Bisma Awan

F2017117107

MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (this MOU) is made at Lahore on 1st day of

February 2021.

By & Between:

1. Mr. Zubair Khan, Son of Wali Khan, Resident of House No: 180, Block-B, Phase
1, Defense Housing Society (DHA), Islamabad, holder of CNIC No: 3250-
3245611-0;
2. Mrs. Zubair Khan, Wife of Zubair Khan, Resident of House No: 180, Block-B,
Phase 1, Defense Housing Society (DHA), Islamabad, holder of CNIC No: 3250-
4536722-0; and
3. M/s Tuff Corporation Limited, having its registered office in Islamabad F-10,
Registration No. : 8683949

(Hereinafter collectively referred to as the “Sellers” and/or the “First Party”, which
expressions shall mean and include their respective legal heirs, successors-in-interest
and permitted assigns)

And

M/s Ahmed Corporation Private Limited, a Company incorporated under the provisions
of Companies Act, 2017, having its registered office at Islamabad F-21, through its
director, Mr. Nasir Jameel.

(Hereinafter referred to as the “Buyer” and/or the “Second Party”, which expressions
shall mean and include his legal heirs, successors-in-interest and permitted assigns).

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(The First Party and the Second Party are hereinafter collectively referred to as the
“Parties” and individually as the “Party”, where the context so permits.)

This MOU sets forth the general terms and conditions for the Share Purchase Agreement,
to which the Sellers and the Buyer have jointly agreed.

WHEREAS, The Buyer is a private limited company incorporated in Pakistan, under the
Sate Laws, to acquire shares of M/s Tuff Corporation by way of transfer.

WHEREAS,

A. The Sellers are the shareholders of M/s Tuff Corporation (hereinafter, the “Target
Company”), an oil marketing company with permission of sale, supply, transport,
storage, wholesale/retail sales and import of oil and gas products etc. as per
applicable laws, rules and regulations.
B. The Sellers have agreed to transfer their respective shares of the Target Company
to the Buyer on the terms and conditions to be fully incorporated into formal
documents/agreements (hereinafter, the “Formal Agreement") including the
Share Purchase Agreement.
C. The Buyer and Sellers desire to enter into this Memorandum of Understanding
(MOU), in order to memorialize the current status of such agreement. The purpose
of this MOU is to lay out the general terms and conditions to be specifically
detailed in the Formal Agreements later. Moreover, the aim of the MOU would be
to bind the Parties, subject to the execution of the Formal Agreements and
payment of the consideration amount by the Buyer to the Sellers.
D. The MOU will establish the basic terms to be used in formal Agreement between
Sellers and Buyer.

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NOW, THEREFORE, THIS MEMORANDUM OF UNDERSTANDING WITNESSES AS
FOLLOWS:

1. Shares to Be Acquired:
Subject to the execution of the Formal Agreements and the Closing, the Sellers
shall transfer 100% of the Target Company’s shares with all rights, interests and
title of ownership to the Buyer against the Consideration and on terms and
conditions provided herein or to be provided in the Formal Agreements
(hereinafter, the “Target Shares”).

2. Terms and Conditions:

In order to acquire the Target Shares, the Buyer is required to fulfill certain terms
and conditions:
a) The Target Company has to give full access to its offices to the Buyer and
its advisors for conducting the due diligence and has provided reasonable
opportunity to the Buyer and its advisors to review its financial statements
prepared in accordance with generally accepted accounting principles.
b) The Target Company has to share details of shares and liabilities of the
Target Company to the Buyer and its advisors for due diligence.
c) Negotiation and execution of Formal Agreements including the Share
Purchase and Shareholders Agreements containing representations and
warranties and such other matters customary for this type of transaction or
reasonably are required by the Parties; and
d) Deliver to the Buyer of all shareholders and/or board approvals by the
Sellers, which are required under law for the Target Company approving
entering into Formal Agreements and a list of the directors and officers
authorized to execute agreements on behalf of the Target Company together
along with their signatures.

