With the help of Allah Almighty this Contract is entered into and concluded on __/__/1421 H., corresponding to __/__/2000 by and between:

1- __________ Company, a __________ company as per Commercial Registration Certificate No. _________, dated __/__/____ issued at ______ whose address is ____________ herein represented in the signing of this Contract _________ (who is duly so authorized).

(First Party: The Buyer)

2- ____________, of _______ nationality as per Identity Card No. _________, issued at __________ on __/__/____ H., whose profession is ________ and who is resident of the city of ________.

(Second Party)

3- ___________, of ________ nationality as per Identity Card No. _________, issued at ________ on __/__/____ H., whose profession is ________ and who is resident of the city of ________.

(Third Party)

The Second and Third Party shall jointly be referred to as the two Sellers and the parties from First to Third shall jointly be referred to as the parties.

Preamble:

Whereas the two Sellers possess cash shares which constitute the entire cash shares in the capital of ______ company of which the Second Party owns ______ cash shares, and the Third Party owns _______ cash shares pursuant to the shareholders resolution amending the Articles of Association of _____ Company, in respect of the admission and withdrawal of shareholders on ________ corresponding to _________,

and whereas the (First Party, the Buyer), has expressed his wish to purchase and own all the shares of the capital in the Company of _____________the total number of which is __________ cash shares,

and whereas the Company, _________has already acquired five commercial agencies in the field of ___________ which represent the core of the main commercial activity of the ________________ Company, which are the agencies related to ___________________ and shall later on be specified in detail,

and whereas it is explicitly understood by all parties that the First Party, the Buyer, wishes to purchase and own the Company, taking into consideration that these five commercial agencies are the basis and essence of the commercial activity of the __________ Company and that it has consequently decided to purchase and acquire same assuming that this amendment to the ownership of the share capital of ___________Company shall not, by any means, affect the approval of the principal companies that the _________ Company maintains such commercial agencies and continue its activity as the commercial agent for these commercial agencies.

Therefore, and pursuant to the aforesaid, mutual agreement has been reached between the said parties, who are of full capacity to act and Contract as required by law and Shari’ah, have agreed as follows:

Article 1: Complementary Text

The above preamble and all the annexes and schedules and documents attached thereto shall be an integral and interpretive part of this Contract.

Article 2:

The following terms and expressions shall have the meanings assigned to them and indicated against each of them unless the text requires otherwise:

A. Contract, shall mean this document relating to the sale of all the shares of the capital of the Company, namely 2,500 shares to _____________ Company (The First Party, the Buyer) and all the annexes and schedules and documents attached to this Contract.

B. Company, shall mean ________ Company, being a ________ company as per commercial registration number ________, dated __/__/_____ H, issued at ____________ whose address is ___________.

C. Shares, shall mean the cash shares of the Company’s capital whose number is ____________ cash shares representing 100% of the Company’s capital amounting to _________.

D. Completion of Sale , which shall mean the signing by the two Sellers before His grace the competent Notary Public of the annex amending the Company’s Articles of Association and notarization of same to the effect that the ownership of all of the Company’s shares whose number is (_________) has been transferred finally and absolutely to the (the First Party, the Buyer) and that the First Party, the Buyer, has paid the sale price specified in Article 3-2 of this Contract to the two Sellers pursuant to the provisions of Article 3-3-1/A of the Contract, subject to the satisfaction of all the other contract conditions .

E. Sale Completion Date, shall mean the date specified for completing the sale pursuant to the provision of the Article 4-1 below.


F. Sale Price, shall mean the total amount specified as value for the capital shares in the Company sold to the First Party by the two Sellers whose number is (___________), such value shall be determined by multiplying the average profit realized within recent years by (11) eleven.

