Abb

CBB

HSBC

Terms
Private & Confidential
UNICORN MENA EQUITY FUND COMPANY BSC
UNICORN INVESTMENT BANK BSC
FUND MANAGEMENT AGREEMENT
EXCALIBUR MENA FUND
FUND MANAGEMENT AGREEMENT
Unicorn MENA Equity Fund Company BSC
the Fund Company
Unicorn Investment Bank BSC
Fund Manager
Party
Parties
Shariah complaint open-ended fund,
the Central Bank of Bahrain
investment management and advisory roles
Funds Investment Objectives and Policies.
Fund
investment management and advisory services
Shariah principles.
premises
an integral part
Agreement
covenants
obligations
Definitions and Interpretation
Administrator
Bank Middle East Limited, Bahrain Branch
Articles
collectively
the Memorandum of Association
Articles of Association
for the time being in force
Assets
Custodian
nominees
for the account of the Fund
Auditors
Ernst & Young Bahrain
firm
Bahrain
Kingdom of Bahrain
Board
board of Directors
Business Day
Closing Date
application to the Initial Offering
Private Placement Memorandum
Directors
acting in their sole discretion
Financial Year
expire
Initial Offering
per Unit
subscription fee

PPM

NAV

Investments
property
securities
cash
funds
rights
undertaking
Investment Committee
Private Placement Memorandum
clause
Investment Objectives and Policies
set out
registered with
Net Asset Value
Placement Agents
Al Aman Investment Company
entity
capacity
appendices
attachments
amendment
supplement
published by
assist in the placement of the Units
Proper Instructions
written or faxed instructions
in respect of
purporting to be signed
authorisation
class
instructions
in question
instances
designated persons
promptly
different purposes
officers of corporations
A certified copy
resolution
conclusive evidence
authority
full force
Quarter
Registrar
Sub-Advisor
Unit
Unit Holder
Valuation Day
recitals
schedules
convenience
statute
Appointment and Scope of Fund Management
operational structure
service providers

in its possession
the Registrar
liabilities
any portion of a year
performance
taking into consideration
Exclusive
to others
to be affected with notice of, or to be under any duty to disclose to the Fund Company,
So far as is permitted by the law
subsidiary of such holding company
Interested Party
holding company
as the case may be
may acquire or dispose of any investments
may be held by, or for the account of, or otherwise connected with, the Fund
Interested Party
acquiring
is in accordance with
arm's length basis
interests of
So far as is permitted by the law
any such sale
unless the terms thereof are no less beneficial to
those which
For the avoidance of doubt
declared
this Clause
liquidator
administrator
receiver
EXCALIBUR MENA FUND
Fund
Equity Fund
Indemnified Person
Indemnified Persons
means
shall be entitled
Placement
trustee
not containing,
publication
all the
or any statement in them being, or being alleged to be, untrue
reasonableness
so far as it is able
shall survive
this
Legislative Decree
exclusive
fairly
order
under compulsion
knowingly
shall be governed
the Schedule attached

Several
several
Custodian
units
distringas
from time to time
Unless
TINTORIA INTERNATIONAL LTD
GIANPAOLO FASOLI
LIVIA FASOLI
PULITORI & AFFINI
ENRICO BOTTICINI
TINTORIA LOMBARDA DI FASOLI ALDO S.P.A
proportion
joint venture
industrial laundry
Dividend Policy
Shariah Board
Shariah Supervisory board

Shariah Board
CERTAIN COVENANTS
Restrictive Covenants
Tag-Along Rights
Brescia Foundation for Economical and Juridical Studies
Unicorn Global Private Equity Fund I
Wayne Dennis Giles
Mohammed Shaban
Gulf Strategic Partners W.L.L.,
under Commercial Registration Number
to the extent not in conflict with
redeem
Custodian
redeemable
redemption
HSBC BANK MIDDLE EAST LIMITED (BAHRAIN BRANCH)
Private
GULF STRATEGIC PARTNERS W.L.L
I
Wayne Dennis Giles
Mohammed Saleh Shaban
in paragraphs (2) through (4) above
under serial number
wish to enter into this Agreement
NOW THEREFORE IT IS AGREED as follows
Articles
amended
Control
persons acting in concert
another
the wishes of that person
acting in concert
beneficial owner
of more than fifty (50) percent

