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Merger Agreement

MERGER AGREEMENT

This Merger Agreement ("Agreement") is made and entered into as of [Date], by and between [Company A], a company incorporated and existing under the laws of Kenya, with its principal place of business located at [Company A Address] ("Company A"), and [Company B], a company incorporated and existing under the laws of Kenya, with its principal place of business located at [Company B Address] ("Company B").

RECITALS

WHEREAS, Company A and Company B are engaged in the business of [describe business];

WHEREAS, the Boards of Directors of Company A and Company B have determined that it is in the best interests of their respective companies and shareholders to merge their businesses under the terms and conditions set forth in this Agreement;

WHEREAS, the parties desire to set forth the terms and conditions of the merger of Company A and Company B (the "Merger");

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Definitions

1.1 "Effective Date" means the date on which the Merger becomes effective as specified in Section 2.3 of this Agreement.

1.2 "Surviving Entity" means the entity that will continue to exist after the Merger, which shall be [Surviving Entity Name].

1.3 "Dissolving Entity" means the entity that will cease to exist as a separate legal entity as a result of the Merger, which shall be [Dissolving Entity Name].

2. The Merger

2.1 Merger of Company A and Company B: Subject to the terms and conditions of this Agreement, Company A and Company B shall merge, with [Surviving Entity Name] continuing as the surviving entity and [Dissolving Entity Name] ceasing to exist.

2.2 Effect of Merger: Upon the Effective Date, the separate existence of [Dissolving Entity Name] shall cease, and [Surviving Entity Name] shall succeed to all the rights, privileges, immunities, and powers and shall assume all the obligations and liabilities of [Dissolving Entity Name].

2.3 Effective Date: The Merger shall become effective upon the filing of the Articles of Merger with the Registrar of Companies in Kenya, or at such later time as may be specified in the Articles of Merger.

3. Consideration

3.1 Exchange Ratio: The shareholders of [Dissolving Entity Name] shall receive [number] shares of [Surviving Entity Name] for each share of [Dissolving Entity Name] they hold as of the Effective Date.

3.2 Issuance of Shares: On the Effective Date, [Surviving Entity Name] shall issue and deliver to the shareholders of [Dissolving Entity Name] the shares of [Surviving Entity Name] in accordance with the exchange ratio set forth in Section 3.1.

4. Representations and Warranties

4.1 Representations and Warranties of Company A: Company A represents and warrants to Company B as follows:

Company A is a corporation duly organized, validly existing, and in good standing under the laws of Kenya.
Company A has the corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement by Company A and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Company A.

4.2 Representations and Warranties of Company B: Company B represents and warrants to Company A as follows:

Company B is a corporation duly organized, validly existing, and in good standing under the laws of Kenya.
Company B has the corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement by Company B and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Company B.

5. Covenants

5.1 Conduct of Business: Each of Company A and Company B covenants and agrees that, prior to the Effective Date, it shall conduct its business in the ordinary course and shall not engage in any transaction or activity that would adversely affect its ability to consummate the Merger.

5.2 Regulatory Approvals: Each of Company A and Company B shall use its best efforts to obtain all necessary regulatory approvals and consents required to consummate the Merger.

6. Conditions Precedent

6.1 Conditions to Each Party's Obligations: The respective obligations of each party to consummate the Merger are subject to the satisfaction or waiver of the following conditions:

The Merger shall have been approved by the shareholders of Company A and Company B in accordance with applicable law.
All necessary regulatory approvals and consents shall have been obtained.
No governmental authority shall have enacted, issued, promulgated, enforced, or entered any law, rule, regulation, executive order, decree, injunction, or other order that is in effect and has the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger.

7. Termination

7.1 Termination: This Agreement may be terminated at any time prior to the Effective Date:

By mutual written consent of Company A and Company B;
By either Company A or Company B if the Merger has not been consummated by [Date], provided that the right to terminate this Agreement under this Section 7.1(b) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Merger to occur on or before such date.

8. Miscellaneous

8.1 Amendment: This Agreement may be amended by the parties hereto at any time prior to the Effective Date, but only by an instrument in writing signed by each of the parties hereto.

8.2 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Kenya.

8.3 Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

8.4 Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

[Company A]

By: ___________________________

Name: [Name]

Title: [Title]

[Company B]