G. Evaluation Budget, shall mean the Company’s balance sheet and profit and loss account audited by the Company’s auditors ____________ in accordance with the recognized accounts practices and all the unaudited financial statements as at _______ which are the basis for evaluating the total sale price comprising the Company’s indebtedness to the two Sellers and also the total shares price sold in the Company’s capital whose number is (_______ shares). The total sale price and the price of the shares sold, namely, ______________shares representing 100% of the total shareholders’ equity in the Company have been tentatively evaluated at $ __________ (_____ Dollars) subject to change pursuant to the provisions of Article (3-3-1/B).

K. Accounts Principles, shall mean the principles and standards of accounts and audit as well as the technically recognized criteria which are approved by the ________ Chartered Accountants Board in a manner that conforms to the basis for preparing the evaluation budget and other audited budgets of the Company.

L. Final Accounts Report, shall mean the accounts report prepared by the Company’s chartered accountant of the First Party, the Buyer, Messrs_______ in accordance with the accounts principles which report includes the Company’s balance sheet and profit and loss account for the financial period as of the date of the evaluation budget until __/__/____, and that shall be prepared pursuant to Article 3-3-2 of this Contract.

M. Commercial Agencies, shall mean the commercial agencies______________ acquired by the Company whose details are as follows:

a) The ______________ Agency whose nationality is ________ and address is _________. This Agency relates to the Principal’s products such as _____________, registered in the Company’s name as per the agency registration certificate no. ________, dated __/__/____ issued by the Ministry of Commerce and whose scope of activities covers the territory of _____________ and whose duration starts as of ______________ and expires pursuant to the Contract.

b) The ______________ Agency whose nationality is ________ and address is _________. This Agency relates to the Principal’s products such as _____________, registered in the Company’s name as per the agency registration certificate no. ________, dated __/__/____ issued by the Ministry of Commerce and whose scope of activities covers the territory of _____________ and whose duration starts as of ______________ and expires pursuant to the Contract.

c) The ______________ Agency whose nationality is ________ and address is _________. This Agency relates to the Principal’s products such as _____________, registered in the Company’s name as per the agency registration certificate no. ________, dated __/__/____ issued by the Ministry of Commerce and whose scope of activities covers the territory of _____________ and whose duration starts as of ______________ and expires pursuant to the Contract.

The expressions and the phrases that are in the singular form shall have the same meaning when used in the plural form and vice -versa.

Article 3: Subject-Matter of Contract

3-1. Sale of Shares:

The First Party, the Buyer, and the two Sellers have agreed that the two Sellers sell to the First Party, the Buyer, on the date of sale completion ___________ cash shares representing 100% of the total shares in the Company’s capital pursuant to the terms of this Contract.

3-2. Sale Price:

It is hereby agreed that the total tentative sale price is the sum of $ ___________ (___________). This sum represents the total consideration for 100% of the sold shares and a final and comprehensive settlement between the First Party, the Buyer, on the one part, and the two Sellers on the other part in respect of the subject matter of this Contract.

3-3. The two Sellers shareholders’ equity and payment of the sale price.

3-3.1. Evaluation of shareholders equity and the method of payment of the sale price:

A. Whereas the value of shareholders’ equity in the Company represented in the capital and balance of the current account of shareholders and profits that are carried forward and also the full value of the shares owned by the two Sellers in the Company have been tentatively fixed in light of the evaluation budget at the sum of _________ therefore, the parties have agreed that the sale price specified in Article 3/2 shall be paid in one lump sum as per _________ on the date of sale completion before His grace the competent Notary Public, subject to the satisfaction of all the other conditions of Contract.

B. The First Party, the Buyer, and the two Sellers have agreed that if it appeared from the final accounts report that there exist any differences in the amount of the shareholders’ equities in the Company on the date of sale completion compared to the shareholders’ equity as provided in the evaluation budget amounting to ______________, then the sale price shall be amended by reduction, as the case may be, to a sum equivalent to these differences.

C. The sale price mentioned in this Article:

3-2 shall be distributed among the two Sellers in accordance with schedule No. ________.

