AGREEMENT
This Agreement is made this the 26th day of November 2000 by and between:
(1) MESSRS DHAFIR S. JABER AL AHBABI and (2) MUBARAK S. JABER AL AHBABI, United
Arab Emirates nationals., holders of Passport numbers A 0061777 and
0506969, respectively, and having permanent address of P 0 Box 47427 Abu
Dhabi, United Arab Emirates (hereinafter individually referred to as "Mr.
Dhafir" and "Mr. Mubarak", respectively and jointly as the "First Party");
And
(2) CITY MIX MANAGEMENT COMPANY, a company incorporated under the laws of
Grenada, having its registered office at 498 Lucas Street, St. George's,
Grenada, represented by Mr. Andrei Kharlanov, Russian National, holder of
Passport No. 1095553 (hereinafter referred to as the "Second Party");
The "First Party" and "Second Party" shall be collectively referred to as the
"Parties".
RECITALS:
WHEREAS the First Party have incorporated a limited liability company in Abu
Dhabi, under the name of `City Mix LLC' ("City Mix"), operating under trade
license number 037; commercial registration number 36220 and industrial license
number 507/1 to carry out production of ready mix concrete and import of
necessary materials and equipment for the same and;
WHEREAS City Mix was indebted to various creditors as listed under Schedule I
for debts which were incurred by previous owner of City Mix, and it was agreed
that City Mix and all its assets and liabilities shall be sold by a private
auction without making the First Party responsible for any liabilities of City
Mix in the past, present or future as mentioned in the Letter of Acceptance
dated 18/11/2000;
WHEREAS Mr. Andrei Kharlanov submitted a Bid and the First Party accepted the
same as per Letter of Acceptance dated 18/11/2000.
WHEREAS accepted Bidder, Mr.Andrei Kharlanov, nominated the Second Party to be
the party to this Agreement;
WHEREAS the parties hereto are desirous of setting forth certain terms and
conditions as to their understanding and mutual agreement;
Now, therefore, the Parties hereby agree as follows:
1.Shareholding
------------
1.1 In order to facilitate and only for the purpose of formal regularization of
the official registration of shareholding in City Mix, the Parties hereby
agree to execute and have it notarized a "Share Transfer and Amendment to
the Memorandum of Association" of City Mix, attached under Schedule III
herein upon signing of this Agreement and duly submitted to the concerned
Federal and Abu Dhabi Authorities for registration.
1.2 The Parties hereby agree that pursuant to the Share Transfer and Amendment
to the Memorandum of Association attached under Schedule III herein, Mr.
Dhafir transfers his 95% shares in City Mix, free from any lien, charges,
encumbrances, in his personal capacity on such shares and without creating
any liability whatsoever on his part in City Mix, to the Second Party and
Mr. Mubarak. The Second Party and Mr. Mubarak, in turn, acquire these
shares in a manner whereby the Second Party shall be a 49% shareholder of
City Mix and Mr.Mubarak shall be a 51% shareholder of City Mix.
1.3 Notwithstanding the provisions of 1.2 above, and upon both Mr. -Mubarak and
the Second Party becoming registered 51% and 49% share holders of City,
Mix, respectively, both parties specifically undertake and declare that the
First Party shall not have any actual ownership or shares in respect of
City Mix and the complete ownership shall be vested with the Second Party.
It is clarified herein that neither Mr. Dhafir nor Mr. Mubarak shall have
any responsibility or liability in respect of City Mix pursuant to the
arrangement and understanding herein agreed between the parties. It is
agreed that the Second Party shall acquire all rights associated with 100%
shareholding of City Mix and in order for the Second Party to acquire these
rights and to carry out business operation of City Mix. Mr. Mubarak shall
grant to a nominee of the Second Party a Power of Attorney with respect to
the 51% shares registered in his name as per the mutual understanding of
the Parties as envisaged in this Agreement, in the form and substance
attached under Schedule V for the duration of this Agreement.
This Power of Attorney shall be granted on the day that Mr. Mubarak and the
Second Party become legally registered owners of 51% and 49% shares in City
Mix, respectively. This Power of Attorney shall not be amended or revoked
by Mr. Mubarak without prior written consent of the Second Party.