an entity
having the right to appoint or remove a majority of the directors

or otherwise control the votes at board meetings of that entity by virtue of

conferred by
that entity
in relation to a person
are persons
understanding
with a view to obtaining or consolidating Control of that person
in respect of
being levied or enforced upon
an encumbrancer taking possession of
or being appointed over
petition is presented
order is made or a resolution is passed
references to this Agreement include
REPRESENTATIONS
the entry and delivery of
oil
corrosion,
Aamir Hussain Khan
Ahmed Abdul Rahman
supervise
In the event that the Shareholders agree
proportion as each of their shareholding bears
at the relevant time
provided
shall be obliged to
to provide
capital
provided further
rights
facility
DIVIDENDS
shall be made
Dividends to the Shareholders
in the manner and amounts determined
In determining whether or not to distribute dividends,
Shareholders may consider giving preference
to reinvesting any amounts
any amounts that would otherwise be available for
dividend distributions under the Articles
SHAREHOLDERS' CONSENT
properly convened
DEALING IN SHARES
No Shareholder shall do, or agree to do
any of the following during
during the continuance of this Agreement
except with the prior written consent
of the other Shareholders
or otherwise in accordance with this Agreement:
pledge, mortgage, charge
or otherwise encumber any Share or any interest in any Share in the Company;
grant an option over any Share or any interest
in any Share in the Company
enter into any agreement
in respect of the votes
attached to any Share in the Company.

Any sale, transfer or other disposal by any Shareholder

Selling Shareholder
of all or part of its Shares
Offered Shares
under this Agreement
the Selling Shareholder
shall send the Directors a notice
indicating the number of Offered Shares
the price at which such Selling Shareholder is willing to sell
the Directors shall,
within five (5) Business Days of receiving
the Selling Shareholders
inform the other Shareholders of such offer
grant the other Shareholders the opportunity
within twenty (20) Business Days of receipt of such offer
Failure by any Shareholder to respond within such period
shall be deemed an indication that the Shareholder is not interested in
exercising its preemptive rights
the Directors shall apportion the Offered Shares
between the Shareholders
who indicate their desire to purchase
in proportion to
their respective percentage ownership in the Company
the Selling Shareholder and each Shareholder
agrees to purchase the Offered Shares at the Offered Price
shall execute
any and all necessary share transfer instruments,
resolutions, deeds
other documents required for purposes of
consummation of the transfer of the Offered Shares
in the event that
no Shareholder indicates its desire to purchase
any of the Offered Shares,
may offer
the Selling Shareholder

sell the Offered Shares to a third party

subject to the conditions specified in Clause
A transfer of any Offered Share or Offered Shares
in accordance with Clause 8
shall be on the following conditions
the transferee shall execute a deed

confirming to the other Shareholders

it shall be bound by this Agreement as a Shareholder
in respect of the Offered Shares
where the transfer is of less than
all of the Shares held by the Selling Shareholder
each of the transferor and the transferee shall be bound by this Agreement
in proportion to the number of Shares
held by each of them after the transfer.
COMPLIANCE WITH THIS AGREEMENT AND
THE MEMORANDUM OF ASSOCIATION
Each Shareholder undertakes
shall take all practicable steps
including, without limitation, the exercise of votes
directly or indirectly

CBB

it controls at meetings of the Board and general meetings

ensure that the terms of this Agreement are complied with
the Board and the Company each complies with its obligations
it shall do all such other acts and things
as may be necessary or desirable
to implement this Agreement
Each Shareholder undertakes to the other
to comply fully and promptly with
the provisions of the Articles
so that each and every provision of the Articles
shall be enforceable by
the Shareholders as between themselves
in whatever capacity
any provision of the Articles of the Company
any provision of this Agreement
conflicts with
to the extent allowable by the relevant laws
this Agreement shall prevail
the Shareholders shall exercise all voting rights
whenever necessary
other rights and powers available to them
to procure the amendment
waiver or suspension of
the relevant provision of the Articles
to the extent necessary to permit
the Company to be administered as provided in this Agreement
Defaulting Shareholder
commits a material breach
persistent breaches
its obligations
to the extent necessary
effect
induced to enter into
as set out in
SHARIAH BOARD
SHARIAH SUPERVISORY AGREEMENT
acting on its behalf and on behalf of
Whereas
wishes
obtain the benefit of
Shariah
serve as the supervisor
on the terms and subject to
THEREFORE
an open ended fund
established as
contractual arrangement
Central Bank of Bahrain
Private Placement
the Fund which shall
in connection with
the above duties
upon satisfying itself that
the Fund complies with Shariah
issue a certificate (the Fatwa)
the Shariah Supervisory Board

comply with the Shariah Guidelines

as informed by the Shariah Supervisory Board
such structure
open ended investment fund
Shariah compliant portfolio
Shariah
not exceeding
which
deposited
remedy
shall be signed
AL AMAN INVESTMENT COMPANY
SUB ADVISORY AGREEMENT
being created by
premises
Custodian
for the account of the
Fees of the Sub-Advisor
Management Fee
a base fee
payable
proportionately
Performance Fee
the Interested Party
disposing
interests
selling investments to
So far as is permitted by the law
benefit
ARTICLES OF ASSOCIATION
TINTORIA INTERNATIONAL LIMITED
GIANPAOLO FASOLI
LIVIA FASOLI
PULITORI & AFFINI
EMANUELA FORGIOLI
ENRICO BOTTICINI
MASTER JOINT VENTURE AGREEMENT
Master Joint Venture
The Parties
have signed
Transaction.
phases
quarterly
Shareholders
Managing Director
Chairman
Boards Meeting
agreed
Managing Directors
Managing Director / General Manager shall be nominated
shall be detailed
requires
finance
show interest
subscribing
annual dividends

tag along rights

adverse
as the latter determines
to bind the Company, with effect
shall have the right to
to commence or defend any actions
become due
SHARE SALE AND PURCHASE AGREEMENT
TINTORIA INTERNATIONAL LTD
a Bahrain closed joint stock company
Purchasers
The Purchasers are desirous of
The Seller has agreed to
Capitalised
shall have the meaning
ascribed to them below
the Memorandum and Articles of Association of the Company ;
and any addendum thereof
Closing
an offshore company
Authority
Recitals
Share Sale and Transfer Form
each of
which shall be executed
Transaction Documents
form
Transfer
means
express or implied
include
unincorporated bodies and associations
extended
made
any of the foregoing.
The headings are for convenience only
Purchasers
the Purchasers agree
acquire and accept all rights
the relevant Purchasers will appear before the officer
execute the Share Sale and Transfer Form
for the Purchasers to be established as the legal owner of

for the transfer of the Sale Shares to the Purchasers

VAT

above
Value Added Tax
The Parties have agreed
has retained
for and on behalf of the Purchasers
to the Purchasers
Closing shall take place
execute
appear
shall execute and submit
application
REPRESENTATIONS
activity

implementation of the transaction

at the date of Shares Sale and Transfer Form
whatsoever nature
can be freely transferred
at or before Closing
when is executed
will be, enforceable

in accordance with their respective terms

the Purchasers may reasonably require
it does not contradict
capital

issued
this Agreement
monitored
of the JAFZA related to l
under the rules and regulation of JAFZA
Deed

all equity capital

manager
UAE

JAFZA
Territory
United Arab of Emirates
such other countries
as may be agreed in writing
from time to time
by the Partners
Memorandum and Articles of Association
all or any portion of
that it is obligated to
Dividend Policy
to open, operate and close
withdraw
promissory note
CERTAIN COVENANTS
Restrictive Covenants
Lock Up
undertake
It is already agreed and understood by
First Refusal
shall be entitled to
Exercise Period
fails to deliver
within the Exercise Period contained in
on terms not more favorable than those
thirty
As a condition to

a Transfer of Shares offered for sale

in a Notice
to a Transferee
shall be void
ab initio

refuse to transfer
in violation of
Tag-Along

proportionate to its shareholding in

complaining
Entire
intent of this

invalid
unenforceable
such provision shall be limited

the minimum extent

to render the same valid and enforceable
shall be governed
to transfer
Master Joint Venture Agreement
non-automated retail business
legal title

beneficial
contemplate
Employees
Endorsement
Master Joint Venture Agreement;
Encumbrance
security interest
title transfer or retention arrangement
arising other than by virtue of
Shareholders
agreement to be entered into between

of nominal value
Transaction
any other transactions
a corporate or unincorporated body
as it is in force for the time being
title
Sellers
SHAREHOLDING FOLLOWING SALE
course
dividend
ordinary course of business
good determination of
impossible
to achieve satisfaction of the Conditions
are not satisfied
non-fulfilment
registered
duly
extraordinary shareholders meeting
resolve
as determined in
the Company by-laws
legal due diligence carried out on the Company
represent
not misleading
ensure
misleading
expectation
use their best endeavours
material

Purchaser may
without prejudice
in relation to
at its sole option
represents
that it has been duly authorised
empowered
all the aspects
INDEMNITIES
to indemnify
information the missing or misrepresentation of which
may involve liability higher then
misrepresentations
claims
transfer to the Purchaser
SEVERANCE
AGREEMENT SURVIVES COMPLETION
GOVERNING LAW AND ARBITRATION
Brescia Foundation for Economical and Juridical Studies
Authorised



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