Memorandum and Articles of

Association of a Limited Liability

Company

This memorandum has been executed in

I, on the date ___/___/ 20..
and agreed upon between:-

2.. /___/___ ............. .....
:

1. Mr. , a
national, holding passport no., of p.
o. Box ., , .
(Hereinafter referred to as the first
party).

........ ......... / .1
........ 0 -: ......
) ...........
(" "

2. Mr. , a
national, holding passport no., of
p.o. Box ., , .
(Hereinafter referred to as the second
party).

........ ......... / .2
........ 0 -: ......
) ...........
(" "

3. Mr. , a
national, holding passport no., of P.
O. Box ., , .
(Hereinafter referred to as the third
party);

........ ......... / .3

Whereas :A. The parties wish to establish a limited

liability company and acquire the
necessary license for it to carry out the
following business:
Trading, import, export of computers,
computer equipment & requisites,
electronic card, chips & requisites which
shall include the carrying on of all works

........ 0 -: ......
...........
""
-:
-1

-:


.

and activities as are related or ancillary

thereto
B. The parties desire to register the said
company in the commercial register in
compliance with the provision of the law;

-2
.

C. The parties have agreed on the following

terms and conditions in order to regulate
their relationship as shareholders.

-3
"
."

Article 1 : Preamble
The foregoing preamble shall be considered
as an integral part of this memorandum and
shall be read together with the same at all
times.

Article 2 : Definitions

: 1


.

: 2

2.1. Whenever the term memorandum is

used it shall mean this memorandum and
articles of association.

" " 2-1

2.2. Whenever the term party or parties

is used it shall mean the abovementioned shareholders of the company

" "" "2-2

2.3.the expressions party, parties and

shareholder/(s) shall include:

In the event of demise or disability of any

such party being a natural person, successors
in title and legal heirs of such party to this
memorandum - shall have the right to the

" "" "2-3

"" " "
:

entire benefit of this memorandum as if they

were the original parties hereto.

2.4. The term company shall refer to the

limited liability company created
pursuant to this memorandum

"" 2-4

2.5. The term trade name shall refer to the

trade name of the company

" " 2-5

2.6. The term law shall mean the

companies law as amended

"" 2-6
.

2.7. The term country shall mean

..

"" 2-7
.........................................

Article 3 : name of the company

The parties shall establish a limited liability
company named
L.L.C hereinafter referred to as the
Company.
Article 4 : head office
The company shall have its head office and
legal place of business in the city of ........ By
an unanimous decision of the general
assembly, the head office may be relocated
elsewhere in the country and other branches
and agencies may be established in the
country or abroad, taking into consideration
the laws and regulations in effect in the
respective state.
Article 5 : Objectives of the Company
5.1 The main objective of the company is
trading, importing and
exporting

: : 3

........................ "
" "."."..
: : 4

.......................




.

: : 5
5-1

computers, computer equipment &

requisites, electronic card, chips &
requisites which shall include the
carrying on of all works and activities
as are related or ancillary thereto
5.2 The company shall not be active in the
business of insurance, banking and
investment of funds for the account of
third parties.
Article 6 : Duration of the Company
The period of the company shall be 10 (ten
calendar years commencing from the date of
registration in the commercial register. This
period shall be automatically renewed for a
similar period unless the company is
liquidated before the expiration of its period
or due to any reason included under article
(15) of this memorandum or provided for in
the law.
Article 7 : Capital of the Company &
Division of Shares

.
.

5-2

.

: : 6
( 10)
.


( 15)
.

: : 7

7.1. The parties have agreed that the total

capital of the company shall be AED
300.000,00 (three hundred thousand
dirham only), divided into 300 (three
hundred) equal shares to the value of
AED 1.000/- (one thousand dirham
only) each.