1.4 The First Party shall promptly upon signing this Agreement, signing and
notarizing the Share Transfer and the Amendment to
the Memorandum of Association ensure necessary amendments in the licenses
and registration and membership certificates of City Mix with the Federal
Government and the Abu Dhabi Government, the Abu Dhabi Chamber of Commerce
and Industry, the Abu Dhabi Municipality, the Ministry of Finance and
Industry, the Ministry of Economy and Commerce, Ministry of Labour and
Social Affairs, the Immigration Department and the General Industry
Corporation ("Federal and Abu Dhabi Authorities") to reflect the 51% and
49% shareholding in City Mix of Mr. Mubarak and the Second Party,
respectively as well as the full management of City Mix by the Second Party
as per their mutual agreement under this Agreement.
2.Payments
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2.1 It is agreed by the Parties that pursuant to the acceptance of the
successful Bid and in accordance with the conditions stipulated in the
Letter of Acceptance, the Second Party shall deposit US$ 1,820,000 (United
States Dollars One Million Eight Hundred Twenty Thousand Only) immediately
upon signing this Agreement and Share Transfer and Amendment to the
Memorandum of Association in a bank' account nominated as per the mutual
understanding of the Parties. The Parties agree that the said deposited
amount shall be used according to the Bid conditions, or as these are
amended by Mr. Kharlanov and Mr. Dhafir.
2.2 The Second Party also undertakes to pay off and clear the remaining debts
of City Mix with the First Gulf Bank and Ramoil Engineering according to
the Bid and Letter of Acceptance dated 18/11/2000.
2.3 The Second Party further agrees and undertakes that according to the Letter
of Acceptance dated 18/11/2000, the First Party shall not be responsible,
in all means, regarding City Mix, whatsoever, in the past, present or
future and the First Party shall not be obliged or responsible to pay any
debt or compensation to the Second Party or third parties for any
liability.
3.0 Obligations of the First Party/ Mr. Mubarak
-------------------------------------------
3.1 Mr. Mubarak shall, for the duration of this Agreement and for the operation
of City Mix, advise and assist the Second Party on all matters pertaining
to the Federal and Abu Dhabi Authorities.
3.2 Mr. Mubarak shall, for the duration of this Agreement, arrange and be
responsible for the official registration of City Mix with the Federal and
Abu Dhabi Authorities in respect of the following:
i) Obtaining and renewals of City Mix's business licences and approvals with
the Federal and Abu Dhabi Authorities reflecting Mr. Mubarak and the Second
Party's 51% and 49% shareholding in City Mix as the law permits
ii) Issuance and renewal of the entry permits, work permits and residence visa
as may be required from time to time for Second Party's employees or
representative and the employees of City Mix.
iii) Assisting with the issuance of transit or visit visas for employees and
guests of City Mix from time to time ; and
iv) Subject to a Power of Attorney to be given by Mr. Mubarak to a nominee of
the Second Party, to carry out all acts and deeds that may become necessary
in respect of him being shown as a 51% shareholder of City Mix in the
license only whereby the Second Party shall have all the powers including
opening any bank accounts in the name of City Mix and availing any
financial facilities by mortgaging or creating lien on the assets of City
Mix, however, without casting any personal responsibility, whatsoever, on
Mr. Mubarak. The Second Party shall expressly discharge Mr. Mubarak from
all responsibilities when dealing with any banks, financial institutions or
third parties. Without prejudice to Article' 2.3 hereabove, the First Party
hereby declared that they have not created any lien, whatsoever, in respect
Of the, assets of City Mix or their shares in City Mix in their personal
capacity.
3.3 All reasonable out of pocket expenses incurred by the First Party in the
performance of their duties hereunder shall be reimbursed by Second Party
at cost upon production by the First Party of proper receipts and subject
to the First Party having obtained the Second Party's prior written consent
before incurring such expenses.
3.4 It is understood that Mr. Mubarak shall exert his best of efforts and
endeavor to obtain all licences and other relevant formalities cleared from
the Federal and Abu Dhabi Authorities. Also, Mr. Mubarak shall render tall
possible assistance in resolving any problems that may be encountered by
City Mix in obtaining and maintaining license for City Mix and other
related formalities.
3.5 The First Party shall maintain a valid Lease for the Land in Mussafah under
plot 31 and part of plot 35 for the duration of City Mix.