3-3.2. Preparation of the final accounts report:

It is agreed that the Chartered Accountant ___________, shall prepare and issue the final accounts report of the financial statements as of ________ in accordance with the principles of accounts and commodities inventory evaluation rules and the receivable accounts mentioned in this schedule, provided that the preparation of such report shall be completed within 30 days from the date of sale completion. This report shall be the authority with reference to the parties i.e the two Sellers and the Buyer in this respect and on the basis of same the sale price shall be amended pursuant to the above mentioned in Article 3-2 and according to the provisions of Article 3-3-1/B of this Contract.

Article 4:

4.1. Date of sale completion:

It is agreed upon that the sale shall be completed and the two Sellers shall sign the annex amending the Company’s Articles of Association attached to the annex number _______ and shall be notarized before His grace the competent Notary Public, subject to the satisfaction of all the other conditions of the contract after _______________ days from the date of signing the contract i.e. on ____/____/ 1421 H., corresponding to _/_/2000 A.D., unless the parties have in writing agreed on another date to complete the sale. Pursuant to this procedure the ownership of the sold shares whose number is _________shall be legal and as required by Shari’ah transferred finally and absolutely to the First Party, the Buyer or whosoever is designated by it.

4.2. The sale documents:

It is agreed upon that the two Sellers and/or the Company, as the case may be shall prepare the documents and take the following measures on or before the date of sale completion:

A. Signing all documents necessary pursuant to the regulations ___________ pertaining to the transfer of the ownership of the sold shares whose number is _______ shares to the (First Party, the Buyer), including obtaining the approval of the Ministry of Commerce to the text of the shareholders’ resolution regarding the annex amending the Company’s Articles of Association to finalize the transfer of sold shares ownership to the First Party, the Buyer, pursuant to the text of the resolution attached to the Annex No. ______ that shall be notarized with His grace the competent Notary Public when the sale is complete, it is not permitted by any means that the said resolution be amended without prior written consent of the First Party, the Buyer.

B. The First Party, the Buyer, who, for any reason, is not be able to attend in person may execute a power of attorney by the competent Notary Public delegating whomsoever it designated to sign on his behalf the shareholders’ resolution amending the Company’s Articles of Association before the competent Notary Public, and to finalize all the legal formalities for transfer of the ownership of the sold shares to the First Party, the Buyer.

C. The two Sellers shall sign a letter to the effect that the balance of the current debit account and the loans payable to them lying with the Company be transferred to the Company and so shall be considered as an integral part of the shareholders’ equity.

D. Signing the register of shares set (for this purpose) by the Company to the effect that the said shares have been sold to the First Party, the Buyer.

E. Any notification or approvals, if any, which are necessary by the banks that have extended loans to the Company or to the lessors of same, or any other party who has signed a contract with the Company and if there is any contractual or legal provision requiring such notification or approval, then the two Sellers shall submit what is required without default or delay.

4.3. Joint Committee:

As of the date of the signing this Contract and until the sale has been completed, there shall be formed a joint committee between the parties, comprising Mr. ________ representing the First Party, the Buyer, and Mr. ___________ representing the two Sellers in order to coordinate between the parties and to expedite finalization of all pending issues and matters or inquires and the address of each representative shall be as follows:

Mr. __________________ whose address _______________, Tel: ___________________.

Mr. __________________ whose address _______________, Tel: ___________________.

The work of this committee shall automatically be finished when the sale has been completed and the sale price has been paid by the First Party, the Buyer, to the two Sellers or if the Contract is for any reason rescinded.

Article 5: Declarations, Undertakings and Warranties of the First Party, the Buyer

The First Party, the Buyer, hereby declares, undertakes and warrants the following to the two Sellers:

5.1. Legal Form:

That the First Party, the Buyer, is a limited liability company, duly organized and existing in ________________ and that it is fully responsible to bear all the obligations arising out of this Contract.

