DATED THIS DAY OF , 2023

MEMORANDUM OF UNDERSTANDING
OF THE PARTNERS OF RONALDS EAST AFRICA LLP
(THE PARTNERSHIP)

BETWEEN
RONALD NGEDI BWOSI
-AND-
NOAH OBUTABILA NDAKALA
-AND-
XXXXX

-AND-
XXXXXXXXX

-AND-
XXXXX

DRAWN BY:
Ogejo, Omboto & Kijala
Advocates LLP
Flamingo Towers, 3rd Floor
Mara Road, Upper Hill
P.O. Box 21193-00505
Nairobi.
 MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding is made this ………....… day of ……………………. 2023

BETWEEN:
1. RONALD NGEDI BWOSI of Kenyan National Identity Card Number 23537671 of
P.O BOX 41331-00100, Nairobi hereinafter referred to as “ 1st Partner” which
expression shall be deemed to mean and include its administrators, successors and
permitted assigns) of the FIRST PART;
AND
2. NOAH OBUTABILA NDAKLA of Kenyan National Identity Card Number 14721558
of P.O BOX 41331-00100, Nairobi. hereinafter referred to as “ 2nd Partner” which
expression shall be deemed to mean and include its administrators, successors and
permitted assigns) of the SECOND PART

AND
3. ………… of P.O BOX………..

4. ………… of P.O BOX………..

5. ………… of P.O BOX………..

6. ………… of P.O BOX………..

7. ………… of P.O BOX………..

8. ………… of P.O BOX………..

9. ………… of P.O BOX………..

10. ………… of P.O BOX………..

11. ………… of P.O BOX………..

12. ………… of P.O BOX………..

hereinafter jointly referred to as “Junior Partners” which expression shall be deemed to mean and include
their administrators, successors and permitted assigns) of the THIRD PART;
WHEREAS

A. The purpose of this MOU is the constitution of a Partnership to be known as

“RONALDS EAST AFRICA LLP” formed for the conduct of audit, accounting, tax,
secretarial and consulting services and all other businesses incidental to these services.

B. The First and Second parties are the Equity Partners of the RONALDS LIMITED
LIABILITY PARTNERSHIP of registration Number….. and registered under the
Limited Liability Partnership Act, 2011 (hereinafter the Partnership) whose proportionate
ownership/Shareholding is as follows;

i. Ronald Ngedi Bwosi-67%

ii. Noah Obutabila Ndakala-33%

C. The First and Second Parties (Equity Partners) are desirous of ceding a percentage of
their shareholding in the Partnership as follows;

i. Ronald Ngedi Bwosi-17%

ii. Noah Obutabila Ndakala-3%

D. The Junior Partners who are non-equity partners of the Partnership are desirous of
purchasing the equity Shares of the Partnership relinquished by the Equity Partners on
and subject to the terms and conditions contained herein;

E. Accordingly, Parties are executing this MOU to lay down the terms and conditions upon
which the proposed restructure of the Partnership to Ronald East Africa LLP would take
place and also the terms and conditions which would be applicable pursuant to the
restructure.

NOW THEREFORE in consideration of the premises, the Parties intending to be legally bound
hereby agree as follows;

NOW IT IS HEREBY AGREED AS FOLLOWS:

1 Definitions and Interpretation
1.1 In this MOU (including the Recitals and the Schedules) unless the context otherwise
requires the following terms shall have the following meanings:
1.1.1 Act means the Limited Liability Partnership Act, 2011 of the Laws of Kenya;
1.1.2 Business means audit, accounting, tax, secretarial and consulting services with
the terms of this MOU and Partnership Deed;
1.1.3 Business Day means any day (other than a Saturday, Sunday or public holiday in
Kenya) on which commercial banks are generally open for the conduct of banking
business in Kenya;
1.1.4 Business Plan means the Business plan for the Partnership for a particular
Financial Year, and in respect of the First Financial Year shall mean the Initial
Business Plan, and Business Plans shall be construed accordingly;
1.1.5 “Connected Person/Concern” of the Partnership includes:-
a. any company and/or partnership under the same management as the
Partnership; or
b. any director of the Company or of any holding company or Subsidiary of the
Company or of any Company under the same management as the
Partnership; or
c. any trust in which the Partnership is a trustee or beneficiary; or
d. any firm or unlisted company in which the Partnership, or the Partners of the
Partnership is a partner, shareholder or director or has any share, control or
interest;
1.1.6 Deed of Adherence means a deed in the form or substantially in the form set out
in Schedule 1;
1.1.7 Effective Date means the date of this MOU;
1.1.8 Financial Year means the period beginning on the 1 st day of August and ending
on the 31st day of June in each year and the same may be amended from time to
time in accordance with the provisions of this MOU;
1.1.9 MOU means Memorandum of Understanding.
1.1.10 Shares means the shares in the contribution of the Partnership;
1.1.11 Requisite Consents means all consents, approvals, licenses, certificates and
permits (whether of a public or private nature) as may be required to be obtained
from Competent Authorities to enable the new entity carry out the Business;
1.1.12 Partners means initially the persons whose names and addresses are set out in the
Recitals of this MOU for so long as they hold Shares, and shall also include the
persons who, having executed a Deed of Adherence and complied with all the
formalities set out under this MOU and the Partnership Deed in relation to
becoming a an Equity Partner of the Partnership, may from time to time hold
Shares in the Partnership pursuant to or in accordance with the provisions of this
MOU and Partnership Deed shall be construed accordingly;
1.1.13 Shares means shares in the capital of the Partnership, and Share shall be
construed accordingly;
1.1.14 Statutory Requirements means the requirements under any Act enacted by the
Parliament of Kenya or any regulation or any by law of any Competent Authority
 which has any jurisdiction with regard to the Business or any matters
contemplated under this MOU;
1.1.15 Tax means all forms of taxation, duties, levies, imposts and social security
charges, including, without limitation, corporation tax, withholding tax, value
added tax, customs and excise duties, capital gains tax and other legal transaction
taxes, dividend withholding tax, (municipal) real estate taxes, other municipal
taxes and duties, environmental taxes and duties and any other type of taxes or
duties in Kenya, together with any interest, penalties, surcharges or fines relating
thereto, due, payable, levied, imposed upon or claimed to be owed in Kenya;
1.1.16 Transfer means any of a sale, transfer, assignment, exchange or other disposition
(including the creation of a trust or Encumbrance or a security interest over a
Share or Shares or giving any person any rights in or over a Share or Shares) by a
Shareholder of the legal or the beneficial or the legal and beneficial interest (as
the case may be) of or in respect of any Share or Shares and Transfers,
Transferring and Transferred shall be construed accordingly; and
1.2. Unless the context otherwise requires, in this MOU (including the Recitals
and the Schedules):
1.2.2. a reference to a statute or statutory provision is a reference to it as
amended, extended or re-enacted from time to time, provided that, as
between the parties, no such amendment, extension or re-enactment shall
apply for the purposes of this MOU to the extent that it would impose any
new or extended obligation, liability or restriction on, or otherwise
adversely affect the rights of, any party;
1.2.3. a reference to a statute or statutory provision shall include all subordinate
legislation made from time to time under that statute or statutory
provision;
1.2.4. words denoting the singular number shall include the plural and vice
versa and reference to the masculine includes a reference to the feminine
gender and neuter and vice versa and words importing the whole shall be
treated as including a reference to any part thereof;
1.2.5. a person includes a natural person, corporate or unincorporated body,
state agency, governmental authority or firm (whether or not having
separate legal personality) and that person's personal representatives or
successors (as the case may be) or permitted assigns;
1.2.6. a reference to one gender shall include a reference to the other genders;
1.2.7. references to indemnifying any person against any circumstance includes
indemnifying and keeping him harmless from any actions, claims and
proceedings from time to time made against that person and all proven
direct loss or damage and all payments, Taxes, liabilities, costs or
expenses made, incurred or suffered by that person as a consequence of
 or which would not have arisen but for that circumstance, provided
always that no indemnification shall apply in respect of any loss of
profits, goodwill or business or any other indirect or consequential losses;
1.2.8. references to costs, charges, expenses or remuneration shall be deemed to
include, in addition, references to any value added tax or similar Tax
charged or chargeable in respect thereof;
1.2.9. any obligation imposed by or resulting from the execution of this MOU
which is undertaken by more than one person shall be a several obligation
of each of the persons who have undertaken it, and in addition if and for
so long as such obligation can in law constitute a joint obligation of any
of such persons, also such a joint obligation;
1.2.10. the symbol KShs. and the words Kenya Shillings respectively denote the
lawful currency from time to time of the Republic of Kenya;
1.2.11. if a definition of a particular term or expression in this MOU imposes
substantive rights and obligations on a party such rights and obligations
shall be given effect to and shall be enforceable notwithstanding that they
are contained in a definition; and
1.2.12. where any term is defined within the context of any particular provision
in this MOU the term so defined, unless it is clear from the provision in
question that the term so defined has limited application to the relevant
provision, shall bear the meaning ascribed to it for all purposes in terms
of this MOU notwithstanding that that term has not been defined in this
Clause 1.
1.3. Clauses, Schedule and paragraph headings are inserted for convenience only and
shall not affect the interpretation or construction of this MOU.
1.4. The Schedules form part of this MOU and shall have effect as if set out in full in
the body of this MOU. Any reference to this MOU includes the Schedules.
1.5. Words in the singular shall include the plural and vice versa.
1.6. Unless the context otherwise requires, a reference to any party shall include that
party's successors and permitted assigns.
1.7. A reference to writing or written shall include any medium of reproducing
words in a legible and non-transitory form but shall not include faxes or e-mail.
1.8. Any obligation on a party not to do something includes an obligation not to agree
or allow that thing to be done by another person so far as this is within that
party’s power or control.
1.9. A reference to this MOU or to any other MOU or document referred to in this
MOU is a reference to this MOU or such other MOU or document as varied or
novated (in each case, other than in breach of the provisions of this MOU, and in
 accordance with the law to which that MOU or document is subject and the
particular conditions (if any) of such MOU or document) from time to time.
1.10. References to clauses, sub-clauses and Schedules are to be construed as
references to the clauses and sub-clauses of and the schedules to this MOU and
references to paragraphs are to paragraphs of the relevant Schedule.
1.11. Unless the context otherwise requires, any words following the terms including,
include, in particular or any similar expression shall be construed as illustrative
and shall not limit the sense of the words, description, definition, phrase or term
preceding those terms.
1.12. General words introduced by the word other (or any similar term) shall not be
given a restrictive meaning by reason of the fact that they are preceded or
followed by words indicating a particular class of acts, matters or things.