4.Covenants of the First Party/ Mr. Mubarak
-----------------------------------------
4.1 The First Party shall not, for the duration of this Agreement, take any
action which is adverse to or inconsistent with the interests of City Mix
as well as the Second Party and shall not engage, either
directly or indirectly, whether as shareholder, agent, manager or
otherwise, in any activities which are competitive in any manner with those
of City Mix.
4.2 The First Party shall not, for the duration of this Agreement, seek,
transfer, assign, pledge or hypothecate any of their shares in City Mix
without the prior written consent of the Second Party or permit such shares
to become subject to any lien and in no event shall the First Party
transfer directly or indirectly any of the shares to any person in
violation of the restrictions set forth in this Agreement.
5. Indemnification by the Second Party
-----------------------------------
5.1 The Parties agree that Mr. Kharlanov being the successful bidder having
committed himself with the First Party, has chosen and nominated the Second
Party to continue to fulfill his obligations pursuant to the Bid and Letter
of Acceptance dated 18/11/2000 to the First Party. Mr. Kharlanov shall be
the representative of the Second Party with all his previous obligations
starting from the bid upto the date of issuance of the new license of City
Mix and signing the Power of Attorney by Mr. Mubarak in favor of a nominee
of the Second Party unaffected and extended to City Mix Management. The
Second* Party and Mr. Kharlanov jointly and severally commit and undertake
all their obligations in accordance with the Letter of Acceptance of
18/11/2000, related correspondences and documents.
5.2 With effect from the date of Mr. Mubarak's involvement as registered 51%
shareholder and the Second Party as registered 49% shareholder in City Mix,
the Second Party shall fully and effectively indemnify Mr. Mubarak against
any and all financial costs, claims, actions, liabilities, damages and
demands, whatsoever, within and outside the UAE in connection with the
operation of City Mix by the Second Party in present or future, provided
always that such indemnity shall be subject to the following conditions :
i) Any such costs, claims, actions, damages, demands or liability made against
Mr. Mubarak in connection with the operation of City Mix within and/or
outside the UAE shall be notified to the Second Party by Mr. Mubarak, in
writing forthwith.
ii) The Second Party shall be given the opportunity to defend any legal
proceedings brought against Mr. Mubarak in respect of City Mix.
ii)No money shall be paid or agreed to be paid by Mr.
Mubarak to a third party without the prior written approval of Second
Party, unless Mr. Mubarak is required to make such payments pursuant to a
final judgement of a court of law.
iv) Mr. Mubarak continues to fulfill his obligation pursuant to this Agreement
in particular maintains the Power of Attorney in favour of a nominee of the
Second Party in the form and substance attached under Schedule V for the
duration of this Agreement, subject to Article 1.3 hereabove.
5.3 The indemnity stated under Article 5.2 above shall terminate upon
termination of this Agreement, unless any liability or claim or action,
whatsoever arises in any way related to the operation of City Mix before
termination and pending at the time of termination of this Agreement.
6. Remuneration
- - ------------
6.1 In consideration of the services provided by Mr. Mubarak, the Second Party
herein hereby undertakes and agrees to pay to Mr. Mubarak the following
remuneration.
a) A lump sum annual payment of UAE Dirhams one Hundred and Fifty
Thousand (150,000/=) plus an annual rental payment of UAE Dirhams
Fifty Thousand (50,000/=) in respect of the Lease to City Mix of the
land in Mussafah under plot 31 and part of plot number 35M which is
attached under Schedule VI. The first annual payment shall be made on
the date of registration of Mr. Mubarak and the Second Party's 51% and
49% shareholding in City Mix with the Federal and Abu Dhabi
Authorities and the subsequent annual payments shall be due on the 7th
(seventh) day of January of each year thereafter.
b) In addition to the amounts mentioned above, 12% of the annual net
profits of City Mix to be calculated and paid annually in accordance
with the Memorandum of Association, attached hereto under Schedule II
and the Share Transfer and Amendment to the Memorandum of Association
attached under Schedule III.
c) The First Party shall not receive any other payments
from the Second Party other than the payments stated above notwithstanding
anything to the contrary mentioned in the Memorandum of Association
attached hereto under Schedule II and the Share Transfer and Amendment to
the Memorandum of Association attached under Schedule III.
