Memorandum and Articles of Association

of
Shikha Maryam Al Falasi

&

Mr. RUSSEL LEONARD LOUW

 MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

Maryam Al Falais & Mr. RUSSEL LEONARD LOUW

1. Maryam Al Falasi.

2. Mr. RUSSEL LEONARD LOUW

INTRODUCTION
 (A) The parties named above, each having full legal capacity to contract, have
agreed to establish a limited liability company in the Emirate of Dubai under the
Companies Law (as defined below).

(B) The parties wish such company to be established in accordance with the
following terms and conditions

The parties agree and contract as follows

1. Definitions

Unless the content otherwise requires the following expressions shall have the
following meanings:

AED means UAE Dirhams, the lawful currency of the UAE.

Associate means, with respect to any Person, any other Person directly or indirectly
Controlling, Controlled by or under common Control with, such Person.

Board of Directors means those representatives of the Shareholders appointed in

accordance with this Memorandum.

Commercial Register means the commercial register maintained at the relevant

Governmental Authority.

Companies Law means the UAE Federal Law No. 2 of 2015 concerning commercial
companies, as amended from time to time and/or such other law or laws or
ministerial resolutions or governmental decrees enacted or issued from time to time
in the UAE amending the same or in substitution for it.

Company means the company to be incorporated by the Shareholders pursuant to

this Memorandum.

Control means ownership of the majority of the shares of a company, the power to
direct the management or policies of the company, whether through the ownership of
voting securities, by contract, or otherwise or the ability to control the majority of the
voting rights at meetings of the shareholders or the ability to control the appointment
of the majority of its board of directors whether directly or indirectly and Controlling
and Controlled shall have a corresponding meaning.

Directors means the members of the Board of Directors from time to time and
Director means any one of them.

General Manager means one or more individuals having day-to-day responsibility for
the management and operation of the Company to be appointed in the manner set
out in this Memorandum.
General Meeting means a meeting of the Shareholders held in the manner set out in
this Memorandum.
 Governmental Authority means any UAE or Emirate of Abu Dhabi government
authority, or any ministry, department, court, commission, board, branch, agency,
institution or similar authority through which laws, regulations, policies, directives
and/or similar directions of the UAE or Emirate of Abu Dhabi government or any other
emirate are made.

Memorandum means this Memorandum and Articles of Association, as amended

from time to time.

Ministry means the UAE Federal Ministry of Economy.

Person means any individual, corporation, joint-stock company, limited liability

company, partnership, joint-venture, association, trust, incorporated organization,
unincorporated organization, governmental entity, or other entity and Persons means
two or more of them.

Shareholders means the First Party and the Second Party (and their successors in
title) and any other Person or entity holding Shares from time to time and
Shareholder means any one of them.

Share means a share in the share capital of the Company and Shares means more
than one Share.

Subsidiary means, with respect to any Person, any other Person that is Owned or
Controlled by the first Person and Subsidiaries means more than one Subsidiary,
provided that the Company shall not be considered to be a Subsidiary of a party for
the purposes of this Memorandum (unless stated otherwise).

UAE means the United Arab Emirates.

2. Form of Company

2.1 The Company shall be established as a limited liability company in the UAE
pursuant to this Memorandum and the requirements of the Companies Law.

2.2 The Company shall have a separate legal identity wholly independent of the
identities of the Shareholders. The liability of each Shareholder to the other
Shareholders and to third parties with respect to the business and operations
of the Company shall be limited to the amount, if any, which is unpaid on its
Shares.

3. Name and head office of company

3.1. The name of the Company shall be Kiwi Marine LLC.

 3.2. The head office and legal residence of the Company shall be in the Emirate
of Dubai. The Company shall have authority to open and operate branches
or offices both within the UAE and overseas.

4. Objects of Company

4.1 The objects of the Company are to development the

UAE………………………………………………………………………………
……………………………………………………………………………………
……………………………………………………………………………………
……………………………………………………………………………………
…………………….

4.2 The Company may conduct any other business not included in Article 4.1
above, as may be determined by the Board of Directors or the
Shareholders.

