Legal Opinion for making necessary changes to the Articles of Association of Company 1 considering the terms of the Subscription Agreement signed with Aureos South Asia Fund LLC.

Mr. Z

Address….

Dear Sir,

Re:      Legal Opinion for making necessary changes to the Articles of Association of Company 1 considering the terms of the Subscription Agreement signed with Aureos South Asia Fund LLC.

We refer to your letter dated October 07, 2007 on the above subject.

You require our legal opinion as to whether Company 1 (“COMPANY 1”) requires to amend its Articles of Association (“AoA”) in light of the terms and conditions of the Subscription Agreement (“the Agreement”) executed between COMPANY 1, Aureos South Asia Fund LLC (“Auroes”) and 4 shareholders of COMPANY 1 (“Promoters”).

OUR OPINION:

We have perused the terms and conditions of the Agreement and the AoA of COMPANY 1. We are of the opinion that the following amendments have to be made to the AoA of COMPANY 1 in light of the terms and conditions of the Agreement:

The definition of “Ordinary Shares” in Article 3 of the AoA should be deleted and replaced with the following:

“‘Ordinary Shares’ means ordinary shares in the capital of the Company of par value Taka 10/- each.”

The following new definitions should be added in Article 3 of the AoA:

“Affiliate” means any person or entity, directly or indirectly controlling, controlled by or under common control with such person or entity;

“Group B Nominee Director” means the nominee director representing Group B Shareholder;

“Chief Financial Officer” means _____________ (insert definition)___________.”

The following paragraph should be added after the first paragraph of Article 6:

“The Ordinary Shares in the Company shall be held by the following group of Shareholders:

i. Group – A:                Mr. X & others.

ii. Group – B:                Aureos South Asia Fund LLC”

After Article 51, the following new Articles should be added:

“51A. The Group – B Shareholder shall be entitled to transfer, sell, give, exchange, deliver, assign or otherwise dispose of their Ordinary Shares to any third party after first offering such Ordinary Shares to the Group – A Shareholders and the Group – A Shareholders declining to purchase the entirety of the Ordinary Shares on offer at a price which is not less than that being offered by the third party. Provided however that in the event of the transfer being to an Affiliate of the Group – B Shareholder, the offer to the Group – A Shareholders shall not be required.

51B. Except in accordance with the provisions of Article 51C below, the Group – A Shareholders shall not transfer sell, give, exchange, pledge, encumber, deliver, assign, mortgage, hypothecate or otherwise dispose of any of their Ordinary Shares whether now owned or hereafter acquired by them and the Company shall not acknowledge or register any such transfer, sale, gift, exchange, pledge, encumbers, delivery, assignment, mortgage, hypothecation or any other disposal of such Ordinary Shares.

51C. Where any other third party makes a bona fide offer (“Other Third Party Offer”) to purchase, in whole or in part, the Ordinary Shares of the Group – A Shareholders:

a)      The Group – A Shareholders shall within ten (10) working days give written notice of such offer to the Group – B Shareholder including the purchase price or other consideration offered per Ordinary Share, the purchase date and any other material terms or conditions under which the Other Third Party Offer is made;

b)      The Group – A Shareholders shall not accept the Other Third Party Offer without the prior written approval of the Group – B Shareholder.

c)      The Group – B Shareholder shall within ten (10) working days of receipt to a written notice under sub-article (a),  inform the Group – A Shareholders and the Company in writing (“Co-Sale Notice”) the Group – B Shareholder’s intention to sell any ordinary shares pursuant to Article 51C (d) below.

d)      The Group – B Shareholder shall have the right to sell, at the same price and on the same terms as the Group – A Shareholders, that number of Ordinary Shares equal to the number of Ordinary Shares the third party proposes to buy multiplied by the following fraction:

The number of ordinary shares owned by the Group – B Shareholder

The total number of issued and paid-up ordinary shares of the Company”

The following paragraph should be added at the end of Article 93:

“Each of the Ordinary Shares shall carry one vote at any General Meeting of the Company.”

After Article 105, the following new Article 105A should be added:

“105A. The following decisions shall have to be made in the General Meeting of the Company with the written consent of the Group – B Nominee Director:

i)                    issue shares of any class or increase the Company’s authorised capital;

ii)                   issue any securities or options which would entitle the holder to subscribe for any shares in the Company;

iii)                 change the par value of or the rights attached to any shares of the Company;

iv)                 issue bonus shares;

v)                  any action which might result in a dilution of the interest owned by Group – B shareholder in the Company;

vi)                 modification, change or termination of existing Management contracts;

vii)               approval of the annual budget;

viii)              incurrence of development or capital expenditure outside the budget or incurrence of any indebtedness outside the budget or creation of any charges in relation to such borrowing;

ix)                 appointment or replacement of the Chief Financial Officer of the Company;

x)                  enter into any joint ventures, new Management contracts or creation of subsidiaries or enter into new businesses;

xi)                 commencement of litigation;

xii)               transfer, assign or in any other manner licence any of the intellectual properties of the Company;

xiii)              Apply for a listing in a Stock Exchange or decide on the details for a listing or an Initial Public Offering (“IPO”);

xiv)             Appointment or removal of Directors;

xv)               Purchase or sale of any properties (or any interest therein), equipment or materials from or to contract for services to be provided by or to enter into any other transaction with any of its Directors, officers or shareholders or any person affiliated with any of the foregoing;

xvi)             Dispose of any of its immovable properties  ”

Article 116 of the AoA should be deleted and replaced with the following:

“116. Unless otherwise determined by the Company in the General Meeting, the number of its Directors shall not exceed 9 (nine) and shall not be not be less than 5 (five), including the Group – B Nominee Director.”

After Article 117(d), the following should be added:

“e) Group – B Nominee Director – Nominee of Aureos South Asia Fund LLC.”

Article 121 of the AoA should be deleted and replaced with the following:

“121. The Board of Directors, with consensus of the Group – B Nominee Director, shall determine the Remuneration, including all salary, fees, percentages, and taxable allowances, other allowances, pension contributions and benefits of any kind, if any, to be paid to the Directors .”

In the 5th line of Article 142 after “Shareholders in General Meeting” the words “with consensus of the Group – B Nominee Director” should be added; and in the 10th line of Article 142 after “the Board of Directors” the words “with consensus of the Group – B Nominee Director” should be added.

In the 5th and 6th line of Article 150 of the AoA, the words “dividend may be paid from the balance of net profit available” should be deleted and replaced with the following:

“not less that 50% of the net profits shall be distributed as dividends among the Ordinary Shareholders after payment of dividends to the holders of the Preference Shares, subject to the approval of the Board. ”

After Article 184 (1) of the AoA, the following sub-article (1A) should be added:

“(1A) Secondly, in or towards paying the Group – B Ordinary Shareholders in the following manner:

Liquidation taking place Within 1 year from 24 September 2007 Between 1 – 2 years from 24 September 2007 Between 2 – 3 years from 24 September 2007 Between 3 – 4 years from 24 September 2007 Between 4 – 5 years from 24 September 2007
Liquidation Proceeds per Group – B Ordinary Share (Taka) 30 36 43 51 62

”

In the 2nd and 3rd line of Article 184 (2) of the AoA, the words “holders of the Ordinary Shares” should be deleted and replaced with “the Group – A Ordinary Shareholders.”

If you have any further query, please do not hesitate to contact the undersigned.

Thanking you.

Yours faithfully,

………………….

For: “The Lawyers & Jurists”

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