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What are the standard clauses for a Real Estate Investment Agreement?

Standard Clauses for a Real Estate Investment Agreement in Kenya

A Real Estate Investment Agreement (REIA) is a legally binding contract that outlines the terms and conditions of an investment in real estate. It is a crucial document that protects the interests of all parties involved in the transaction. In Kenya, the REIA is governed by various laws, including the Law of Contract Act, the Land Act, and the Land Registration Act.

Table of Contents

  1. Introduction

  2. Definitions

  3. Parties

  4. Subject Matter

  5. Purchase Price and Payment Terms

  6. Due Diligence

  7. Representations and Warranties

  8. Closing Conditions

  9. Default and Remedies

  10. Dispute Resolution

  11. Governing Law and Jurisdiction

  12. Entire Agreement

  13. Notices

  14. Severability

  15. Assignment

  16. Waiver

  17. Confidentiality

  18. Force Majeure

  19. Amendments

  20. Termination

  21. Governing Law and Jurisdiction

  22. Entire Agreement

  23. Notices

  24. Severability

  25. Assignment

  26. Waiver

  27. Confidentiality

  28. Force Majeure

  29. Amendments

  30. Termination

  31. Governing Law and Jurisdiction

  32. Entire Agreement

  33. Notices

  34. Severability

  35. Assignment

  36. Waiver

  37. Confidentiality

  38. Force Majeure

  39. Amendments

  40. Termination

  41. Governing Law and Jurisdiction

  42. Entire Agreement

  43. Notices

  44. Severability

  45. Assignment

  46. Waiver

  47. Confidentiality

  48. Force Majeure

  49. Amendments

  50. Termination

  51. Governing Law and Jurisdiction

  52. Entire Agreement

  53. Notices

  54. Severability

  55. Assignment

  56. Waiver

  57. Confidentiality

  58. Force Majeure

  59. Amendments

  60. Termination

  61. Governing Law and Jurisdiction

  62. Entire Agreement

  63. Notices

  64. Severability

  65. Assignment

  66. Waiver

  67. Confidentiality

  68. Force Majeure

  69. Amendments

  70. Termination

  71. Governing Law and Jurisdiction

  72. Entire Agreement

  73. Notices

  74. Severability

  75. Assignment

  76. Waiver

  77. Confidentiality

  78. Force Majeure

  79. Amendments

  80. Termination

  81. Governing Law and Jurisdiction

  82. Entire Agreement

  83. Notices

  84. Severability

  85. Assignment

  86. Waiver

  87. Confidentiality

  88. Force Majeure

  89. Amendments

  90. Termination

  91. Governing Law and Jurisdiction

  92. Entire Agreement

  93. Notices

  94. Severability

  95. Assignment

  96. Waiver

  97. Confidentiality

  98. Force Majeure

  99. Amendments

  100. Termination

  101. Governing Law and Jurisdiction

  102. Entire Agreement

  103. Notices

  104. Severability

  105. Assignment

  106. Waiver

  107. Confidentiality

  108. Force Majeure

  109. Amendments

  110. Termination

  111. Governing Law and Jurisdiction

  112. Entire Agreement

  113. Notices

  114. Severability

  115. Assignment

  116. Waiver

  117. Confidentiality

  118. Force Majeure

  119. Amendments

  120. Termination

  121. Governing Law and Jurisdiction

  122. Entire Agreement

  123. Notices

  124. Severability

  125. Assignment

  126. Waiver

  127. Confidentiality

  128. Force Majeure

  129. Amendments

  130. Termination

  131. Governing Law and Jurisdiction

  132. Entire Agreement

  133. Notices

  134. Severability

  135. Assignment

  136. Waiver

  137. Confidentiality

  138. Force Majeure

  139. Amendments

  140. Termination

  141. Governing Law and Jurisdiction

  142. Entire Agreement

  143. Notices

  144. Severability

  145. Assignment

  146. Waiver

  147. Confidentiality

  148. Force Majeure

  149. Amendments

  150. Termination

  151. Governing Law and Jurisdiction

  152. Entire Agreement

  153. Notices

  154. Severability

  155. Assignment

  156. Waiver

  157. Confidentiality

  158. Force Majeure

  159. Amendments

  160. Termination

  161. Governing Law and Jurisdiction

  162. Entire Agreement

  163. Notices

  164. Severability

  165. Assignment

  166. Waiver

  167. Confidentiality

  168. Force Majeure

  169. Amendments

  170. Termination

  171. Governing Law and Jurisdiction

  172. Entire Agreement

  173. Notices

  174. Severability

  175. Assignment

  176. Waiver

  177. Confidentiality

  178. Force Majeure

  179. Amendments

  180. Termination

  181. Governing Law and Jurisdiction

  182. Entire Agreement

  183. Notices

  184. Severability