4.3 The Company may not carry on the business of insurance, banking, or
investment of assets for the account of third parties.

4.4 The Company has all of the powers required to achieve its objects as set
out in this Memorandum including without limitation the power to:

4.4.1 build, rent, lease, operate, acquire and dispose of any

movable or immovable property and facilities which may
be used for the business of the Company;

4.4.2 undertake or promote all commercial, financial, industrial

and other activities related to the Company’s activities;

4.4.3 fulfil its purposes and exercise its powers, whether as

principal, agent, broker, sponsor, consultant, contractor,
subcontractor or in any other capacity and whether alone
or in co-operation with any third party;

4.4.4 establish branches or offices or form companies or other

entities and enter into joint ventures with any Person(s),
for the purpose of (i) undertaking business similar or
related to the Company’s business or (ii) acquiring a
business concern;

4.4.5 own or hold shares, stocks, bonds, debentures or other

equity or debt interests in any company or other entity;

4.4.6 act as a director or manager of any other company or

entity;

4.4.7 conclude commercial transactions involving the obtaining

of loans and guarantees, the establishment and operation
 of its own bank accounts and all matters ancillary thereto
and enter into and perform all agreements, contracts and
other undertakings between the Company and any other
Person and to vary or rescind the same;

4.4.8 borrow and raise money with or without security and for
such purposes to charge or mortgage or otherwise
encumber all or any of the assets of the Company;

4.4.9 draw, make, accept, endorse, discount, execute and issue

promissory notes, bills of lading and other negotiable and
transferable instruments;

4.4.10 invest and deal with monies of the Company not

immediately required in such manner as may from time to
time seem expedient;

4.4.11 enter into an arrangement with any government or

authority, supreme, municipal, local or otherwise, that may
seem conducive to the Company’s objects or any of them;
to obtain from any such government or authority any
rights, privileges and concessions which the Company
may think desirable to obtain; to carry out, exercise and
comply with any such arrangements, rights, privileges and
concessions for achieving the Company’s objectives; and

4.4.12 do anything that is related to the activities listed above in

Articles 4.1, 4.2 and 4.4.

These powers shall be construed in a wide and

unrestricted sense and may be extended or modified from
time to time as decided by the Shareholders in a General
Meeting.

4.4.13

5. Term of the Company

5.1. The initial term of the Company shall be 50 (fifty) calendar years commencing
from the date of registration of the Company in the Commercial Register as a
limited liability company pursuant to the Companies Law.

5.2. The term of the Company shall automatically be renewed by one or more
further periods of a financial year unless one of the Shareholders notifies the
other Shareholders and the Company in writing at least six (6) months prior to
the expiration of the current term, of its intention not to renew the Company's
term.

6. Share Capital of Company

 6.1. The Company’s initial share capital shall be AED150,000 (one hundred and
fifty thousand) divided into 100 (one hundred) shares of AED1,500 (one
thousand five hundred). All Shares shall be equal and indivisible cash
shares.

6.2. The share capital shall be divided among the Shareholders as follows:

Shareholder Nationality Number of Shareholding in Amount in AED

Shares %

Maryam Al
UAE 51 76,500
Falasi 51

Kiwi Marine South Africa 49 73,500

49

Total 100 100 150,000

6.3. The Shareholders shall pay the nominal value of the Shares in full and in
cash. To this effect, an initial bank account in the name of the Company (if
applicable, under formation) with a bank in the UAE will be opened. The
Shareholders shall deposit the nominal capital into this account. The Second
Party is authorized on behalf of the Shareholders to open, operate, close and
delegate authority for such bank account.

6.4. The capital of the Company may be increased with the agreement of a
number of the Shareholders representing three-quarters of the share capital.
If the Shareholders decide that new Shares should be issued, the Company
shall notify the Shareholders that they have the right to subscribe for such
new Shares in proportion to their existing Shares in the capital of the
Company. If any Shareholder fails to notify the Company of its interest in
subscribing for such new Shares within the period (being not less than thirty
(30) calendar days unless a shorter period is agreed in writing by all the
Shareholders) prescribed by the Company, its portion of the new Shares shall
be offered to the other Shareholders on a pro rata basis.