2. AGREEMENT TO PURCHASE SHARES OF THE PARTNERSHIP

2.1. Subscription to Equity Shares and purchase of the Sale Shares

2.1.1. On and subject to the terms and conditions contained in this MOU and subsequent
Letter of Offer and Purchase Agreement, Junior Partners agrees, on the First
Completion Date to subscribe to, and the Equity Partners shall issue and allot to the
Junior Partners:

2.1.1.1 Equity Shares of the Partnership ranking pari passu in allrespects with
the existing Equity Shares, including as to entitlement to dividends, at
price to be determined upon valuation of the Good will of the Junior
Partners, and its assets and shall be referred herein after as the
(“Subscription Price”).

2.1.2. Upon issue and allotment of the Subscription Shares to the Junior Partners, each
equity partner shall have contributed to the Partnership’s Capital and hold the
partnership shares as follows;

a. Ronald Ngedi Bwosi- 50%

b. Noah Obutabila Ndakla- 30%

2.1.3. The above subscription and purchase may be made in one or more of the following
ways;

a. Paid fully in cash; or

b. Paid by instalments of a minimum of Kshs…..; or

c. Facility.

2.1.4. The Equity Shares allotted to the Junior Partners shall at all times rank pari passu with
the existing Equity Shares of the Partnership with respect to all rights, including
voting rights.
 2.1.5. The Equity Shares forming part of the Subscription Shares and the Equity Shares to be
issued shall rank pari passu with the remaining Equity Shares of the Partnership in all
respects, including with respect to entitlement to dividend, bonuses and salaries.

2.2. The Partnership shall as soon as reasonably possible file with the Registrar of Companies, all
the requisite form(s) in connection with the issuance and allotment of the Equity Shares
constituting the Subscription Shares to the incoming partners.

3. Management and Authority

3.1. The Parties shall constitute a management committee whose mandate shall be the day to day
management of the Partnership.

3.2. The Management Committee shall consist of the Chairperson of the various divisions of the
Partnership as follows:

a. Chairperson Audit and Assurance Division;

b. Chairperson Tax Division;

c. Chairperson Advisory Services Division; and

d. Chairperson Human Resource Division.