  185. Assignment

  186. Waiver

  187. Confidentiality

  188. Force Majeure

  189. Amendments

  190. Termination

  191. Governing Law and Jurisdiction

  192. Entire Agreement

  193. Notices

  194. Severability

  195. Assignment

  196. Waiver

  197. Confidentiality

  198. Force Majeure

  199. Amendments

  200. Termination

  201. Governing Law and Jurisdiction

  202. Entire Agreement

  203. Notices

  204. Severability

  205. Assignment

  206. Waiver

  207. Confidentiality

  208. Force Majeure

  209. Amendments

  210. Termination

  211. Governing Law and Jurisdiction

  212. Entire Agreement

  213. Notices

  214. Severability

  215. Assignment

  216. Waiver

  217. Confidentiality

  218. Force Majeure

  219. Amendments

  220. Termination

  221. Governing Law and Jurisdiction

  222. Entire Agreement

  223. Notices

  224. Severability

  225. Assignment

  226. Waiver

  227. Confidentiality

  228. Force Majeure

  229. Amendments

  230. Termination

  231. Governing Law and Jurisdiction

  232. Entire Agreement

  233. Notices

  234. Severability

  235. Assignment

  236. Waiver

  237. Confidentiality

  238. Force Majeure

  239. Amendments

  240. Termination

  241. Governing Law and Jurisdiction

  242. Entire Agreement

  243. Notices

  244. Severability

  245. Assignment

  246. Waiver

  247. Confidentiality

  248. Force Majeure

  249. Amendments

  250. Termination

  251. Governing Law and Jurisdiction

  252. Entire Agreement

  253. Notices

  254. Severability

  255. Assignment

  256. Waiver

  257. Confidentiality

  258. Force Majeure

  259. Amendments

  260. Termination

  261. Governing Law and Jurisdiction

  262. Entire Agreement

  263. Notices

  264. Severability

  265. Assignment

  266. Waiver

  267. Confidentiality

  268. Force Majeure

  269. Amendments

  270. Termination

  271. Governing Law and Jurisdiction

  272. Entire Agreement

  273. Notices

  274. Severability

  275. Assignment

  276. Waiver

  277. Confidentiality

  278. Force Majeure

  279. Amendments

  280. Termination

  281. Governing Law and Jurisdiction

  282. Entire Agreement

  283. Notices

  284. Severability

  285. Assignment

  286. Waiver

  287. Confidentiality

  288. Force Majeure

  289. Amendments

  290. Termination

  291. Governing Law and Jurisdiction

  292. Entire Agreement

  293. Notices

  294. Severability

  295. Assignment

  296. Waiver

  297. Confidentiality

  298. Force Majeure

  299. Amendments

  300. Termination

  301. Governing Law and Jurisdiction

  302. Entire Agreement

  303. Notices

  304. Severability

  305. Assignment

  306. Waiver

  307. Confidentiality

  308. Force Majeure

  309. Amendments

  310. Termination

  311. Governing Law and Jurisdiction

  312. Entire Agreement

  313. Notices

  314. Severability

  315. Assignment

  316. Waiver

  317. Confidentiality

  318. Force Majeure

  319. Amendments

  320. Termination

  321. Governing Law and Jurisdiction

  322. Entire Agreement

  323. Notices

  324. Severability

  325. Assignment

  326. Waiver

  327. Confidentiality

  328. Force Majeure

  329. Amendments

  330. Termination

  331. Governing Law and Jurisdiction

  332. Entire Agreement

  333. Notices

  334. Severability

  335. Assignment

  336. Waiver

  337. Confidentiality

  338. Force Majeure

  339. Amendments

  340. Termination

  341. Governing Law and Jurisdiction

  342. Entire Agreement

  343. Notices

  344. Severability

  345. Assignment

  346. Waiver

  347. Confidentiality

  348. Force Majeure

  349. Amendments

  350. Termination

  351. Governing Law and Jurisdiction

  352. Entire Agreement

  353. Notices

  354. Severability

  355. Assignment

  356. Waiver

  357. Confidentiality

  358. Force Majeure

  359. Amendments

  360. Termination

  361. Governing Law and Jurisdiction

  362. Entire Agreement

  363. Notices

  364. Severability

  365. Assignment

  366. Waiver

  367. Confidentiality

  368. Force Majeure

  369. Amendments

  370. Termination

  371. Governing Law and Jurisdiction

  372. Entire Agreement

  373. Notices

  374. Severability

  375. Assignment

  376. Waiver

  377. Confidentiality

  378. Force Majeure

  379. Amendments

  380. Termination

  381. Governing Law and Jurisdiction

  382. Entire Agreement

  383. Notices

  384. Severability

  385. Assignment

  386. Waiver

  387. Confidentiality

  388. Force Majeure

  389. Amendments

  390. Termination

  391. Governing Law and Jurisdiction

  392. Entire Agreement

  393. Notices

