SHARE SALE AND PURCHASE AGREEMENT

SHARE SALE AND PURCHASE AGREEMENT This Share Sale and Purchase Agreement (the "Agreement") is made and entered into on this ___ day of __________, 2025, by and between: 1. NISSHIN TRANSPORTATION CO. LTD., a company incorporated under the laws of Japan, having its registered office at 2-1-39 Kawaramachi, Wakabayashi Ward, Sendai City, Miyagi Prefecture, Japan, represented by Mr. Shinichi Magami (hereinafter referred to as the "Purchaser"); AND 2. NISSHIN TRANS CONSOLIDATOR BD LTD., a company incorporated under the laws of Bangladesh, having its registered office at House-2/B (2nd Floor), Road-4, Block-D, Banani, Dhaka, Bangladesh, and registered with the Registrar of Joint Stock Companies (RJSC) under Reg. No. C-144936/2018, dated 19-05-2018, represented by Mr. Kabir Ahmed, Managing Director (hereinafter referred to as the "Seller"). WHEREAS: A. The Seller intends to increase its paid-up capital from BDT 5,00,000/- to BDT 1,00,00,000/- by issuing 95,000 ordinary shares of BDT 100/- each; B. The Seller has offered to sell, and the Purchaser has agreed to purchase, 30,000 ordinary shares of BDT 100/- each (the "Shares"); C. The parties wish to enter into this Agreement to set forth the terms and conditions governing the sale and purchase of the Shares. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties hereto agree as follows: 1. SALE AND PURCHASE OF SHARES 1.1 The Seller agrees to sell and transfer to the Purchaser, and the Purchaser agrees to purchase from the Seller, 30,000 ordinary shares of Nisshin Trans Consolidator BD Ltd. (the "Company"). 1.2 The consideration for the Shares shall be BDT 30,00,000/- (Thirty Million Taka) (the "Purchase Price"), payable as per the agreed terms and conditions stated herein. 2. PAYMENT TERMS 2.1 The Purchaser shall pay the Purchase Price in full to the Seller upon execution of this Agreement or as per the mutually agreed schedule. 2.2 The payment shall be made in BDT via bank transfer to the designated bank account of the Seller. 3. TRANSFER OF SHARES 3.1 Upon receipt of the full Purchase Price, the Seller shall: a) Execute and deliver the necessary share transfer documents to the Purchaser; b) Ensure that the transfer of Shares is duly recorded in the Company's register of members; c) Issue new share certificates in the name of the Purchaser. 4. REPRESENTATIONS AND WARRANTIES 4.1 The Seller represents and warrants that: a) It has full authority to sell the Shares; b) The Shares are free from any encumbrances, liens, or third-party claims; c) The Company has no undisclosed liabilities. 4.2 The Purchaser represents and warrants that: a) It has the legal capacity to enter into this Agreement; b) It has sufficient funds to purchase the Shares. 5. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of Bangladesh. 6. DISPUTE RESOLUTION Any disputes arising out of or in connection with this Agreement shall be resolved amicably through mutual discussions. If unresolved, such disputes shall be referred to arbitration in accordance with the Arbitration Act, 2001 of Bangladesh. 7. GENERAL PROVISIONS 7.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings. 7.2 Any amendments to this Agreement must be in writing and signed by both parties. 7.3 This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. For and on behalf of NISSHIN TRANSPORTATION CO. LTD.Authorized Representative: 🗸 Signature: ___________________Name: Shinichi MagamiDesignation: Director Passport No.: Email: Phone No.: For and on behalf of NISSHIN TRANS CONSOLIDATOR BD LTD.Authorized Representative: 🗸 Signature: ___________________Name: Kabir AhmedDesignation: Managing DirectorNID No.: Email: Phone No.: Witness: 01 Witness: 02 🗸 Signature: ___________________Name: Occupation: NID/ Passport: 🗸 Signature: ___________________Name: Occupation: NID/ Passport: