The Deed of Agreement

This Deed of Agreement is signed on this the —— day of ——– 2009 of the Christian era.

BETWEEN

X LIMITED, a private Company limited by shares incorporated in Bangladesh under the relevant Companies Act, 1994 having its office address at 8, Rajoni Bose Lane, Armanitola, Dhaka-1100, represented by its Managing Director, Mr. Y (hereinafter referred to as “XL”) (which expression shall unless excluded by or repugnant to the context be deemed to mean and include its successors-in-interest, legal representatives, administrators and assignees) of