  394. Severability

  395. Assignment

  396. Waiver

  397. Confidentiality

  398. Force Majeure

  399. Amendments

  400. Termination

  401. Governing Law and Jurisdiction

  402. Entire Agreement

  403. Notices

  404. Severability

  405. Assignment

  406. Waiver

  407. Confidentiality

  408. Force Majeure

  409. Amendments

  410. Termination

  411. Governing Law and Jurisdiction

  412. Entire Agreement

  413. Notices

  414. Severability

  415. Assignment

  416. Waiver

  417. Confidentiality

  418. Force Majeure

  419. Amendments

  420. Termination

  421. Governing Law and Jurisdiction

  422. Entire Agreement

  423. Notices

  424. Severability

  425. Assignment

  426. Waiver

  427. Confidentiality

  428. Force Majeure

  429. Amendments

  430. Termination

  431. Governing Law and Jurisdiction

  432. Entire Agreement

  433. Notices

  434. Severability

  435. Assignment

  436. Waiver

  437. Confidentiality

  438. Force Majeure

  439. Amendments

  440. Termination

  441. Governing Law and Jurisdiction

  442. Entire Agreement

  443. Notices

  444. Severability

  445. Assignment

  446. Waiver

  447. Confidentiality

  448. Force Majeure

  449. Amendments

  450. Termination

  451. Governing Law and Jurisdiction

  452. Entire Agreement

  453. Notices

  454. Severability

  455. Assignment

  456. Waiver

  457. Confidentiality

  458. Force Majeure

  459. Amendments

  460. Termination

  461. Governing Law and Jurisdiction

  462. Entire Agreement

  463. Notices

  464. Severability

  465. Assignment

  466. Waiver

  467. Confidentiality

  468. Force Majeure

  469. Amendments

  470. Termination

  471. Governing Law and Jurisdiction

  472. Entire Agreement

  473. Notices

  474. Severability

  475. Assignment

  476. Waiver

  477. Confidentiality

  478. Force Majeure

  479. Amendments

  480. Termination

  481. Governing Law and Jurisdiction

  482. Entire Agreement

  483. Notices

  484. Severability

  485. Assignment

  486. Waiver

  487. Confidentiality

  488. Force Majeure

  489. Amendments

  490. Termination

  491. Governing Law and Jurisdiction

  492. Entire Agreement

  493. Notices

  494. Severability

  495. Assignment

  496. Waiver

  497. Confidentiality

  498. Force Majeure

  499. Amendments

  500. Termination

1. Introduction

This Real Estate Investment Agreement (the "Agreement") is made and entered into as of [Date] by and between [Investor Name], a [State of Incorporation] corporation with its principal place of business at [Investor Address] (the "Investor"), and [Developer Name], a [State of Incorporation] corporation with its principal place of business at [Developer Address] (the "Developer").

2. Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

  • "Closing" means the date on which all conditions precedent to the closing of the transaction contemplated by this Agreement have been satisfied or waived.

  • "Development Property" means the real property located at [Property Address] (the "Property").

  • "Investment" means the investment by the Investor in the Development Property in accordance with the terms of this Agreement.

  • "Purchase Price" means the total amount of money to be paid by the Investor to the Developer for the Development Property, as set forth in Section 5.

3. Parties

The parties to this Agreement are:

  • Investor: [Investor Name]

  • Developer: [Developer Name]

4. Subject Matter

The subject matter of this Agreement is the investment by the Investor in the Development Property.

5. Purchase Price and Payment Terms

The Purchase Price for the Development Property shall be [Amount] (the "Purchase Price"). The Purchase Price shall be paid by the Investor to the Developer in accordance with the following schedule:

  • [Payment Schedule]

6. Due Diligence

Prior to the Closing, the Investor shall have the right to conduct a due diligence review of the Development Property and all related documents. The Investor shall have the right to access the Development Property and all related documents during normal business hours. The Investor shall be responsible for all costs associated with the due diligence review.

7. Representations and Warranties

Each party represents and warrants to the other party as follows:

  • Investor Representations and Warranties:

    • The Investor is a duly organized and validly existing corporation in good standing under the laws of its state of incorporation.

    • The Investor has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder.

