Question Two (2) [40 Marks] a) Day Grant Namibia (Pty) Ltd is a company in the process of incorporating their company. They have approached you to assist them in drafting the required document. Draft the founding document of the company which sets out the rights, duties and responsibilities of shareholders and directors of the company. Your document cannot exceed a pages length. You must mention at least 10 clauses in your answer. (25 Marks) b) What is a pre-incorporation contract? Discuss and explain how does a promoter bind a company with pre-incorporation contracts? In your answer, refer to the relevant section of the companies act as well as case law. (15 Marks) Question Three (3) [25 Marks] a) The doctrine of constructive notice was repealed and replaced with special conditions in the Notice of Incorporation of a company, with reference to the Ernest v Nicholls, discuss (10 Marks) b) Describe the differences between debentures and shares (10 Marks) c) With reference to the Ashbury Railway and Iron Co & Richie case, explain what you understand by the ultra vires doctrine? d) Outline the effect of the ultra vires doctrine? e) Outline the legal consequences of the ultra vires doctrine?