Procedure for signing of guarantee and agreement outside Bangladesh, A/C Company 1

Mr. Z

Address….

Dear Sir,

Re: Procedure for signing of guarantee and agreement outside Bangladesh, A/C Company 1.

We refer to your letter dated June 26, 2007 on the above subject.

From perusal of your letter, it appears that, in connection with the issuance of preference shares by Company 1, the parties have signed all legal documents on June 20, 2007. However, one of the sponsors – COMPANY 2 – was not present. As such, the two documents (the Put Option Agreement and Corporate Guarantee) that require signatures from the authorised signatory of COMPANY 1 have to be sent to Singapore for signature.

In these circumstances, you have requested us to give our legal opinion as the procedures that have to be followed for signing of guarantee and agreement outside Bangladesh.

OUR OPINION:

The procedure, for signing of guarantee and agreement outside Bangladesh, is as follows:

a)      The Put Option Agreement and Corporate Guarantee have to be signed by the authorised signatory of COMPANY 1.

b)      The signed Put Option Agreement and Corporate Guarantee have to be then properly notarised in Singapore.

c)      The Notarised Put Option Agreement and Corporate Guarantee will then have to be sent from Singapore to Bangladesh.

If you have any further queries, please do not hesitate to contact us.

Thanking you.

Yours faithfully,

………………….

For: “The Lawyers & Jurists”