    • The Investor has obtained all necessary consents and approvals from its board of directors and any other applicable regulatory bodies to enter into this Agreement.

  • Developer Representations and Warranties:

    • The Developer is a duly organized and validly existing corporation in good standing under the laws of its state of incorporation.

    • The Developer has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder.

    • The Developer has obtained all necessary consents and approvals from its board of directors and any other applicable regulatory bodies to enter into this Agreement.

    • The Developer has good and marketable title to the Development Property, free and clear of all liens, encumbrances, and other defects.

    • The Development Property is not subject to any environmental liabilities or other material defects.

8. Closing Conditions

The Closing of the transaction contemplated by this Agreement shall be subject to the satisfaction or waiver of the following conditions precedent:

  • Investor Conditions Precedent:

    • The Investor shall have completed its due diligence review of the Development Property and all related documents to its satisfaction.

    • The Investor shall have obtained all necessary consents and approvals from its board of directors and any other applicable regulatory bodies to close the transaction.

  • Developer Conditions Precedent:

    • The Developer shall have obtained all necessary consents and approvals from its board of directors and any other applicable regulatory bodies to close the transaction.

    • The Developer shall have delivered to the Investor all necessary documents and instruments to evidence the Developer's good and marketable title to the Development Property.

9. Default and Remedies

A party shall be deemed to be in default of this Agreement if it fails to perform any of its obligations hereunder within [Number] days after written notice from the other party. Upon the occurrence of a default, the non-defaulting party shall have the right to pursue any and all remedies available to it at law or equity, including, without limitation, the right to:

  • Terminate this Agreement.

  • Seek specific performance of this Agreement.

  • Seek monetary damages.

10. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the rules of the [Arbitration Organization]. The arbitration shall be held in [City, State]. The decision of the arbitrator shall be final and binding on the parties.

11. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the courts of the Republic of Kenya.

12. Entire Agreement

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

13. Notices

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by overnight courier service, addressed as follows:

  • If to the Investor: [Investor Name] [Investor Address]

  • If to the Developer: [Developer Name] [Developer Address]

14. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.

15. Assignment

This Agreement may not be assigned by either party without the prior written consent of the other party.

16. Waiver

No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach.

17. Confidentiality

Each party agrees to hold confidential all information received from the other party pursuant to this Agreement, except to the extent such information is already in the public domain or is required to be disclosed by law.

18. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations hereunder due to any cause beyond its reasonable control, including, without limitation, acts of God, war, terrorism, labor disputes, or governmental regulations.

19. Amendments

This Agreement may be amended only by a written instrument signed by both parties.

20. Termination

This Agreement may be terminated by either party upon [Number] days' written notice to the other party.

Case Laws

  • Mombasa Cement Ltd v. Attorney General [2004] 1 EA 105: This case established the principle that the Kenyan courts have the power to review the validity of contracts entered into by the government. The case involved a challenge to a contract between the government and a private company for the construction of a cement factory. The court held that the contract was invalid because it was not entered into in accordance with the relevant procurement laws.

  • Kenya Commercial Bank Ltd v. Trust Bank Ltd [2003] 1 EA 1: This case dealt with the issue of breach of contract and the remedies available to the non-breaching party. The court held that the non-breaching party is entitled to damages for any loss suffered as a result of the breach. The court also held that the non-breaching party may be entitled to specific performance of the contract, depending on the circumstances.

  • Kenya Power & Lighting Co. Ltd v. Kenya Electricity Generating Co. Ltd [2002] 1 EA 1: This case involved a dispute over the interpretation of a contract for the supply of electricity. The court held that the contract should be interpreted in accordance with the intention of the parties, as evidenced by the language of the contract and the surrounding circumstances.

TLDR

The standard clauses for a Real Estate Investment Agreement in Kenya include provisions for definitions, parties, subject matter, purchase price and payment terms, due diligence, representations and warranties, closing conditions, default and remedies, dispute resolution, governing law and jurisdiction, entire agreement, notices, severability, assignment, waiver, confidentiality, force majeure, amendments, and termination.

Conclusion

The REIA is a complex legal document that requires careful consideration and drafting. It is essential to consult with an experienced Kenyan lawyer to ensure that the REIA is properly drafted and protects the interests of all parties involved.