6.5. The share capital of the Company may be decreased with the agreement of a
number of Shareholders representing three-quarters of the share capital
provided that such resolution shall not be valid unless it is approved by the
competent Governmental Authority and, if required, by any other
governmental authority and provided further that in no case may the capital of
the Company be decreased below the legally prescribed minimum.

6.6. Each Shareholder shall be liable for the obligations of the Company to the
extent of its share in the share capital in the Company. It is the intention of
 the Shareholders in founding the Company, that the Company be responsible
for discharging its own obligations and liabilities and that the Shareholders of
the Company shall not assume liability for the debts and obligations of the
Company, except as may be required by applicable law. Nothing in this
Memorandum shall be construed so as to require a Shareholder to assume
joint and several liability for any of the obligations of the Company or to
require a Shareholder to assume liability for any liabilities of the Company
exceeding that Shareholder's share in the capital of the Company, other than
as expressly stated in this Memorandum.

6.7.
7. Transfer of Shares

7.1. A Shareholder shall not transfer or assign its Shares in the capital of the
Company to a third party (Offered Shares) without (a) obtaining the prior
written consent of the other Shareholders (not to be unreasonably withheld or
delayed) and (b) offering all but not less than all the Offered Shares to the
non-transferring Shareholders.

7.2. If more than one of the non-transferring Shareholders wish to purchase the
Offered Shares or, where prevented by applicable laws, to purchase such
Shares through a nominated Person who is not prevented from acquiring the
Offered Shares, the sale and purchase of their respective shareholdings shall
be divided between them in proportion to the Shares of each in the share
capital of the Company.

7.3. No transfer shall be valid as against the Company or third parties until it is
registered in the register of Shareholders and in the Commercial Register and
every transferee of Shares shall be bound by the provisions of this
Memorandum. The Company may not refuse to record the transfer in the
register of Shareholders unless it contravenes the provisions of the
Companies Law, this Memorandum or any agreement made between the
Shareholders in writing.

7.4. No transfer of Shares will be permitted which would result in the number of
Shares in the capital of the Company which are held by UAE nationals being
reduced below the legally prescribed minimum or which would increase the
number of Shareholders to more than the legally prescribed maximum.

7.5.
8. Pledge of Shares

8.1. Subject to the prior written approval of the other Shareholders, a

Shareholder may pledge its shares to another Shareholder or to a third
party. Such pledge shall be recorded in an official document and shall be
made in accordance with the terms of this Memorandum and in accordance
with the provisions of the Companies Law. Such pledge shall not be valid
against the Company or third parties until the date of its entry in the
Commercial Register.
 8.2. The Company may not refuse to record the pledge in the Commercial
Register unless it contravenes the provisions of the Companies Law, this
Memorandum or any agreement made between the Shareholders in writing.
8.3.
9. Register of Shareholders

9.1. The Company shall keep a register of Shareholders including the name and
surname of each Shareholder, their nationality, profession, domicile, address,
the number and value of the Shares owned by each of them and details of all
transactions effected with regard to the Shares, together with the dates
thereof.

9.2. If required, the Company shall, in January of each year, send to both the
Ministry and the competent Governmental Authority the particulars set out in
the register of Shareholders with any variations thereto and shall be
responsible for the accuracy of the particulars in the register. The
Shareholders shall have the right to inspect such register.

9.3.
10. Company Management

10.1. The Company shall have a Board of Directors and a General Manager.

10.2. The Board of Directors shall be responsible for the overall direction and
supervision of the Company and shall have the powers as set out in Article
11 below. The General Manager shall be responsible for the day-to-day
management of the Company as set out in Article 12.

