Dated ……………………………….………………………...

, 2022

[●]

and

[●]

JOINT VENTURE AGREEMENT

Table of Contents

Clause Page

1 DEFINITIONS AND INTERPRETATION ................................................................................. 3

2 ESTABLISHMENT OF JOINT VENTURE .................................................................................. 4
3 PURPOSES AND OBJECTIVES ................................................................................................... 5
4 COMMENCEMENT AND DURATION OF AGREEMENT...................................................... 5
5 NATURE OF JOINT VENTURE .................................................................................................. 5
6 CONTRIBUTIONS OF JOINT VENTURE .................................................................................. 5
7 GENERAL RIGHTS AND OBLIGATIONS OF THE PARTIES ................................................ 6
8 MANAGEMENT OF THE JOINT VENTURE ............................................................................ 7
9 FINANCIAL PROVISIONS ........................................................................................................... 7
10 SUBCONTRACTING .................................................................................................................... 7
11 INDEMNITY ................................................................................................................................. 8
12 DISPUTE RESOLUTION .............................................................................................................. 8
13 BREACH......................................................................................................................................... 8
14 CONFIDENTIALITY .................................................................................................................... 8
15 INTELLECTUAL PROPERTY ...................................................................................................... 9
16 MISCELLANEOUS ........................................................................................................................ 9
17 COSTS........................................................................................................................................... 11

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This Agreement is made as of 2022 between:

(1) [●], for the purposes hereof of P.O. Box [●], Nairobi (hereinafter referred to as “[●]” which
expression shall where the context so requires include [●]’s successors in title and permitted assigns)
of the first part; and
(2) [●], for the purposes hereof of P.O. Box [●], Nairobi (hereinafter referred to as “[●]” which
expression shall where the context so requires include [●]’s successors in title and permitted assigns)
of the second part.

Whereas:

(A) [●] (hereinafter called the “Client”) has issued a Request for Proposal to interested contractors in
respect of Proposed [●] at [●] dated [●] (hereinafter called the “Project”).
(B) The Parties have agreed to form a joint venture for the purposes of responding to and submitting a
joint bid proposal in respect of the Project (“the Joint Venture”).
(C) The Parties have agreed to assist each other through the formation of the Joint Venture by
combining their respective capabilities and expertise in formulating a joint bid for the Project.
(D) The Parties wish to reduce the terms and conditions of the Joint Venture reached in writing on the
basis that there will be no binding agreement between them until such time as this Agreement has
been signed by all the Parties.

It is agreed as follows:

1 DEFINITIONS AND INTERPRETATION

1.1 Definitions
In this agreement and in the schedules (unless the context otherwise requires) the following words
and expressions shall have the following meanings:
1.1.1 “Client” means [●];
1.1.2 “Effective Date” means the date of execution of this Agreement by the last Party signing;
1.1.3 “Joint Venture” means the joint venture constituted by the Parties to this Agreement for
the sole purpose of submitting a joint bid for the Project, and, in the event of being
awarded the Project by the Client, the execution of the Project in accordance with terms
of an appropriate agreement to be made between the Client and the Parties;
1.1.4 “Invitation” means the call for expression of interest from the Client to the public to
submit proposals for the Project in accordance with terms contained in the Request for
Proposal dated [●];
1.1.5 “Lead Member” the lead member of the Joint Venture, being [●] nominated by the
Parties, solely for the purposes of representing the Parties and engaging with the Client on
behalf of the Joint Venture and its subcontractors as contemplated in this Agreement;
1.1.6 “Mandate Agreement” means the agreement to be concluded between the successful
bidder and the Client for the execution of the Project;
1.1.7 “Parties” means [●] and [●], and any reference to “a Party” shall refer to one of the
relevant Parties as required by the context;
1.1.8 “Project Committee” the committee constituted in terms of Clause 8;
1.1.9 “Terms of Reference” means Terms of Reference to be agreed by the Parties; and
1.1.10 “this Agreement” this Joint Venture Agreement between the Parties.
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1.2 Interpretation
In this Agreement, unless the context requires otherwise:
1.2.1 The headings of clauses and sub-clauses have been inserted for convenience only and shall
not affect the interpretation of this Agreement.
1.2.2 Any reference to any agreement, shall be construed as including a reference to any
agreement amending, varying, novating or substituting that agreement, provided all
approvals required to be given pursuant to this agreement for any amendment, variation,
novation or substitution of such agreement has been obtained.
1.2.3 Any reference to one gender shall include the other gender and the neuter.
1.2.4 References to “clauses”, “sub-clauses” and “Schedules” are references to the clauses, sub-
clauses and schedules of this Agreement.
1.2.5 Words in the singular number shall include the plural and vice versa.
1.2.6 References to a “person” shall include where the context so requires, an individual, firm,
company, corporation, juristic person, local authority, and any trust, organisation,
association or partnership, whether or not having separate legal personality.
1.2.7 The number of days indicated to commit an act or indicated for any other purpose, is
calculated by excluding the first day and including the last day.
1.2.8 Words defined in a specific clause have the same meaning in all other clauses of this
Agreement.
1.2.9 The Parties acknowledge that each of them has had the opportunity to take legal advice
concerning this Agreement and agree that no provision or word used in this Agreement
shall be interpreted to the disadvantage of either Party because that Party was responsible
for or participated in the preparation or drafting of this Agreement or any part of it.
1.2.10 If any definition in this Clause 1 contains a substantive provision conferring rights or
imposing obligations on any Party, effect shall be given to such provision as if it was a
substantive provision in the body of this Agreement.

