Declarant shall in no way be relieved from any obligations it may have as a Parcel Owner with regard to planning, design and construction under the Kiswishi SEZ Master Plan or the relevant Phase Plan.

9.25 Effluent Discharge

9.25.1 Prior to discharge of any effluent into the Storm Water Systems the Owner shall obtain the necessary licence from a Competent Authority for discharge of such effluent and submit it to the Development Control Committee.

9.25.2 Prior to being granted the licence to discharge effluent to the Storm Water System the Owner shall develop and install an appropriate plant for treatment of such effluent in accordance with Building Plans submitted to the Development Control Committee.

9.25.3 All Owners, save for residential Owners, shall obtain an effluent discharge license annually from the relevant Competent Authority and shall within the first quarter of every year submit to the Development Control Committee evidence that the effluent discharge license has been obtained.

Owners shall discharge any effluent only into the Storm Water Systems and shall obtain the necessary licence from a Competent Authority for discharge of such effluent and submit it to the Development Control Committee in accordance with the conditions set down by the Development Control Committee and in their respective Leases.

The Development Control Committee will be responsible for ensuring compliance with this Article 11.27 including issuance of stop orders and/or imposing penalties for non-compliance as appropriate at such rates as may be determined by the Declarant and or the Development Control Committee from time to time.

Environmental, Occupational, Health and Safety

Every Owner shall at all times undertake to;

Comply and procure compliance by third parties appointed by the Owner and without limitation, its servants, agents, independent contractors with the Environmental, Health, and Safety requirements as set out in the applicable law including but not limited to: [insert reference to relevant legislation] and all other written law;

At all times ensure that any actual or alleged violation of Environmental, Occupational Health, and Safety requirements set down by the Declarant in accordance with the law, emanating from, including but not limited to, investigatory, remedial or corrective obligations, relating to the Owner shall be rectified at the Owners sole cost and expense;

Not to emit pollutants to the environment which would alter physical, thermal, chemical, biological, or radio-active properties of any part of the environment within Kiswishi SEZ by discharging, emitting, or depositing wastes so as to affect any beneficial use adversely, to cause a condition which is hazardous or potentially hazardous to public health, safety or welfare, or to animals, birds, wildlife, fish or aquatic life, or to plants.

Not treat, store, dispose of, arrange for or permit the disposal of, transportation, handling, or release any substance, including without limitation, any Hazardous Material, or own or operate any property or facility (and no such property or facility is contaminated by any such substance) in a manner that would be in breach of the Internal Environmental Standards and that would reasonably be expected to give rise to material liabilities, including any material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, Natural Resources damages or legal or consultant fees and costs, pursuant to all written laws.

9.27 Storm Water Management

In order to secure that all developments within Kiswishi SEZ are ecologically sustainable and to promote a safe and healthy environment, the Development Control Committee shall regulate activities which may have a detrimental effect on Kiswishi SEZ and in particular the operation or maintenance of Stormwater Systems and without prejudice to the generality of the foregoing, subject to the written consent of the Development Control Committee which consent shall not be unreasonably withheld or delayed and to any conditions which the Development Control Committee may impose, the Owner may not within or without the Property:

9.27.1.1 cause, discharge or permit to enter the Stormwater System any solid, liquid, foul-water or gaseous substance; or anything other than Stormwater; or anything which may damage the Stormwater System or interfere with the operation of the Stormwater System or is likely to pollute or contaminate the water in the Stormwater System;

obstruct, block or reduce the capacity of the Stormwater System;

open a pipe, culvert or canal which forms part of the Stormwater System;

construct or erect any structure over or in such a position or manner as to destroy, damage, endanger, block or interfere with the Stormwater System or operation thereof;

drain, abstract or divert any water directly from the Stormwater System;

fill, excavate, shape, landscape, open up or remove the ground above, within, under or immediately next to any part of the Stormwater System;

change the design, the use of or modify any feature of the Stormwater System which alone or in combination with other existing activities may cause an increase in flood levels or create a potential flood risk;

undertake any activity which alone or in combination with other existing or future activities, may cause an increase in flood levels or create a potential flood risk or may result in a potential to increase soil erosion or which may cause damage to another person’s premises or interfere with the existing Stormwater System infrastructure or which will or which in the opinion of the Development Control Committee could impair the effective functioning of the Stormwater System;

bridge over or enclose any gutter or Stormwater drain which forms part of Declarant’s Infrastructure; or

remove manhole covers, grids and other equipment which form part of the Stormwater System.

