MEMORANDUM OF UNDERSTANDING

THIS Memorandum of Understanding is made and executed on this ………..day of April,

2017

1. PARTIES

THIS MEMORANDUM OF UNDERSTANDING (hereinafter referred to us the MOU) is

made and entered at Dar es Salaam this ...................... day of ................, 2017 by and
between GILBERT NICOLAS MCHAKAMA and ERICK CYRIAC RIWA, a natural
personals of Postal Office Box No. ……………… Dar es Salaam, Tanzania,
(hereinafter referred to as the “First Party”, which expression unless excluded, by or
repugnant to the context shall be deemed to include her heirs, executors,
administrators, assigns and successors in title) of the other part.

AND

XXXXXXXX and XXXXX, who are natural persons residing at Plot No.. Block No…. and
working for gain in Dar es Salaam, Tanzania, (hereinafter referred to as the “Second
Party”, which expression unless excluded, by or repugnant to the context shall be
deemed to include her heirs, executors, administrators, assigns and successors in
title) of the other part.

2. RECITALS

WHEREAS the first party are the shareholders in Flexcode Company Limited a registered
company under the laws of the United Republic of Tanzania with Certificate of Incorporation
no. 130466 located at Plot No. 1904, Dar Free Market, Ali Hassan Mwinyi Road, Kinondoni
Municipality, Dar es Salaam Region herein referred as the “The Company”).

WHEREAS the first party own Ten Thousand (10,000) shares in total out of Fifteen Thousand
(15,000) shares in the Company.

WHEREAS the first party has intention to sale the shares they own to the Second Party, and
the second party is desirously having an intention to buy the shares of the Company.

WHEREAS the second party is buying the shares of the company from the first party and the
first party is selling the shares they own in the company to the first party.

WHEREAS the parties have agreed to heed the terms of this MOU without any hesitations or
setbacks.

NOW THIS MEMORANDUM OF UNDERSTANDING IS AGREED AS FOLLOWS;

ARTICLE 1; DEFINITIONS and INTERPRETATIONS

In this MOU unless the context otherwise requires the following words shall have the
respective meanings assigned to them as follows:-

1.1 Company means FLEXCODES COMPANY LIMITED.

1.2 Documents means the Certificate of Incorporation, Tax Identification

Number (TIN), Certificate of Registration, Memorandum and Articles
of Association, Cheque Books and any other related company
document including lease agreement etc.

1.3 First Party means GILBERT NICOLAS MCHAKAMA and ERICK CYRIAC
RIWA.

1.4 MOU means Memorandum of Understanding

1.5 Second Party means XXXXXXXXX and XXXXXXXXX.

1.6 Shares means Ten Thousands (10,000) shares owned by the First
Party.

ARTICLE 2: CONSIDERATION

The Second Party shall buy the shares of the company form the first party at the
consideration of Eighty Million Shillings Only (Tshs, 65,000,000.00) as the purchase price of
the shares of the first party.

ARTICLE 3: PAYMENT

3.1 The Second Party shall pay the First Party a total of Sixty Five Million Shillings Only (Tshs,
65,000,000.00) at once thus;

a. The Second Party shall pay the First Party Sixty Five Million Shillings Only (Tshs,
65,000,000.00) after signing of all legal documents which effects the Sales of the
company.

3.2 That on signing of this MOU the First acknowledges to have been paid the First
Instalment by the Second Party.
3.4 That all the payment shall be made through the bank deposit in the account with the
following details;

Account No;

Account Name:

Bank and Branch:

Swift Code:

ARTICLE 4: OWNERSHIP

4.1 That the First Party shall be the owner of the shares until the full payments is completely
paid up by the Second Party.

4.3 That the First Party shall surrender all the documents of the company to the Second Party
when the Second Party make full payment.

4.4 That all the documents of the company on signing of this MoU shall be retained by the
Advocate who drafted and witnessed this MOU until Second Party make full payment.

ARTICLE 5: TRANSFER OF SHARES

5.1 That the share transfer agreements and transfer of stock forms of shall be signed by the
parties immediately effectively after completion of payment of the Second Instalment
by the Second Party.

5.2 That the First Party shall sign a Board Resolution to effect change directors and
shareholders and insert the names of the Second Party as directors and shareholders.

ARTICLE 6; COMPANY OPERATIONS

6.1 That the Second Party shall upon payment of the full payment to the First Party, operate
and manage the company activities under a minimum supervision of the First Party as
reasonable as possible where necessary.

6.2 The First Party shall not restrict the Second Party to operate and manage the company
activities without any justifiable cause and reason.
ARTICLE 7; COSTS, TAXES and DUTIES

That, all the costs, taxes, duties arising in the transfer of shares and final acquisition of the
company, shall be borne by the Second Party. The First Party shall not be held responsible to
make any payments in relation to the transfer of shares of the company.

ARTICLE 8; SEVERABILITY OF PROVISIONS

Should one or more of the provisions of this MOU prove to be invalid and/or unenforceable
this will not affect the validity and/or enforceability of the other provisions of this MOU. In
case of such invalidity and/or unenforceability the parties to this MOU shall replace such
invalid and/or unenforceable provision(s).

ARTICLE 9; AMENDMENT AND ALTERATIONS

All or any of the provisions of this MOU may be amended, altered, added to or replaced by
the parties by mutual agreement.

ARTICLE 10; APPLICABLE LAW

This MOU shall be governed by and construed in accordance with the laws for the time being
in force in the United Republic of Tanzania.

ARTICLE 11; DISPUTE RESOLUTION

All disputes and controversies arising out of/or relating to the performance of this
Memorandum of Understanding shall be settled by mutual agreement in case no settlement
reached thereof, each party shall be at liberty to refer the matter in the Courts of law with
jurisdiction.

IN WITNESS WHEREOF the parties hereto have duly executed this Memorandum of
Understanding on the day, month and year first above written and hereinafter appearing.

SIGNED AND DELIVERED BY “THE FIRST PARTY”,

Name: GILBERT NICOLAS MCHAKAMA

Signature:………………………………………
Address: P.O.BOX …………..…DAR ES SALAAM

Qualification: THE FIRST PARTY

Name: ERICK CYRIAC RIWA

Signature:………………………………………

Address: P.O.BOX …………..…DAR ES SALAAM

Qualification: THE FIRST PARTY

Before Me;

Name:………………………………………………

Signature:………………………………………….

Address :……………………………………………

Qualification: ADVOCATE/COMMISSIONER FOR OATHS

SIGNED AND DELIVERED BY “THE FIRST PARTY”,

Name: XXXXXXX XXXXXXXX

Signature:………………………………………

Address: P.O.BOX …………..…DAR ES SALAAM

Qualification: THE SECOND PARTY

Name: XXXXXX XXXXXXX

Signature:………………………………………

Address: P.O.BOX …………..…DAR ES SALAAM

Qualification: THE SECOND PARTY

Before Me;
Name:………………………………………………

Signature:………………………………………….

Address :……………………………………………

Qualification: ADVOCATE/COMMISSIONER FOR OATHS