10.3. All costs of managing and operating the Company shall be to the account of
the Company.

11. Board of Directors.

11.1. As set out in Article 10.2, the Board of Directors is tasked with the overall
direction and supervision of the Company and the Board of Directors may,
except as is expressly required to be done by the Company in a General
Meeting either pursuant to this Memorandum or the Companies Law,
exercise all such powers and do all such acts necessary to achieve the
fulfilment of its tasks. Without restricting the generality of the foregoing and
in addition to the other powers and authorities specified for the Board of
Directors elsewhere in this Memorandum the powers and authorities of the
Board of Directors shall include, without limitation, the following:

11.1.1. determining the general policy and procedures of the Company;

11.1.2. granting of powers of attorney and delegation of all or some of the
powers of the Board of Directors (and revoking of such powers of
attorney, as the case may be);
 11.1.3. overseeing the internal regulations and business and operating
plans of the Company;
11.1.4. representing the Company in respect of dealings with third
parties;
11.1.5. determining and representing the Company in the following
matters:
(a) approval of all profit distributions;
(b) the Company engaging in any business unrelated to the
business of the Company;
(c) the sale of any Company assets;
(d) the opening of any branch or office of the Company within the
UAE or elsewhere;
(e) lending money by the Company in any amount;
(f) acquiring or disposing of any land or premises, or granting
any option, charge or other encumbrance over any land or
premises of the Company;
(g) the Company forming, or entering into, any partnership or joint
venture;
(h) the Company forming any Subsidiary; and
(i) establishing the budget for the operations of the Company
with respect to financial years of the Company.

11.1.6. approval of any budgets and forecasts;

11.1.7. approval of any business plans and business strategies; and
11.1.8. approval of any capital expenditure plans.

11.2. The Board of Directors may delegate all or any of its powers to any third
party as it may determine from time to time. Any such power of attorney or
document may be signed on behalf of the Company by both the First Party
and the Second Party.

11.3. The Board of Directors shall consist of up to six (6) Directors, up to three (3)
of whom shall be appointed and replaced by the First Party and up to three
(3) of whom shall be appointed and replaced by the Second Party.

11.4. The First Party shall appoint one of its Directors as Chairman who, for the
avoidance of doubt, shall not have a casting vote. The Second Party shall
appoint one of its Directors as Vice Chairman who, for the avoidance of
doubt, shall not have a casting vote.

11.5. The first Board of Directors shall be nominated as soon as reasonably

practicable following execution of this Memorandum. A notice given by the
relevant Shareholder to the Company shall be effective to appoint, remove
or replace a Director. Upon the delivery of such notice, the other
Shareholder shall, if required, take or cause to be taken all actions
necessary to appoint, remove or replace such Director.
 11.6. Except as set out herein, the Board of Directors shall make its own rules as
to the frequency of meetings, notice of meetings and other factors regulating
the conduct of its business. A meeting of the Board of Directors shall in any
event be deemed validly convened if all Directors entitled to receive notice
of and to vote at meetings of the Board of Directors are present or
represented notwithstanding failure to comply with any notice formalities
which may then be in force.

11.7. The quorum for a meeting of the Board of Directors shall be one (1) Director
appointed by the First Party and one (1) Director appointed by the Second
Party. Each Director shall be entitled to one (1) vote. Each Director may by
an instrument in writing appoint a proxy for such Director to, in the absence
of such Director, attend and vote at meetings of the Board of Directors.

11.8. Resolutions of the Board of Directors shall require the majority vote of the
Directors present or represented.

11.9. The Board of Directors may take action in lieu of a meeting by adopting a
written resolution signed by all Directors. The resolution shall be valid
notwithstanding the fact that such resolution may have been signed or
acknowledged separately at different times or places or that such resolution
may be set forth in more than one (1) instrument. A signed counterpart of a
resolution may be sent by fax or attached as a scanned copy to an email,
and shall be promptly followed by the original.

11.10. For the avoidance of doubt, Directors shall be deemed to be present at a

duly convened meeting of the Board of Directors of the Company if they
participate by telephone, video conference or any similar communication
device that allows the Directors contemporaneously to hear each other
during the meeting.

11.11. The Board of Directors shall maintain a record of all decisions taken by
the Board of Directors in a minute book which shall be kept by the
Company. A copy of the minutes of each decision of the Board of Directors
shall be issued following such decision.