An Owner may not cause or permit any Stormwater within or without the Property to enter the sewage disposal system. If an incident contemplated in Article 11.29 and the sub articles thereof within the Property and the incident is a result of the direct action of the Owner then in such circumstances, the Owner must immediately report the incident to the Development Control Committee and at its own cost, take all reasonable measures to contain and minimise the effects of the incident, which measures may include, but are not limited to undertaking of cleaning up operations and where necessary, the rehabilitation of the surrounding environment.

The Development Control Committee shall have the power to request an Owner to submit a stormwater management plan which shall be based on a national design method as determined by the Development Control Committee, from time to time.

ARTICLE 10: INFRASTRUCTURE MAINTENANCE AND UPGRADE LEVY

The Infrastructure Levy shall be expended in respect of periodically recurring services listed below whether recurring at regular or irregular intervals provided that in determining such reasonable provision, the Declarant and/or the Phase 1 ManCo may take professional advice (if it reasonably determines such advice to be necessary) and provided further that:

such reasonable provision shall be determined on the assumption that the cost of replacement and/or repair of such items or infrastructure is calculated on such life expectancy as the Declarant and/or the Phase 1 ManCo may reasonably determine and that each year the Owners will be required to pay Infrastructure Levy to cater for the anticipated cost of renewal or replacement to the intent that a fund or funds be accumulated sufficient to cover the cost of renewal or replacement by the end of the anticipated life of such item;

any expenditure by the Declarant and/or the Management Company in respect of the services set out below in connection with the renewal or replacement of an item referred to there shall be met out of the Infrastructure Maintenance and Upgrade Levy sub-account of Phase 1 ManCo;

The Declarant shall upon receipt of Service Charge into the Service Charge Account, transfer the Infrastructure Levy into a sub-account designated for such purpose; and

the Declarant shall operate an Infrastructure Levy account for purposes of depositing and managing the Infrastructure Levy provided that Declarant may invest any amounts deposited into the such account in interest earning bank deposits and Government Securities and provided further that any interest and/or other earnings realised from such investments shall be treated as part of the Infrastructure Levy and shall be applied to the cost of maintaining, repairing, amending, altering, rebuilding, renewing and reinstating of the infrastructure within the Property.

The Infrastructure Levy shall cater for the cost of the following:

maintaining, repairing, amending, altering, rebuilding, renewing and reinstating:

the roads, pavements and sidewalks;
1. street lights and traffic lights;
1. road signage;
1. Stormwater drainage system;
1. and keeping the above infrastructure and services in good and substantial repair, order and condition and renewing and replacing all worn or damaged parts thereof;

maintaining the Natural Open Spaces; and

keeping all equipment, apparatus, fixtures and fittings related thereto in good repair and condition and to have such equipment, apparatus, fixtures and fittings in the Common Areas regularly serviced and (if necessary) repaired and to replace any of the said equipment, apparatus, fixtures and fittings in the event of them being damaged beyond repair or destroyed.

Calculation and payment of the Infrastructure Levy

The Declarant shall have the right to review the Infrastructure Levy annually.

The Declarant and/or the Phase 1 ManCo shall present the documents listed below for inspection purposes, in respect of the management and maintenance of the infrastructure in respect of which the Infrastructure Levy is payable;

Audited Financial Statements with respect to the Infrastructure Levy; and

Annual Budget for the following year with respect to the Infrastructure Levy. Provided that the annual budget shall not in any way prevent the Declarant and /or the Phase 1 ManCo from spending money for any unanticipated expenditure.