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3. Consideration:
a) The consideration amount of the total share of the Target Company shall be
United States Dollars One Million ($1,000,000) or equivalent to Pak
Rupees (at the rate of PKR/-160.495 per United States Dollars.)
(Hereinafter, the “Consideration”).
b) Upon approval and execution of this MOU, and in advance of the
finalization of purchase Agreement, the buyer will immediately make a
non-refundable deposit payment to the Seller in the amount of Five
Hundred Million ($500,000) (hereinafter, the “Advance/Earnest Money”)
prior to the results of due diligence undertaken on the Target Company. The
Due Diligence shall include provision of the following documents. This
deposit shall not be refundable.
c) The Sellers shall transfer 30% shares in favour of the Buyer along with
transfer of the management.
d) In lieu of the transfer of 30 % shares of the Target Company, the Buyer
shall make a payment of 30% of the total amount of consideration.
e) The due diligence shall be completed in 3 months from the date of
execution of this MOU.

4. Deal costs:
Each Party shall bear its own costs in relation to the transactions contemplated by
this MOU.

5. Interpretation:
In interpreting this MOU, it shall be deemed that it was prepared jointly by the
Parties with full access to legal counsel of their own. No ambiguity shall be

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 resolved against any party on the premise that it or its attorneys were solely
responsible for drafting this MOU or any provision thereof.

6. Severability:
It is agreed by the parties that in any event where a part or parts of this Agreement
be held unenforceable for any reason, foreseeable or unforeseeable, the remaining
provisions of the Agreement shall continue in full force and effect. If any
provision of this Agreement is deemed unenforceable or invalid by a competent
court and if limiting such a provision would make the same valid, then such
provision shall be deemed to be construed as so limited.

7. Confidentiality:
The existence and contents of this MOU and of any further negotiations between
the Parties and/or their advisors regarding, and the Parties interests or involvement
in, the proposed transaction are and shall remain confidential. The Parties shall
keep strictly confidential the existence of this MOU and neither party will make
any public disclosure or publicity release, without the consent of the other party.
Provided that, however each party shall be permitted to make such disclosures as
may be required to comply with or prevent violation of all requirements of all
applicable laws and regulations.

8. Consolidation:
This MOU represents the entire understanding of the Parties as to those matters
contained herein and supersedes and cancels any prior oral or written
understanding, promises, or representations with respect to those matters covered
hereunder. This is a cohesive document.

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9. Counterparts:
This MOU may be executed in counterparts, each of which shall constitute an
original and all of which shall constitute one agreement.

10. Binding Effect:

The covenants and conditions of the Agreement shall bind the parties and the
heirs, legal representatives, successors, agents and permitted assigns of the Parties.

11. Modifications And Amendments:

This MOU may be modified or amended, but only in writing and must be signed
by both the Parties to become valid.

12. Governing Law:

This MOU shall be construed, interpreted and enforced in accordance with, and
shall be governed by, the laws in the State of Pakistan without reference to, and
regardless of, any applicable choice or conflicts of laws principals.

13. Observance:
The Sellers shall cause this MOU to be taken on the records of the Target
Company and the Buyer will also agree to abide by all the terms and conditions
hereof.

14. Delineation:
The Parties hereto record that this MOU reflects the broad terms of their
Agreement and they agree to execute and sign a detailed Share Purchase
Agreement and such further Agreements in writing as may be required from time
to time to give effect to the transfer and acquiring of shares in the best possible
way.

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 15. Termination:
Each party shall be entitled to terminate this MOU at any time prior to the
conclusion of the transaction, if any event whether financial or otherwise has
arisen, which in Party’s opinion, has rendered the transaction impracticable.

16. Waivers:
Failure to exercise any right in this MOU shall not operate as waiver.

17. Notices:
All notices must be in writing. They must be delivered personally or mailed by a
certified mail to the other party at the address written in this MOU or Party’s
Attorney.

18. Variation:
No part of this MOU shall be varied or terminated unless such variation is agreed
and signed by the Parties to this MOU.

IN WITNESS THEREOF, the parties hereto have executed this Memorandum of

Understanding on the date and place written above in presence of the witnesses.

THE SELLERS:

1. Mr. Zubair Khan

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 (_________________)

2. Mrs. Zubair Khan

(_________________)

THE BUYER:

M/s Ahmed Corporation (Pvt.) Ltd.

(____________________________)

WITNESSES:

1. Name: Ali Muhammad

CNIC: 0981-999999-8

2. Name: Safeer Khan

CNIC: 0667-333333-4

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