2 ESTABLISHMENT OF JOINT VENTURE

2.1 The Parties hereby establish and associate themselves as a Joint Venture for the purposes of
performing and promoting the objectives as contemplated herein.
2.2 The Joint Venture shall:
2.2.1 exist only for the purposes and objectives as set out herein;
2.2.2 comprise the Parties only; and
2.2.3 be governed by the provisions of this Agreement.
2.3 The Joint Venture has nominated [●] as the Lead Member and hereby duly authorises [●], subject
to obtaining the prior approval of the other Party as to the scope of the mandate, if required by the
Client to enter into and sign any mandate agreement with the Client on behalf of the Joint Venture
in the event of the Joint Venture being successfully awarded the Project.
2.4 The Joint Venture shall utilize the postal and physical address of [●] for purposes of official
communication with the Client, who shall also be the primary point of contact with the Client.
2.5 The Joint Venture does not intend to form a separate legal entity for the purposes of the Project
but shall be constituted and governed by the provisions of this Agreement.

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2.6 In the event the bid by the Joint Venture is successful, the Parties shall enter into a separate
agreement to set out the terms and conditions of engagement with the Client.

3 PURPOSES AND OBJECTIVES

3.1 It is recorded that the Joint Venture has been formed for the sole and exclusive purpose of
formulating and submitting a bid to the Invitation with a view to the Joint Venture being awarded
the Project.

4 COMMENCEMENT AND DURATION OF AGREEMENT

4.1 This Agreement shall commence on the Effective Date and shall thereafter continue until such time
as the Joint Venture is finally informed of its failure to be awarded the Project, in which event this
Agreement shall automatically terminate with effect from the date of such notification, or in the
event that the Joint Venture is awarded the Project and appointed, until the due execution of the
Project by the Joint Venture or earlier termination of the Project in accordance with the mandate
agreement or in accordance with any written agreement between the Parties.

5 NATURE OF JOINT VENTURE

5.1 Nothing in this Agreement including, but not limited to, the placing of any capital at risk by any
Party to the Joint Venture for the purposes of the Joint Venture, is intended or shall be construed
as creating a partnership in law between the Parties.
5.2 No Party shall have the authority or power to contract in the name of another save as may be
expressly agreed to in writing, or as may be provided for in this Agreement.
5.3 Save as provided for in this Agreement and as required, implied or accepted as a natural and
reasonable consequence of the Lead Member representing the Joint Venture in terms of the
mandate agreement, no Party shall hold itself out as representing, or acting on behalf of the Joint
Venture without the written consent of the other Parties first having been had and obtained, and
this Agreement shall not be construed as creating any form of agency between any of the Parties to
this Agreement unless this Agreement specifically and expressly creates such agency.
5.4 Save as provided for in this Agreement, in the event of any Party holding itself out as a partner or
agent of all or any of the other Parties contrary to the provisions of Clause 5.3 above and generally
to the terms of this Agreement and incurring expenses for or claims against any other Party to this
Agreement as a result thereof, then such Party who so holds itself out hereby indemnifies and holds
both the Joint Venture (to the extent necessary) and each of the other Parties harmless against such
expenses, claims, legal costs and/or damages resulting from an indemnified party enforcing the
aforesaid indemnity.