11.12. The Company shall execute such additional powers of attorney or other
documents as may be necessary to allow the Directors to fulfil their powers
and duties specified in, or otherwise required of them in accordance with
this Memorandum. Any such power of attorney or document may be signed
on behalf of the Company by both the First Party and the Second Party.

11.13. Each Shareholder shall, and the Shareholders shall procure that the
Company shall, take all additional actions, including attendance at the
Notary Public, and shall execute all other and further deeds, instruments
and documents as are necessary or appropriate to give full effect to this
Article 11.

12. General Manager

 12.1. As set out in Article 10.2, the Company shall by managed by the General
Manager. The General Manager shall be appointed by the Board of
Directors and may only be removed or replaced by the Board of Directors.
A notice given by the Board of Directors to the Shareholders and the
Company shall be effective to appoint, remove or replace the General
Manager. Upon the delivery of such notice, the Board of Directors and the
Shareholders shall take or cause to be taken all actions necessary to
appoint, remove or replace the General Manager.

12.2. Subject to any limitations and restrictions set out in the power of attorney
granted to the General Manager pursuant to Article 12.3, the General
Manager shall have all of the powers necessary for the day to day
management of the Company and may, except as is expressly required to
be done by the Board of Directors or the Company in a General Meeting
either pursuant to this Memorandum, any agreement made between the
Shareholders in writing or the Companies Law, exercise all such powers
and do all such acts on behalf of the Company necessary to achieve the
fulfilment of its objects.

12.3. The Company shall execute such powers of attorney or other documents as
may be necessary to allow the General Manager (or such other senior
management or staff) to fulfil their powers and duties as specified by the
First Party and the Second Party or the Board of Directors. Any such power
of attorney or document may be signed on behalf of the Company by by
both the First Party and the Second Party.

12.4. Each Shareholder shall, and the Shareholders shall procure that the
Company shall, take all additional actions, including attendance at the
Notary Public, and shall execute all other and further deeds, instruments
and documents as are necessary or appropriate to give full effect to this
Article 12.

13. General Meetings of Shareholders

13.1. The Company shall each year, during the four (4) months following the end
of its financial year, hold an annual General Meeting to consider the report
on the activities of the Company prepared by the Board of Directors and the
annual report prepared by the auditor of the Company, to approve the profit
and loss account and balance sheet of the Company for the previous
financial year, to decide on the distribution of profits, to appoint the auditor
of the Company for the following year and determine the amount of the
auditor’s fees, to appoint the Directors (if any) and to consider any other
business within its competence under the provisions of the Companies Law
or of this Memorandum.

13.2. All General Meetings other than annual General Meetings shall be
extraordinary General Meetings. The Board of Directors shall call upon an
 extraordinary General Meetings to convene whenever it deems necessary
or at the written request of Shareholders holding not less than ten per cent
(10%) of the Shares.

13.3. Written notice of every General Meeting shall be given to all Shareholders at
least fifteen (15) calendar days prior to the date of the General Meeting
(unless a shorter period is agreed in writing by all of the Shareholders). The
notice shall be sent to the address noted in the register of Shareholders and
shall state the place, date and time of meeting and the agenda. However, if
all of the Shareholders are represented at a meeting either in person or by
proxy, objections to notice and actions taken by the Shareholders because
such a meeting was not called in accordance with the requisite notice will be
deemed to be waived. Matters not referred to on the agenda sent with the
notice of the General Meeting may not be considered at the General
Meeting unless serious matters are disclosed during the meeting which
require discussion.

13.4. All Shareholders shall be entitled to attend General Meetings. Each

Shareholder shall be entitled to such number of votes as is equal to the
number of Shares held by such Shareholder. A Shareholder may, by written
proxy, appoint another Shareholder to represent it at a General Meeting. A
Shareholder may be represented in a General Meeting by an authorised
representative of the Shareholder or may designate in writing one of its
employees to act as representative.

13.5. Subject to Articles 13.6 and 13.7, the presence, in person or by proxy, of a
number of Shareholders representing at least seventy-five per cent (75%) of
the share capital shall be necessary for a quorum for any General Meeting.
Resolutions of the Shareholders may be adopted by majority vote
representing at least seventy-five per cent (75%) of the share capital unless
a higher majority is required by law or under this Memorandum.

