別紙２ RESERVATION AGREEMENT
This Reservation Agreement (hereinafter referred to as the “Agreement”) is made on [Date]th day of September 2023.
BETWEEN:
BANGLADESH SEZ LTD., a company incorporated with limited liability under the laws of the Bangladesh having incorporation no. C-157516/2019 with its registered office at Sonpara, Panchrukhi Via Rupganj Araihazar, Narayanganj-1460 Bangladesh, hereinafter referred to as “BSEZ” or the “First Party”
-and-
ARTNATURE INC., a company duly organized and existing under and by virtue of the laws of Japan with its principal place of business at 3-40-7, Yoyogi, Shibuya-ku, Tokyo 151-0053 Japan, hereinafter referred to as the “Second Party”.
The First Party and the Second Party are hereinafter individually referred to as a “Party” and collectively referred to as the “Parties”.
RECITALS
The First Party is the registered, lawful and primary leaseholder of a parcel of land specifically situated at Bangladesh Special Economic Zone (hereinafter referred to as the “Area”), with an area of 20,000 sq.m more or less, described as Lot No. C16 in the attached drawing. For brevity, the parcel of land shall be referred herein as the “Subject Lot”.
The Second Party is willing to purchase, from the First Party, the land use right of the Subject Lot through its subsidiary of the Second Party which will have capital ties with the Second Party and is certified to do business under the of the applicable law of the People’s Republic of Bangladesh and is legally permitted to purchase the land use right of the Subject Lot in the Area (hereinafter referred to as the “Subsidiary”) by the relevant government authorities, for the purposes of conducting its business affairs and by virtue of the Agreement;
The Second Party agreed to the conditions of the Quotation (date: 5th August 2023, Ref No.BSEZ-2308-245) proposed by the First Party attached to the Agreement;
The First Party, subject to the Second Party's compliance and acceptance of the terms and conditions specified in the Agreement, is willing to agree and accept to sell the land use right of the Subject Lot through the purchase agreement of the land use right to be executed between the First Party and the Subsidiary (hereinafter referred to as the “Purchase Agreement”);
NOW, THEREFORE, for and in consideration of the mutual covenants herein contained, the Parties hereto agree as follows:
Reservation Period:
The Parties agree that the reservation herein made shall be good and valid from the execution date of the Agreement until 31st January 2024, and shall expire at the earlier of either at the end of the said period or upon execution of the Purchase Agreement without need of any notice or demand.
Expiration of the Reservation Period
Upon the expiration of the Reservation Period stated above, unless the Subsidiary executes the Purchase Agreement on the Subject Lot on or before the expiry date without any fault of the First Party, the Agreement shall be terminated and the Second Party shall pay a Cancellation Fee in the amount of UNITED STATES DOLLAR (US$) FIVE HNDRED AND SEVENTY THOUSAND ($570,000.0-) within 10 (ten) calendar days from the date of the expiration of the Reservation Period (“Cancellation Fee”), provided that the relevant authority rejects the establishment of the Subsidiary without any fault of the Second Party and despite the Second Party complying with all necessary requirements for the same, the Second Party shall not be required to pay the Cancellation Fee, and the Parties may discuss to extend the validity of this Agreement.
For the avoidance of any doubt, failure to agree on any conditions stated in the Quotation shall not be considered as the fault of the First Party and shall not be a ground requiring the First Party to waive the requirement of the Second Party to pay the Cancellation Fee.
The Agreement shall also be terminated subject to the payment of the Cancellation Fee, in case the Second Party notify in writing to the First Party that it is no longer pursuing its intention to purchase the land lease right of the Subject Lot before the expiration of the Reservation Period.
Assignability:
Unless otherwise agreed on by the Parties, it is expressly agreed that the rights and obligations of each Party under the Agreement shall not be assigned, transferred, delegated to any third party or otherwise disposed of.
Bank Charge:
The Second Party shall bear all bank charges related to payment of the Cancellation Fee for making the remittance, including but not limited to service charges at the local bank, correspondent bank and main bank in the Second Party’s home country.
Tax, Duty and other charges:
Any kinds of tax, duty and other charges not but limited to Stamp duty, Registration fees and other similar expenses, as may be applicable, in connection with the Agreement and the Purchase Agreement shall be borne by the Second Party. However, if the payment by the Second Party shall be not feasible due to any applicable law and/or regulation, it can be temporarily borne by the First Party and the Second Party or the Subsidiary shall pay the actual amount to the First Party within 10 (ten) calendar days pursuant to the written claim by the First Party.
Governing Law, Dispute Resolution
The Agreement shall be governed and construed in accordance with the laws of the People’s Republic of Bangladesh. Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (hereinafter referred to as "SIAC") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The tribunal shall consist of one or more arbitrator(s). The arbitration shall be conducted in the English language. The award rendered therein shall be final and binding upon both parties hereto.
Miscellaneous
Any attachments to the Agreement, including but not limited to the Quotation and drawing, shall constitute an integral part of the Agreement.
The Parties (including its contractors, agents and where applicable, its officers and employees) shall, at all times, keep strictly confidential any information in relation to the Agreement, except in the following:
(i) where the information is shared with the shareholders of each Party with prior approval of the other Party; or
(ii) where each Party is required to disclose the agreement or matters relating to the negotiations or the terms hereof by any applicable law or regulation or any legal process or order of any court of competent jurisdiction or any government branch, department, agency, instrumentality or other regulatory authority.
Entire Agreement
The Agreement constitutes the entire agreement between the Parties and wholly cancels, terminates and supersedes all previous negotiations, agreements and commitments, whether formal or informal, oral or written, with respect to the subject matter hereof.
Counterparts
This Agreement may be executed in 2 (two) counterparts, each of which shall be deemed an original but all of which, taken together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have signed these presents on the date first above written.
Bangladesh SEZ Ltd.
Name : Taro Kawachi
Title : Managing Director
ARTNATURE INC.
Name : Yoshikata Igarashi
Title : Chairman ＆ President