7-1
) 300.000
300 (
)(
.( ) 1.000

7.2. The parties paid up their shares in the

capital as follows :

7-2
:

7.2.1. The first party paid up 40% of the

capital of the company equal to

%40 7-2-1
)120

120 (one hundred twenty) shares

to the value of AED 120.000,00
(one hundred twenty thousand
dirham).
7.2.2. The second party paid up 40% of
the capital of the company equal
to 120 (one hundred twenty)
shares to the value of AED
120.000,00 (one hundred twenty
thousand dirham).
7.2.3. The third party paid up 20% of the capital
of the company equal to 60 (sixty) shares to the
value of AED 60.000,00 (sixty thousand
dirham).

(
)120.000
.(
%40 7-2-2
)120
(
)120.000
.(

%20 7-2-3
( ) 60
60.000
.( )

7.3. The parties may at any time and by a

resolution of the general assembly,
increase the capital of the company,
either by increasing the value of the
existing shares or by the issue of new
shares. The parties shall have a priority
right to acquire new shares in
proportion to the existing number of
shares held by each of them.

7-3





.

7.4 Similarly, the capital may be decreased

without prejudice to the provisions of
article 227 of the law and its exclusive
regulations and decisions.

7-4
( 227)

7.5. In all cases the increase or decrease of

the capital shall not be valid without
first registering it with the concerned
official authorities and completing the
relevant procedures of registration and
publication.

7-5


.

Article 8: Assignment of Shares

: 8

8.1. A shareholder may assign his shares to

another shareholder or to nonshareholders by means of a notarized
written instrument, pursuant to the
terms and conditions specified in this
memorandum.

8-1

8.2. In the case that one of the shareholders

resolves to assign his shares, whether
with consideration or without
consideration, to a non-shareholder, he
shall first notify the other shareholders
in writing, via the managing director of
the company, of the terms and
conditions of assignment.

8-2




.

8.2.1. The managing director shall then,

immediately upon receipt of such
notification, notify the other
shareholders in writing thereof.
8.2.2. All shareholders shall have a
priority right to apply to acquire
the shares at the agreed price.
8.2.3. In the event of discord over the
sale price the auditor of the
company shall evaluate the price
on the date of assignment. In case
the selling shareholder or the
other shareholders disagree with
the evaluation of the auditor of the
company, an independent
accountant shall be nominated to
provide an evaluation of the price
of the shares; which shall be

8-2-1

.
8-2-2

.
8-2-3







.

binding upon the parties. The cost

of such independent evaluation
shall be borne by the party or
parties disagreeing.

8.2.4. However, if within thirty days of

the date of notification none of the
shareholders exercise his right to
acquire the shares, the
shareholder resolving to make an
assignment shall be free to assign
his shares.

8-2-4




.

8.2.5. If more than one shareholder

exercises his right to acquire the
shares, the shares to be
transferred shall be divided
between them in proportion to the
existing shares held by each of
them.

8-2-5




.

8.3. The assignment shall not be valid vis-avis the company or other parties prior
to the date of entry in the shareholders
register and the commercial register.
The company may not refuse to record
the assignment in the shareholders
register unless it contravenes the
provisions of this memorandum.

8-3

.


.

8.4. In all cases, the assignment may not

result in a reduction of the shares of the
state national shareholders to less than
51% of the capital nor increase the
number of shareholders to more than
fifty nor decrease it to less than two
shareholders.

8-4

% 51


.

8.5 the right of preemption (as per art. 8.2) is

not transferable except in the following

( 2-8 ) 8-5
:

event:
If the execution of the right of
preemption would result in a reduction
of the shares held by . Nationals to
this memorandum below 51%, then the
non-national shareholders cannot
exercise any preemption right due to the
regulations of the law. Limited to this
exceptional case the non-national.
Shareholders shall have the right to
transfer their right of preemption to a
third party of state Nationality of their
choice.
8.6. In the event of death of one of the
shareholders being a natural person, his
shares shall be transferred to his
successors and legal heirs.
Article 9 : Register of Shareholders

%51


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.
8-6

.
: : (9)

9.1. The company shall maintain at its head

office a special register in that the
shareholders names, titles, nationalities,
occupation, addresses and the value and
number of shares owned by them shall
be noted.

