SUBSCRIPTION AGREEMENT

AMONGST

UNIVERSAL FINANCIAL SOLUTIONS LIMITED

As the Issuer

AND

XYZ
As the Subscriber

AND

SANDHANI LIFE FINANCE LIMITED

As the Issuing & Paying Agent (IPA)

Relating to the Issue and Subscription of Commercial Paper Notes

DATED: **TH DAY OF FEBRUARY, 2022

Page 1 of 27
This SUBSCRIPTION AGREEMENT (the “AGREEMENT”) of Commercial Paper Notes is
executed on the **th day of February, 2022.

AMONG

A. UNIVERSAL FINANCIAL SOLUTIONS LIMITED, a public limited company

incorporated in Bangladesh under the Companies Act 1994 and a licensed Asset
Management Company under the Securities and Exchange Commission (Mutual
Fund) Rules, 2001, having its corporate office at House#87/A, Road#26,
Gulshan-1, Dhaka-1212, Bangladesh (hereinafter referred to as the “ISSUER”)
which expression shall unless it be repugnant to the context or meaning thereof,
be deemed to include its successors and assigns.

AND

B. XYZ , Date of Incorporation: 04 August 1997 having registered address at 16

Motijheel C/A, Dhaka-1000, Bangladesh; (hereinafter referred to as the
“SUBSCRIBER”) which expression shall unless it be repugnant to the context or
meaning thereof, be deemed to include its successors and assigns.

AND

C. SANDHANI LIFE FINANCE LIMITED, a private limited company incorporated in

Bangladesh under the Companies Act 1994 and a licensed Merchant Banker
under the Securities and Exchange Commission (Merchant Banker and Portfolio
Manager) Rules, 1996, having its corporate office at 16, Motijheel Commercial
Area (2nd Floor), Dhaka-1000, Bangladesh; (hereinafter referred to as the
“ISSUING & PAYING AGENT (IPA)”) which expression shall unless it be repugnant
to the context or meaning thereof, be deemed to include its successors and
assigns.

Page 2 of 27
WHEREAS:

I. The ISSUER proposes to issue up to 300 (Three Hundreds) Commercial Paper

Notes of a nominal value of BDT 1,000,000.00 (Taka Ten Lac) only, each, by way
of private placement and with each such Commercial Paper Note is attached the
rights, privileges, terms and conditions set forth hereunder in this Agreement;
and

II. The ISSUER has agreed to issue and the SUBSCRIBER has agreed to subscribe
and pay for such number of Commercial Paper Notes as listed under Schedule I
of this Agreement against their name at a nominal value of BDT 1,000,000.00
(Taka Ten Lac) only, each, on the terms and conditions set forth hereunder.

III. The ISSUER intents to investment the subscription amount exclusively in IPO,
securities listed in Dhaka Stock Exchange and Chittagong Stock Exchange and
Mutual Funds managed by UFS.

NOW, THEREFORE, in consideration of the mutual undertakings herein and mutual

benefits to be derived hereunder, the Parties agree as follows:

In this Agreement, capitalised words and expressions have, except where the context
otherwise specifically requires, the meanings specified in Clause 1.2 of the General
Terms and Conditions attached as Schedule III hereunder.

1. SUBSCRIPTION

1.1. Subject to the terms and conditions set forth in this Agreement, the ISSUER shall
issue to the SUBSCRIBER and the SUBSCRIBER shall subscribe for 300 (Three
Hundred) Commercial Paper Notes of nominal value of BDT 10,00,000.00 (Taka
Ten Lac) only, each, having an aggregate value of BDT 300,000,000.00 (Taka
Thirty Crore) only (the “Issue Price”).

1.2. Upon compliance of the provisions of Clause 3.1 of the General Terms and
Conditions of this Agreement, the SUBSCRIBER shall be obligated to pay
Discounted Issue Price to the ISSUER in accordance with the General Terms and
Conditions set forth hereunder.

Page 3 of 27
2. MATURITY

2.1. The SUBSCRIBER shall subscribe for 300 (Three Hundred) Commercial Paper
Notes with a maturity period of 330 (Three Hundred and Thirty) days from the
date of issue of the Commercial Paper Notes as detailed under Schedule I of this
Agreement.

2.2. If the Maturity Date falls on a non-Business Day, the Maturity Amount payable
against the Commercial Paper Notes will be made at the preceding Business
Day.

3. PAYMENT OF NOMINAL/FACE VALUE AT MATURITY

3.1. The Parties hereto agree that Nominal/Face Value against each of the
Commercial Paper Notes shall be made in accordance to the General Terms and
Conditions of this Agreement.

4. ISSUER’S REPRESENTATIONS AND WARRANTIES

4.1. The ISSUER hereby makes each of the following representations and warranties
for the benefit of the SUBSCRIBER:

4.1.1. The ISSUER is a public limited company duly organised and validly
existing under the existing Law and has full corporate power and
authority to own its properties and to carry on its businesses all as, and
in the places where, such properties are now owned or operated or
such businesses are now being conducted.