13.6. In the event that no quorum is present at the time fixed for any duly
convened General Meeting it shall be adjourned and reconvened on a date
no later than fourteen (14) days after the date fixed for the original General
Meeting. Such reconvened General Meeting shall be properly constituted if
a number of Shareholders representing at least fifty one per cent (51%) of
the share capital are in attendance either in person or by proxy and a
resolution may be adopted by majority vote representing at least fifty one
per cent (51%) of the share capital unless a higher majority is required by
law or under this Memorandum.

13.7. In the event that no quorum is present at the adjourned General Meeting it
shall be adjourned and reconvened thirty (30) days after the date of the
adjourned General Meeting. Such reconvened General Meeting shall be
properly constituted regardless of the number of Shareholders in attendance
either in person or by proxy and a resolution may be adopted by the majority
of the Shareholders in attendance either in person or by proxy unless a
higher majority is required by law or under this Memorandum.
 13.8. Decisions taken at General Meetings shall be recorded in a minute book
which shall be kept by the Company and made available for inspection by
the Directors and Shareholders upon request. A copy of the minutes of
each General Meeting shall be issued following such meeting.

13.9. The Shareholders may pass written resolutions in accordance with, and
subject to, any restrictions contained in the Companies Law.

14. Accounts and financial management of the Company

14.1 The Shareholders shall cause the Company to maintain accurate and
complete accounting and other financial records in accordance with
international accounting standards and practices (or such other standards as
determined by the Board of Directors from time to time) and UAE law and in
accordance with practices approved by the auditor of the Company.

14.2 Within three (3) months from the end of each financial year of the Company
or such shorter time as the Shareholders shall agree, the General Manager
shall cause to be prepared a balance sheet and profit and loss account for
the previous financial year. Every such balance sheet and profit and loss
account shall be submitted to the Shareholders at the annual General
Meeting for approval, accompanied by the auditor’s certificate and, if
required, shall be delivered by the Company to the competent Governmental
Authority and the Ministry within ten (10) days after they have been approved
by the annual General Meeting.

14.3 The Board of Directors may recommend to the annual General Meeting the
manner in which the net profits of the Company are to be applied including,
without limitation, the payment of a dividend (subject always to the Company
having retained, in the opinion of the Board of Directors, sufficient financial
resources to meet its normal and foreseeable working capital requirement
and having made adequate provision for liabilities in accordance with
generally accepted accounting practices in the UAE). Any dividend that has
been duly recommended by the Board of Directors (in accordance with this
Memorandum and any agreement made between the Shareholders in
writing) and authorised by the Shareholders shall be paid in accordance with
Article 16.1.2 and an appropriate resolution of the Shareholders.

15. Financial year

Unless determined otherwise by the Board of Directors from time to time, the
financial year of the Company shall be from 1 April to 31 March in each year except
that the first financial year of the Company shall start on the date of its entry in the
Commercial Register and end on 31 March of the following year.

16. Profits and losses

 16.1. The annual net profits of the Company shall be treated as follows:
16.1.1. Ten per cent (20%) of such net profits shall be set aside each
year as a statutory reserve until the statutory reserve equals fifty
per cent (50%) of the capital of the Company. The Shareholders
may resolve to transfer the net profits to any other reserves.

16.1.2. Subject to any agreement made between the Shareholders in

writing, the remaining balance of such net profits shall be carried
forward to the following financial year of the Company unless all
the Shareholders approve at the annual General Meeting, to
distribute them, either in whole or in part, between the
Shareholders as follows:

(a) First party:

(b) Second party:

17. Auditor

17.1. At the annual General Meeting, the Shareholders shall appoint a firm of
auditors which is licensed to practice in the UAE to act as the auditor of the
Company.
17.2. The auditor shall be given free access to the books of account of the
Company.

