LUSH GARDEN HOTEL LD

IN THE HIGH COURT OF THE UNITED REPUBLIC OF TANZANIA

ARUSHA SUB REGISTRY

AT ARUSHA LAND CASE NO. 69 OF 2023

BETWEEN LUSH GARDEN HOTEL LIMITED................................................. 1st PLAINTIFF SUIT/THE 1ST DEFENDANT IN CONTER CLAIM SAKINA SHOPPING CENTRE LIMITED...................................... 2nd PLAINTIFF MAIN/2ND DEFENDANT IN COUNTER CLAIM

VERSUS NMB BANK PLC......................................................... Ist DEFENDANT IN MAIN SUIT/PLAINTIFF IN COUNTER CLAIM ADILI AUCTION MART LIMITED.................... 2nd DEFENDANT IN MAIN SUIT JOSEPH PASCAL MROSO...................... 3rd DEFENDANT IN COUNTER CLAIM JOSEPH BERNARD SHAO...................... 4th DEFENDANT IN COUNTER CLAIM

CONSENT JUDGMENT 13 & 13/11/2024 MWENDA, J.: This is a consent judgment arising from a mutually acceptable settlement by the parties above. Primarily, the plaintiffs above instituted this suit against the defendants herein for the following reliefs. 1 | Pa ge i. An order declaring that the Plaintiff's outstanding loan amount from the 1st Defendant is Tanzania Shillings One Billion, One Hundred Twenty-Eight Million Four Hundred and Seventy Thousand Only (1,128,470,000/=). ii. An order for permanent injunction restraining the defendant and /or his agents, officers, workmen or any person whomsoever acting under or on his behalf from interfering the operations of the business and selling the mortgaged properties. iii. Punitive damages iv. General Damages v. Costs of the suit vi. Any other order or relief that this Honourable Court will deem fit, just and equitable to grant. AND WHEREAS, by way of counter claim, the 1st defendant in main suit, and the plaintiff in the counter claim, filed a counter claim seeking the following orders: i. An order for payment of total sum TZS 3, 578,209,042.07 jointly and severally from the 1st, 2nd, 3rd (Joseph Mrosso) and 4th (Joseph 2 | P age Shao) defendants in the counter claim being an outstanding amount of loan owes to the plaintiff as of 23rd October 2023. ii. Declaration of the court that 1st and 2nd defendants in counterclaim are in breach

of the credit facility and loan agreement entered between them and the plaintiff. iii. An order of the court to extend that in case of failure to pay the said amount, plaintiff is entitled to exercise her power of sale over the mortgaged properties (collaterals). iv. An order of the court to allow the plaintiffs herein to enforce corporate guarantee against 1st defendant and personal guarantee against the 3rd and 4th defendant. v. Commercial interest on claimed amount at the rate of 20% from the date of filing this suit to the date of judgment against the 1st and 2nd defendant. vi. Interest of 12 % on the decretal sum from the date of judgment to the date of full satisfaction of decree against 1st and 2nd defendant. vii. General damages against the 1st and 2nd defendant viii. Costs of this suit against the 1st and 2nd defendant ix. Any other relief(s) as the court may deem fit to grant. 3 | Pa ge The plaintiffs in this case are under the legal representation of the learned counsel Mr. Stephen D. Mushi while the 1st Defendant was represented by Mr. Godfrey Saro, the learned counsel. Whereas the parties herein agreed to settle their dispute amicably, and on 13/11/2024 the parties filed their deed of settlement in this court. The parties' deed of settlement is therefore adopted to form part of the court's proceedings, and I further make the following orders.

1. That, the 1st and 2nd Plaintiffs in main suit, are ordered to pay the 1st Defendant/ who is also the Plaintiff in counter claim a total sum of TZS 1,477,070,000/= being full and final settlement of the outstanding amounts which shall be paid in the following manner: i. TZS 621,380,000/= shall be paid immediately upon signing of this Deed of Settlement and/or by 31st October 2024 whichever comes first. ii. TZS 294,750,000/= shall be paid by 30th November 2024. iii. TZS 239,300,000/= shall be paid by 31st December 2024. iv. TZS 321,640,000/= shall be paid by 31st March 2025. 4 | Pa ge 2. That, upon execution of this Deed of Settlement and payment in full of the said TZS 1,477,070,000/= by the Plaintiffs in main/lst and 2nd defendant in counter claim, then the 1st Defendant/Plaintiff in counter shall have no further claim whatsoever against 1st, 2nd Plaintiffs in main suit/2ndand 3rd defendant in counter claim.

3. That 1stdefendant in main/ the Plaintiff in counter claim shall not have any claim against 3rd and 4th defendant namely, Joseph Paschal Mrosso and Joseph Edward Shao arising from the same cause of action that gave rise to the counter claim and main suit respectively. Furthermore, the 1st and 2nd Plaintiffs in main suit shall have no further claim whatsoever against 1st Defendant in main suit.

4. That, in the event the 1st and 2nd Plaintiffs in main suit/ defendants in counter claim fails to honor and fulfill any of his repayment obligations herein above, then the 1st Defendant in main suit/the Plaintiff in counter claim , will reinstate the entire outstanding debt including interests and will be at liberty to proceed with recovery measures for the entire outstanding amount without further reference to the 1st, 2nd Plaintiffs in main suit/ 1st and 2nd defendant in counter claim, and to the 3rd and 4th defendant Joseph Paschal Mrosso and Joseph Bernard 5 | P age Shao through directly sale of the Mortgaged properties and/or can initiate execution proceedings of the consent judgement.

5. Upon receipt of payment of TZS 1,477,070,000/= as agreed in this Deed of Settlement, the Plaintiff in counter claim/lst defendant in main suit shall promptly release and discharge all properties currently held under mortgage in relation to this agreement. The Bank shall also hand over all relevant title documents and any rights therein to the 1st and 2nd Plaintiff in main suit/ 1st and 2nd defendant in counterclaim thereby terminating any claims or interests over the said properties.

6. Upon signing this Deed of Settlement, and all interests or claims accrued in Commercial Case No. 15 of 2021 and Commercial Case No. 17 of 2021 which was had been determined before High court commercial Arusha shall be deemed fully waived by both parties. Consequently, neither party shall be entitled to pursue any further legal remedy, action, or claim in relation to those commercial cases as well as to the current land case No 69.

7. That, neither Party shall assign, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of its rights and obligations under this Deed. 6 | P a g e 8. Upon the execution of this Deed of Settlement by both parties, the parties acknowledge and agree that this Deed constitutes a full and final settlement of all matters and claims related to the subject matter hereof. Neither party shall have the right to appeal, review, or seek revision of any terms or provisions of this Deed, nor shall they contest or challenge the validity any of its terms in any court or forum. The parties agree that this Deed is binding and conclusive, and they waive any right to further dispute or contest the matters resolved herein.

9. That, both the legal and practical effect of this deed in each and every aspect has been fully explained by both parties, and both parties hereby acknowledge that the deed is fair and equitable.

10. That, both parties have further agreed that this deed of settlement has been executed freely and without undue influence or coercion.

11. That, each party shall bear its own legal costs. It is so ordered. DATED at ARUSHA this 13th day of November 2024. 7 | Pa ge

JUDGE 13/11/2024 8 | Pa ge