4.1.2. The ISSUER has full legal right, power and authority to enter into and
perform this Agreement and to allot and issue the Commercial Paper
Notes to the SUBSCRIBER pursuant to and in accordance with this
Agreement.

Page 4 of 27
 4.1.3. The execution, delivery and performance of the Terms and Conditions
of this Agreement by the ISSUER will not (i) violate or contravene any
provision of Law by which the ISSUER is bound, (ii) violate, conflict with,
or result in the breach of, any provisions of the Memorandum of
Association or the Articles of Association of the ISSUER, or (iii) conflict
with, or result in the material breach of any provision of any agreement,
instrument or other obligation or commitment to which the ISSUER is a
party or by which it or any of its properties or assets are bound.

4.1.4. There is no pending or threatened proceeding for the dissolution,

liquidation, insolvency or rehabilitation of the ISSUER, whether
voluntary or involuntary.

4.1.5. The ISSUER is not engaged in or threatened by any litigation, the

outcome of which may adversely affect its financial position or
obligation to perform under this Agreement.

4.1.6. The audited financial statements (balance sheet, profit and loss account,
management reports) as per 31 December, 2021 correctly represent the
financial position of the ISSUER at the relevant dates and for the
respective period covered and have been prepared in conformity with
the accounting principles generally accepted in Bangladesh; since the
date of its latest financial statements, the ISSUER has not suffered any
material adverse change in its business prospects nor, since such date
has the ISSUER incurred any substantial or unusual loss or liability.

4.1.7. The ISSUER has all its liabilities regular with its lenders and/or investors
and there is no default loan with any of its lenders and/or investors.

4.1.8. When issued to the SUBSCRIBER pursuant to this Agreement, its

Commercial Paper Notes will be duly and validly authorised, allotted
and issued and upon the Closing, the SUBSCRIBER will own all rights,
title and interest in its Commercial Paper Notes and be entitled to
exercise all rights attached or accruing thereto.

5. SUBSCRIBER’S REPRESENTATIONS AND WARRANTIES

Page 5 of 27
 5.1. The SUBSCRIBER hereby makes each of the following representations and
warranties for the benefit of the ISSUER:

5.1.1. The SUBSCRIBER is a limited liability company duly organised and validly
existing under Law and has full power and authority to own its
properties and to carry on its businesses all as, and in the places where,
such properties are now owned or operated or such businesses are now
being conducted.

5.1.2. The SUBSCRIBER has full legal right, power and authority to enter into
this Agreement and to subscribe for its respective Commercial Paper
Notes in accordance with this Agreement.

5.1.3. The execution, delivery and performance of the Terms and Conditions
and the obligations under this Agreement by the SUBSCRIBER will not (i)
violate or contravene any provision of Law by which the SUBSCRIBER is
bound, (ii) violate, conflict with, or result in the breach of, any
provisions of the memorandum of association and articles of association
of the SUBSCRIBER, or (iii) conflict with, or result in the material breach
of any provision of any agreement, instrument or other obligation or
commitment to which the SUBSCRIBER is a party or by which it or any of
its properties or assets are bound.

5.1.4. There is no pending or threatened proceeding for the dissolution,

liquidation, insolvency or rehabilitation of the SUBSCRIBER (as
applicable), whether voluntary or involuntary.

6. ISSUER’S COVENANTS

6.1. The ISSUER covenants that, until all its liabilities under the Commercial Paper
Notes issued hereunder have been fully discharged:

6.1.1. The ISSUER will conduct its business activities in accordance with
generally accepted accounting principles of due care, prudence and
commercial practice;

Page 6 of 27
 6.1.2. The ISSUER will not change its purpose or its constitutional documents/
business principles in a way which is inconsistent with the terms of this
Agreement;

6.1.3. The ISSUER will submit copies of audited financial statements (balance
sheet, income statement/ cash flow statement as prepared at the end
of the financial year) to the SUBSCRIBER and/or the IPA and will provide
any other relevant financial information as may be requested by the
SUBSCRIBER and/or the IPA;

6.1.4. The ISSUER shall ensure that the SUBSCRIBER shall be entitled to
exercise all rights attached or accruing to its Commercial Paper Notes;
and

6.1.5. The ISSUER shall notify the IPA for the benefit of the SUBSCRIBERS’, in
the event the ISSUER is required to raise further debt finance from
whatsoever source. The SUBSCRIBERS’ hereby understand and confirm
that upon receipt of such notice by the IPA, the ISSUER shall be entitled
to create necessary charges/ mortgages as security for such debt
finance on any basis as required by the lender/ investor.

7. GOVERNING PROVISIONS

7.1. The Parties hereby agree and confirm that the terms and conditions of this Issue
shall be in accordance to Schedule I, Schedule II, Schedule IV and the General
Terms and Conditions attached hereto as Schedule III, all schedules being an
integral part of this Agreement, the provisions of the Issuing and Paying Agency
Agreement. In event of any conflict between the Issuing and Paying Agency
Agreement and this Agreement, the provisions of this Agreement will prevail.

Page 7 of 27
 SCHEDULE I

PART A
Subscriber and Subscription Details of the Commercial Paper Notes

Name & Address of Discounted Issue Nominal Number of Yield to Maturity Date
Subscriber Price Value/Face Commercial Maturity
BDT Value Paper Notes
BDT
XYZ 250,000,000 only 300,000,000 300 20.0% 18 Oct, 2021
only

PART B
Commercial Paper Notes Redemption Schedule

Name & Address of Issue Date Discounted Issue Nominal Value/Face Maturity Date
Subscriber Price Value to be Paid at
BDT Maturity
BDT

XYZ ** Feb 2022 250,000,000 only 300,000,000 only 18 Oct, 2021

SCHEDULE II

Page 8 of 27
 FORM OF COMMERCIAL PAPER NOTE (CP)

STAMP

To be stamped as
per applicable rate

Name of the Issuer : UNIVERSAL FINANCIAL SOLUTIONS

LIMITED

Name of the Issuing & Paying Agent : SANDHANI LIFE FINANCE LIMITED

Name of the Subscriber : XYZ

Serial No. : 100 – 300

Issued at : Discount, BDT 8,33,333.333/-, each

Issue Date : ** Feb, 2022

Maturity Date : 18 Dec, 2022

In consideration of subscription for Commercial Paper of BDT 250,000,000 (Taka Twenty

Five Crore only) only, we, UNIVERSAL FINANCIAL SOLUTIONS LIMITED, do hereby
unconditionally and irrevocably promises to pay Nominal/Face Value Amount of BDT
300,000,000 (Thirty Crore Only) only having yield to maturity of 20% from the Issue Date
up to actual payment date as per the Subscription Agreement dated November 22, 2022
to the Subscriber, Sandhani Credit Cooperative Society Limited, or to its Order on
actual payment date as specified above, the nominal/face value amount upon

Page 9 of 27
presentation and surrender of this Commercial Paper Note to SANDHANI LIFE FINANCE
LIMITED (Issuing & Paying Agent).

Note: If Maturity Date falls on a non-Business Day, the amount payable against the
Commercial Paper Notes will be made on the preceding Business Day.

For and on behalf of:

UNIVERSAL FINANCIAL SOLUTIONS LIMITED

_______________________
(AUTHORIZED SIGNATORY/
SIGNATORIES)

In the presence of:

SANDHANI LIFE FINANCE LIMITED

_______________________
(AUTHORIZED SIGNATORY/
SIGNATORIES)

ALL ENDORSEMENTS UPON THIS COMMERCIAL PAPER NOTE MUST BE CLEAN AND
DISTINCT. EACH ENDORSEMENT SHOULD BE MADE WITHIN THE SPACES ALLOTTED.

SCHEDULE III

Page 10 of 27
 GENERAL TERMS AND CONDITIONS

1. DEFINITIONS AND INTERPRETATION

1.1. In this Agreement, capitalised words and expressions have, except where the
context otherwise specifically requires, the meanings specified hereunder in
clause 1.2.

1.2. Except where the context otherwise specifically requires, references in this
Agreement shall have the following meaning respectively attributed to them:

“Act” means the Companies Act 1994;

“Agreement” means this Subscription Agreement of relating to the issue of

Commercial Paper Notes and all Schedules attached hereto as originally
executed and as varied, amended, supplemented and/or modified from time to
time;

“Articles of Association” means the articles of association of the ISSUER;

“Board of Directors” means the board of directors of the ISSUER and/or the
SUBSCRIBER as applicable;

“Business Day” means the days on which scheduled banks are open for business
in Dhaka, Bangladesh and dealings in Taka are carried out in the interbank
market;

“Commercial Paper Notes” means the Commercial Paper Notes with a maturity
of 330 days issued by the ISSUER in the form set out in the Schedule II hereto for
the time being outstanding and entitled to the benefit of the SUBSCRIBERS
having a minimum denomination of BDT 1,000,000 (Taka One Million) only each
and includes replaced Notes;

“Commercial Paper Notes Holders” means the SUBSCRIBERS for the time being
entitled to the benefit of the Commercial Paper Notes and registered in the

Page 11 of 27
Register of Commercial Paper Holders of the ISSUER and IPA as Commercial
Paper Notes Holders and includes the transferee or assignees;

“Closing” means the completion of the subscription by the SUBSCRIBER for the
Commercial Paper Notes and the issue of the Commercial Paper Notes by the
ISSUER to the SUBSCRIBER pursuant to this Agreement as described in clause
4.3.;

“Closing Date” shall have the meaning attributed to it in clause 4.1 which shall
be within 30 (Thirty) days of the date of execution of this Agreement;

“General Terms and Conditions” means the General Terms and Conditions
under Schedule III attached to this Agreement setting forth the terms and
conditions of the subscription of the Commercial Paper Notes, which is an
integral part of this Agreement;

“Government Entity” means any institutional body constituted and/or

empowered by the Government of Bangladesh;

“Yield to Maturity” shall have the meaning attributed to such in clause 5;

“Issue” means the issue of Commercial Paper Notes by the ISSUER to the
SUBSCRIBER under this Agreement;

“Issue Date” means the date on which Commercial Paper Note/s are actually
issued by the ISSUER.

