REPUBLIC OF KENYA

LAST WILL AN D TESTAM ENT

OF

JUSTUS OM OLLO

DATE: 28TH AUGUST, 2014.

 1

I, Justus Omollo (ID No 22356781) of Post Office Box Number 24565 – 00700 Nairobi

in the Republic of Kenya being of sound and disposing mind and memory, do hereby

M AKE, PUBLISH and DECLARE this to be my LAST WILL and TESTAM ENT, hereby

revoking all Wills, Codicils and other testamentary dispositions previously made by

me.

ARTICLE I: DECLARATIONS

A. Domicile and Applicable Law s

I declare that I am domiciled in Kenya and that in so far as possible the interpretation

and administration of this my Last Will and Testament shall be guided or w here

applicable governed by the relevant provisions of the Law of Succession Act, Chapter

160, Law s of Kenya.

B. M arital Status

I declare that I am married as of the date of this Will and that my wife's name is Rachael

Omollo.

C. Children

I further declare that I have four children, namely: Rosette Pendo Omollo, Ryan Haki

Omollo, Bernie Salama Omollo, and Christine Furaha Omollo.

If subsequent to the execution of this Will there shall be an additional child or children

born to or adopted by me, I direct that such birth or adoption shall not revoke this Will
 2

and that all references herein to my children and their descendants shall include both my

present children and their descendants and any such after-born children and their

descendants.

ARTICLE II: APPOINTM ENT OF EXECUTORS AND TRUSTEES

A. I nominate, constitute and appoint my daughter, Rosette Pendo Omollo of P.O

Box 33326 – 80100 M ombasa and my son Ryan Haki Omollo of P.O. Box 6538

– 30400 Homa Bay as Executors and Trustees (hereinafter together referred to as

"my Trustees") under this Will, hereby giving and granting unto my said Trustees

all such power and authority as is allow ed in law especially that of assumption

and, reposing special trust and faith in them, direct that no bond or other security

be required for the faithful performance of their duties or, if bond is required, that

sureties thereon be waived.

B. In addition to any other pow ers that may be conferred by law, I give my Trustees

under this Will, including any successor or successors thereto, those powers set

forth in the Law of Succession Act, Cap 160 of the Laws of Kenya.

C. M y Trustees may from time to time invest in addition to their powers under the

general law the balance of my estate or any part or parts thereof in any w ay in

w hich they in their absolute discretion think fit in all respects as if they were the

beneficial owners of such monies.

ARTICLE III: APPOINTM ENT OF GUARDIAN

 3

If my w ife, Rachael Omollo, does not survive me, I nominate and appoint my sister,

Daisy Aw uor Omollo, of P.O. Box 8067 – 00200, Nairobi, as guardian of the person

and property of each of my minor children. If my sister, Daisy Awuor Omollo,

predeceases me or fails to serve as guardian for any reason, then I nominate and appoint

my aunt, Lucia Achieng’ Omondi, as guardian of the person and property of each of my

minor children. I direct that no bond or other security shall be required for the faithful

performance of their duties or, if bond is required, that sureties thereon be waived.

ARTICLE IV: DEBTS AND EXPENSES

I authorise my Trustees to pay all my just debts as well as my funeral and testamentary

expenses as a first charge of my estate following my death, except that any debt or

expense secured by a mortgage, pledge or similar encumbrance on property owned by

me at my death need not be paid by my estate, but such property may pass subject to

such mortgage, pledge or similar encumbrance.

ARTICLE V: BURIAL AND FUNERAL DIRECTIONS

A. I desire and direct that my body be buried in the regular manner at my ancestral

home in Central Kabuoch, Homa Bay and the funeral service presided over by the

Seventh Day Adventist Church to which I will be a member at the time of my

death.

B. I further direct that the expenses relating to my funeral shall be a first charge on

my estate.
 4

ARTICLE VI: SPECIFIC BEQUEST OF PROPERTY

I GIVE the following specific bequests:

A. I give and bequeath all my shares in SM EP DTM Limited to my eldest daughter

Rosette Pendo Omollo.

B. I give and bequeath the sum of Ksh 900,000.00 to my brother M artin Omollo, of

P.O. Box 109 – 30400 Homa Bay, if he survives me. If my brother, M artin

Omollo, does not survive me, this bequest to him shall lapse and the same shall

become a part of my residuary estate, to be distributed as hereinafter provided in

Article IX of this Will.

C. I give and bequeath the sum of Ksh 1,000,000/= to Do M ore Foundation of P.O.

Box 24359 – 00100 (being a registered charitable institution) for its own use and

benefit absolutely AND I DIRECT that the receipt of the treasurer or other proper

officer of the said charity shall be sufficient for my Trustees.

D. I direct my Trustees within three months of my death but without imposing any

binding trust or legal obligation and without conferring any interest on any other

person to dispose of the same in accordance with any memorandum of wishes of

mine which may come to my Trustees' attention within one month of my death.

E. I give and bequeath to my children all the money and any interest thereon that
shall be standing to my credit in all bank accounts under my name at the time of
my death, with instructions that the money and proceeds thereof shall exclusively
be used for education and medical expenses of my aforesaid children.

