day of …………, 2011, by and among Kamal Ahmed Mojumder and other Directors of Mohona Television Ltd. and On Mohammad Zakaria Khan, Son of Late Fazlur Rahman, of House No. 9 , Rad 47, Gulshan-2, Dhaka. RECITALS WHEREAS, Kamal Ahmed Mojumdar and other Directors of Mohona Television Ltd. owns 100% of the paid up share of Mohona Television Ltd., WHEREAS, the Boards of Directors of Mohona Television Ltd. have determined that it is advisable and in the best interests of their respective shareholders for Mohona Television Ltd. to so sell such 60% share of the Mohona Television Ltd. and, to that end, for sale and transfer of the business of Mohona Television Ltd. upon the terms and subject to the conditions of this Agreement; and NOW, THEREFORE, in consideration of the premises and of the mutual covenants, representations, warranties and agreements contained herein, the parties hereto agree as follows:

Mr. Kamal Ahmed Mojumder, Director of Mohona Television Ltd. ………………………1st Parties Mohammad. Zakaria Khan ……………………….2nd Party 1. Sale and Purchase If all Conditions are satisfied, at Completion: 1.1 the 1st parties(as legal and beneficial owner) sells; and 1.2 the 2nd Party buys, free from all Encumbrances , 60 % share of the Business and the Assets of Mohona Television, where residual 40% share will remain in the hand of 1st paries. 2. Conditions 2.1 The rights and obligations of the parties in this contract have no force or effect until all Conditions are satisfied.

1 The 2nd Party must pay: 3. 4.3 Unless otherwise agreed by the 1st party.2 Each party must: 2. and 3.1. 4. in the reasonable opinion of the 2nd Party. 4.2.1 The 2nd Party is only entitled 60% share to the income and profits of the Business accrued after Completion and the 1st parties 40%. Purchase Price 3.2 If any of the Assets are damaged. .3 The 2nd Party and its representatives are entitled to full management and control of the Business at and from Completion.2.4 Title to the Assets and the benefit of the Goodwill passes to the 2nd Party at Completion in the ratio of 60%.2 on Completion—the balance of the Purchase Price as directed by the 1st party. Assistance 6. 5.2 provide evidence to establish. 4. Title and Risk 4. 3.1. destroyed or otherwise affected before Completion to a degree which. the 2nd Party must pay the Purchase Price by bank cheque. 3.1 on the date specified in the Particulars—the Deposit to the 1st party. to the reasonable satisfaction of the other party.1. and 2. that its Conditions have been satisfied. materially and adversely affects the conduct or profitability of the Business.1 immediately notify the other party of the satisfaction of its Conditions. and to the 1st parties in the ratio of 40%.1 The 1st parties must do whatever is reasonably necessary to introduce the 2nd Party to customers and suppliers connected with the Business and give the 2nd Party reasonable assistance and advice about running the Business . 6.2. the 2nd Party may immediately terminate this contract by notice in writing to the 1st party. Continuation of Business On Completion the 1st parties and 2nd party must carry on the Business in the usual and ordinary course and do all things necessary or desirable to preserve and enhance the Goodwill and not do anything which may damage the Goodwill at any time.