6.2 The Second Party shall receive 88% of the annual net profits of City Mix to
be calculated and paid annually in accordance with the Memorandum of
Association attached under Schedule II and the Share Transfer and Amendment
to the Memorandum of Association attached under Schedule III.
7.Management of City Mix
----------------------
7.1 It is agreed by the Parties that for the duration of City Mix as stated in
the Share Transfer and Amendment to the Memorandum of Association and upon
registration of Mr. Mubarak and the Second Party's 51% and 49% shareholding
in City Mix with the Federal and Abu Dhabi Authorities, the Second Party
hereto shall have exclusive control, authority and responsibility for the
operation, management and administration of City Mix in accordance with the
terms and conditions of the Memorandum of Association attached under
Schedule II and the Share Transfer and Amendment to the Memorandum of
Association attached under Schedule III, and this Agreement.
7.2 It is clarified herein that Mr. Mubarak shall have no, role, either
financial or otherwise, in the day to day management and operation of City
Mix and shall not act as a representative of City Mix or exercise authority
on behalf of City Mix or the Second Party beyond that which is envisaged in
this Agreement. Any liability or obligation incurred by Mr. Mubarak and
proved to be for his act beyond his authority specifically mentioned under
this Agreement shall be borne by Mr. Mubarak himself with all its
consequences thereof.
7.3 Likewise, Mr. Mubarak shall not have nor be held responsible for any act or
omission, whatsoever, in respect of the management and operation of City
Mix which shall be the sole responsibility of the Second Party.
8. Relationship between the Parties
- - --------------------------------
8.1 The relationship between the Parties shall be restricted to the arrangement
as expressly set forth in this Agreement and in no event there shall be an
actual relationship of partners or shareholders
between the Parties hereto nor shall any one of them have the power or
authority to bind the other or incur debts or other obligations on the
other party's behalf.
8.2 The First Party shall not at any time for the duration of this Agreement
represent themselves as having authority to accept orders on behalf of City
Mix or without the prior written authority of the Second Party, incur any
liability in the name of or on behalf of City Mix or in any way pledge the
credit of City Mix or accept or submit any bid or make any contract in the
name of or on behalf of City Mix or make any promise, representations,
assurances or guarantees in the name of or on behalf of City Mix.
9. Validity and Termination
- ---------------------------
9.1 This Agreement shall come into force and effect on the date the Parties
sign (i) this Agreement, (ii) the Share Transfer and the Amendment to the
Memorandum of Association attached under Schedule III, (iv) the Power of
Attorney attached under Schedule V, and (v) upon the valid Lease granting
the Mussaffah land to City Mix being attached under Schedule VI.
9.2 This Agreement shall remain in force for the duration of City Mix as stated
in the Share Transfer and Amendment to the Memorandum of Association
attached under Schedule II, which shall be Twenty (20) years from the date
of signing and notarizing of the same.
9.3 This Agreement may be sooner terminated by the Parties as follows:
(i) By mutual agreement in writing of the Parties.
(ii) Forthwith on giving by one Party of written notice to the other
party if either Party commits any breach of any of the provisions
including its obligations and covenants herein and in the case of
a breach capable of rememdy, fails to remedy the same within
thirty (30) days after receipt of a written notice.
(iii) Forthwith on giving by one Party of written notice to the other
Party if either Party has a receiver appointed over any of
its/his property or assets; makes any voluntary arrangement with
its/his creditors or becomes subject to any statutory or judicial
administration order; goes into or files for liquidation or
bankruptcy; makes an assignment of any right under this Agreement
for the benefit of creditors;
(iv) Forthwith by written notice if the First Party transfers, assign,
pledge or hypothecate any of their shares in City Mix without the
prior written consent of the Second Party or permit such shares
to become subject to any lien.
(v) Forthwith by written notice if City Mix is wound up, dissolved
and liquidated.
(vi) Forthwith, by written notice if the license and registration
certificates of City Mix are not renewed within 45 (fourty- five)
days of their expiry date due to any reasons attributable to the
First Party;
(vii) Forthwith, by written notice if the Lease under Schedule VI is
terminated due to any reasons attributable to the First Party.
9.4 Subject to the payment of the remuneration due to the Second Party and Mr.
Mubarak pursuant to Article 6 pro rated up to the date of termination and
indemnification provisions in this Agreement with respect to the Parties,
and any claims, obligations or liabilities in this regard shall be subject
to the laws pertaining thereto of the U.A.E.
10. Confidentiality
---------------
All know-how or other information on the business of the City Mix made available
to the Parties shall be retained in the strictest confidence and shall not be
disclosed or divulged to anyone or made use or employed directly or indirectly
in any respect or to any extent other than for the purpose of exercising the
respective rights and obligations of the Parties under this Agreement.
All know-how or other information on the business of the City Mix made
available' to the First Party shall only be used or otherwise communicated by
the employees of the First Party who are required to carry out the obligations
of the First Party under this Agreement. The First Party shall be responsible
for these employees and shall take the necessary steps as to secure that these
obligation are fulfilled and that the information on the business of the City
Mix is not further distributed.
11. Notice
------
Any notice to be given to either party hereunder shall be served to the last
known address of the Parties and the service of a notice shall be deemed valid
if served by registered mail, facsimile with confirmation of transmission or
personally delivered with receipt of acknowledgement.
12.General
-------
12.1 No modification, amendment or alteration of this Agreement shall be binding
on the Parties hereto unless and until such modification, amendment or
alteration has been reduced to writing and signed by both the Parties
hereto.
12.2 This Agreement, the Memorandum of Association, the Power of Attorney, the
Share Transfer and Amendment to the original Memorandum of Association, the
Lease together with all Exhibits hereto constitute the entire Agreement
between the Parties in relation to the issues set out herein.
12.3 The headings of this Agreement shall be for the convenience only and shall
not affect the construction or interpretation of this Agreement.
12.4 Neither Party to this Agreement may assign, transfer or sell any benefits,
interests, obligations which it acquires by virtue of this Agreement
without the prior written consent of the other Party.
12.5 If any one or more provisions of this Agreement become(s) illegal, invalid
or unenforceable, then the same shall not affect the remaining provisions
of this Agreement.
12.6 All respective rights and obligations of the parties hereto shall be
binding upon their respective successors in title.
12.7 All references of dates, month and year shall be construed with reference
to the Gregorian calendar.
12.8 If the association of the Parties as structured in this Agreement, the
Memorandum, the Power of Attorney, the Share Transfer and Amendment to the
Memorandum, the Lease together with all Exhibits is required to be altered
or changed as a result of any addition to or amendment to the laws of the
United Arab Emirates or the Emirate of Abu Dhabi, the Parties shall
exercise their best endeavors to restructure their association in order to
comply with such addition or amendment at all times preserving where
possible the terms agreed to herein provided always that such additions,
changes or laws come into force after the date of signing this Agreement by
the Parties. Provided also that such compliance shall not alter the basic
objective, spirit, merit and intentions of the Parties and the purpose of
this Agreement nor shall materially prejudice the interests of either Party
hereto.
12.9 In the event the Share Transfer and the registration of this Agreement with
Mr. Mubarak and the Second Party as 51% and 49% Shareholders of City Mix is
refused by any Federal and Abu Dhabi Authorities due to
any reason whatsoever, then the Parties shall agree to amend this Agreement
pursuant to 12.8 above to enable the Second Party to exercise 100%
ownership rights and full and exclusive management and operation of City
Mix.
13.Governing Law and Dispute Resolution.
------------------------------------
13.1 This agreement shall be governed by and construed in accordance with the
Laws of the United Arab Emirates.
13.2 Any dispute between the parties as to the interpretation or performance of
the respective obligations of the parties in terms of this Agreement, which
cannot be settled amicably between the Parties shall be finally settled by
arbitration in accordance with the Rules of Arbitration of the Abu Dhabi
Commercial Conciliation and Arbitration Center's Procedural Regulations by
a single arbitrator to be appointed jointly by the Parties within thirty
(30) days of the matter being referred for arbitration. In the event that
the parties cannot agree, on an arbitrator within the said thirty (30) days
period the arbitrator shall be appointed upon request by either Party by
the President of the Abu Dhabi Chamber of Commerce and Industry. The venue
for the arbitration shall be the Emirate of Abu Dhabi' and the language of
the arbitration shall be English.
13.3 The award made by the arbitrator shall be final and binding on the Parties.
IN WITNESS WHEREOF THIS AGREEMENT has been concluded by the Parties hereto on
the day, month and year first hereabove mentioned.
