Bisma Awan

F2017117107

Dated as of 2nd February 2021

Mr. & Mrs. Zubair Khan

AND

M/S Ahmed Corporation Private Limited

=====================================

SHARE PURCHASE AGREEMENT

- Relating to -

M/S TUFF CORPORATION PRIVATE LIMITED

=====================================

Legal Consultants

Zafar Ali Law Firm

Gulberg-II, Lahore – Pakistan

=====================================

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 CONTENTS

1. Interpretation………………………………………………………05
2. Purchase of Share………………………………………………….07
3. Condition Precedent……………………………………………….10
4. Completion…………………………………………………………10
5. Post Completion Obligations……………………………………...10
6. Owner and Title of Shares………………………………………...11
7. Representation and Warranties of the Seller………………….....11
8. Representation and Warranties of the Buyer……………………12
9. Termination………………………………………………………...12
10. Remedy……………………………………………………………...13
11. Costs and Expenses………………………………………………...13
12. Indemnity…………………………………………………………...14
13. Confidentiality Obligations………………………………………..14
14. Force Majeure……………………………………………………...15
15. Notices……………………………………………………………....15
16. Miscellaneous……………………………………………………….16
17. Signatories…………………………………………………………..17

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 SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (hereinafter referred to as “Agreement”) is made

at Islamabad on 2nd day of February, 2021 (hereinafter referred to as “Effective Date”).

BY AND 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, Registration No: 74640909

(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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 RECITALS

A. M/s Tuff (Private) Limited is a company incorporated under the laws of

Pakistan, (hereinafter, the “Target Company). The Target Company has an
authorized share capital of USD 1,000,000/- (USD One Million only) out of
which the total subscribed and paid up capital is USD 5,00,000 or PKR
8,025,000/- .
B. The Sellers entered into a memorandum of understanding dated 01-02-21
(hereinafter, the “MOU”) in pursuance whereof the Sellers not only
transferred 30% Shares in favour of the Second Party but the First Party also
transferred management of the Target Company to the Second Party, which is
approved by the Buyers. Therefore, it is agreed between the Parties that the
MOU forms an integral part of this Agreement and is attached herewith as
Schedule ‘IV’.
C. The Sellers, being the beneficial and legal owners of the Shares and having
the legal capacity to sell and transfer the same, are desirous of selling and
transferring the absolute ownership of the Shares to the Buyer.
D. The Purchasers, who already have the control and management of the Target
Company from the date of MOU, are now desirous of purchasing the
remaining 70% Shares of the Target Company presently owned by the
Sellers.
E. Over a period of time, the Target Company has acquired substantial goodwill
not only in the petroleum industry of Pakistan but has also ended up in
entering into numerous contracts, leases, rights and arrangements in respect
of over Hundred and Fifty (150) service/petrol stations, of which over Sixty
(60) are functioning and Ninety (90) are in the pipeline all over Punjab. The
Purchasers are desirous of purchasing and the Sellers are willing to sell all
the goodwill, contracts, warranties, leases, rights and arrangements etc. of the
Target Company, except the Proprietary Right in the Logo of the Target
Company, presently owned by the Sellers.

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NOW, THEREFORE, for valuable consideration, the Parties hereby agree and shall
be bound by the terms and conditions as follows:

1 INTERPRETATION

1.1 Definitions

In this Agreement, the following words and expressions shall have the
following meanings:

“Act” means the Companies Act 2017.

“Agreement” means this Share Purchase Agreement.

“Authorization” means any consent, registration, filing agreement, certificate,

licence, approval, permit, authority or exemption from, by or with, any authority
and all corporate, creditors and shareholders approvals or consent.

“Business” means the business of the Company as specified in the Company's

Articles.

“Business Day” means a day (other than a Saturday, Sunday or public holiday
declared by the Federal Government of Pakistan) on which banks are open for
general business in Pakistan.

“Completion” means completion of the sale and purchase of one hundred percent
(100%) of the Shares.

“Completion Date” means the date upon which Completion is required to take
place in accordance with Article 2;

“Purchase Price” means the total sum to be paid by the Buyer for acquiring the
shares by way of transfer.

“Encumbrance” means any mortgage, charge (whether fixed or floating), pledge,

lien option, right of retention of title or any other form of security interest or any
obligation (including any conditional any conditional obligation) to create any of
the same.

“Full Title Guarantee” means the Company's right to allot Shares with good title
and free from any Encumbrance.

“Material Adverse Change” means any change that may adversely affect:
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 i. the ability of the Seller to perform its obligations under this
Agreement; and
ii. The validity and enforceability of this Agreement.