18. Dissolution of the Company

18.1. The Company shall be dissolved upon the occurrence of the following:
18.1.1. the expiry of the term specified for the Company;
18.1.2. the exhaustion of the objects for which the Company was
established;
18.1.3. the merger of the Company with another company;
18.1.4. a resolution of the Shareholders to dissolve the Company; or
18.1.5. any other circumstances that have been agreed between the
Shareholders in writing.
18.2. If the losses of the Company amount to fifty per cent (50%) of the share
capital of the Company, the Board of Directors shall refer the matter of the
dissolution of the Company to a General Meeting. If the losses of the
Company amount to seventy-five per cent (75%) of the share capital of the
Company, one (1) or more Shareholders holding not less than twenty-five
per cent (25%) of the Shares in the capital of the Company may request the
dissolution of the Company.

18.3. The Company may also be wound up by the court upon the application of
any Shareholder if the court is satisfied that:

18.3.1. the Company’s business has been suspended; or

 18.3.2. the Company is unable to pay its debts or becomes insolvent or it
is just and equitable that the Company be wound up.

19. Liquidation (winding up)

19.1. At any General Meeting at which a resolution to dissolve the Company is

passed the Shareholders shall appoint a liquidator who shall act as agent of
the Company with such powers as may be necessary to enable him to wind
up the Company and who shall notify the competent Governmental Authority
of the same.
19.2. The powers of the Board of Directors shall automatically cease if a liquidator
is being appointed but the powers of the Shareholders at a General Meeting
shall continue until the Company has been wound up. The liquidator shall
be appointed for the purpose of winding up the affairs of the Company and
releasing and distributing its assets to the Shareholders. The liquidator
shall, as soon as possible, arrange for the audit of the books and records of
the Company by the auditor. The assets of the Company shall be used and
distributed in the following order:

19.2.1. to pay the expenses, costs and fees of the liquidator;

19.2.2. to pay or provide for the payment of all liabilities;
19.2.3. to repay to the Shareholders the total nominal paid up value of
their respective shares; and
19.2.4. to distribute the balance thereof to the Shareholders in proportion
to their respective shares in the profits of the Company at the time
of such dissolution.
20. Disputes

20.1. If the Shareholders fail to resolve any controversies or disputes in

connection with this Memorandum and the matters contemplated therein by
mutual agreement, either Shareholder may give to the other Shareholders a
notice that the controversy or dispute continues to exist, specifying its
nature, the point(s) in issue and its intention to refer the controversy or
dispute to arbitration. If the Shareholders fail to resolve such controversy or
dispute within a period of thirty (30) days from the date upon which such
notice of controversy or dispute has been given, such controversy or dispute
shall at any time be referred to and finally settled by arbitration under the
rules of the Dubai International Arbitration Centre by three (3) arbitrators
who shall be appointed in accordance with the rules of the Dubai
International Arbitration Centre. Each arbitrator shall be fluent in English.
The place of arbitration shall be Dubai and the venue to hold arbitration
proceedings shall be the premises of the Dubai International Arbitration
Centre unless agreed otherwise between the Shareholders and the
language of the arbitration shall be English.

20.2. Any arbitral award is final and binding upon the parties concerned and
judgment upon the award rendered by the arbitrators may be entered in any
court having jurisdiction over the party against whom judgment is sought.
 20.3. Notwithstanding any provision to the contrary in this Memorandum, this
Article 20 shall survive the termination for any reason of this Memorandum
or any other provision hereof and upon such termination shall take effect as
an independent arbitration agreement.

21. Notices

12.1. All notices and other communications under this Memorandum shall be in
writing in English and shall be deemed duly served if delivered personally
against receipt or recognised international courier service with written
confirmation of receipt to a Shareholder at the address set out below:

(a) First party Address

(b) Second party Address

12.2. or at such other address as may from time to time be notified in writing by
any of the Shareholders to the other Shareholder and the Company.

12.3. Any notice shall be deemed to have been made and received when
delivered, if delivered personally or by recognised international courier
service.

12.4. The Company undertakes with each of the Shareholders that it will forthwith
supply to each of such Shareholders a copy of any notice or communication
which may be given to or served on it under this Memorandum.