the 1st parties and the 2nd Party must carry out a physical list off all equipments. 8. standard. in furnishing information. 8.2 1st parties and 2nd party will each cooperate with the other Party. machineries and furniture must be valued at the last invoiced cost price to the 1st parties as determined by the 1st parties and 2nd Party from the Records. 8. or the transactions contemplated hereby. invoiced cost to the 1st parties of all equipments. accountants and solicitors must keep strictly confidential all information supplied or obtained 8. machineries and furniture not of working order. which is not settled by Completion must be determined by the third party appointed by both parties. arrangements. consult with the 1st party's auditor or accountant and. Access to Records and Copies 7. and disputes with other persons or governmental inquiries or investigations involving 1st parties's conduct of the Mohona Television Ltd.2 all equipments. representatives. 7. machineries and furniture. proceedings.3 all equipments. or the value of items of all equipments. subject to the prior consent of the 1st parties(which may not be unreasonably withheld). accountants and solicitors are authorised and provided with full and free access to the Premises and the Records at all reasonable times before the Completion Date. or in the event that the sale and purchase of the Business and Assets is not completed under this contract. the 2nd Party may make copies of material examined. representatives. Adjustments .6. Machineries and Furniture 8.1. 9. 7. the 2nd Party. its agents.4 Any dispute between the 1st parties and the 2nd Party relating to the physical quantity. testimony. its agents. machineries and furniture which is not good working order must be valued by agreement between the 1st parties and the 2nd Party.1 The 1st parties must facilitate and ensure that the 2nd Party. classification.3 Until completion. quality. machineries and furniture.2 In exercise of the rights granted under clause 7. Equipments. consult with Employees. 7. and other assistance in connection with any actions.1 On the day immediately prior to Completion and (if necessary) on the Completion Date but prior to Completion.

the conduct of the Business prior to Completion. gas and water expenses). Assumption of Debt and Liabilities 10. fixed or contingent. represents and warrants to 2nd party the following: 11. 10. electricity.2 Without limiting the generality of this clause.Tenants. filings and undertakings with appropriate authorities. insurance. . 1st parties shall undertake all actions to ensure assignment and/or transfer of all Contracts and share in a speedy and effective manner to the 2nd party. and 9.4 Power and Authority.9. the 2nd Party has no liability of any kind for. and in good standing under the laws of Bangladesh and has all the requisite power and authority to own. Representations and Warranties. validly existing. liability or obligation of the 1st party. 11. 1st parties has full power and authority under its Memorandum and Articles of Association to execute. 11.1 periodical outgoings and expenses in respect of the Business (for example. execution of all necessary deeds and documents and filing of all necessary forms. 1st parties hereby covenants. 1st parties is a company duly organized. delivery and performance of this Agreement have been duly authorized by all requisite corporate actions on part of the 1st parties.3 Organization and Existence. Such actions shall include but not be limited to discussions and negotiations with concerned customers or right holders. and the 1st parties must indemnify the 2nd Party against all Claims and Liabilities that arise from or relate to. 11.5 Authorization. must be apportioned as at the Completion Date between the 1st parties and the 2nd Party and the Purchase Price adjusted accordingly. as now conducted. operate and lease its properties and to carry on the Mohona Television Ltd. Representations and Warranties 11. The execution.2 Transfer of shares and Contracts.2 any deposits received by the 1st parties business. and perform this Agreement. 10.1 the parties' General Covenants. such assignment to be effective from the Transfer Date. 11. rent. whether known or unknown. deliver.1 the 2nd Party does not assume any debt.

and other obligations being assigned by 1st parties to 2nd party is a valid. ordinary wear and tear excepted. No consent. any foreign. state. local or other governmental authority or regulatory body or any court or other tribunal to which 1st . 1st parties has sole and exclusive Ownership of all tangible Assets set out in Exhibit 1 and the tangible Assets are in reasonably good condition and repair.. authorization. 11. regulations. rule. Each of the contracts. 11. and legal obligation of 1st parties and all agreements.8 Finders. judicial or governmental decree. binding. to which the 1st parties is a party or to which 1st parties or the Assets are subject. which default is likely to have a material and adverse effect. or in any other similar capacity in connection with the transactions contemplated hereby.7 No Default.10 Contracts. Neither the execution and delivery of this Agreement nor 1st parties's full performance of its obligations hereunder will violate or breach. certificate or permit or act of or from.12 Consent.6 Binding Effect. commitment. financial advisor.11 Compliance with Laws. 11. 11. and neither 1st parties nor any other party thereto is in default under any contract. This Agreement is a valid. finder.11. subsisting and binding obligation of 1st parties and the other party or parties thereto. commitments. or other obligation to which the 1st parties is a party or any statute. valid and binding obligations of 1st parties each enforceable against the 1st parties in accordance with their respective terms and 1st parties has not made any commitment. agreement or understanding verbally or in writing to any other party for the sale of the said Mohona Television Ltd. or otherwise constitute or give rise to a Default under the terms or provisions of 1st parties's Memorandum and Articles of Association or of any material contract. federal.9 Ownership. ordinances. 11. 1st parties is in full compliance with all statutes. and other governmental requirements or judicial decree applicable to the conduct of the Mohona Television Ltd. 11. 1st parties has not engaged and is not directly or indirectly obligated to any person acting as a broker. order. license. approval. instruments and documents to be executed by 1st parties in connection with the transactions contemplated hereby will be legal. order or judgment. commitment. or other obligation. or declaration or filing with. regulation.

11. 12 Conditions 12.1 Conditions to 2nd party's Obligations. the 2nd party will acquire good and marketable title to the Assets free and clear of all Liens. certificate or permit or act of or from.14 Litigations. 11. instruments and documents being or to be executed and delivered hereunder or in connection herewith or for the consummation of the transactions contemplated hereby. creditor. 11. authorization. state.parties or the Mohona Television Ltd. The obligation of 2nd party to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions at or before the execution of this Agreement: . federal. local or other governmental authority or regulatory body or any court or other tribunal to which the 2nd party is subject. delivery or performance by 1st parties of this Agreement or any of the other agreements instruments and documents being or to be executed and delivered hereunder or in connection herewith or for the consummation of the transactions contemplated hereby. any foreign. litigations. proceedings. or are likely to have an effect on the Mohona Television Ltd. All representations and warranties of 1st parties in this Agreement are true. Upon delivery by 1st parties to the 2nd party of the Assets. claims. order. is required for the execution. and complete in all material respects as of the Transfer Date and as of the date hereof. 11. 1st parties has good and marketable title to the Assets. or declaration or filing with. approval. customer. No consent. delivery or performance by 2nd party of this Agreement or any of the other agreements. investigations instituted by or against the 1st parties by any employee.15 Representations and Warranties True and Complete. governmental or judicial agency or any other third party which pertain to the Mohona Television Ltd. inquiries. free and clear of all Liens. There are no pending or threatened actions.. license.16 Consent. accurate. is required for the execution.13 Title. suits.

12.4 If the 1st parties is a natural person or a company: 13. 13.2 the 1st parties has the power to enter into and perform this contract.3 no petition has been issued against the 1st parties to wind it up nor has action been taken or threatened to be taken to seize or take possession of any of its assets (including the Assets). accurate. Warranties 13.6 the 1st parties does not have any interest directly or indirectly in any company or business which is or is likely to be competitive with the Business. and 13.3.1 the 1st parties is duly incorporated and has full corporate power to own the Assets and to carry on the Business.2. and 13.2 The representations and warranties of 1st parties contained in this Agreement shall be true.3 All corporate and other proceedings or actions to be taken by 1st parties in connection with the transactions contemplated by this Agreement. and 13.5 there are no unsatisfied judgments against the 1st parties which have not been disclosed to the 2nd Party. administrator or trustee of the 1st parties has been appointed.2 If the 1st parties is a company: 13. 12. nor has any sequestration order been made or writ of execution issued against the 1st parties or any of its assets (including the Assets).3 1st parties shall have performed and complied with all agreements and conditions required by this Agreement to be performed or satisfied by 1st parties. no controller. 13.2. and. and instruments required to be delivered by 1st parties under the terms of this Agreement. and . and 1st parties shall have delivered to 2nd party all documents. and 13.2. and all documents incidental thereto. 12. certificates. 13. and complete in all material respects as of the date hereof and as of the Transfer Date (as if such representations and warranties had been made as of the Transfer Date).1 The 1st parties warrant and represent to the 2nd Party as at the date of this contract and as at the Completion Date the matters set out in this clause. shall be satisfactory in form and substance to 2nd party.

13.14The Assets: 13. 13.8 The Accounts exhibit a true and fair view of the financial position and affairs of the Business. extraordinary or non-recurring items. and 13. .9 The 1st parties holds all material statutory licences. 13. 13. contractual or fiduciary obligation) or constitute a default under or result in the imposition of any encumbrance under any agreement or undertaking.1 are all of the assets (other than the Excluded Assets) which have been used and which are appropriate. other than those disclosed to the 2nd Party.14.10 The conduct of the Business by the 1st parties does not contravene any laws in any material respect and no allegation of any contravention of any applicable laws is known to the 1st party.13 There are no outstanding notices or orders served or made by any person. by which the 1st parties is bound. 13.14.15 The Premises Leases create a valid and enforceable leasehold interest in accordance with their terms and have not been amended or modified.2 will all be the property of the 1st parties at Completion and will be free from all Encumbrances.11 All information concerning the Business and the Assets which the 1st parties or any of the 1st party's representatives have furnished to the 2nd Party or the 2nd Party's representatives prior to the execution of this contract is true.7 the sale of the Assets pursuant to this contract does not result in a breach of any obligation (including any statutory. are true and accurate to a material extent and are not affected by unusual. 13.12 As far as the 1st parties are aware. 13. consents and authorisations necessary for the carrying on of the Business. complete and accurate in all material respects and is not misleading or deceptive whether by inclusion or omission.13. material and necessary for the successful conduct of the Business. there are no Claims by any person (including the Employees) or authority relating to the Business. body or authority affecting the Business and the 1st parties are not aware of any proposals or circumstances which may result in such a notice or order being served or made. 13.

14. 14. 14.3 Each party must promptly execute and deliver all documents and take all other action necessary or desirable to effect. All previous agreements. expressed or implied. General 14. attempted exercise. is not in breach or default under any term or provision of them or liable to forfeiture or termination.19 Each item of Plant and Equipment is in a good and safe state of repair and condition and satisfactory working order for its age (fair wear and tear excepted) and has been regularly and properly maintained.7 No party will be liable for any loss or expenses incurred by another party caused or contributed to by the waiver.13.2 This contract contains the entire understanding between the parties as to the subject matter contained in it. 14. preparation and execution of this contract and other documents referred to in it. perfect or complete the transactions contemplated by this contract.6 A single or partial exercise or waiver of a right relating to this contract does not prevent any other exercise of that right or the exercise of any other right. 13. 13. explanations and commitments.18 The 1st parties has not received and is not aware of any notice from any party or competent authority affecting any right or interest under the Premises Leases. representations. 14. .5 The 2nd Party must pay any stamp duty on this contract and any document executed under it including on the assignment or transfer of the Premises Leases. unless expressly stated otherwise.1 This contract may only be varied or replaced by a document duly executed by the parties. exercise. affecting this subject matter are superseded by this contract and have no effect. warranties.16 The Premises are the only leasehold properties occupied or used by the 1st parties in the conduct of the Business. failure to exercise or delay in the exercise of a right.4 Each party must pay its own legal costs and expenses in relation to the negotiation.17 The 1st parties has duly and punctually observed and performed the terms and conditions of the Premises Leases. 14. 14. 13.

without the prior written consent of the other party to this contract (Other Party). Relevant law This agreement shall be governed by and construed in accordance with the law of Bangladesh and agree that in the event of any action being begun in respect of this agreement the process by which it is begun may be served on them in accordance with law.14. charge or otherwise encumber.8.2 mortgage. . delegate. or 14.8 A party must not: 14. transfer.1 sell. IN WITNESS WHEREOF the parties hereto have executed this agreement as a DEED on the date first above written.8. assign. any right or obligation under this contract to any person. 15. license.

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