5.2. Powers of the Buyer’s Representative:

The representative of the First Party, the Buyer, has full powers that are necessary to enter into this Contract and to obligate the First Party, the Buyer, to implement and execute all the obligations and provisions provided hereunder.

5-3. Sale Price:

The First Party, the Buyer hereby undertakes to pay the sale price to the two Sellers in the manner provided for under the terms of this Contract.

5-4. Transfer of shares among the Shareholders of the Company:

The First Party, the Buyer, has reviewed the Company’s Articles of Association notarized before His grace Notary Public under No.__________ dated __/__/____, and the First Party, the Buyer, has also reviewed the shareholders’ resolution annex on amendment of the Company’s Articles of Association dated __/__/____ H, corresponding to __/__/____, approved by the Companies Department at the Ministry of Commerce and which was published in the supplement of issue No. ________ of the Official Gazette “----------------” dated __/__/____ corresponding __/__/____ according to which __________, and pursuant to this amendment Article No. __________ has been amended and it is assumed that the First Party, the Buyer, assumes that all the procedures have been duly affected and finalized with the competent official authorities and the two Sellers warrant the validity and legitimacy of such procedures.

Article (6): Declarations, Undertakings and Warranties by Sellers

The two Sellers do declare, undertake and warrant the following to the First party - The Buyer:

6.1 Legal Form and Capital:

A. That the Company is duly organized and founded as a company of limited liability in _________________, that it is carrying out its commercial activity and owns all of its assets in accordance with the applicable laws in __________, and that Annex No. _____ includes a recent extract of the Company’s commercial register and its branches and a copy of the Company’s Article of Associations as well as all the subsequent amendments.

B. That the total share capital of the Company at present is _____ divided into ______ cash shares the value of each cash share being that _____ , there are no shares in kind, and that all the shares have been duly issued without any redemption rights contingent upon same (with the exception of the redemption rights provided for under Article 165 of the Companies Regulations, in favour of the two Sellers themselves which redemption right each one of them waives pursuant to this Contract, that the value of all the shares has been paid in full and that the shares are legally owned by the two Sellers, and that there are no obligations or contracts which the Company or the two Sellers are parties to, which obligations or contract may require the amendment of the Company’s share capital or impose restrictions on the transfer of the ownership of the shares.

6.2 Validity of Commercial Agencies:

The two Sellers warrant to the First Party, the Buyer, that the aforementioned commercial agencies which the Company represents are effective and valid, that there are no restrictions, rights or other obligations limiting the Company’s ownership of or benefit from such commercial agencies, that there are no claims, disputes, lawsuits, judicial or semi-judicial or administrative measures or arbitration measures filed by or against the Company or are, to the best knowledge of the two Sellers, which are threatened against the Company in connection with such commercial agencies. Furthermore no judgment, decision or order has been passed by any judicial, semi-judicial or administrative authority or arbitration panel which would lead to its prevention from taking any action of whatever kind or limiting its right to carry out its activity as a commercial agent with regard to these commercial agencies.

6.3 Principals’ undertakings:

The two Sellers warrant to the First Party, the Buyer, that they are committed to obtain a letter of undertaking from the Principal Companies to the Company in connection with the said commercial agencies on a date not exceeding the sale completion date to the effect that such principals do not object to the purchase and ownership by the first party, the Buyer, of all the shares in the capital of the Company nor to his enjoyment of all the rights and privileges prescribed pursuant to the contracts and agreements of such commercial agencies.

6.4 Information and Financial Data:

The financial information and data which the First Party, the Buyer, has been acquainted with or with which it shall be provided later on are derived from the internal books and registers of the Company and that such books and registers have been prepared and kept in accordance with accounting principles and that the financial data of the Company for the year ending on _______ shown in Annex ____ shall be handed over to the First Party, the Buyer, or its chartered accountant, which data include the balance sheet and profit and loss account audited by the Company’s auditors.