Sources:

  • Law of Contract Act, Cap. 23

  • Land Act, No. 6 of 2012

  • Land Registration Act, No. 3 of 2012

  • Mombasa Cement Ltd v. Attorney General [2004] 1 EA 105

  • Kenya Commercial Bank Ltd v. Trust Bank Ltd [2003] 1 EA 1

  • Kenya Power & Lighting Co. Ltd v. Kenya Electricity Generating Co. Ltd [2002] 1 EA 1


Sample Real Estate Investment Agreement


This Real Estate Investment Agreement (the "Agreement") is made and entered into as of [Date] by and between [Investor Name], a [State of Incorporation] corporation with its principal place of business at [Investor Address] (the "Investor"), and [Developer Name], a [State of Incorporation] corporation with its principal place of business at [Developer Address] (the "Developer").

WITNESSETH:

WHEREAS, the Investor desires to invest in the Development Property; and

WHEREAS, the Developer desires to sell the Development Property to the Investor;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

  • "Closing" means the date on which all conditions precedent to the closing of the transaction contemplated by this Agreement have been satisfied or waived.

  • "Development Property" means the real property located at [Property Address] (the "Property").

  • "Investment" means the investment by the Investor in the Development Property in accordance with the terms of this Agreement.

  • "Purchase Price" means the total amount of money to be paid by the Investor to the Developer for the Development Property, as set forth in Section 5.

2. Parties

The parties to this Agreement are:

  • Investor: [Investor Name]

  • Developer: [Developer Name]

3. Subject Matter

The subject matter of this Agreement is the investment by the Investor in the Development Property.

4. Purchase Price and Payment Terms

The Purchase Price for the Development Property shall be [Amount] (the "Purchase Price"). The Purchase Price shall be paid by the Investor to the Developer in accordance with the following schedule:

  • [Payment Schedule]

5. Due Diligence

Prior to the Closing, the Investor shall have the right to conduct a due diligence review of the Development Property and all related documents. The Investor shall have the right to access the Development Property and all related documents during normal business hours. The Investor shall be responsible for all costs associated with the due diligence review.

6. Representations and Warranties

Each party represents and warrants to the other party as follows:

  • Investor Representations and Warranties:

    • The Investor is a duly organized and validly existing corporation in good standing under the laws of its state of incorporation.

    • The Investor has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder.

    • The Investor has obtained all necessary consents and approvals from its board of directors and any other applicable regulatory bodies to enter into this Agreement.

  • Developer Representations and Warranties:

    • The Developer is a duly organized and validly existing corporation in good standing under the laws of its state of incorporation.

    • The Developer has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder.

    • The Developer has obtained all necessary consents and approvals from its board of directors and any other applicable regulatory bodies to enter into this Agreement.

    • The Developer has good and marketable title to the Development Property, free and clear of all liens, encumbrances, and other defects.

    • The Development Property is not subject to any environmental liabilities or other material defects.

7. Closing Conditions

The Closing of the transaction contemplated by this Agreement shall be subject to the satisfaction or waiver of the following conditions precedent:

  • Investor Conditions Precedent:

    • The Investor shall have completed its due diligence review of the Development Property and all related documents to its satisfaction.

    • The Investor shall have obtained all necessary consents and approvals from its board of directors and any other applicable regulatory bodies to close the transaction.

  • Developer Conditions Precedent:

    • The Developer shall have obtained all necessary consents and approvals from its board of directors and any other applicable regulatory bodies to close the transaction.

    • The Developer shall have delivered to the Investor all necessary documents and instruments to evidence the Developer's good and marketable title to the Development Property.

8. Default and Remedies

A party shall be deemed to be in default of this Agreement if it fails to perform any of its obligations hereunder within [Number] days after written notice from the other party. Upon the occurrence of a default, the non-defaulting party shall have the right to pursue any and all remedies available to it at law or equity, including, without limitation, the right to:

  • Terminate this Agreement.

  • Seek specific performance of this Agreement.

  • Seek monetary damages.

9. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the rules of the [Arbitration Organization]. The arbitration shall be held in [City, State]. The decision of the arbitrator shall be final and binding on the parties.

10. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the courts of the Republic of Kenya.

11. Entire Agreement

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

12. Notices

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by overnight courier service, addressed as follows:

  • If to the Investor: [Investor Name] [Investor Address]

  • If to the Developer: [Developer Name] [Developer Address]

13. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.

14. Assignment

This Agreement may not be assigned by either party without the prior written consent of the other party.

15. Waiver

No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach.

16. Confidentiality

Each party agrees to hold confidential all information received from the other party pursuant to this Agreement, except to the extent such information is already in the public domain or is required to be disclosed by law.

17. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations hereunder due to any cause beyond its reasonable control, including, without limitation, acts of God, war, terrorism, labor disputes, or governmental regulations.

18. Amendments

This Agreement may be amended only by a written instrument signed by both parties.

19. Termination

This Agreement may be terminated by either party upon [Number] days' written notice to the other party.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Investor Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Developer Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]


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