“Discounted Issue Price” means the subscription amount payable by the

SUBSCRIBER to the ISSUER for the Commercial Paper Notes subscribed by it
under this Agreement, the amount of which is stipulated in Schedule I;

“Issuer” means Universal Financial Solutions Limited., a public limited company

incorporated in Bangladesh under the Companies Act 1994, having its corporate
office at House#87/A, Road#26, Gulshan-1, Dhaka-1212, Bangladesh;

“Issuing & Paying Agent (IPA)” means SANDHANI LIFE FINANCE LIMITED, a
private limited company incorporated in Bangladesh under the Companies Act

Page 12 of 27
1994, having its corporate office at 16 Motijheel Commmercial Area (2 nd Floor),
Dhaka-1000, Bangladesh;

“Issuing & Paying Agency Agreement” means the Issuing and Paying Agency
Agreement dated on or about the date of this Agreement executed between the
IPA and the ISSUER;

“Law” means (i) any common or customary law of the Government of

Bangladesh; (ii) any statute, decree, constitution, judicial decision, judgment,
legislation, ordinance, regulation, order or other legislative measure of any
Government Entity or court of law in Bangladesh; (iii) any present or future
directive, regulation, request or requirement promulgated by any Government
Entity or court of law in Bangladesh (in each case, having the force of Law, but, if
not having the force of Law) the non-compliance of which would have a material
adverse effect on any Party’s ability to perform its obligations under this
Agreement; and (iv) any treaty, pact, compact, or other agreement to which any
Government Entity is a signatory or party; including, without limitation, the Act;

“Memorandum of Association” means the memorandum of association of the

ISSUER;

“Parties” means the ISSUER, SUBSCRIBER/Commercial Paper Notes Holders and

IPA jointly and each individually shall be referred to as “Party” (as applicable);

“Person/s” shall mean the public, individual person/s, banks, financial

institutions, companies, organisations, corporations any other form of legal
entity;

“Early Redemption” means the payment by the ISSUER of Commercial Paper

Notes value prior to Maturity Date as described under Clause 9 of the Terms
and Conditions of this Agreement;

“Maturity Date” means the date as stated under Schedule I of this Agreement;

“Maturity Amount” means the Nominal/Face Value of the Commercial Paper

Notes;

Page 13 of 27
 “Register of Commercial Paper Notes Holders” means the one register kept and
maintained by the ISSUER and another register kept and maintained by the IPA
where the names of the Commercial Paper Notes Holders are entered;

“RJSC” means the Registrar of the Joint Stock Companies and Firm in Dhaka,
Bangladesh;

“Securities” means the securities as described in clause 8.1 hereunder; and

“Subscriber/s” shall mean and include Corporates, insurance companies,

mutual funds and high net worth individuals who has subscribed to the
Commercial Paper Notes against the discounted Issue Price, issued/to be issued
by the ISSUER under this Agreement including its successors-in-interest, legal
representatives, transferees and lawful assigns.

1.3. References in this Agreement to the Parties shall include their respective
successors and permitted assigns;

1.4. References to any document (including this Agreement), are references to that
document as amended, consolidated, supplemented, notated or replaced from
time to time; and

1.5. Clauses and other headings contained in this Agreement are for ease of
reference only and shall not be taken into account in the construction or
interpretation of any provision to which they refer.

2. ISSUE AND SUBSCRIPTION OF COMMERCIAL PAPER NOTES

2.1. That the ISSUER will issue a maximum of 300 (Three Hundred) Commercial
Paper Notes of a nominal value of BDT 1,000,000.00 (Taka Ten Lac) only each,
having an aggregate value of BDT 300,000,000 (Taka Thirty Crore) only.

2.2. The ISSUER shall allot and issue to the SUBSCRIBER and the SUBSCRIBER shall
subscribe for, such number of the Commercial Paper Notes as detailed under
Schedule I of this Agreement in accordance to the Terms and Conditions set
forth in this Agreement.

Page 14 of 27
 2.3. Each SUBSCRIBER shall be obligated to pay the discounted Issue Price specified
in this Agreement.

2.4. In the event, there is early subscription (i.e. before the date of Issue or prior to
execution of this Agreement) by any SUBSCRIBER, the ISSUER shall pay amount
at the yield to maturity Rate which shall be accrued for the days between the
actual payment date of Issue Price and Issue Date, and the accrued Amount
shall be paid within 7 (seven) days from the Issue Date.