6 CONTRIBUTIONS OF JOINT VENTURE

6.1 The Parties hereby agree to contribute to the Joint Venture their skills, labour, expertise and in
general, their capabilities to obtain and execute the Project in accordance with the general division
of work to be agreed in writing between the Parties.
6.2 The general division of work will be further circumscribed by a subsequent agreement between the
Parties, in the event of the award of the Project to the Joint Venture, and by the mandate agreement
to be concluded with the Client.
6.3 The Parties shall for the duration of this Agreement, and with a view to achieving the purposes and
objectives of this Agreement, use their best endeavours to promote the objectives of the Joint
Venture, and be responsible for their respective duties as agreed and contemplated in this Clause 6.
6.4 The Parties agree that although there may be some overlapping of the duties of the Parties as
described in this Clause 6, the Parties shall at all times reasonably adhere to the division of roles
contained in this Clause 6.

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6.5 Notwithstanding the contribution by the Parties, it is recorded that any assets which belong, or may
belong to the respective Parties shall not constitute assets of the Joint Venture.

7 GENERAL RIGHTS AND OBLIGATIONS OF THE PARTIES

7.1 Each Party shall at all times display the highest degree of goodwill and bona fides towards the others
in all matters relating to the Joint Venture.
7.2 [●] will prepare the bid proposal to the Invitation and with the approval of all Parties, submit the
bid timeously to the Client for and on behalf of the Joint Venture and in accordance, as far as is
reasonably possible, with the Invitation but subject to the instructions and agreement by all Parties
with the contents thereof.
7.3 [●] will provide all the documents required on its part for the bid proposal.
7.4 All Parties shall co-operate fully with each other with a view to the preparation of the bid proposal
to the Client, it being specifically recorded and agreed that it is the intention of the Parties that the
Joint Venture be appointed by the Client for the Project.
7.5 No Party shall have a claim of any nature whatsoever against any other member of the Joint Venture
in the event that the Joint Venture is, for any reason at all, not awarded the Project as contemplated
in the Invitation.
7.6 Both [●] and [●] hereby jointly and severally appoint [●] to be their attorney and in the name and
on behalf of the Joint Venture. [●] is hereby authorised to execute all documentation for and on
behalf the Joint Venture for the purposes of submitting the tender of the Joint Venture to the Client
in response to the Invitation.
7.7 In accordance with the terms of the Invitation, both [●] and [●] shall be jointly and severally liable
to the Client for the fulfilment of the provisions of the mandate agreement.
7.8 Subject to Clause 9, any and all official correspondence with or destined for the Client emanating
from any member of the Joint Venture shall only be dispatched to the Client through the offices of
the Lead Member and any official correspondence from the Client shall only be channelled through
the Lead Member in order that the affairs and work of the Joint Venture and its relationship with
the Client may properly be managed.
7.9 Each Party shall at all times avoid a conflict of interest between the Joint Venture and their own
interests and should any member of the Joint Venture believe that such a conflict may exist, such
Party shall immediately advise the Project Committee, referred to in Clause 8 in writing of the nature
of such conflict of interest.
7.10 Each Party shall at all times make a full disclosure of information relating to the affairs of the Joint
Venture to the other Parties, including the furnishing of accounts and explanation of any matters
when reasonably requested to do so.
7.11 Each Party shall at all times punctually pay its debts and refrain from any conduct and avoid any
proceedings which might lead to the attachment of an interest in the Joint Venture.
7.12 No Party shall, without the prior written consent of the other Parties, bind the Joint Venture as
surety for anybody or entity or otherwise encumber the interests of the Joint Venture.
7.13 Each Party agrees to co-operate fully and in good faith and to place at the disposal of the Joint
Venture the benefits of its experience, technical knowledge and experience, and to use its best
endeavours to achieve the objects of the Joint Venture as stated in this Agreement.
7.14 Each Party shall carry out diligently and punctually all the duties that such Party is obliged to carry
out and perform in terms of this agreement and shall where reasonably requested by the Project
Committee referred to in Clause 8, provide reasonable assistance commensurate with its expertise
and skills to other members of the Joint Venture in the discharge of its respective obligations.