22. Governing law

This Memorandum shall be governed by and construed in accordance with the laws
of the Emirate of Abu Dhabi and the federal laws of the UAE as applied in the
Emirate of Abu Dhabi.

23. General

23.1. This Memorandum is prepared in English and Arabic in several copies, one
(1) copy for each of the Shareholders and the other copies for registration
and deposit with the competent Governmental Authorities.

23.2. All costs and registration fees arising in connection with the formation and
registration of the Company including legal fees and other expenses
incurred in the operation of the Company shall be borne by the Company.

23.3. In the event of any conflict, ambiguity or discrepancy between the provisions
of this Memorandum and any agreement made between the Shareholders in
writing, the Shareholders shall join in procuring that the Memorandum is
altered to accord with the provisions of any agreement made between the
 Shareholders in writing provided that such agreement is in accordance with
the provisions of the Companies Law.

23.4. In addition to providing all support (including, without limitation, preparation

and submission of applications and documents) necessary to establish and
register the Company and to secure and arrange for residence visas, work
permits, ID cards, driving licences, local licences, consents, permits,
approvals, clearances and other authorisations as may be required from
time to time by the Company to enable it to maintain its business, the First
Party shall provide the following services on an on-going basis:

23.4.1. provide advice on UAE business practices and customs;

23.4.2. provide advice and support to resolve any business issues that
may arise, including introductions to people or organisations who
may be able to help;

23.4.3. promote the Company and generally assist the Company in

raising awareness of its services, including arranging and
maintaining contacts with potential customers of the Company
and appraising the Company of such new projects, ventures and
other business opportunities which may assist the Company to
achieve its objectives; and

23.4.4. any other service that the Company reasonably requires to aid the
operation of the Company and as agreed from time to time

23.4.5. If the First Party provides any of the services set out in clause
23.4, it shall be reimbursed by the Company for all out of pocket
expenses for official fees and expenses subject to the prior
approval of the Company.

23.4.6. The Second Party shall make available, to the Company such
data, know-how and other information and give the benefit of their
experience in respect of the industry in which the Company
operates, subject to the Company and the Second Party entering
into an appropriate support services agreement or other
agreements.

23.4.7. This Memorandum constitutes the entire agreement between the

First Party and the Second Party and supersedes any and all
arrangements, understandings or previous arrangements
between the First Party and the Second Party relating to the
subject matter covered by this Memorandum. Matters not
provided for in this Memorandum shall be subject to any
agreement made between the Shareholders in writing and the
provisions of the Companies Law.

23.4.8. All times and dates shall be calculated and construed by

reference to the Gregorian calendar.
 23.4.9. When two (2) or more Persons jointly hold one (1) or more Shares
in the Company, they shall be treated by the Company as a single
Shareholder and notices from the Company shall be sent to the
first-named only of any joint Shareholders.

23.4.10. The Parties hereby confirm and acknowledge that any

and all proprietary interest of the words Kiwi Marine the name of
the Company belongs to and shall remain with the company and
in the event that the Second Party ceases to be a Shareholder in
the Company, the company have the right to keep the name of
the Company's corporate or trade name or otherwise howsoever.

23.4.11. The ownership of intellectual property rights (including but

not limited to trademarks, patents, copyrights, rights of licence
under patent, rights under a franchise agreement) by each
Shareholder shall remain the property and the company right.
unaffected by this Memorandum.

23.4.12. Any intellectual property rights (including, without,

limitation, patents, trademarks, service marks, registered designs,
copyright, rights in designs, inventions and confidential
information) acquired by the Company or which arise in the
course of the Company’s activities and which are not owned by or
licensed to a third party shall belong to the Company. Upon
request of the Shareholders, the Company shall procure that to
the extent such intellectual property rights are registrable, they be
so registered as directed by the Shareholders with the relevant
authority in the UAE or elsewhere.

IN WITNESS WHEREOF, this Memorandum is executed on the day, month and year of
the notarial confirmation of the execution hereof appearing below.

Signed for and on behalf:

(a) First party:

(b) Second party: