Vendor Agreement_RJSC_ Entry Form

9/7/2020 RJSC: Entry Form app.roc.gov.bd:7781/psp/rf_vendor_agreement_prn?p_track_no=2020133708827&p_user_id=132427 1/2 Vendor Agreement A. General Information 1. Name of the Entity : DENZAI Bangladesh Ltd. 2. Entity Type : Private Company 3. Registration No : C-144543 4. RJSC Office : Dhaka B. Vendor Agreement Information 1. Vendor Agreement MACHINERY & EQUIPMENT SALE AND PURCHASE AGREEMENT This Agreement is made and entered into at Dhaka, by and between: A. DENZAI Engineering Corporation (Represented By: Kohki Uemura); Address: 9-1, Asano-cho, Kawasaki-ku Kawasaki, Kanagawa, Japan 2100854, E-mail: k-uemura@denzai-eng.com, hereinafter referred to as the “Sellers”; AND B. DENZAI Bangladesh Ltd., a Private Limited company having its Registered Office at Anz Huq Eleven Square, House # 1(3rd Floor), Block # H, Road # 11, Banani, Dhaka-1213, Incorporation No.; C- 144543/2018; E-TIN No.: 659877998943; represented by its Managing Director Mr. Yukihiro Uemura, hereinafter referred to as the “Buyer”. The parties hereto agree as follows: Clause 1. Objective of Agreement The Sellers agrees to sell and the Buyer agrees to buy capital Machinery & Equipment (details mentioned in Annexure “A”) including all component part and rights, hereinafter referred to as the “Machinery & Equipment”. Clause 2. Price and Payment The parties agree that the price of the Machinery & Equipment amounts in total to BDT. 60,557,000.00 (Six Crore Five Lac Fifty Seven Thousand Taka). The Buyer agrees to make the payment by issuing Ordinary Shares of the company. The Machinery & Equipment pursuant to this Agreement is measured by the Sellers at the Sellers’s expense. Clause 3. Position of Machinery & Equipment The Sellers will allow the position of Machinery & Equipment to the Buyer so that the Buyer will occupy and make use of it no later than 30 days from the date of this agreement. Clause 4. Seller’s Covenant The Sellers covenants that 4.1 he/she is the owner of the Machinery & Equipment lawfully; 4.2 the Machinery & Equipment is not subject to or encumbered with any mortgage, servitude, superficies, usufruct, habitation, possessory right, and/or eviction whatsoever; Clause 5. Buyer’s Covenant The Buyer covenants that they will be solely responsible for any tax, the fuel expense, the electricity expense, and/or other expense incurred from the usage of such Machinery & Equipment to those related authority from the date of acceptance of the Machinery & Equipment s in Clause 3. Clause 6. Default and Breach of Agreement In the event the Sellers defaults or breaches any provision of this Agreement, the Buyer has the right to terminate this Agreement and claim back the payments which the Sellers has received from the Buyer. In the event the Buyer defaults or breaches this Agreement, the Sellers has the right to confiscate all the payments under Clause 2, terminate this Agreement, and claim damages. 2. Date 9/7/2020 RJSC: Entry Form app.roc.gov.bd:7781/psp/rf_vendor_agreement_prn?p_track_no=2020133708827&p_user_id=132427 2/2 C. Presented for Filing by 1. Name Yukihiro Uemura 2. Position Director 3. Organization 4. Address Anz Huq Eleven Square, House 1(3rd Floor), Block H, Road 11, Banani Dhaka