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7.15 All Parties shall, in relation to the Project, not be entitled to offer their services to any person, entity
or organisation other than as a member of the Joint Venture.
7.16 All work carried out by each Party shall not under any circumstances whatsoever be utilized by any
member of the Joint Venture other than exclusively for the benefit of the Joint Venture in respect
of the Project without the prior written consent of all Parties and the Client, as required in terms of
Clause 14.

8 MANAGEMENT OF THE JOINT VENTURE

8.1 The Joint Venture shall be managed by a Project Committee consisting of at least 1 (One)
representative from each Party as nominated and appointed from time to time by the Parties and
the Parties agree to comply with and adhere to the directions and instructions of the Project
Committee, where such instructions and directions are issued in good faith.
8.2 The Project Committee shall meet from time to time as may be agreed upon.
8.3 The Project Committee shall operate through mutual consent of all the Parties.
8.4 Subject to this Clause 8, the Project Committee shall be entitled to regulate its workings and activities
in its own discretion.

9 FINANCIAL PROVISIONS
9.1 The Joint Venture will charge the Client the fees and disbursements as set out in the financial
proposal contained in the bid proposal submitted by the Joint Venture to the Client in response to
the Invitation, and it is recorded that such fees and disbursements are the maximum fees and
disbursements which the Joint Venture is entitled to charge the Client for services rendered, unless
a contrary agreement is reached with the Client regarding fees and disbursements.
9.2 Payment by the Lead Member of the amount invoiced by each respective Party, shall be deemed to
be a full discharge of the respective Party’s portion of the revenues accruing to the Joint Venture
from time to time for services rendered to the Client, and no Party shall be entitled to receive any
amounts in excess of these amounts.
9.3 Each Party shall be liable for their own operating and running costs, including but not limited to
travel and accommodation costs incurred in the execution by the Party of its duties in terms of this
Agreement.
9.4 The Parties shall not, unless authorized by the Project Committee, incur any expenses in respect of
the Joint Venture which is not directly related to the execution by any Party of its duties in terms of
this Agreement. Where any such expenses are authorized by the Project Committee, the Project
Committee shall agree to an appropriate division of the expenses between the Parties.
9.5 The Parties shall not be liable to each other for any costs or expenses incurred in the preparation or
provisioning of assistance in the preparation of the bid to be submitted by the Joint Venture in
response to the Invitation.

10 SUBCONTRACTING
10.1 Notwithstanding anything to the contrary contained in this Agreement or anywhere else the Joint
Venture shall be entitled but not obliged, to engage the services of whatever subcontractors,
consultants or experts the Joint Venture deems fit on such terms and conditions that the Joint
Venture deems fit for the purposes of carrying out or assisting with the carrying out of the Project,
provided that all the Parties have consented to such engagement and the terms and conditions of
such engagement and provided further that the terms and conditions of such engagement shall be
binding on all the Parties.

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10.2 In procuring the engagement of the services of any person, the Joint Venture shall ensure that the
terms and conditions of such engagement contain an appropriate indemnity in favour of all
members of the Joint Venture against all claims by any third party.

11 INDEMNITY
11.1 In addition to and without prejudice to any other indemnity or obligation contained or contemplated
in this Agreement, each of the Parties shall be liable to the others for and hereby indemnifies the
others, their directors, partners, officers, employees, representatives and agents and holds them
harmless and keeps them so indemnified and harmless in full against any claim (including but not
limited to legal costs incurred in defending any third party claims or enforcing this indemnity), by
any third party against any of such other Parties, attributable to or arising (whether directly or
indirectly) from the indemnifier's fault or negligence or default by the indemnifier in respect of any
of its obligations to the Client under the mandate agreement or any other agreement with the Client
or attributable to or arising from any act or omission on the part of any subcontractor or person
appointed by the indemnifier as contemplated in this Agreement, provided that this clause shall not
apply in respect of any act or omission by the person appointed by the Joint Venture in terms of,
and in accordance with, Clause 8.

