Vetting of Share Subscription Agreement for private placement of ordinary shares of Company.

Dated: October 02, 2007

Mr. A

Managing Director

Company 2

Safura Tower (Level 11)

20, Kemal Ataturk Avenue

Banani

Dhaka – 1213

Dear Sir,

Re:      Vetting of Share Subscription Agreement for private placement of ordinary shares of Company 1.

We refer to your letter dated September 27, 2007 on the above subject.

We have perused the draft Share Subscription Agreement (“the Agreement”) to be executed between the investor, Company 1. (“COMPANY 1”) and four promoters of COMPANY 1. Our comments on the same are given below:

Our comments on the Share Subscription Agreement:

Clauses/Paragraph Comments.
Parties of the Agreement In the Agreement, apart from the Investor and COMPANY 1, 4 shareholders/promoters of COMPANY 1 have also been made party to the Agreement and various obligations and conditions have been imposed on these 4 shareholders/Promoters of COMPANY 1. Please ensure whether or not these 4 shareholders constitute all the shareholders of COMPANY 1. If there are any other shareholders apart from these 4, then we suggest you to include those shareholders as parties of the Agreement as well.
Particulars of “Promoters” In the particulars of “Promoters”, after “All of whom are” we suggest you to add “shareholders of the Company and are”.
Clause 1 The Agreement has several vague terms, if not defined explicitly it will be difficult to identify the responsibility or breach of each of the parties thereto.As such, the following terms should be defined in Clause 1 :

Information Memorandum

Investment Date

Investor Nominee Director

Letter of Information
Addition of  new Clauses 2.3, 2.4 and 2.5 After Clause 2.2 we suggest you to add the following new Clauses 2.3, 2.4 and 2.5:

“2.3 Within _____(_________) days of receipt by the Company of the full payment for the INVESTMENT by the Investor in accordance with Clause 2.1, the Company shall deliver to the Investor the duly sealed and executed letter of allotment for ________________ ordinary shares of the Company subscribed by the Investor and shall enter the name of the Investor as ordinary shareholder of the Company with such other relevant details in the Register of Members of the Company.

2.4 The Company shall within sixty (60) Business Days of the allotment of the ______________ ordinary shares file the returns of allotment to the Registrar of Joint Stock Companies and Firms.

2.5 The Company shall within 14 (fourteen) Business Days shall deliver to the Investor the duly sealed and executed share certificate(s) for the _________________ ordinary shares subscribed by the Investor.”
Clause 3.9 In this Clause, reference is made to amendments to the Memorandum and Articles of Association of COMPANY 1. Please note that, there may be restrictions upon COMPANY 1 under other agreements entered into by COMPANY 1, in making changes to the Articles of Association.
Clause 5.1.1 This clause is covered by Clause 5.1.2 (e) and hence should be deleted to avoid confusion.
Clause 6.1.4 In the second line of Clause 6.1.4, after “such terms as may be approved by the Investor” we suggest you to add “subject to the necessary approval of the Securities and Exchange Commission and/or any other governmental or regulatory authorities of Bangladesh”.
Clause 6.1.6 In the second line of Clause 6.1.6 we suggest you to delete “and the properties and business” as theses words have been repeated.
Clause 6.2.2 In the second line of clause 6.2.2 please delete “Clause 4.4” and replace it with “Clause 4.3”.
Clause 8.3 In the first line of Clause 8.3, we suggest you to delete “and clause 8.5” because reference to Clause 8.5 is not relevant here.
Clause 8.4.3 In the first line of Clause 8.4.3, after “ten (10) working days” we suggest you to add “of receipt of the written notice under Clause 8.4.3”.
Clause 12 After the second sentence of Clause 12, we suggest you to add “incurred by the Investor, if any.”

Apart from the above observations, the terms and conditions of the Agreement are otherwise in order.

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

Thanking you.

Yours faithfully,

(________________)

Barrister-at-Law

Drafted by:

 The Lawyers & Jurists
M.L.Hotel Tower Ltd, 208, Shahid Syed Nazrul Islam Sarani,
Bijoy Nagar, Dhaka-1000.
www.lawyersnjuriCompany 1.com

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