“Shares” means the entire One Hundred Percent (100%) issued share capital of
the Company as specified in Schedule I hereto, which is the subject matter of this
Agreement;

“Total Consideration” shall have the meaning as provided in Clause 2.1 of this
agreement.

“Transaction” means the purchase of the Shares by the Buyer.

“Demand Promissory Note” has the meaning given to it in Schedule III;

“Disclosed” means disclosed by the Disclosure Letter fairly and accurately and
with sufficient particularity to enable the Purchasers to assess the full impact on
the Company of the matter, fact or circumstance disclosed and “Disclosure” shall
be construed accordingly;

“Disclosure Letter” means the letter (if any) of the same date as this Agreement
from the Sellers to the Purchasers;

“Indebtedness” means, in respect of any company or other entity, any borrowing

or indebtedness or liabilities in the nature of borrowing (including any
indebtedness for money borrowed or raised from any individual (whether or not a
director) under any bank or third party guarantee, acceptance credit, bond, note,
bill of exchange or commercial paper, letter of credit, finance lease, hire purchase
agreement, forward sale or purchase agreement or conditional sale agreement or
other transaction having the commercial effect of a borrowing and all finance and
other obligations of a kind required to be included in the balance sheet of a
company or other entity pursuant to the Relevant Accounting Standards);

“Material Contracts” has the meaning given to it in Schedule II;

“Permitted Encumbrances” mean any Encumbrances permitted under the terms

of the Project Agreements;

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“Person” means an individual, a proprietorship concern, corporation, company,
partnership, joint venture, trust, unincorporated organization, financial institution,
government or governmental authority or agency, or any other legal entity.

“Project” means the development, financing, design, construction, ownership,

operation, and maintenance of oil marketing activities in Pakistan by the
Company, situated at 310, St. 65, I-8/3, Islamabad;

“Project Agreements” means the agreements listed in Schedule II.

1.2 Interpretation

In this Agreement, except where the context requires otherwise:

1.2.1 Words indicating the singular also include the plural and words
indicating the plural also include the singular;

1.2.2 provisions including the word “agree”, “agreed” or “agreement” require

the agreement to be recorded in writing;

1.2.3 “written” or “in writing” means handwritten, type-written, printed or

electronically made, and resulting in a permanent record, but for the
avoidance of doubt shall not include e-mail;

1.2.4 Headings are for convenience only and shall not be taken into
consideration in the interpretation of this Agreement.

2 SALE AND PURCHASE OF SHARES

2.1 Subject to the terms and conditions of this Agreement, the Sellers shall sell
and the Purchasers shall purchase for the Total Consideration, the entire
legal and beneficial ownership in the Shares as well as goodwill, contracts,
warranties, leases, rights and arrangements etc. of the Target Company.The
Seller undertakes that the Buyer purchases the Shares free from all
Encumbrances and with all rights, titles and beneficial interest attaching or
accruing on the Shares, including any dividend distributions shall
unconditionally become the property of the Buyer from the Completion
Date.

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2.1.1 The Buyer shall make the payment of PKR 5,000/- in respect of the
goodwill, contracts, warranties, leases, rights and arrangements etc. of the
Target Company.

2.1.2 The Total Consideration under this Agreement, therefore, comes to PKR
160,050,000.00 /- to be paid by the Buyer to the Sellers.

2.1.3 Out of the Total Consideration, the amount of PKR 80,025,000

(hereinafter, the “Advance/Earnest Money”) has already been paid from
the time of signing of the memorandum of understanding dated 01-02-21
till the time of execution of the MOU, which shall be adjusted by the
Sellers at the time of payment of the last installment by the Buyer under
the Agreement. The Buyer shall make the payment of the remaining PKR
80,025,000 of the Total Consideration in the following manner:

a) At the time of execution of this Agreement, the Buyer shall make the
payment of PKR 20,000to the Sellers through post-dated cheque, dated
10-02-21;

b) On the 25-02-21, the Buyer shall make the Payment of PKR 60,000/-to
the Sellers. In this behalf, it is agreed between the Parties that the Buyer
has issued post-dated cheques to the Sellers of the same amount, which
shall either be honoured at the date of presentation or returned to the
Buyer if the noted amount is otherwise transferred to the Sellers through
a valid banking transaction. Details of the cheques are as follows:

i) Cheque No: 2134 dated 12-02-21 amounting to PKR 10,000/-;

ii) Cheque No: 2144 dated 15-02-21 amounting to PKR /25,000-;

and

iii) Cheque No: 2157 dated 19-02-21 amounting to PKR 25,000/-.

c) On 25-02-21 (hereinafter, the “Completion Date”), the Buyer shall

make the payment of PKR 20,000/- to the Sellers as the balance of the
Total Consideration amount.

2.2 At the time of making the payment of PKR 25,000/- by the Buyerto the
Sellers, as contemplated in Article 2.1.3 (a) of this Agreement, the Sellers
shall transfer 20% of the Shares to the Buyer, which would result in 50%
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 shareholding of the Target Company by the Buyer in accordance with
Schedule V to this Agreement.

2.3 At the time of making the payment of PKR 60,000/- by the Buyer to the
Sellers, as contemplated in Article 2.1.3 (b), the Sellers shall transfer the
remaining 50% of the Shares to the Buyer , which would result in 100%
shareholding of the Target Company by the Purchasers in accordance with
Schedule V to this Agreement.

2.4 However, it is agreed between the Parties that in case the Buyer fail to
make the payment of PKR 60,000/- under Articles 2.1.3 (b) and 2.3 of this
Agreement, the Buyer shall be bound to transfer back the 50% Shares of the
Target Company to the Sellers. In this behalf, it is agreed between the
Parties that the Purchasers shall hand over duly executed transfer deeds and
resignations so that the Sellers are able to get the 50% Shares transferred in
their own names. It is also agreed between the Parties that in case of such
an eventuality, the Buyer shall immediately transfer back/handover the
management of the Target Company to the Sellers. Furthermore, it is
agreed between the Parties that from the date of taking over the
management of the Target Company by the Purchasers till the time it is
transferred back to the Sellers under this Clause, the Purchasers shall
remain responsible for all and any liabilities in respect of transactions made
by the Purchasers during the said time, irrespective of the fact whether the
said transactions have been completed or not.

2.5 It is hereby understood between the Parties that in case the Purchasers fail
to make the payment of the Total Consideration amount or any part thereof,
till the Completion Date, the Sellers shall be at liberty to enforce the
Demand Promissory Note against the Purchasers, failure of which would
entitle the Sellers to avail appropriate legal remedy or remedies under the
applicable laws, in addition to the remedies available to the Sellers under
this Agreement.

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2.6 “Completion” shall take place upon the sale and purchase of one hundred
percent (100%) of the Shares, in accordance with Article 2 hereof and other
terms contained herein.

3 CONDITION PRECEDENT

The completion of this agreement and the purchase of the shares by the
buyer is conditional upon the fulfillment of the following:
(I) This agreement and any other agreement entered into by the
parties in connection with the share sale and purchase have been
duly executed by all the parties.
(II) The warranties and representations are true and correct.

4 COMPLETION

a. The Agreement will be closed on 25-02-21.

b. The closing will be held at Islamabad.

c. The purchase shall be completed when:

I. The conditions precedents to the transfer of the ownership has been

satisfied in full or waived by mutual agreement;
II. The Buyer has paid the Purchase Price in full;
III. A new share certificate has been delivered to the Buyer.

5 POST-COMPLETION OBLIGATIONS

The Parties have the following obligations upon completion:

5.1.1 Registration of the Buyer as a shareholder of record in the books of the

Company shall be effected. ;

5.1.2 The Seller shall deliver to the Buyer, all documents of title, records,
correspondence, documents, files and other papers relating to this
Transaction.

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6 OWNERSHIP AND TITLE TO THE SHARES

6.1.1 The Seller's ownership and title to the Shares and risk thereon shall
devolve to the Buyer on the date of payment. Provided that the Buyer shall
not be responsible for any liability previously incurred by the Seller prior
to the Completion Date.

6.1.2 The Buyer shall not own or exercise any ownership rights or benefits over
any part of the Shares for which the Seller has not received payment.

7 REPRESENTATIONS AND WARRANTIES OF SELLER

7.1 The Seller hereby covenant and represent to the Buyer as follows:

7.1.1 That both the Seller and the Company has the legal right and capacity to
enter into this Agreement and perform its obligations here under and is not
in violation of any laws of state of Pakistan or any regulation or order to
which it may be subject to and that upon the execution of this Agreement
by the Buyer, the Agreement shall be valid, binding and enforceable upon
all the Parties to the Agreement;

7.1.2 That there are no pending legal proceedings threatened against the Seller
or any other legal impediments which could adversely affect the validity
and enforceability of the share sale to the Buyer. The Seller is not subject
to any order, writ, injunction or any other order of any court, government
or regulatory authority which could adversely affect the validity of this
Transaction;

7.1.3 That all necessary authorization to complete this Transaction has been
obtained;

7.1.4 That there are no Material Adverse Changes which would have an adverse
effect on the Seller's capacity to sell the Shares and the Company's
capacity to register the shares in the name of the Buyer;

7.1.5 That after Completion, the Company shall register the Buyer's name as
beneficial and legal owner of the Shares in the register of shareholders of
the Company.