2.5. The SUBSCRIBER may at any time and at its own costs, may assign all or any of
its rights and benefits hereunder; or transfer, all or any of its rights, benefits and
obligations hereunder, provided that (save in the case of an assignment or
transfer to any subsidiary or holding company, or to any subsidiary of any
holding company, of the SUBSCRIBER which is incorporated and has its lending
office in the same jurisdiction as the SUBSCRIBER) no such assignment or
transfer shall be made without the prior written consent of the ISSUER which
shall not be unreasonably withheld. Provided further that in case of an
assignment or transfer to any subsidiary or holding company, sister, associate or
allied concerns or to any subsidiary of any holding company, which is
incorporated and has its lending office in the same jurisdiction, no prior written
consent would be required and the Subscriber may assign or transfer with prior
written notice to the Issuer and Facility Arranger, Issuing and Paying Agent. If
the transfer or assignment is to third party is approved by the ISSUER, the
ISSUER shall intimate to the IPA and IPA shall then issue a replacement of the
Commercial Paper Note in favour of the transferee or assignee. In the event of
transfer or assignment to its holding company or sister concern of the
SUBSCRIBER, upon receipt of the request for transfer or assignment, IPA shall
intimate the ISSUER and shall issue a replacement of the Commercial Paper
Note in favour of the transferee or assignee.

3. CONDITIONS PRECEDENT

3.1. The obligations of the Parties to proceed with the Closing are subject to the
fulfilment of the following conditions:

3.1.1. The ISSUER shall have duly passed resolutions (i) approving execution of
this Agreement and performance of the transactions contemplated

Page 15 of 27
 hereunder; and (ii) naming and authorising its personnel to execute this
Agreement and all related documents contemplated under this
Agreement; and (iii) allot Commercial Paper Notes to the SUBSCRIBER in
accordance to Schedule I of this Agreement.

3.1.2. The ISSUER shall have obtained all necessary approvals, consents,
exemptions and waivers from any Government Entity as required for
the execution of this Agreement and the consummation of the
transactions contemplated by this Agreement, including the issue of the
Commercial Paper Notes.

3.1.3. A copy of the Memorandum of Association and Articles of Association of

the ISSUER, as amended to date and a copy of the last Annual Returns
(Schedule X) and the Particulars of Directors (Form XII), all certified from
the RJSC, has been obtained by the ISSUER.

3.1.4. All Securities and security documents have been executed and
perfected by the ISSUER as detailed in clause 8.

3.1.5. The Board of Directors of each SUBSCRIBER shall have duly passed
resolutions and a copy of the extract has been submitted to the IPA (i)
approving its subscription for its portion of the Commercial Paper Notes
in accordance with this Agreement; and (ii) naming and authorising its
personnel to execute this Agreement and all related documents
contemplated under this Agreement along with specimen signature(s)
of the authorised personnel.

3.1.6. Clean CIB (Credit Information Bureau) report from Bangladesh Bank in
the name of the ISSUER has been obtained.

3.1.7. The ISSUER has given to the SUBSCRIBER a copy of IPA certificate to the
effect that the ISSUER has a valid agreement with the IPA and
documents are in order as per Schedule IV of this Agreement.

Page 16 of 27
4. CLOSING

4.1. On or before the Closing Date, the ISSUER shall provide to the IPA, the following
documents:

4.1.1. All the relevant documents as listed under clause 3.1 above; and

4.1.2. Duly executed Commercial Paper Notes in the respective names of the
SUBSCRIBER as per Schedule I of this Agreement.

4.2. On or before the Closing Date, each of the SUBSCRIBER shall provide to the IPA,
the following documents:

4.2.1. The documents as specified under clause 3.1; and

4.2.2. Proof of payment/s against the allotted Commercial Paper Notes as per
Schedule I of this Agreement.

4.3. On the Closing Date, the Closing shall be affected in the following manner:

4.3.1. On or before the Closing Date, each SUBSCRIBER shall make payment
against the Discounted Issue Price in full, without any deduction or
withholding whatsoever, to the desired bank account as instructed by
the ISSUER.

4.3.2. Upon the payment of Discounted Issue Price by SUBSCRIBER in

accordance with clause 4.3.1. in the bank account, the ISSUER shall issue
the relevant Commercial Paper Notes to the Subscriber pursuant to this
Agreement by:

i. Delivering to the IPA duly completed Commercial Paper Notes in

respect of SUBSCRIBER’S subscription as per Schedule I; and

ii. Registering the SUBSCRIBER as the holder of the relevant

Commercial Paper Notes in the Register of Commercial Paper
Notes Holders of the ISSUER.

Page 17 of 27
5. YIELD TO MATURITY

5.1. The Commercial Paper Notes will have Yield to Maturity of 20.0%

5.2. Yield to Maturity will be calculated using the following formula – {(Face Value of
Commercial Paper Notes – Discounted Issue Price)/Discounted Issue Price}
*100%

6. MATURITY AND REPAYMENT

6.1. The ISSUER hereby undertakes and agrees to pay to the SUBSCRIBER the
Nominal/Face Value Amount against its Commercial Paper Notes on the
Maturity Date as stated under Schedule I of this Agreement

6.2. Any payments of the Maturity Amount to be paid to the SUBSCRIBER or to its
Order shall be made through Bangladesh Bank cheque/pay order/ bank transfer,
as to be determined by the ISSUER.