12 DISPUTE RESOLUTION
12.1 The Dispute Resolution Procedure set out in this Clause 12 (the “Dispute Resolution Procedure”
shall apply to any dispute, claim or difference arising out of or relating to this Agreement.
12.2 All disputes shall first be referred to the Project Committee, for resolution. An agreement reached
by the Project Committee shall be in writing and shall be binding on the Parties.
12.3 If the Parties are unable to resolve any dispute within 7 (seven) working days of referral to the
Project Committee, either Party may refer the dispute for arbitration, which arbitration shall be
conducted by an arbitrator appointed by the Chairman for the time being of the Chartered Institute
of Arbitrators (Kenyan Branch) and finally determined in accordance with the Kenya Arbitration
Act, 1995 and the Rules of the Kenyan Chapter of the Chartered Institute of Arbitrators which
Rules are deemed to be incorporated by reference to this clause. The costs of the arbitration
proceedings shall be borne by the Parties as decided by the arbitrator.
12.4 The Arbitration shall be held in Nairobi and only the Parties and their legal and other representatives
involved with the dispute shall be in attendance. The Arbitration shall be eld in English language.
12.5 Nothing in this clause shall prevent any Party from obtaining interim relief on an urgent basis from
a court of competent jurisdiction pending the resolution of the dispute.

13 BREACH
13.1 If any of the Parties materially breach any of its obligations in terms of this Agreement, the other
Party/Parties shall be entitled to call upon the defaulting Party to remedy that breach within 10 (ten)
days of written notice been given to the defaulting Party, requiring it to do so, failing which the
Party/Parties giving the notice may, subject to any other rights, terminate this Agreement and
replace the defaulting party without prejudice to their other rights in this agreement. Provided
however, any termination shall first be preceded by a reference of the issue giving rise to the claim
of breach, to the Project Committee and failing no agreement is reached by the Project Committee
regarding the issue within 7 (seven) working days of referral of the issue to the Project Committee.
13.2 Nothing shall prejudice the rights of the non-defaulting Party to recover damages from the
defaulting Party by reason of such breach or claim specific performance.

14 CONFIDENTIALITY
14.1 The Parties acknowledge that they may, in the course of the carrying out of the Project, gain access
to and become acquainted with the techniques, methods and processes, trade secrets, data,
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 information technology, software, associates, clients, and other private, sensitive and confidential
information (“Confidential Information”) as well as any other documentation or information arising
from or relating to the Confidential Information, of the other Parties and the Client.
14.2 The Parties accordingly undertake, for the duration of this Agreement as well as after the
termination thereof, not to directly or indirectly, utilize, disclose or make public to any third party
any Confidential Information of the other Party or the Client and to keep any Confidential
Information secret and confidential at all times, except as pursuant to and for the purposes of this
Agreement.
14.3 The Confidential Information shall not include information:
14.3.1 which was known to a Party or the Client prior to its receipt from another Party;
14.3.2 which is revealed to the professional advisers of the Parties, subject to such persons being
informed of the requirements of this Clause 14 and agreeing to abide by the terms thereof;
14.3.3 which is already generally available and in the public domain otherwise than as a result of
a breach of this Clause 14;
14.3.4 which is lawfully acquired from third parties who have a right to disclose such information;
14.3.5 disclosed as part of any attempt to resolve a dispute in accordance with Clause 12;
14.3.6 which is already lawfully in the possession of the receiving Party (who is under no
obligation restricting its disclosure) prior its disclosure by the disclosing Party;
14.3.7 which by mutual agreement is released from a confidential status; and
14.3.8 which is required to be disclosed in response to a valid order of court or other
governmental agency or if disclosure is otherwise required by law, and a Party will provide
the other Party or Client with prompt written notice if such disclosure is required, and
shall limit the disclosure to the minimum necessary to comply with the law.
14.4 The Parties herewith agree that the they may utilize each other’s Confidential Information internally
for reference, methodological purposes and the performance of their respective duties in terms of
this Agreement, provided the prior written consent of the Party or Client to whom the Confidential
Information relates, has been obtained.

15 INTELLECTUAL PROPERTY
15.1 It is recorded that all intellectual property rights of the Parties whatsoever, whether capable of
registration or not, or not yet registered, including their names, logos, images and other intellectual
property matters relating to them, shall remain the exclusive and sole property of the respective
Parties.
15.2 A Party shall not use another Party’s names, logos, images or otherwise make reference to another
Party without its consent and shall in any event cease to make use thereof immediately upon
termination of this Agreement, unless the Parties have agreed otherwise.