ARTICLE 11: UTILIZATION OF LOCAL LABOUR

The Declarant is committed to promoting development initiatives within Phase 1 Kiswishi SEZ aimed at:

11.1.1 ensuring that genuine and operationally linked construction and labour skills are imparted to local communities surrounding Phase 1 Kiswishi SEZ;

guaranteeing long term employment opportunities to the people forming part of the local communities surrounding Phase 1 Kiswishi SEZ; and

ensuring equitable sourcing of unskilled and semi-skilled labour force from the community surrounding Phase 1 Kiswishi SEZ.

Every Owner shall, in good faith, undertake to:

ensure that the contractors and subcontractors undertaking any development on the Parcels or Premises adhere to the aims and objectives set out in Article 14.1 of this Declaration and the sub-articles thereof;

utilise, whenever reasonably possible, at a market related rate, unskilled and semi-skilled labour force from the community surrounding Kiswishi SEZ; and

employ such local individuals as are trained at the training facilities within Project provided that the costs, remuneration and other terms of employment shall be market related and in accordance with written laws relating thereto.

ARTICLE 12: UTILITY SERVICES

Provision of Utility Services

The Declarant is entitled to exclusively provide utilities and other services in Kiswishi SEZ and to charge fees for plans to establish the Kiswishi SEZ Utility Services Entities and having regard to all practical considerations will use its best endeavours to ensure that the Kiswishi SEZ Utility Services Entities provide services to all Kiswishi SEZ property Owners as end users, in a Financially Sustainable and Environmentally Sustainable manner and to further ensure that Kiswishi SEZ is a viable city.

Subject to any written law relating thereto and grant of requisite licences by the relevant Competent Authorities, the Declarant either by itself or its appointees or affiliates, shall use its best endeavors to undertake the supply of and establish, acquire and maintain works for the supply of Utilities Services within Kiswishi SEZ; and without prejudice to the generality of the foregoing, the Declarant whether by itself or through its appointees or Affiliates, may sell (including sale against payment by installments) lines, fittings and appliances relating to the Utilities Services to Owners within Kiswishi SEZ as end users, in accordance with the terms and conditions of regulations to be promulgated by the Declarant.

The Owners within Kiswishi SEZ as end users, shall not be supplied with any Utility Services unless such property owner has applied to be supplied with such Utility Services by the Kiswishi SEZ Utility Services Entity concerned using the prescribed form and such application has been granted. The Kiswishi SEZ Utility Services Entities shall not unreasonably withhold or delay the grant of such application.

When a Kiswishi SEZ Utility Services Entity grants or otherwise approves an application for supply of the Utility Services, this shall constitute a binding contract between the relevant Kiswishi SEZ Utility Services Entity and the property owner within Kiswishi SEZ, as an end user thereof, and such binding contract shall take effect either on the date (i) referred to or stipulated in the application form or (ii) of the approval.

The Owner shall be responsible for taking measures to secure the electricity or water meter and such other fixtures or fittings for provision of any other Utilities Services and shall at all times ensure its visitors, employees or its agents shall not reconnect, attempt to reconnect or cause or permit a reconnection to any Utilities Services where the Kiswishi SEZ Utility Services Entity concerned has restricted or disconnected such supply, tamper, break or interfere with Kiswishi SEZ Utility Services Entities’ and/or or Kiswishi SEZ Utilities Services Administrator equipment or unlawfully use or interfere with Utilities Services provided by Kiswishi SEZ Utility Services Entities or knowingly consume, use or distribute any Utilities Services which has been obtained in an unlawful manner.

To the extent that the provision of any Utility Service is subject to the Kiswishi SEZ Utility Services Entity concerned obtaining any permit, licence or consent from any Competent Authority, then in such circumstances, the obligation of the Declarant to provide the Utility Service concerned shall be suspended and shall not come into force and effect unless and until the Kiswishi SEZ Utility Services Entity concerned obtains and maintains such permit, licence or consent.

The Declarant and/or Kiswishi SEZ Utility Services Entity shall not be liable for any damage or loss caused by lack of supply of any Utiltiy or the diminution of the provision of the Utility.