6.3. If the SUBSCRIBER is willing to receive the Maturity Amount in any of the
specified means as stated under clause 6.2, the SUBSCRIBER should inform the
IPA at least 14 (Fourteen) Business Days prior to the Maturity Date of such
intention by giving the necessary information as required for effecting the
payment in such specified mode.

6.4. The SUBSCRIBER shall be required to surrender the physical copy of the
Commercial Paper Notes to the IPA before receipt of payment of the Maturity
Amount on the Maturity Date, after which the ISSUER’S liability under such
Commercial Paper Notes shall be fully discharged.

7. REPLACEMENT OF COMMERCIAL PAPER NOTE

7.1. If any Commercial Paper Note is mutilated or defaced, upon production of such
mutilated or defaced Commercial Paper Note the IPA shall cancel the same
upon instruction from the ISSUER and upon payment of any expenses incurred
by the IPA, the IPA shall issue new Commercial Paper Note within 3 (Three) days
in lieu thereof.

7.2. If any Commercial Paper Note is lost, stolen or destroyed, upon production of
proof thereof to the satisfaction of the IPA and upon furnishing such indemnity
as the ISSUER may deem adequate and upon payment of any expenses incurred

Page 18 of 27
 by the IPA in connection with proof of such destruction or theft or in connection
with such indemnity, the IPA shall issue a new Commercial Paper Note.

7.3. If any Commercial Paper Note is transferred or assigned upon production of

such Commercial Paper Note the IPA shall cancel the same upon instruction
from the ISSUER and upon payment of any expenses incurred by the IPA, the IPA
shall issue new Commercial Paper Note within 3 (Three) days in favour of the
transferee or assignee thereof.

8. SECURITY

8.1. The Commercial Paper Notes shall be secured by personal guarantee and pledge
of 51% shareholding of Key Persons of Universal Financial Solutions Limited,
namely Mr. Sayed Hamza Alamgir, Mr. Syed Alamgir Farrouk Chowdhury, Ms.
Alia Haque Alamgir and Mr. Arif-ul-Alam; Promissory Note and Post Dated
Cheque issued by the Issuer.
8.2. Mona FCS Limited would act as a panel broker of UFS. All investments out of the
subscription money and all the subsequent transactions thereon shall be
executed exclusively through Mona FCS Limited.
8.3. The Issuer should maintain the investment portfolio value minimum of Tk. 30
crore (including cash) at market price maintained with Mona FCS Limited during
the tenure of the fund. At any point of time if the portfolio value drops below
the threshold Tk. 30 crore, the Issuer must make additional investment in the
portfolio to bring its value at Tk. 30 crore within 7(seven) trading days.
8.4. The Issuer should not withdraw any fund from the portfolio maintained with
Mona FCS Limited without prior approval of IPA.

8.5. Before subscription, the Issuer shall cause to execute the following documents
to the satisfaction of IPA and the Subscriber:

(a) Promissory Note and Memorandum of Deposit of Cheques by the Issuer

(b) Personal guarantees and Letter of Indemnity by Key Persons of Universal
Financial Solutions Limited, namely Mr. Sayed Hamza Alamgir, Mr. Syed
Alamgir Farrouk Chowdhury, Ms. Alia Haque Alamgir and Mr. Arif-ul-Alam
(c) Pledge of Shares along with Power of Attorney to sell the shares by Key
Persons of Universal Financial Solutions Limited, namely Mr. Sayed Hamza
Alamgir, Mr. Syed Alamgir Farrouk Chowdhury, Ms. Alia Haque Alamgir and
Mr. Arif-ul-Alam, as detailed below, in favour of IPA on trust for the benefit
of the Subscribers after completing all necessary formalities and
documentation with RJSC and other Government Entities if required.

Page 19 of 27
 Sl. Shareholders Name No. of Shares Amount in BDT

1 Sayed Hamza Alalmgir 100,000 10,000000

2 Sayed Alamgir Farrouk Chowdhury 60,000 6,000,000
3 Alia Haque Alamgir 200,000 20,000000
4 Arif-Ul-Alam 150,000 15,000000
Total  510,000 51,000,000

8.6. In case of failure of the ISSUER to repay the Nominal/Face Value Amount by the
Maturity Date and as per the Schedule I of this Agreement, the IPA shall be held
responsible to notify the matter of such default to the SUBSCRIBER without any
delay.

9. EARLY REDEMPTION

9.1. The ISSUER shall have the right to redeem full or part of the Commercial Paper
Notes Amount on 90 (Ninety) day notice. Value of maturity will be determined
and Face Value will be calculated on extrapolation basis based on a 20% Yield to
Maturity

9.2. In the event of full redemption, the SUBSCRIBER shall be obliged to surrender
the physical copy of the applicable Commercial Paper Note/s to the IPA for the
benefit of the ISSUER, after which the ISSUER’S liability under such Commercial
Paper Notes shall be fully discharged.

10. TAXES

10.1. The ISSUER shall be responsible for and shall pay all taxes, duties, levies,
imposts, fees, assessments and charges of any nature, levied, imposed, assessed
or charged by any Government Entity imposed upon the ISSUER as a
consequence of any transaction pursuant hereto or contemplated by this
Agreement.

10.2. Each SUBSCRIBER shall be responsible for and shall pay all taxes, duties, levies,
imposts, fees, assessments and charges of any nature, if any, levied, imposed,
assessed or charged by any Government Entity imposed upon such investor as a
consequence of any transaction pursuant hereto or contemplated by this
Agreement.

11. PARTIES’ RIGHTS AND BENEFITS

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 11.1. The ISSUER shall be entitled, from time to time, to make further issues of
bonds/debentures and/or other such securities to the public, shareholders of
the ISSUER and/or persons, banks, financial institutions, companies,
organisation and corporations; and to raise further loans, advances and avail
further financial/credit facilities PROVIDED THAT the Issuer must obtain written
consent/no objection from the Subscribers before issuance of any further debt
instruments or obtaining any fresh/further loan liabilities.

11.2. The SUBSCRIBER shall not be entitled to any other rights, benefits and privileges
other than those available to them under this Agreement, Issuing and Paying
Agency Agreement, the Securities and the provisions of the Act.

11.3. The rights, privileges, terms and conditions attached to the Commercial Paper
Notes may be varied, modified or abrogated with the consent, in writing of the
Commercial Paper Note Holders who hold at least three-fourth of the
outstanding amount of the Commercial Paper Notes pursuant to a resolution
passed at a meeting of the Commercial Paper Notes Holders, provided that such
resolution shall only determine the acceptance or rejection of the proposed
variation, modification or abrogation and no other issue in connection thereto.
Such a Commercial Paper Notes Holders’ meeting shall be called and arranged
within 14 (Fourteen) days by the IPA upon request from three-fourth of the
Commercial Paper Note Holders and all costs relating such meetings shall be
paid proportionately by the attending Commercial Paper Note Holders.

12. TERM AND TERMINATION

12.1. This Agreement shall become effective on the date hereof and shall continue in
full force and effect until the ISSUER’S redemption of the Commercial Paper
Notes and payment of the Maturity Amount.

12.2. Prior to the Closing, any Party may terminate this Agreement as to such Party
forthwith by notice in writing to the other Parties upon any material breach by
another Party of the provisions of this Agreement, provided such breach has not
been remedied within 7 (seven) Business Days of the receipt of a written notice
from the non-breaching Party initiating the termination notifying the breaching
Party of such breach.

12.3. Any termination or expiration of this Agreement howsoever caused shall not
affect any rights or liabilities of the Parties, which have accrued prior to the date
of termination or expiration.

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 12.4. All provisions of this Agreement, which by their terms are intended to survive
the termination or expiration of this Agreement, will continue thereafter in full
force and effect in accordance with their terms.

13. MISCELLANEOUS

13.1. Any notice or other communications required or permitted hereunder shall be

made in the English language and shall be sufficiently given if delivered in
person or sent by registered or certified mail, postage prepaid, or via facsimile,
receipt confirmed, addressed as follows:

13.1.1. If to the ISSUER : UNIVERSAL FINANCIAL SOLUTIONS LTD.

Address : House#87/A, Road#26
Gulshan-1, Dhaka 1212
Attention : Sayed Hamza Alamgir
Managing Director
Telephone : +88 02 9855269, 9855706
Email : hamza.alamgir@gmail.com

13.1.2 If to the SUBSCRIBER : XYZ

Address 16 Motijheel C/A, Dhaka-1000
Telephone : +88 02 9586408-9

13.1.2. If to the IPA : SANDHANI LIFE FINANCE LIMITED.

Address : 16 Motijheel Commercial Area (2nd
Floor), Dhaka-1000
Attention : Muhammad Nazrul Islam FCMA

Telephone : +88 02 9515249, 47118505

Email : ceo@slflbd.com

or such other address as shall be furnished in writing by any such Party, and
such notice or communication, if not actually delivered earlier, shall be deemed
to have been delivered as of the date so delivered in person, the date of
transmission by facsimile (provided that a transmission is made during business
hours on a Business Day to the intended recipient) otherwise the next Business
Day, receipt confirmed, or within 3 (Three) days after dispatch, if dispatched by
registered or certified mail.

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13.2. Each Party shall treat all non-public information, whether commercial, technical,
financial or of whatever nature, obtained from the other Parties under this
Agreement as confidential, and shall not use or disclose the same, or permit its
use or disclosure, by any Persons, other than its employees and professional
advisors who need to know such information to assist in performing its duties
under this Agreement, without the prior written consent of the other Party
disclosing such information. Each Party shall use their best efforts and take all
appropriate steps to ensure compliance with this clause 13.2 on the part of its
present and future directors, officers and employees, during and after their
term of employment. No Party shall make any public announcement regarding
this Agreement, or the transactions contemplated hereby, without the prior
written consent of the other Parties. The obligation of confidentiality hereunder
shall continue throughout the term of this Agreement and survive its
termination.

