DATED: On this 9th Day of May 2023.

JESSE MURIITHI

-TO-

PESA MINGI BANK

_____________________________________________________________

DEED OF ASSIGNMENT For Mass Production of Solar Backup Gadgets: PATENT No.
KE/P/2022/4203(22)

______________________________________________________________

DRAWN BY:

G43 & COMPANY ADVOCATES

(Commissioners for Oaths & Notaries Public)
Firm 43 House Telephone No: +254 20 567 289
Karen Road, Mobile No: +254 725 123 456
P. O. Box 1394-00100 Email: [email protected]
Nairobi, Kenya
THIS DEED OF ASSIGNMENT ("this deed") is made on the 9th day of May 2023
BETWEEN
(1) JESSE MURIITHI whose address is a care of Post Office Box Number 1234-
OO1OO Nairobi in the Republic of Kenya (hereinafter called "the Assignor" which
expression shall where the context admits include his personal representatives and
assigns) of the first part; and

(2) PESA MINGI BANK a Company incorporated with Limited Liability having its
registered office in Nairobi whose address is the care of Post Office Box Number 2222
– 00100, Nairobi aforesaid (hereinafter called "the Lender" which expression shall
where the context admits include its successors and assigns) of the other part

WHEREAS:

1) The Assignor is registered as the absolute owner and inventor of the solar backup gadget
Patented KE/P/2022/4203(22)

2) As of the date hereof, the Assignor has agreed to transfer his absolute ownership of the
patent to the assignee for a loan of……………. To enable him to meet his financial
requirements for mass production of the solar backup gadget.

3) The Assignor has agreed to charge the patent for a sum up to Kenya Shillings ………….
exclusive of interest costs charged and expenses (together hereinafter referred to as the
secured amount).

4) At the request of the Assignor, the Lender has agreed to accept a legal assignment of the
Assignor's Patent No. KE/P/2022/4203(22) under the MPSR as well as the benefit of
any amount payable by any surety or guarantor of any production under and/or pursuant
to MPS Act 2017 to go towards the payment of the Secured Amount in the manner and
subject to the terms and conditions set out below.

NOW IT IS AGREED as follows:

1) Covenant to pay
The Assignor shall pay and discharge to the Lender on demand the Secured Amount and
shall pay interest on the Secured Amount, whether before or after any judgment, calculated in
 the manner set out or referred to in any security held by or created by the Assignor in favor
of the Lender.

2) Assignment
The Assignor, with full title guarantee and as a continuing security for payment and
discharge on the due date therefore by the Assignor of the Secured Amount hereby assigns
absolutely in favor of the Assignee (Lender) by way of a First Priority Assignment all rights
under, or in connection with the sale, profits, and production of Backup Solar Gadget and all
claims of whatsoever nature relating to it.

3) Undertakings
3.1 Duration
The undertakings contained in this clause 3 shall remain in full force and effect from
the date of this deed and for so long as the Secured Amount remains outstanding.

3.2 Obligations Relating to Production and Sales

The Assignor shall perform all the obligations of the Assignor arising in respect of the
Production and sales, and not do or permit to be done any act matter,or thing which
may in any way depreciate, jeopardize or otherwise prejudice the rights of the Assignor
in respect of the Production and sales or this deed.

3.3 Indulgence
The Assignor shall not without the prior written consent of the Lender, waive or grant
time for payment of the Amount Secured or release or reduce the liability in respect of
the Interests payable as per the conditions of this Deed.

3.4 Notices:-
The Assignor shall forthwith inform the Lender of any claim or notice relating to the
Production and Sales received from any third party, and of all matters relevant thereto.

3.5 Books of account relating to the Sales & Profits

The Assignor shall, upon request of the Lender, deliver to the Lender copies of the
records and books of account kept by the Assignor, recording all receipts and amounts
outstanding in respect of the Expenditures, Sales & Profits and shall maintain proper
records and books of account relating to the Sales and shall procure that all such books
and records shall be open to inspection by the Lender at any time on prior notice.

4) Security to become enforceable

The security constituted by this deed shall become enforceable at any time after the Lender
has demanded payment of the Secured Amount, and immediately thereafter the Lender may
 (but shall not be obliged to), in respect of the Profits, exercise the power to take possession
of the Solar backup gadget company and ownership of the Patent to produce.

5) Application
All money received by the Lender shall be applied to the charge account of the Assignor
with the Lender or as otherwise set out in this deed.

6) Liability in possession
The Assignor shall continue to be liable for all the obligations of the lessor under the
Conditions in this Deed and shall indemnify the Lender from any claims made against the
Lender whatsoever and howsoever under this deed or under. For the avoidance of doubt, the
Lender shall not because of entering into possession for whatever reason be liable to account
liability in case of mistakes or any fraudulent dealings the Assignor may commit in the
exercise of production or sales of the Solar Backup Gadgets.

7) Final redemption
Once the Lender is satisfied that the Secured Amount has been discharged in full and all
facilities that might give rise to the Secured Amount have been terminated, and the Lender is
satisfied that it has no further obligation whether actual or contingent to make any credit or
other accommodation available to the Assignor, then the Lender shall, at the request and cost
of the Assignor, execute and do all such deeds, acts, and things as may be necessary to
reassign, without representation, recourse or warranty, the Patent title to the Assignor or as it
may direct in writing, and as may be necessary to release the Patent from the charge created
by this deed.

8) Assignment
The Assignor may not assign any of its rights under this deed.

9) Legal and other costs

All legal and other costs arising from the preparation and enforcement of this deed are to be
paid by the Assignor and if not punctually paid will be debited in the Patent Account of the
Assignors and constitute part of the Secured Amount.

10) Notices
Any notice or demand for payment by the Lender under this deed shall be deemed to have been
properly served on the Assignor if delivered by hand or sent by registered post or Email at the
address notified to the Lender by the Assignor or at the registered offices or any of the principal
places of business of the Assignor in Kenya. In the absence of evidence of earlier receipt, any
notice or demand shall be deemed to have been received if delivered by hand at the time of
delivery or if sent by registered post five (5) days after the date of posting (notwithstanding that
it be undelivered or returned undelivered) or if sent by email on the completion of the
transmission. Where a notice or demand is sent by registered post it will be sufficient to prove
that the notice or demand was properly addressed and posted

IN WITNESS WHEREOF the parties hereto have executed this deed the day and year first
herein before written.

Signed sealed and Delivered by JESSE

MURIITHI
In the presence of:-

…………………………………………….. ……………………………….
Advocate’s Signature and address Assignor’s Signature

I, CERTIFY that the above-named Assignor appeared before me on the 9 th day of 2023 and is
identified by Identity card number..............being known to me acknowledged the above
signature or mark to be his and that he had freely and voluntarily executed this instrument and
understood its contents.

Advocate of the High Court

 SEALED WITH THE COMMON SEAL of
the said PESA MINGI BANK

In the presence of:-

DIRECTOR

DIRECTOR/SECRETARY

Common Seal

I CERTIFY that the Director/Secretary of the Company appeared before me on the 9 th day of
2023 and is identified by ………………………………/being known to me acknowledged the
above signature or mark to be theirs and that they had freely and voluntarily executed this
instrument and understood its contents.

Advocate or Company’s Official Signature

DRAWN BY

G43 & COMPANY ADVOCATES

(Commissioners for Oaths & Notaries Public)
Firm 43 House Telephone No: +254 20 567 289
Karen Road, Mobile No: +254 725 123 456
P. O. Box 1394-00100 Email: [email protected]
Nairobi, Kenya