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 7.2 The Seller also covenants not to do as follows between the date of this
Agreement and the Closing Date:

7.2.1 Sell, lease, pledge, mortgage or otherwise dispose of the Shares;

7.2.2 Enter into any contract, agreement, commitment or option with involves
the sale of the Shares with any other Party other than the Buyer.

7.3 The Sellers shall transfer to the Target Company all properties and
documents held by them which belong to the Target Company including,
but not limited to, the documents enlisted in Schedule II, the intellectual
properties, the approved feasibility study and workings, financial and
technical models/studies.

8 REPRESENTATIONS AND WARRANTIES OF THE BUYER

8.1 The Buyer represents and warrants to the Seller as follows:

8.1.1 That the Buyer has the full power and authority to enter, perform and carry
out its the obligations under this Agreement;

8.1.2 That the Buyer has taken all the necessary corporate actions required by its
organizational documents to permit it to enter and perform its obligations
under this Agreement and other Transaction Documents;

8.1.3 That the Buyer is not bankrupt;

8.1.4 That the Buyer has the financial capability to pay the Purchase Price and
shall make all payments on time;

8.1.5 That the execution, delivery and performance of this Agreement is not
impaired by any other valid agreement to which it is a party.

9 TERMINATION

9.1 This Agreement may be terminated as follows:

9.1.1 By the Parties whey they mutually agree that the Agreement should be
terminated;

9.1.2 By the Seller where the Buyer fails to purchase the Shares on the
Completion Date or fails to perform its obligations under this Agreement.

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9.1.3 By either of the Parties if the Seller is unable to satisfy the condition
precedents.

9.2 Any Party wishing to terminate this Agreement pursuant to this, shall
deliver a written notice to the other Party, clearing of its intention to
terminate this Agreement.

9.3 If the Purchase Price or any part thereof has been paid, the Seller shall
refund the amount paid with interest of 15 %.

10 REMEDIES

10.1 In the event of non-performance by the Buyer of any of its obligations

under this Agreement, the Seller may:

10.1.1 Rescind the sale, in which event the ownership of the Shares will devolve
to the Seller and any Purchase Price paid shall be refunded to the Buyer;

10.1.2 Recover liquidated damages to the sum of 40% of the Purchase Price as
damages for breach of contract in addition to all reasonable costs and
expenses incurred by the Seller;

10.1.3 In addition to any damages payable, the Seller shall be entitled to

injunctive and other equitable reliefs.

10.2 The Seller may seek recovery of liquidated damages, all reasonable costs
and expenses and other injunctive and equitable reliefs notwithstanding
the fact that the Seller has rescinded the Agreement.

11 COSTS AND EXPENSES

Each Party shall pay their own costs in relation to preparation, negotiation
and execution of this Agreement and each Party shall be responsible for the
costs and expenses of their attorneys and advisers.

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12 INDEMNITY

Each Party hereby undertakes to indemnity and hold each other harmless
against any costs, losses, claims, damages, expenses, liabilities (joint or
several) or actions in respect thereof, which the other Party may incur in the
event that any Representation or Warranties by the Party contained in this
Agreement which turns out inaccurate or if any Party is in breach of the
covenants contained in this Agreement.

13 CONFIDENTIALITY OBLIGATIONS

13.1 The Parties agree as follows:

13.1.1 To keep the confidential information secret at all times;

13.1.2 Not to distribute, disclose, reproduce or otherwise communicate any

confidential information to any person or entity other than the related
parties to this agreement;

13.1.3 Not to disclose the confidential information or allow any unauthorized

disclosure to any third party without the prior consent of the other party;
and

13.1.4 Not to use the confidentiality information in whole or in part for any
purpose except for the purpose stated in this agreement.

13.2 The parties agree and undertake to treat all information with respect to this
agreement as confidential and the confidential information shall be
handled in a way as to prevent any unauthorized disclosure thereof.

13.3 Each party undertakes to take proper and reasonable measures to ensure
the confidentiality of the confidential information.