3.3. The parties shall, to the extent that they are able to do so, exercise all their voting rights
and other powers in relation to the voting in of the Members of the Management
Committee from amongst themselves in accordance with this Clause 3 and the
Partnership Deed.
4. Termination
4.1. Except for the provisions as provided under Clause 3.2 of this MOU which shall
continue in full force and effect after termination of this MOU, this MOU shall
terminate:
4.1.1. as against any Shareholder, when such Shareholder ceases to hold any Shares; or
4.1.2. as against all parties, when, as a result of Transfers of Shares made in accordance
with this MOU and/or the Partnership Deed, only one (1) party remains as
beneficial holder of the entire issued share capital of the Partnership; or
4.1.3. as against all parties, when a resolution is passed by the Shareholders or by
creditors of the Partnership, or an order made by a court or other competent body
or person for the winding up of the Partnership and distribution of its assets
among the Partnership's creditors, Shareholders or other contributors; or
4.1.4. As against all parties, when all Shareholders agree that this MOU be so
terminated.
4.2. The following provisions of this MOU shall remain in full force and effect after
termination:
 4.2.1. Clause 1 (Interpretation);
4.2.2. this Clause 3 (Termination);
4.2.3. Clause 4(Status of the MOU);
4.2.4. Clause 5 (Confidentiality);
4.2.5. Clause 6 (Warranties);
4.2.6. Clause 7 (Entire MOU);
4.2.7. Clause 8 (Assignment and Novation);
4.2.8. Clause 9 (Variation and Waiver);
4.2.9. Clause 10 (Costs); and
4.2.10. Clause 16 (Governing Law and Dispute Resolution).
4.3. Termination of this MOU shall not affect any rights or liabilities that a party or parties
have accrued under it.
4.4. A party shall cease to be a party to this MOU for the purpose of receiving benefits and
enforcing its rights from the date that it ceases to hold (or beneficially own) any Shares
(but without prejudice to any benefits and rights enjoyed prior to such cessation).
4.5. Where the Partnership is to be wound up and its assets distributed, the parties shall
agree a suitable basis for dealing with the interests and assets of the Partnership and
shall endeavour to ensure that:
4.5.1. All existing contracts of the Partnership are performed to the extent that there
are sufficient resources;
4.5.2. The Partnership shall not enter into any new contractual obligations; and
4.5.3. The Partnership is dissolved and its assets are distributed as soon as practicable.
4.6. Where any party is required by any law, regulation or governmental or regulatory
authority to retain any information (or copies of such information) of any other party, it
shall notify such other party in writing of such retention giving details of the
information that it has been required to retain and the reason for such retention.
5. Status of the MOU
5.1. The Partners shall, to the extent that they are able to do so, exercise all its voting rights
and other powers in relation to the Partnership to procure that the provisions of this
MOU are properly and promptly observed and given full force and effect according to
the spirit and intention of the MOU.
5.2. If any provision in the Partnership Deed conflicts with any provision of this MOU, the
Partnership Deed shall prevail.
5.3. The Partners shall, when necessary, exercise their powers of voting and any other rights
and powers they have to amend, waive or suspend a conflicting provision in the MOU
 to the extent necessary to permit the Partnership and its business to be administered as
provided in its Partnership Deed.
6. Confidentiality
6.1. In this Clause 5, Confidential Information means any information:
6.1.1. Which a party or any of its Affiliates may have or acquire (whether before or after
the date of this MOU) in relation to the customers, suppliers, business, assets or
affairs of the Partnership, as a consequence of the negotiations relating to this
MOU or any other MOU or document referred to in this MOU or the performance
of this MOU or any other MOU or document referred to in this MOU; or
6.1.2. Which relates to the contents of this MOU (or any MOU or arrangement entered
into pursuant to this MOU), but excludes the information in Clause 5.2.
6.2. Information is not Confidential Information if:
6.2.1. It is or becomes public knowledge other than as a direct or indirect result of the
information being disclosed in breach of this MOU;
6.2.2. A party can establish to the reasonable satisfaction of the relevant other party that
it found out the information from a source not connected with such other party or
its Affiliates and that the source is not under any obligation of confidence in
respect of the information;
6.2.3. A party can establish to the reasonable satisfaction of the other party that the
information was known to the first party before the date of this MOU and that it
was not under any obligation of confidence in respect of the information; or
6.2.4. The parties agree in writing that it is not confidential.
6.3. Each party shall at all times use all reasonable endeavours to keep confidential (and to
ensure that its employees, agents, Affiliates and the employees and agents of such
Affiliates shall keep confidential) any Confidential Information and shall not use or
disclose any such Confidential Information except:
6.3.1. To another Affiliate, as the case may be, or to that party's professional advisers
where such disclosure is for a purpose related to the operation of this MOU;
6.3.2. With the written consent of the party that the information relates to;