6.5 Books, Registers and Minutes:

The Company’s books and registers as well as the minutes of the meetings of the managers and shareholders have been kept pursuant to the Company’s Articles of Association and other relevant laws and they are currently in the possession of the Company and would be in its possession upon completion of the sale, and that the two Sellers are prepared to present same and acquaint the First Party, the Buyer, or whomever is designated by it with same.

6.6 Commercial Receivables Accounts:

The commercial receivables accounts are due to the Company by law and there are evidentiary documents to that effect.

6.7 Loans:

Annex No. ___ includes copies of all the contracts of loans and credit facilities granted to or by the Company to third parties. They are drawn up in accordance with Shari’ah and legal principles and the rights pertaining thereto still exist.

6.8 Non-existence of Undisclosed Obligations:

With the exception of what is specified in this Contract and the attached annexes and schedules, there are no debts, obligations or liabilities owned by the Company that have not been disclosed.

6.9 Zakat and Tax Declarations and Social Insurance:

The Company has vis-a-vis official circles met all of its obligations relating to the taxes that ought to be deducted from the source, the zakat as well as workmen’s social insurance contributions.

6.10 Intellectual Property:


All trade (distinguishing) marks registered in the name of the Company and trade marks that are owned by the Company are not disputed by third parties.

6.11 Licenses and conformity to Laws:

The Company is in possession and has in its name all the necessary licenses pursuant to the laws in force for practicing its licensed commercial activity and operating its own places. All said licenses are valid and renewable within the ordinary practice of the activity. The Company carries out its activity pursuant the Company’s Articles of Association, the laws and licenses granted to it. It has not received any notice of its violation of any law, regulation, instructions or license and there is no incident or correspondence with any official authority in connection with any breach of the law or Shari’ah that has not been disclosed.

6.12 Insurance:

The Company keeps insurance policies against accidents, fire, theft and other risks in order to provide appropriate protection for the assets owned or used by the Company. The Company is bound by all the terms and conditions of such documents and has paid all the insurance premiums when due. Such policies shall remain valid and effective until at least the sale completion date.

6.13 Banks and Agencies:

Schedule No. ___ includes a full statement indicating the name of each bank in which Company has accounts or security boxes as well as the names of the individuals authorized to withdraw from same and the names of the individuals to whom powers of attorney or authorizations issued by the Company have been granted together with copies of such powers of attorney or authorizations.

6.14 Telephone Lines:

Schedule No. __ contains a list of all the telephone lines, pagers or mobile telephones presently used in the name of the Company. With the exception of what is indicated above all lines are registered in the name of the Company and there are no rights or third party claims attached thereto with the exception of the charges for ordinary use which are paid when they become due.

6.15 Lawsuits:

With the exception of what is specified in the schedule, there are no claims, disputes, lawsuits, judicial or semi-judicial measures filed by or against the Company or to the best knowledge of the two Sellers, which are threatened against the Company or are prejudicial to it. No order, judgement, or decision by any court, arbitration panel, judicial or semi-judicial or administrative authority has been passed against the Company, which would lead to its prevention from taking any action of whatever kind or limiting its right in this respect.

6.16 Copies of Documents:

The two Sellers undertake to deliver to the First Party, the Buyer, all the documents or contracts which the First Party, the Buyer, requests and which come into existence during the period from the date of signing this Contract until the sale completion date. The Company also retains the originals of all the documents, deeds and lease contracts relating to the offices of the Company.

6.17 Compensation:

Should the Company or the First Party, the Buyer, incur any liabilities or damage which have directly or indirectly arisen out of the inaccuracy of any of the declarations, undertakings or warranties specified above in this Article 6, the First Party, the Buyer, shall have the right of recourse to claim compensation in respect thereof from the two Sellers in proportion to the equity share holding held by each of them in the Company.

Article 7: Obligations of the First Party, the Buyer

During the period falling between the signing of this Contract and the completion of the sale, the First Party, the Buyer, undertakes to cooperate with the two Sellers for obtaining the necessary approvals for amending the Company’s Articles of Association and shall in general exert its best efforts in good faith in executing all the terms of the contract pursuant to the chronological order agreed upon and to see to it that the sale formalities are completed.

Article 8: Obligations of the two Sellers until sale completion date

During the period falling between the signing of this Contract and the completion of sale, the two Sellers undertake to carry out the following:

8.1 Continuation of the Company’s Activities as normal:

To see to it that the Company shall carry out its activities and manage its business pursuant to normal practice, including, but not limited to the following:

A. To keep the administrative, functional and organizational structure of the Company in its present status, and not to effect any change to the salaries, bonuses and benefits of the Company’s workmen.

B. To maintain the Company’s contractual relationships imposed by the ordinary course of the Company’s business, whether with the suppliers, clients, lessors, service providers or others, in general.

C. Not to terminate or cancel any license, concession or contract to which the Company is a party except within the limits that are necessary for the ordinary activity of the Company.

D. Not to burden the Company with any obligations or liabilities with the exception of those that arise out of the Company’s carrying out of its ordinary activities.

E. Not to make any capital disbursements except after obtaining the prior written consent of the First Party, the Buyer.

F. Not to dispose by way of sale, assignment, lease or any other act of transfer of ownership nor to incur any beneficial right or easement or effect any real estate mortgage or mortgage or any concessionary right or otherwise on the assets of the Company.

G. Not to loan or borrow any amounts from third parties with the exception of deferred sale and purchase transactions that are effected within the ordinary course of the Company’s activity.

H. Not to effect any change or alteration of the accounts rules and procedures of the Company.

I. Not to effect any amendment to the Company’s Articles of Association or to increase the Company’s share capital or set aside or pay any profits, reserve or distributions to any of the two Sellers under any designation or for any reason whatsoever.

8.2 Right of the First Party, the Buyer, to have access to the documents:

A. To allow the representatives, lawyers, accountants and advisers of the First Party, the Buyer, to have access, during the Company’s official working hours, to the books, records, financial documents and statements relating to the Company, and to give them access to inspect the Company’s offices and its branches, to make an inventory of the Company’s stocks and goods, and to obtain the necessary information from the Company’s employees, managers, auditors and legal advisers in order to conduct a legal and accounting audit. However, it is agreed that the acquaintance by the First Party, the buyer, with the documents and the obtaining of information on the Company’s position shall not in any way affect the declarations, warranties and undertakings of the two Sellers contained in this Contract.

B. Notification of the First Party, the Buyer in writing of any events, acts or practices, if any, that could have a detrimental effect on the subject of this Contract or on the declarations, warranties and undertakings of the two Sellers or on the Company’s activity and the value of its assets.

C. The right of inspection referred to under paragraph A above shall be exercised after coordination with the joint committee and in the presence of the representative of the two Sellers so that such right to the inspection carried out by the representative of the First Party, the Buyer, shall not affect the normal course of the Company’s activity.

8.3 Compensation:

Should the Company or the First Party, the Buyer, incur any liability or damage arising out directly or indirectly of the breach by the two Sellers of their obligations under Article 8 above, the First Party, the Buyer, shall then have the right of recourse against the two Sellers to claim compensation in respect thereto in preparation to the shareholding of each in the share capital of the Company.

Article 9: Conditions for the Completion of Sale:

The commitment by the parties to complete the sale and the payment by the First Party, the Buyer, of the sale price referred to under Article 3 - 2 of this Contract and the purchase by the First Party, the Buyer, of the shares, the subject matter of this Contract, and the notarization of the amendment to the Company’s Articles of Association before His grace the Notary Public, are conditional upon the meeting of all the following conditions on the date of the sale completion:

A. That the declarations, undertakings and warranties of the First Party, the Buyer, specified under Article 5 of the Contract and the declarations, undertakings and warranties of the two Sellers specified under Article 6 of the Contract, have all been duly made and shall remain valid and effective until the sale completion date, taking into consideration as regards the declarations, undertakings and warranties of the two Sellers, the changes that may have arisen in the course of the of the Company’s practicing of its ordinary activity and in conformity to the terms of this Contract, and that the two Sellers should have carried out all of their obligations which they ought to execute until the sale completion date pursuant to Article 8 of the Contract, and that they should have prepared all the deeds of sales specified under Article 4-2 of the Contract.

B. The accountant of the First Party, the Buyer, shall have completed the examination of the Company’s financial status and the First Party, the Buyer, has ascertained, through such examination that the shareholders’ rights in the Company on the sale completion date shall not be less than _______ (only _____). The parties may agree in writing on waiving any of the aforementioned conditions and the completion of the sale.

Article 10: Recession of Contract

This Contract shall automatically be rescinded without the need to give any notification execute, warning, judicial judgement or administrative decision or award by arbitration board in any of the following cases:

A. If any of the conditions required for sale completion which are mentioned above under Article 9 of the Contract are not satisfied or if the satisfaction of such conditions proves to be impossible.

B. If neither the sale nor the signing of the amendment of the annex of the Company’s Articles of Association nor the notarization of same with the competent Notary Public are carried out on the date of sale completion provided for under Article 4-1 of the Contract or on the date agreed upon in writing by the parties.

Article 11: Confidentiality of Information

The First Party, the Buyer, hereby, acknowledges that each of the information provided to it or to which he has access regarding the Company’s activity and financial and legal position is top confidential and the First Party, the Buyer, hereby undertakes that if the sale is not completed for any reason, he shall immediately return all the documents he has received from the Seller or the Company and undertakes not to divulge to third party any information, data or secrets which he has obtained form the Seller or as a result of having access to the Company’s documents.

Article 12: General Provisions

12-1 Assignment of Contract

This Contract may not be assigned or transferred by any of the parties without the prior written approval of the other party. It is explicitly agreed upon that this Contract shall be binding on the legal heirs and the general and special successors of the parties.

12-2 Waiver of Contract Conditions

The delay or neglect of any party to exercise its right under the provisions of this Contract shall not be deemed a waiver thereof unless such waiver has been effected in writing and signed by the concerned party or its duly appointed representative.

12-3 Alteration of Company’s name

It is explicitly understood by all parties that the First Party, the Buyer, shall have the right to alter the Company’s name to ____________________ or any other name agreed upon by the Company’s shareholders.

12-4 Expenses

Unless otherwise stipulated in this Contract, each party shall bear its own expenses which he would have sustained in the preparation and execution of this Contract. This shall include without limitations, the fees of the legal advisers, the financial consultants, the accountants and the auditors.

12-5 Entire Agreement

This Contract constitutes the entire agreement reached by the parties and shall supersede any agreements, correspondence or communications and shall supersede any previous agreements or communications among the parties in this respect.

12-6 Notices

All the notices related to this Contract shall be valid and effective if they are given in writing and delivered by courier against acknowledge of receipt or if dispatched by registered mail with acknowledgement of receipt or by express mail or by fax to the other party to the following address:

A. In respect of the First Party, the Buyer:
___________ Company Limited
B. In respect of the Sellers:
Company: _______________
Mr. _____________________
Mr. _____________________

12-7 The Applicable Law and Arbitration

The interpretation and enforcement of these Articles of Association shall be subject to the laws and regulations of ___________ and any dispute arising between the parties which could not be amicably settled shall be referred to arbitration pursuant to the Arbitration Regulations applicable in __________.


12-8 Contract Counterparts

This Contract has been drawn up in 5 original counterparts duly signed and stamped. Each party has received one copy to act in accordance therewith and the remaining counterparts shall be kept at the Company’s head quarters for reference, when necessary.

The First Party, (the Buyer)
_______________ Company Limited.
By ____________________
Title: ___________________
Signature: _________________

The Second and Third parties (the Sellers)
Mr. _________________
Signature: _________________
Mr. ___________________
Signature: _________________