16 MISCELLANEOUS
16.1 No Party may without the prior written consent of the other Parties, delegate, assign, cede, transfer
or in any other way alienate or dispose of any of its rights or obligations in terms of this Agreement
to any other person, which consent may not be unreasonably withheld.
16.2 No provision of this Agreement (including, without limitation, the provisions of this clause) may be
amended, substituted or otherwise varied, and no provision may be added to or incorporated in this
Agreement, except (in any such case) by an agreement in writing signed by the duly authorized
representatives of the Parties.

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16.3 Any relaxation, indulgence or delay (collectively referred to as “Indulgence”) by either Party in
exercising, or any failure by either Party to exercise, any right under this Agreement shall not be
construed as a waiver of that right and shall not affect the ability of that Party subsequently to
exercise that right or to pursue any remedy, nor shall any Indulgence constitute a waiver of any other
right (whether against that Party or any other person).
16.4 The waiver of any right under this Agreement shall be binding on the waiving Party only to the
extent that the waiver has been reduced to writing and signed by the duly authorized
representative(s) of the waiving Party.
16.5 This Agreement may be executed in any number of identical counterparts, including by way of
electronic, digital, or scanned signatures, all of which when taken together shall constitute one
agreement. Any single counterpart or a set of counterparts taken together which, in either case, are
executed by the Parties shall constitute a full original of this Agreement for all purposes.
16.6 All notices and any other communications whatsoever (including, without limitation, any approval,
consent, demand, query or request) by either Party in terms of this Agreement or relating to it shall
be given in writing, and shall be sent by registered post, or delivered by hand, or transmitted by
facsimile or electronic mail to the recipient Party at its relevant address set out below:
16.7 if to [●], at:
Postal address: P.O. Box [●], Nairobi
Electronic mail address: [●]
Marked for the attention of: [●] - The Chief Executive Officer
16.8 if to [●], at:
Postal address: P.O. Box [●], Nairobi
Electronic mail address: [●]
Marked for the attention of: [●] - The Chief Executive Officer
16.9 Either Party may, by written notice to the other Party, change any of the addresses at which, or the
designated person for whose attention those notices or other communications are to be given.
16.10 Any notice or other communication given by any Party to the other Party which:
16.10.1 is sent by registered post to the addressee at its specified address shall be rebuttably
presumed to have been received by the addressee on the 7th (Seventh) day after the date
of posting; or
16.10.2 is delivered by hand during the normal business hours of the addressee at its specified
address shall be rebuttably presumed to have been received by the addressee at the time
of delivery; or
16.10.3 is transmitted by facsimile copier to the addressee at the addressee’s specified facsimile
number shall be rebuttably presumed to have been received by the addressee on the date
of transmission as indicated on the sender’s facsimile transmission report; or
16.10.4 is transmitted by electronic mail to the addressee at the addressee’s specified electronic
mail address shall be rebuttably presumed to have received by the addressee on the date
of transmission as reflected on the sender’s electronic mail records.
16.11 The Parties choose their respective physical addresses in Clause 16.6 as their respective addresses
where legal notices may be sent at which all documents relating to any legal proceedings to which
they are a party may be served. If that address is changed to another address which is not a physical
address in the Republic of Kenya, then the original address shall remain the address of the relevant

10
 Party where legal notices may be sent until it nominates a new physical address within the Republic
of Kenya in writing, to be its new address where legal notices may be sent.
16.12 The Parties agree to perform, or procure the performance, of all further things, and execute and
deliver (or procure the execution and delivery) of all further documents, as may be required by Law
or as may be desirable or necessary to implement or give effect to this Agreement and the
transactions contemplated therein.
16.13 By entering into this Agreement, the Parties warrant that there are no impediments or restrictions
to their doing so and that this Agreement does not violate the provisions of any Agreement between
any of the Parties and any third party.
16.14 This Agreement and any dispute arising in relation to it shall be determined by, governed by and
construed in accordance with the laws of the Republic of Kenya.

17 COSTS
17.1 Each Party shall pay its own costs relating to and in connection with the negotiation, preparation,
drafting and signature of this agreement, and any amendments thereto.
IN WITNESS WHEREOF this Agreement has been duly executed by or on behalf of the parties hereto
as of the day and year first above written.

EXECUTION:
SIGNED for and on behalf of: ]
[●] [●] Limited by: ]
]
]
……………………………………... ]
Director ]
]
]
……………………………………... ]
Director ]

SIGNED for and on behalf of: ]

[●]Limited by: ]
]
]
……………………………………... ]
Director ]
]
]
……………………………………... ]
Director ]

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