6.3.3. As may be required by law or by the rules of any recognised stock exchange, or
governmental or other regulatory body, when the party concerned shall, if
practicable, supply a copy of the required disclosure to the other party before it is
disclosed and incorporate any amendments or additions reasonably required by
such other party and which would not thereby prevent the disclosing party from
complying with its legal obligations;
6.3.4. To any tax authority to the extent reasonably required for the purposes of the tax
affairs of the party concerned or any of its Affiliates; or
 6.3.5. If the information comes within the public domain (otherwise than as a result of
the breach of this Clause 5.3);
6.4. Each party shall inform (and shall use all reasonable endeavours to procure that any
Affiliate of the Partnership shall inform) any officer, employee or agent or any
professional adviser advising it in relation to the matters referred to in this MOU, or to
whom it provides Confidential Information, that such information is confidential and
shall require them:
6.4.1. To keep it confidential; and
6.4.2. Not to disclose it to any third party (other than those persons to whom it has
already been disclosed in accordance with the terms of this MOU).
6.5. Upon termination of this MOU as against any party, such party may demand from the
other parties the return of any documents containing Confidential Information in
relation to the first party by notice in writing whereupon the other parties shall (and
shall use all reasonable endeavours to ensure that their Affiliates, and its officers and
employees and those of its Affiliates shall):
6.5.1. Return such documents; and
6.5.2. Destroy any copies of such documents and any other document or other record
reproducing, containing or made from or with reference to the Confidential
Information, save, in each case, for any submission to or filings with
governmental, tax or regulatory authorities. Such return or destruction shall take
place as soon as practicable after the receipt of any such notice.
6.5.3. The obligations of each of the parties in this Clause 5 shall continue without limit
in time and notwithstanding termination of this MOU for any cause.
7. Warranties
7.1. Each party warrants and represents to the other parties that:
7.1.1. They have full power and authority and has obtained all necessary authorities and
consents to enter into and perform its obligations under this MOU and such other
MOUs and arrangements referred to in this MOU;
7.1.2. The obligations expressed to be assumed by it under this MOU are legal, valid,
binding and enforceable; and
7.1.3. The signing of this MOU and the performance of its obligations under this MOU
and the other MOUs and arrangements referred to in this MOU will not result in a
breach of any other MOU or arrangement to which it is a party, nor give rise to
any right of termination of any other MOU or arrangement to which it is a party.
8. Entire MOU
8.1. This MOU entered into by the parties herein together with any documents referred to in
this MOU constitute the whole MOU between the parties and supersede any previous
 arrangement, understanding or MOU between them relating to the subject matter they
cover.
9. Assignment and Novation
9.1. Save as may be expressly permitted in this MOU, no person may assign, novate or grant
any Encumbrance over or sub-contract, or deal in any way with, any of its rights under
this MOU or any document referred to in it without the prior written consent of the
other party (such consent not to be unreasonably withheld, delayed or conditioned).
9.2. Each party represents that in entering into this MOU it is acting on its own behalf.
10. Variation and Waiver
10.1. A variation of this MOU shall be in writing and signed by or on behalf of all parties.
10.2. A waiver of any right under this MOU is only effective if it is in writing and it applies
only to the person to which the waiver is addressed and the circumstances for which it is
given.
10.3. A person who waives a right in relation to one person, or takes or fails to take any
action against that person, does not affect their rights against any other person.
10.4. No failure to exercise or delay in exercising any right or remedy provided under this
MOU or by law constitutes a waiver of such right or remedy or shall prevent any future
exercise in whole or in part thereof.
10.5. No single or partial exercise of any right or remedy under this MOU shall preclude or
restrict the further exercise of any such right or remedy.
10.6. Unless specifically provided otherwise, rights and remedies arising under this MOU are
cumulative and do not exclude rights and remedies provided by law.
11. Costs
11.1. The Parties shall each bear their respective costs incurred in connection with the
negotiation, preparation, execution and performance of this MOU.
12. No Partnership
12.1. The parties to this MOU are not in partnership with each other and there is no
relationship of principal and agent between them.
13. Good Faith
13.1. All transactions entered into between the parties (or any of their Affiliates) and the
Company shall be conducted in good faith and on the basis set out or referred to in this
MOU or, if not provided for in this MOU, as may be agreed by the parties and, in the
absence of such MOU, on an arms’ length basis.
13.2. Each party shall at all times act in good faith towards the others and shall use all
reasonable endeavours to ensure that this MOU is observed.
13.3. Each party shall do all things necessary and desirable to give effect to the spirit and
intention of this MOU.