Signed by : Signed by:
/s/ /s/
For and on behalf of the: For and on behalf of the
- ------------------------- ------------------------
First Party Second Party
- ----------- ------------
SCHEDULE Ill
Share Transfer and Amendment of the Memorandum of Association
Amendment No (1) to the Memorandum
----------------------------------
This Agreement is made this day of by and between
1. Dhafir S. Jaber Al Ahbabi, a UAE national holder of Passport number
A0061777 having a permanent address at P.O.Box 47427 Abu Dhabi, UAE
(hereafter referred to as "Dhafir"); and
2. Mubarak S. Jaber Al Ahbabi, a UAE national holder of Passport number
0506969 having a permanent address at P.O.Box 47427 Abu Dhabi, UAE
(hereafter referred to as "Mubarak"); and
City Mix Management Company, a company incorporated under the laws of
Grenada having its registered office at 498 Lucas Street, St. George's,
Grenada (hereafter referred to as "City Mix Management")
Dhafir and Mubarak are collectively referred to as the Shareholders and the
Shareholders and City Mix Management are collectively referred to as the
"Parties".
WHEREAS, the Parties entered into an Agreement dated
WHEREAS, pursuant to the Memorandum of City Mix LLC ("City Mix") dated 11
January 2000, attached to the Agreement under Schedule II ("Memorandum"), Dhafir
is a 95% shareholder of City Mix and Mubarak is a 5% shareholder of City Mix;
and
WHEREAS, pursuant to the Agreement, Dhafir shall transfer free and clear of
liens, charges, encumbrances and other interests whatsoever, 49% of his shares
in City Mix to City Mix Management and 46% of his shares in City Mix to Mubarak.
Both City Mix Management and Mubarak shall acquire the said shares free and
clear of liens, charges, encumbrances and other interests whatsoever; and
WHEREAS, pursuant to the Memorandum, Dhafir is the manager of City Mix; and
WHEREAS, both Dhafir and Mubarak have on behalf of City Mix agreed to appoint
City Mix Management as the manager of City Mix for its duration.
NOW THEREFORE, the Parties agree as follows:
1 Transfer of Shares
Dhafir hereby transfers pursuant to this Agreement 46% of his shareholding
in City Mix amounting to 46 shares to Mubarak free and clear of liens,
charges, encumbrances and other interests whatsoever and hereby transfers
pursuant to this Agreement 49% of his shareholding in City Mix amounting to
49 shares to City Mix Management free and clear of liens, charges,
encumbrances and
other interests whatsoever and Mubarak and City Mix Management hereby accept
such transfers and agree to abide by the terms of the Memorandum as amended
pursuant to this Agreement.
2. Amendment of the Memorandum of Association of City Mix LLC The Memorandum
of City Mix shall be amended as follows:
A. The names and addresses of the shareholders of City Mix stated in
the Memorandum shall be replaced by the following:
1. Mubarak S. Jaber Al Ahbabi, a UAE national holder of Passport
number 0506969 having a permanent address at P.O.Box 47427 Abu
Dhabi, UAE; and
2. City Mix Management Company, a company incorporated under the laws of
Grenada having its registered office at 498 Lucas Street, St. George's,
Grenada
B. Article (5) of the Memorandum shall be amended to change the duration of the
Company to Twenty (20) years from [insert date of signing and notarizing of this
Agreement]. The rest of the text of this Article shall remain as is.
C. Article (6) (2) of the Memorandum shall be amended to read as follows:
Parties Name No of Shares Values %
(Dhs)
Mubarak Al Ahbabi 51 76,500 51
City Mix Management 49 73,500 49
TOTAL 100 150.000 100
The rest of the text of this Article shall remain as is.
Article (10) of the Memorandum shall be amended to read as follows:
"The management of the company shall vest for the duration of the Company with
City Mix Management. City Mix Management shall have all powers and authorities
to manage the Company in accordance with the provisions stated in Federal Law
No. 8 of 1984 as amended. City Mix Management shall from time to time in its
sole and absolute discretion appoint a representative to act as General Manager
of the Company for its day to day operations and management and delegate its
powers to the General Manager as it deems fit and necessary. The first General
Manager of the Company shall be Mr. Andrei Kharlanov."
E. Article (11) (4) (VII) of the Memorandum shall be amended to read as
follows:
"All resolution of the General Assembly shall not be valid unless agreed by a
number of partners representing at least 52% of the capital of the Company.