13.3. Each Party shall pay its own costs, charges and expenses incurred in connection
with the negotiation, preparation and implementation of this Agreement and
the transactions contemplated hereby.

13.4. The rights of the Parties under this Agreement are cumulative, and may be
exercised as often as the Parties consider appropriate and are in addition to
their respective rights under the Law. The rights of the Parties shall not be
capable of being waived or varied otherwise than by an express waiver or
variation in writing, and, in particular, any failure to exercise or any delay in
exercising any of such rights shall not operate as a waiver or variation of that or
any such other right; any defective or partial exercise of any of such rights shall
not preclude any other exercise of such rights; and negotiation by the Parties or
on behalf of the Parties shall not in any way preclude the Parties from exercising
any such other right or constitute a suspension or any variation of any such
right.

13.5. This Agreement may be amended only by a written instrument, executed by the
Parties to this Agreement.

13.6. If any provision of this Agreement is deemed illegal, invalid or unenforceable,

such illegality, invalidity, or unenforceability shall not affect the legality, validity
and enforceability of any other part of this Agreement, which shall be construed
as if such illegal, invalid or unenforceable provision had not been inserted in this
Agreement, unless the severability of such illegal, invalid or unenforceable part
would destroy the underlying business purposes of this Agreement in which
case the Parties shall negotiate in good faith to substitute such illegal, invalid or
unenforceable provision with a legal, valid and enforceable provision which
carries out the original intent of the Parties.

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 13.7. Unless otherwise provided herein, the Parties agree that this Agreement
expresses all of the agreements, understandings, promises, and covenants
between the Parties, and that it integrates, combines, and supersedes all prior
and contemporaneous negotiations, understandings and agreements regarding
the subject matter hereof, whether valid or binding on any Party, unless
expressed in writing and executed with the same formality as this Agreement.

13.8. This Agreement shall be construed and governed in accordance to the laws of
Bangladesh and the courts of Bangladesh shall have jurisdiction.

13.9. This Agreement shall be executed in as many numbers as there are Parties,
which shall be deemed an original, but all of which together shall constitute one
and the same instrument.

14. DISPUTES

14.1. Any dispute, controversy or claim arising under this Agreement or related
thereto shall, insofar as is possible, be settled amicably by the Parties. The
Parties agree to negotiate in good faith to settle any such disputes within 30
(Thirty) days.

14.2. Any dispute, controversy or claim arising under this Agreement or related
thereto which cannot be amicably settled by the Parties within 30 (Thirty) days
shall be settled by arbitration. The arbitration shall be conducted in Dhaka,
Bangladesh in accordance with the provisions of the Arbitration Act, 2001. The
award rendered by the arbitrator shall be final and binding on the Parties and
may be entered in any court of competent jurisdiction for execution.

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Page 25 of 27
 SCHEDULE IV

IPA CERTIFICATE

To

Sandhani Credit Cooperative Society Limited

16 Motijheel C/A, Dhaka-1000

This Certificate is issued as part of the Conditions Precedent of the Subscription

Agreement dated 22 Nov, 2020 executed between the Issuer, Issuing and Paying Agent
(IPA) and the Subscriber and the IPA hereby confirm, agree and certifies as follows:

1. We hereby confirm that we have a valid Issuing and Paying Agency Agreement
with the Issuer namely Universal Financial Solutions Ltd.

2. We have verified the documents viz., board resolution, RJSC Documents

submitted by the Issuer and certify that the documents are in order. Certified
copies of original documents are held in our custody.

3. We also hereby certify that the signatures of the executants of the attached
Commercial Paper Notes bearing Sl. No. 1-300 dated 22 Nov, 2022 for BDT
1,000,000.00 (Taka Ten Lac) only, each, tally with the specimen signatures filed
by the Issuer.

For and on behalf of the Issuing and Paying Agent

___________________________
(Authorized Signatory/Signatories)

Address:

Date:

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IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN EXECUTED FOR AND ON BEHALF
OF THE PARTIES BY THEIR DULY AUTHORIZED REPRESENTATIVES AS OF THE DAY AND
YEAR FIRST ABOVE WRITTEN.

THE ISSUER

For and on behalf of: In the presence of:

UNIVERSAL FINANCIAL SOLUTIONS LIMITED

___________________ __________________
Name: Name:
Designation: Designation:

THE ISSUING & PAYING AGENT

For and on behalf of: In the presence of:

SANDHANI LIFE FINANCE LIMITED

___________________
Name: Muhammad Nazrul Islam FCMA __________________
Designation: Managing Director & CEO Name:
Designation:

THE SUBSCRIBER

XYZ In the presence of:

___________________
Signature __________________
Name:
Designation:

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