Deed of Agreement

This Deed of Agreement is made and entered into on the _____________ day of ___________, 2010 of the Christian era.

BETWEEN

Mr. X, son of Late Abu Ahmed Mortuza & Begum Akhtara, present address at Flat No. E/5, Plot # 345, Block # D, Boshundhara R/A, Dhaka & permanent address at Tetultala, Alamnagar, Rangpur, previous sole proprietor of “M/s. Y Construction”, having its place of address at Tetultala, Alamngar, Rangpur, hereinafter referred to as the ‘FIRST PARTY’ (which expression shall mean and include his legal heirs, successors-in-interest, legal representatives and assignee) OF THE FIRST PART.

AND

Y Construction Limited, a private company limited by shares incorporated in Bangladesh under the relevant of Companies Act, 1994, having its place of office address at House # 2, Road # 22, Gulshan-1, Dhaka, hereinafter referred to as the ‘SECOND PARTY’ (which expression shall mean and include its legal representatives, successors-in-interest and assignees) OF THE SECOND PART.

WHEREAS, Mr. X, son of Late Abu Ahmed Mortuza & Begum Akhtara, present address at Flat No. E/5, Plot # 345, Block # D, Boshundhara R/A, Dhaka & permanent address at Tetultala, Alamnagar, Rangpur, previous sole proprietor of “M/s. Y Construction approached the Second Party for sale of his goodwill and the Second Party agrees to it; and

WHEREAS, the First Party has decided to sale out his goodwill with an amount of 16% total share of Y Construction Limited and the Second Party agrees to buy it; and

Whereas, the share holding position of the aforesaid Company is as follows:

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Sl. No. Name of Shareholders/Directors Percentage of shares Number of shares held in the name of respective shareholders
1. Md. K

21%

2,100
2.

Md. N

21%

2,100
3. Mr. X 

37%

3,700
4. Mr. A

21%

2,100