F. Article (14) (5) of the Memorandum shall be amended to read as follows:
The net profits and losses will be distributed in the following manner.
Mubarak Al Ahbabi 20%
City Mix Management 80%
3. Except for the amendments as stated in Section 2 above, all the other
provisions of the Memorandum shall remain unaffected.
IN WITNESS WHEREOF, this Agreement has been executed by the Parties hereto on
the day first above written:
Signed by:
/s/ Dhafir AI'Ahbabi
- --------------------
Dhafir AI'Ahbabi
/s/ Mubarak Ai Ahbabi
- -----------------
Mubarak Ai Ahbabi
For and on behalf of City Mix Management
SCHEDULE IV
Witness
General Power of Attorney
BY THIS POWER OF ATTORNEY, I, MUBARAK S.JABER AL AHBABI, United Arab Emirates
national,- holder of passport No. 0506969, and in my capacity only as a
shareholder in City Mix L.L.C., Abu Dhabi, U.A.E., do hereby constitute,
authorize and appoint Mr. Andrei Kharlanov, Russian National, - holder of
Passport No. 1095553, as my true and lawful attorney and representative to do
the following acts and deeds for and on my behalf:
To act in respect of the above mentioned company, City Mix L.L.C., hereinafter
referred to as the "Company" in all technical, financial and administrative, to
appoint the required staff and personnel, to sign in the company's name and on
its behalf before all Governmental Ministries, Departments and any official
authorities, including Ministry of Labour and Social Affairs, Immigration and
Naturalization Department as well as non official organizations, to conclude and
sign Contracts and Agreements, to obtain the legal license and renewal thereof,
to execute and withdraw tenders and contracts, to receive all documents and
notices, to collect, sell, purchase, lease and hire in connection with the
operation of the company. The said Attorney shall also have the right to
represent and appear before all courts of any degrees and kinds to appeal or
;execute any judgments in addition to the right of reconciliation,
acknowledgement, discharge and denial and to appoint and discharge
representatives, agents and advocates, arbitrators and experts and to the
termination of such appointments and execute employment contracts, to apply for
entry permits and residence/visit visas, to fix salaries, entitlements and to
terminate services to appoint substitutes of employees in all or part of his
powers. The above mentioned Attorney is also authorized to open bank accounts in
any bank to make deposits and withdrawals, to sign cheques and all instruments,
other securities, and to deal with the banks to obtain any loan or credit
facilities, including mortgaging and creating lien on the company's assets and
the same shall be upon the moral and financial responsibility of the said
attorney alone without casting any personal responsibility, whatsoever upon me
and/or my assets, in all the above powers/authorities, especially regarding the
dealings with banks or any other financial institutions or third parties with
respect to any liabilities whatsoever.
In witness, whereof this Power of Attorney is signed on this the day of
in under the official seal of the company.
/s/MUBARAK S. JABER AL AHBABI
- ----------------------------
MUBARAK S. JABER AL AHBABI
SCHEDULE V
Power of Attorney
I, MUBARAK S.JABER AL AHBABI, United Arab Emirates national, holder of passport
No. 0506969, and having a permanent address at P.O.Box 47427 Abu Dhabi, United
Arab Emirates HEREBY appoint City Mix Management Company, a company incorporated
under the laws of Grenada having its registered office at 498 Lucas Street, St.
George's, Grenada (the "Attorney") represented by attorneys-in-fact as nominated
from time to time (the Attorney shall have the right to delegate its powers
under this Power of Attorney to any person from time to time) to act on my
behalf in connection with my 51% shareholding in City Mix LLC, represented by 51
shares and to vote in any manner they deem appropriate for and on my behalf at
all meetings of the General Assembly of City Mix LLC with full and unfettered
authority and to exercise all the rights whatsoever attached to the said 51 %
shares.
The Attorney shall during the validity of this Power of Attorney act in relation
to my 51 shares as if it were the absolute owner of such shares.
This Power of Attorney shall be. valid for the duration of City Mix LLC unless
it is revoked by mutual written agreement of both myself and City Mix Management
Company.
In witness whereof this Power of Attorney is signed on this the day of
/s/
MUBARAK S. JABER AL AHBABI
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MUBARAK S. JABER AL AHBABI