13.4 The provision of this clause shall not prohibit the disclosure of any
information if and to the extent that:

13.4.1 It is required to be disclosed by any valid order of a court of competent

jurisdiction or the rules of any governmental or regulatory authority or
agency in which the receiving party shall notify the other party;

13.4.2 The disclosure or use is required to vest the full benefit of this agreement;

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13.4.3 It is in the public domain by no default of the receiving party;

13.4.4 It is disclosed to professional advisers who are also bound to ensure the
confidentiality of the confidential information.

13.5 The receiving parties undertake that upon the execution of this Agreement
any breach on their part will entitle the disclosing party to specific
performance and any other form of equitable relief to enforce the
provisions of this Agreement.

13.6 The Parties shall continue to be bound by this confidentiality obligation

even after this Agreement has been terminated.

14 FORCE MAJEURE

14.1 Neither party shall before the completion date be liable for any failure to
fulfill any term of this agreement if the fulfillment has been delayed,
hindered, interfered with or prevented by force majeure which for the
purposes of this agreement shall mean any circumstances:

14.1.1 Which is beyond a party's control;

14.1.2 Which such party could not have reasonably avoided or overcome; and

14.1.3 Which is not attributable to the other party.

14.2 Without prejudice to the generality of the foregoing, force majeure shall
include the following events and circumstances:

14.2.1 War, hostilities, or invasion;

14.2.2 Rebellion, terrorism, revolution, insurrection, military or usurped power

14.2.3 Riot, civil disorder or other acts which may reasonably affect the ability of
the party to fulfill its obligations under this Agreement.

15 NOTICES

15.1 All notices or communication given or made under this Agreement shall
be in writing.

15.2 Any of such notice or communication shall be deemed to have been given
if:

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15.2.1 Sent by personal delivery, upon delivery at the address of the relevant
Party;

15.2.2 Sent by courier service, upon receipt of confirmation of delivery;

15.2.3 Sent by facsimile, upon receipt of a confirmation of transmission.

15.3 The addresses for service of notices are as follows:

In the case of the Seller to:

Address: House No: 180-B, Phase 1, Defense Housing Society (DHA), Islamabad

Email: zubair&zubair@hotmail.com

In the case of the Buyer to:

Address: F-12 Islamabad.

Email: ahmedcorporation@live.com.

In the case of the Company to:

Address: F-10 Islamabad.

Email: tuffcorporation99@hotmail.com.

15.4 Any Party may designate a different address by giving a notice in writing
to the other Party.

16 MISCELLANEOUS

16.1 Governing Law :

This Agreement shall be interpreted and construed in accordance with the

laws of the State of Pakistan.

16.2 Jurisdiction:

The Parties agree that the state courts shall have the exclusive jurisdiction
to settle any dispute or claim in connection with this contract.

16.3 Assignment:

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 Neither of the Parties may assign nor transfer any of its rights, benefits or
obligations under this Agreement.

16.4 Entire agreement:

This Agreement and any other document referred to in this Agreement,

constitute the entire agreement between the Parties and supersedes any
prior written or oral agreements made between them.

16.5 Waivers:

Any term or provision of this Agreement may be waived in writing at any

time by the Party entitled to such benefit. No delay, omission to exercise
any right shall not be construed as waiver.

Execution Pages Follow:

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IN WITNESS WHEREOF, this Agreement is executed between the Parties on the
date and place first hereinabove mentioned.

PARTIES: WITNESSES:

_______________________ 1. ______________________
(Mr. Zubair Khan) Name:
Shareholder Designation:
M/S Tuff Corporation (Pvt.) Ltd. CNIC No:

2. ______________________
Name:
Designation:
CNIC No:

_________________________________ 1. ______________________
(Mrs. Zubair Khan) Name:
Shareholder Designation:
M/S Tuff Corporation (Pvt.) Ltd. CNIC No:

2. ______________________
Name:
Designation:
CNIC No:

___________________________________________________________

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 _______________________ 1. ______________________
M/s Ahmed Corporation (Pvt.) Ltd. Name:
(Buyer) Designation:
CNIC No:

2. ______________________
Name:
Designation:
CNIC No:

___________________________________________________________

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SCHEDULE – I

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 SCHEDULE – II

LIST OF DOCUMENTS

PART 1
Project Agreements
----------
Material Contracts
____________

PART 2
Insurance Policies
____________

PART 3
Material Assets
____________

PART 4
Financial Statements
____________

PART 5
Project Approvals
____________

PART 6
Income Tax Returns
GST Returns (if any)

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 SCHEDULE – IV

MEMORANDUM OF UNDERSTANDING DATED 01-02-21

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 SCHEDULE – V

SHARE TRANSFER DETAILS

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 SCHEDULE – VI

POST DATED CHEQUES

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