ARTICLE 13: GENERAL PROVISIONS

14.1
Duration

This Declaration and the covenants, restrictions, changes, and liens set out herein shall run with and bind the Parcel, Phase and Property and shall inure to the benefit of and be enforceable by the the Phase 1 ManCo and every Owner of any part of Kiswishi SEZ, including the Declarant and its legal representatives, heirs, successors and assigns, for a term equivalent to the leasehold interest in the Property held by the Declarant and its successors and assigns after which time this Declaration shall automatically be extended for successive periods equivalent to the extension of the lease term of the Property granted by the Government of the Democratic Republic of Congo.

13.2 Termination and Modification

The Declarant shall have the sole right and power at all times to terminate or modify this Declaration with respect to any portion of the Property, which the Declarant owns.

This Declaration, or any provision hereof, or any covenant, condition, restriction and reservation contained herein, may be terminated, extended, modified or amended, as to the whole of the Property or any portion thereof by the Declarant solely. Any such termination, extension, modification or amendment shall become effective when a proper instrument in writing has been executed, acknowledged and registered in the Lands Registry.

13.3 Conflict

In this Declaration, if there shall be any inconsistency or conflict between the provisions of any other document and the provisions of this Declaration, the provisions of this Declaration shall prevail.

The Declarant shall not grant any lease with conditions, covenants and restrictions inconsistent with the conditions, covenants and restrictions in this Declaration and in the event that there shall be a conflict between conditions, covenants and restrictions in any lease and this Declaration, the conditions, covenants and restrictions in this Declaration shall prevail.

13.4 Waiver or Invalidation

Any waiver or failure to enforce any provision of this Declaration in a particular situation shall not be deemed a waiver or abandonment of such provision as it may apply in any other situation or to the same or similar situation at any other location in the Property or Project. Invalidation by Court adjudication of any provision of this Declaration shall not affect the validity of any other provision, and all other provisions thereof shall remain in full force and effect.

13.5 Notices

Any notice required or permitted herein shall be in writing and emailed, mailed, postage prepaid, by registered mail and shall be directed as follows:

if intended for an Owner, to the address of the Parcel, if improved;

if the Parcel is not improved, to the address set forth in the Parcel Lease;

if none of the foregoing, to the last known address of the Owner;

if intended for the Declarant, to the address as set forth herein; and

if intended for a Representative Member, to the address on file with the Phase 1 ManCo.

13.6 Constructive Notice and Acceptance

Every person who now or hereinafter owns or acquires any right, title or interest in or to any portion of the Property is and shall be conclusively deemed to have consented and agreed to every covenant, condition and restriction contained herein, in the instrument by which such person acquired an interest in such Property or Parcel and such person shall be bound by the terms of this instrument as if that person had in fact subscribed to this instrument.

13.7 Enforcement

Violation or breach of any covenant, condition or restriction herein contained shall give the Declarant and/or the Phase 1 ManCo and/or the Declarant’s appointees or Affiliates, in addition to all other remedies, the right to proceed at law or in equity to compel compliance with the terms of this Declaration, and to prevent the violation or breach of any of them, and all of the expenses of such litigation shall be borne by the then Owner or Owners of the subject Phase or Parcel, provided such proceeding results in a finding that such Owner was in violation of this Declaration. Expenses of litigation shall include reasonable lawyer’s fees.

13.8 Liability of Declarant

The Declarant, the Phase 1 ManCo and the Phase 1 Kiswishi SEZ Utility Services Entities are hereby expressly relieved of any liability to any Owner, and to any other party to the extent permitted by law, for any act of omission or commission in connection with performance of their functions as Declarant or such Member, except for wilful misconduct or act of bad faith.

13.9 Severability of Covenants, Conditions and Restrictions

Invalidation of any one or more of the covenants, conditions and restrictions or other provisions herein or hereafter set forth by any Judgment or Court Order shall in no way affect any of the other covenants, conditions and restrictions which shall remain in full force and effect.

13.10 Contract for Property Management

In accordance with the provisions of Article 6, the Declarant will retain the services of the Phase 1 ManCo to undertake the functions specified therein on behalf of the Declarant.

The parties referred to in 12.1.1 above will conclude service level agreements setting out the required service levels, response times, the consequences of failure to perform, and such other standard terms and conditions usually association with service level agreements in their respective areas of responsibility.

The service level agreements shall include a right of termination without cause which may be exercised the Declarant at any time.

13.11 Registration of Plans

By the acceptance of a Lease conveying title to a Parcel, the Owner thereof shall be deemed to consent to amendments or modifications of the Phase 1 Kiswishi SEZ Phase Plan for purpose of technical corrections, boundary line adjustments, etc. So long as any amendment or modification does not materially reduce the usability of any Owner’s Parcel, the Declarant may execute any amendment or modification of the Phase 1 Kiswishi SEZ Phase Plan as an Owner’s attorney in fact.

13.12 Construction by Declarant

The Declarant shall have the right to undertake construction as set out in Article 11.

Disputes

The Declarant shall establish a framework for avoidance, amelioration and resolution of conflict between the Declarant, the Phase 1 ManCo, its Affiliates and Owners and Occupiers through promulgation of a Grievance Handling Policy (which may be amended from time to time).

The Parties in dispute shall in good faith resolve the dispute in accordance with the provisions of the Grievance Handling Policy.

13.14 Rules

There shall be no violation of any rules which may at any time be adopted by the Phase 1 ManCo. Such rules must be in writing. The Phase 1 ManCo is hereby authorized to adopt such rules and to enforce the same by any enforcement provision hereof or as otherwise permitted by law provided that should there be any conflict between the rules adopted by the Declarant and/or the rules made by the Declarant and/or the Phase 1 ManCo shall prevail.

13.15 Inspection

The Declarant and its Affiliates may from time to time at any reasonable hour or hours, enter and inspect any of the affected Phase or Parcel to ascertain compliance with this Declaration.

13.16 Captions

The captions, section numbers and article numbers appearing in this Declaration are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of such sections or articles nor in any way modify or affect this Declaration.

13.17 Effective Date

This Declaration shall become effective upon its registration in the Land Titles Registry at [insert relevant registry whether in Lubumbashi or Kinshasa due to SEZ license].

IN WITNESS WHEREOF, the Declarant has caused these presents to be executed as required by law on this, the day and year first written above.

SEALED with the COMMON SEAL of )

GENILAND SA )

in the presence of: )

Director )

)

Name: )

Signature )

PIN No. )

)

Director/Secretary )

)

Name: )

Signature: )

PIN No. )

)

Advocate )

I …………………………………………………………………………. an Advocate of the High Court of DRC CERTIFY AND VERIFY that _____________________________________________ of GENILAND SA appeared before me and being known to me/being identified by ……….…….…………..………………………………. acknowledged the above signature or mark to be theirs and that they had freely and voluntarily executed this instrument and understood its contents.

…………………………………………………..

Name and Signature of Person Certifying

SCHEDULE A

DESCRIPTION OF THE PROPERTY

ALL THAT parcel of land situate in Lubumbashi-Est land Division Municipality in the of DRC containing by measurement One One Zero Decimal Five Zero (110.50) hectares or thereabouts being Land Reference Number PC 6353 being the premises comprised in a Grant registered at the Land Titles Registry at Lubumbashi-Est as Number 0416350 Volume L1/037 Folio 100 which said piece of land with the dimensions abuttals and boundaries thereof is delineated on the Plan annexed to the said Grant and more particularly on the measurement and beaconing Minutes Number 36748 deposited in the Survey Records Office of Lubumbashi-Est land department aforesaid and thereon bordered red AND HELD by the Vendor for a term of 25 years from 20^th November, 2015

SCHEDULE B

Phase 1 KISWISHI SEZ Phase Plan

SCHEDULE C

At Legal writing experts, we would be happy to assist in preparing any legal document you need. We are international lawyers and attorneys with significant experience in legal drafting, Commercial-Corporate practice and consulting. In the last few years, we have successfully undertaken similar assignments for clients from different jurisdictions. If given this opportunity, The LegalPen will be able to prepare the legal document within the shortest time possible. You can send us your quick enquiry ( here )

THE