ARTICLE VII: TANGIBLE PERSONAL PROPERTY

 5

A. I give all of the tangible personal property that I may own at the time of my

death, which is not otherw ise specifically bequeathed under this Will, including

my personal effects, jewelry, household furniture and furnishings, garden and

law n furnishings and equipment, books, art objects, hobby equipment and

collections, wearing apparel, automobiles, and other personal articles, to my w ife

Rachael Omollo for her use and benefit absolutely.

ARTICLE VIII: RESIDENTIAL REAL ESTATE

I give and devise to my wife, Rachael Omollo, if she survives me, absolutely and free of

trust, all of my right, title and interest in and to all residential real estate used by my w ife

or by me as a permanent or seasonal home at the time of my death, together with all

property or liability insurance policies relating to such residential real estate. If my w ife

does not survive me, such residential real estate shall be distributed as part of my

residuary estate as hereinafter provided in Article IX of this Will.

ARTICLE IX: RESIDUARY ESTATE

A. All the rest, residue and remainder of the property that I may own at the time of

my death, both real and personal, of whatever kind and nature and wherever

situated, including all property that I may acquire or become entitled to after the

execution of this Will, or other gifts made by this Will that fail for any reason, but

excluding any property over or concerning which I may have any power of

appointment (all hereinafter referred to as my "residuary estate"), I give, devise

and bequeath to my wife, Rachael Omollo, in fee simple, if she survives me.
 6

B. If my wife survives me, but disclaims all or any part of the property constituting

my residuary estate, then I give, devise and bequeath such disclaimed property to

all my children in equal shares, provided that the share of the property to w hich

every child is entitled to shall be passed to them upon attaining the age of 18

years, subject also to the provision of Article III of this Will.

C. If my wife does not survive me, then I give, devise and bequeath my residuary

estate to all my children in equal shares, provided that the share of the property

to which every child is entitled to shall be passed to them upon attaining the age

of 18 years, subject also to the provision of Article III of this Will.

ARTICLE X: TAXES

I direct that all estate, inheritance, legacy, transfer, succession and other taxes or duties

(together with interest and penalties thereon, if any) that are levied or assessed upon or

w ith respect to any property included as part of my gross estate, whether such property

passes under the provisions of this Will or otherwise, shall be paid out of my residuary

estate as an administrative expense.

ARTICLE XI: PRESUM PTION OF SURVIVORSHIP

A. If my wife, Rachael Omollo, and I die simultaneously or under such circumstances

that make it difficult to determine who survived whom, it shall be deemed for all

purposes of this Will that my w ife survived me.

 7

B. No beneficiary under this Will, other than my wife, shall be deemed to have

survived me unless such person or entity is also surviving on the thirtieth day after

the date of my death.

ARTICLE XII: BENEFICIARY DISPUTES

A. If any bequest requires that the bequest be distributed between or among two or

more beneficiaries, the specific items of property comprising the respective shares

shall be determined by such beneficiaries, if they can agree, and if not shall be

subject to arbitration presided over by the firm of PROF. ALBERT M UM M A &

COM PANY ADVOCATES.

B. I further direct that my estate be settled without the intervention of any court,

except to the extent required by law , and that my Trustees settle my estate in such

a manner as shall seem best and most conveniently to them, and I hereby

empower my Trustees to mortgage, lease, sell, exchange and convey the personal

and real property of my estate without an order of court for that purpose and

w ithout notice, approval or confirmation and in all other respects to administer

and settle my estate without the intervention of the court.

ARTICLE XIII: DETERM INATION OF CHILDREN AND DESCENDANTS

As used in this Will, the words "children", "descendants" and "issue" shall include children

in gestation and legally adopted individuals and the descendants of legally adopted

individuals, provided such adoption took place at the time the individual adopted w as a

minor in the jurisdiction in which the adoption took place.

 8

ARTICLE XIV: FUTURE CHILDREN

A. If subsequent to the execution of this Will there shall be an additional child or

children born to or adopted by me, I direct that such birth or adoption shall not

revoke this Will.

B. All references in this Will to my children are intended to include both my present

children and any such after-born children.

C. The after-born children shall participate equally with my children who are living

at the time of the execution of this Will.

ARTICLE XV: FORFEITURE PROVISION

If any beneficiary named herein contests the admission of this Will into probate or

institutes or joins in any proceedings as a plaintiff to contest the validity of this Will or

any provision hereof (except in good faith and with probable cause), then all gifts,

bequests and devises to such beneficiary shall lapse and my estate shall be administered

and distributed in all respects as though such beneficiary had not survived me.

ARTICLE XVI: SEVERABILITY

If any provisions of this Will are deemed unenforceable, the remaining provisions shall

remain in full force and effect.

 9

IN WITNESS WHEREFORE I JUSTUS OM OLLO the Testator herein, have hereunto set

my hand on this 28th day of August, Tw o thousand and Fourteen at Nairobi declaring

this instrument as my Last Will and Testament, in the presence of the undersigned

w itnesses, who witnessed and attested to this Last Will and Testament at my request and

in my presence.

SIGNED by the said }

JUSTUS OM OLLO }

the Testator herein as his LAST WILL and } _______________________________________

TESTAM ENT } TESTATOR

In the presence of us both present at the same }

time w ho at his request in his presence and in }

the presence of each other have hereunto } 1. ___________________________

subscribed our names as witnesses: } WITNESS

} 2. ___________________________

} WITNESS