9-1



.

9.2. The register shall also note all

transactions concerning the shares and
the date of such.

9-2

.

9.3. The managing director shall be

responsible for this register and the
authenticity thereof.

9-3
.

9.4. The shareholders and all interested

parties shall have the right to inspect

9-4

such register.
9.5. The managing director shall notify the
competent official authority of the
information noted in the register
together with any amendments made
thereto, during the first month of every
calendar year.
Article 10 : Rights Accruing from Shares

.
9-5



.

: : (10)

10.1. Each share of the capital of the

company shall give its holder an equal
share in the companys assets and in the
surplus of the liquidation.

10-1

.

10.2. The shareholders shall be liable to the

creditors of the company in proportion
to the number of shares held by them in
the capital of the company.

10-2

.

10.3. The rights and obligations related to the

shares shall be transferred to the
successors provided that the ownership
of the shares shall be subject to
acceptance of the provisions of this
memorandum and the decisions issued
by the company, without prejudice to
article 226 of the law.

10-3



)
.( 226

Article 11 : Management of the Company

11.1. The shareholders agree that the
company shall have one managing
director. The first managing director
shall be mr. ., a ... National,
holding passport no. , of p.o. Box
.., ... He shall be appointed for an

:(11)
11-1


.......... ............. /
..........

unlimited period of time. His

appointment can be changed or
terminated at any time by the
shareholders at a duly convened general
meeting only. The remuneration, terms
and duration of the appointment of the
managing director shall be mutually
agreed by the shareholders.

11.2 The managing director is responsible

for the proper execution of the
management of the company without
any limitation whatsoever.

11.3.

The managing director shall be

responsible for the proper execution of
all commercial, trade, financial and
administrative operations of the
company in accordance with all
appropriate regulations, directives and
guidelines, for the compliance with the
memorandum and to ensure that the
resolutions of the shareholders and/or
board of directors, if any, are closely
followed.

11.4. In order to execute the day to day

management of the company, the
managing
director
shall
have,
including but not limited to the
following powers and authorities to:

............ ........... . :
0



.

0
11-2

:

11-3





)/
.(

11-4
-
-
:

-Appoint and terminate

employees and
workers
services,
lawyers,
accountants, and define their
duties and rights, pay their
salaries,
sign
their
labour
contracts and visas, impose
penalties on them, provide them
with accommodation;

Sign
all
communications
and
correspondences,
and
all
necessary
documents to carry out the works of the
company;

- Represent the company in any jurisdiction

before all kinds of local and federal courts
and to institute proceedings and sue and
defend actions on behalf of the company,
attach property of debtors, refer cases to
arbitration and otherwise take all legal
measures necessary to protect the interests of
the company as plaintiff, respondent, a party
to arbitration or otherwise;

- Represent the company in all dealings with

governmental and private institutions as well
as legal, judicial and administrative
authorities including but not be limited to
the ministry of labour and social affairs, the
department of naturalization and residence,
the electricity and water authority, the

ministry of economy and planning, the

municipalities, the ministry of health,
customs
authorities,
police,
public
prosecution, airport and seaport authorities
and public notaries and to accept and sign all
documents in connection and related
therewith;

- Open, close and operate bank accounts in

the name of the company, and operate same
by depositing, drawing and signing, receiving
and
endorsing
cash
and
cheques,
documentary credit, bonds and bank loans,
offering the required undertakings;

- Buy, sell, give on lease, mortgage, waive and

insure machinery, equipment and vehicles,
renew and cancel the ownership thereof;

- Renew the licenses, which enable the

company to carry on its ordinary activities;

- Place insurance against fire and other risks

covering the real and personnel property of
the company and in case of destruction,
damage or loss, file claims with insurers and
receive the respective indemnifications;

- Control
distribution

the marketing, sales

of all of the goods

and
and

commodities of the company inside and

outside the country within the limits decided
by board of directors;

- Make and decide on the day-to-day sales

and marketing policy of the company
regarding prices, mark-ups, payment terms,
discounts,
promotion,
advertisement,
presentation, clientele and customers within
the limits decided by board of directors;

- Programming and storing the inventory,

and make decisions regarding logistics and
distribution;

- Operate to the companys best interest the

implementation and supervision of the
financial planning of the company with
regard to the budget keeping, cost control,
collections of payments, usage of bank
facilities etc., and the accounting procedures
with regard to book keeping, compliance
with local and international accounting
standards and regulations, auditing etc.

- Decision upon all major matters of policy

and the operation of the finances of the
company;

- Acquisition, sale and mortgaging of real

estate and buildings in the name and on
behalf of the company within the country
and/or abroad;

- Appointment of commercial agents and/or

distributors of the company;

- Establishing and/or closing branch offices

of the company within the country and/or
abroad;

/ /

Establishing any company with the

company as a shareholder or acquiring
shares and/or holdings in any company on
behalf of the company and in the name of
the company;

- Canceling any corporate agreements, joint

venture agreements and/ or other agreements
the company is party to, which would entail a
restriction in essential corporate functions.

- The managing director shall be authorized

to delegate any of his rights and obligations
set out herein to any other duly qualified
person in writing specifically defining the
powers and duties so delegated.

11.5. The shareholders shall provide the

managing director, if necessary, with a
notarized and legalized power of attorney for
all actions, duties, rights and powers detailed
herein.

11.6. The company shall fully indemnify the

managing director in respect of any loss,
damage or other liability they may incur or
suffer of any kind whatsoever and howsoever
arising during the proper performance of
their duties as managing director as specified
in this memorandum, under the law and
their service contract, if any. The managing
director shall only be liable for loss or
damage caused to the company as a result of
him acting outside his powers and duties
and/or for damage caused as a result of their
acting or omitting to act intentionally or due
to gross negligence.

Article. 12 the General Assembly

11-5



.

11-6




.


/

.

:(12)

12.1. The company shall hold a general

assembly for all shareholders at the head
office of the company unless another place is
determined by the board of directors.

12-1


.

12.2. Each shareholder shall have the right to

attend the general assembly regardless of the

12-2

number of his shares and may, by a written

power of attorney, appoint another
shareholder to represent him.

12.3. Each shareholder shall have a number

of votes equal to the number of shares held
or represented by him.

12-3

.

12.4. The ordinary general assembly shall be

convened, by written invitation sent by
registered letter with acknowledgement of
receipt by the directors to each shareholder
not less than 21 (twenty one) days prior to
the date of the general assembly, at least once
a year within four months after the
expiration of the financial year.
The
invitation must include the particulars of the
agenda and the place, date and time of the
meeting.

12-4



( 21)



.

.

12-5 the agenda for the ordinary general

assembly must include the following matters:

12-5
:

Review of the report of the managing director

on the companys activities and
financial position during the year,
the report of the supervisory
board, the auditors report.

Discussion and adoption of the balance sheet

and profit and loss account.

Determination of the share in profits to be

distributed among the shareholders

Any other matter that falls within its

competence in accordance with
the provisions of the law or this
memorandum.

The general assembly may not deliberate

matters not included in the agenda unless
serious issues are disclosed at the meeting
which require discussion.

Should any of the shareholders request the

inclusion of a specific matter on the agenda,
the board of directors must do so, failing
which the shareholder has the right to appeal
to the general assembly.

12.6. Extraordinary general assemblies shall

be held at the request of the
supervisory board or by a number of
shareholders holding not less than
25% of the capital to discuss any issue
that may arise.

12-6


%25
.

12.7 Every shareholder shall have the right to

discuss matters included in the agenda. The
board of directors is obliged to reply to any
shareholders question provided it is not
detrimental to the companys interests.
Should one of the shareholders consider the
reply of the board of directors to insufficient,
he may appeal to the general assembly,
whose resolution shall be binding.

12.8. Decisions of the general assembly shall

not be valid unless adopted by a number of
shareholders representing at least 75% of the
capital.

If such majority is not achieved

during the first meeting, a second meeting

shall be convened within twenty one days
following the first meeting. Resolutions at
that meeting shall be adopted by 55% of the
votes represented thereat.

Decisions taken in respect of amending the

memorandum of the company, its merger
with another company, winding up the
company or increasing or decreasing the
capital; shall not become valid without the
approval of shareholders representing at
least 75% of the capital of the company.

12.9. In all events, an increase of the

shareholders liabilities shall not be valid

12-7







.
12-8
%75

.

%55

%75
.

12-9

unless unanimously approved by them.

12.10. A decision to decrease the capital of

the company shall not become valid without
the approval of the official competent
authority.

12-10

.

12.11. The company shall maintain a special

12-11

.

.

.

register where all minutes and resolutions of

the general assembly shall be kept and the
shareholders undertake to sign these minutes
and resolutions. The shareholders or their
proxies shall have the right to inspect the
contents of this register.

Article (13) : Fiscal Year

13.1. The fiscal year of the company shall

commence on the 1st of January and expire
at the end of December every year; with the
exception of the first fiscal year which shall
commence on the date of registration of the
company in the commercial register and
expire on the 31 December ..

13.2. The company shall maintain regular

books of accounts indicating income and
expenditure, together with a complete
evaluation of the properties and assets of the
company and generally any other statement

: : (13)
13-1




... 31

13-2



.

in accordance with standard accounting

principles.

13.3. The company shall appoint an auditor

annually by a resolution of the shareholders.
The said auditor shall be licensed to practice
in the ......... The shareholders shall determine
his annual remuneration.

13-3
.

............

.

13.4. The managing director of the company

shall prepare the annual balance sheet and
the profit and loss account of the company.
He shall also prepare the annual report of the
company, its financial position and his
proposals on the distribution of profits within
three months from the date of expiration of
the companys fiscal year.

13-4





.

13.5. The managing director of the company

13-5




.

shall forward the balance sheet and profit

and loss accounts to the ministry of economy
& planning and to the competent authority
within ten days of the date of its approval by
the general assembly of shareholders.

Article 14 : Distribution of Profits & Losses

14.1. The company shall declare an annual

net profit after its balance sheet has been
approved and deductions have been made for
the overheads, costs and managing directors

: : (14)
14-1

remuneration and other expenses. This net

profit shall be distributed as follows:-

-:

14.1.1. 10% of the net profit shall be

%10 14-1-1

deducted to form the legal reserve of the

capital in compliance with article 255 of the

( 255)

commercial companies law. Such deduction

shall however be discontinued once the

reserve reaches half of the capital; after that
it may be transferred to new shares added to
the capital by a resolution of the general
assembly.

14.1.2. After deducting the legal reserve, and

a general reserve at the discretion of the
shareholders, the profits shall be distributed
between the shareholders in the following
proportions:

.

.

14-1-2


-:

The first party: 40,00 %

%40 -:

The second party: 40,00%

%40 -:

The third party: 20,00%

%20 -:

Article 15 : Dissolution of the Company

15.1. Notwithstanding any of the provisions

of the law, the company shall be dissolved in

: : (15)
15-1
:

any of the following events :-

15.1.1. If the liabilities of the company exceed

75% of the capital; unless the shareholders
decide to continue with the company.

15.1.2. If the general assembly decide to

merge the company with another company.

15.1.3. If a legal judgment is issued to wind

15-1-1
%75
.

15-1-2
.

. 15-1-3

up the company.

15.1.4 the expiry of the period specified in

this memorandum unless this period is

15-1-4
.

renewed.

15.1.5. If all or most of the companys assets

are lost such as to preclude the profitable
investment of the remainder.

15-1-5

.

15.1.6. If an event provided for in the law

which results in liquidation occurs.

15-1-6

.

Article 16 : Liquidation Procedure

16.1. In the event that the company is

liquidated for any reason provided for in the
law or mentioned in article 15 hereinabove,

: : (16)
16-1

( 15)

the company shall be liquidated by a

liquidator, to be appointed and replaced, if
relevant, by a resolution of the general
assembly.

16.2. The powers of the managers of the

company shall cease upon the appointment of
the liquidator and shall be vested in the
liquidator.

16.3. From the date of winding up the

company, the liquidator shall not
conduct new business on behalf of
the company, except where
necessary for liquidation and with
regard to previous business
transactions.

16.4. All documents and correspondences

relating to the company during the period of
liquidation shall be marked under
liquidation.

16.5. All liabilities of the company shall be

discharged out of the sale of assets and other
properties of the company, including any
income received during period of liquidation.
After remunerating the liquidator, the
residue shall be distributed between the
shareholders in proportion to their shares in
the capital.

) (
.

16-2
.
.

16-3


.

16-4
"
."

16-5




.

16.6. The liquidation procedure shall be

considered as complete upon submission of
the balance sheet by the liquidator to the
general assembly, endorsement thereof by
the general assembly and issuance of a
discharge letter to this effect.

Article :17 Prohibited Acts

17.1 The shareholders of the company, its

managers and employees shall not embark on
any business or trade which may adversely
effect the business of the company or
compete with such business.

17.2. Upon recruitment of the employees of

the company, a written undertaking shall be
taken from each employee to comply with the
provisions of clause 17.1 hereinabove.

Article 18: Trade Name

In the case that one party withdraws from

the company prior to termination thereof he
shall forfeit his proprietorship rights in
respect of the trade name and shall have no
right to receive payment in respect of such.

16-6



.

: : (17)
17-1


.

17-2

.( 1-17)

( 18)

Article 19 :Dispute Settlement

: : (19)

19.1 Any dispute connected with the

formation, performance, interpretation,
nullification, termination or invalidation of
this memorandum or arising therefrom or
related thereto in any manner whatsoever
shall be amicably settled. In the event such
dispute cannot be settled within a period of
30 days calculated from the date of notice of
such dispute given by either party, either
party may refer the dispute to arbitration to
be finally resolved by a three panel
arbitration in accordance with the rules of
commercial conciliation & arbitration of the
. chamber of commerce & industry.

19.2 The language of the arbitration shall be

English.

19.3 The location of the

proceedings shall be ..

arbitration

Article 20 : Notices

All notices forwarded in terms of this

memorandum shall be deemed to

19-1


30
)(


( 3)

"
. "

. 19-2

..... 19-3
.

: : (20)

be sufficiently forwarded and

received
if
dispatched
by
registered post, with return
receipt, or by courier mail to the
address of the relevant party as
specified hereinabove.

Article 21 : Applicable Laws

21.1 The laws of the country shall apply to

any dispute arising between the parties. In
the absence of a law pertaining to the
dispute, the arbitrators or the courts shall
apply court precedents, and commercial
practice in the ...
Article 22 : Amendments

This memorandum may be added to or

amended by a written amending
resolution signed by all the
shareholders. The amendment or
addendum shall have the same
force as the memorandum and
shall be effective from such date
as may be provided for in the
amending resolution.

Article 23 : Copies of this Memorandum

: (21)

21-1



...........
: : (22) :

: (23)

This memorandum is issued in five (5) copies,

one copy for each party, one copy
for the purpose of attestation and
registration with the notary public
and one copy for the competent
official authority.

( 5)


.

In witness whereof, the shareholders have set

their respective hands to this
memorandum on the date first
mentioned hereinabove in Dubai,
United Arab Emirates.

Signatures :

______________________________________
Mr.

................................................

______________________________________
Mr.

............................................. /

Mr.

................................................