14. Severance
14.1. If any provision of this MOU (or part of a provision) is found by any court or
administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the
other provisions shall remain in force.
14.2. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if
some part of it were deleted or modified, the provision shall apply with whatever
modification necessary to give effect to the intention of the parties under this MOU.
15. Further Assurance
15.1. Each party shall promptly execute and deliver all such documents, and do all such
things, as the other party may from time to time reasonably require for the purpose of
giving full effect to the provisions of this MOU.
16. Counterparts
16.1. This MOU may be executed in any number of counterparts, each of which is an original
and which together shall have the same effect as if each party had signed the same
document.
17. Governing Law and Dispute Resolution
17.1. This MOU shall be governed by and construed in accordance with the laws of the
Republic of Kenya.
17.2. In the case of any dispute, claim, controversy or disagreement arising out of or in
connection with this MOU (including as to the interpretation, validity or enforceability
of this MOU) between the parties (or any of them) (any such dispute, claim, controversy
or disagreement hereinafter referred to as a Dispute), prior to the commencement of
arbitration in accordance with the provisions below in this Clause 16, each of the parties
which are party to the Dispute shall use their best efforts to resolve the Dispute by
negotiation according to the following procedure:
17.2.1. The party desiring to raise a Dispute shall give the other parties which are party to
the Dispute written notice of the Dispute stating in reasonable detail the nature of
the Dispute.
17.2.2. Within ten (10) Clear Days after the date on which the notice was served, each of
the other parties which are party to the Dispute shall submit a written response in
similar detail to the party giving the notice of the Dispute.
17.2.3. Within twenty (20) Clear Days after the date on which the notice was served, the
parties or Directors who have authority to settle the Dispute shall meet at a
mutually acceptable time and place in an attempt to resolve the Dispute.
17.2.4. If:
a. the Dispute is not settled in writing within ten (10) Clear Days after the latest
date as provided by 16.2.2 for the meeting of the parties or within such longer
period of time as the parties which are party to the Dispute may agree; or
 b. any party which is party to the Dispute fails or refuses to meet as required by this
clause 16.2.3, then any party which is party to the Dispute may refer the Dispute
to arbitration in accordance with the provisions below.
17.3. Where the dispute shall not be resolved by formal negotiation in accordance with clause
16.2 the party shall declare by written notification to the other, that such dispute shall be
referred to arbitration by a single arbitrator.
17.4. If the parties agree on the single arbitrator, the dispute shall be referred to the agreed
single arbitrator or if the parties are unable to agree upon the person to be appointed as
the single arbitrator within fifteen (15) Clear Days from the date of the notice requesting
arbitration, the dispute shall be referred to a single arbitrator appointed by the
Chairman of the Kenya Branch of the Chartered Institute of Arbitrators of the United
Kingdom or failing him by the Chairman of the Law Society of Kenya.
17.5. Except as stated herein, arbitration proceedings shall be conducted in English and in
accordance with and subject to the provisions of the Arbitration Act No. 4 of 1995 or
any statutory modification or re-enactment thereof for the time being in force.
17.6. If for any reason an arbitrator is unable to perform his function, a substitute shall be
appointed in the same manner as the original arbitrator.
17.7. The decision of the single arbitrator shall be final and binding on the parties.
17.8. The arbitrator’s fees and expenses shall be borne by each of the parties in equal shares.
If a party does not pay the fees and expenses of the arbitrator, the other parties shall be
entitled to pay such fees and expenses and recover the amount so paid as a liquidated
debt from the non-paying party.
17.9. Notwithstanding the above provisions of this Clause 16, a party is entitled to seek
preliminary injunctive relief or interim or conservatory measures from any Court of
competent jurisdiction pending the final decision or award of the arbitrators.
IN WITNESS WHEREOF this MOU has been duly executed by the parties the day and year first
hereinbefore written.

RONALD NGEDI BWOSI }

I.D. No. 23537671 } ______________________

}
}

NOAH OBUTABILA NDAKLA } ______________________

ID NO. 14721558 }
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XXXXX } ______________________
ID NO…. }
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ID NO. }
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XXXXXX }
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XXXXXX }
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In the presence of }
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}
This instrument was drawn by the undersigned Advocate of the High Court of Kenya for and on behalf of
Ogejo, Omboto & Kijala Advocates LLP.

Signed______________________________________
Advocate of the High Court of Kenya
(Admission Number: P105/15457/18)
(Practice Number: LSK/2023/02083)

DRAWN BY:
Ogejo, Omboto & Kijala
Advocates LLP
Flamingo Towers , 3rd Floor
Mara Road, Upper Hill
P.O. Box 21193-00505
Nairobi.