Memorandum of Agreement 1

MEMORANDUM OF AGREEMENT

entered into by and between

ISLAM NAZRUL
(hereinafter referred to as “the Seller”)

and
MUHAMMAD MOSTAFA MIAH
(hereinafter referred to as “the Purchaser”)

WHEREAS the Seller is the owner of a business known as PARYS HAMPER SHOP,
with main place of business at (hereinafter referred to as “the
business”);

AND WHERAS the Seller desires to sell the business to the Purchaser and the
Purchaser desires to purchase the business as a going concern;

NOW THEREFORE the parties agree as follows:

1. INTERPRETATION

1.1 In this agreement –

 Clause headings are for convenience and are not to be used in its interpretation;
 Unless the context indicates a contrary intention, an expression which denotes –
 Any gender includes the other gender
 A natural person includes a juristic person and vice versa
 The singular includes the plural and vice versa
1.2 In this agreement the following expressions bear the meaning assigned to them
below –
 Memorandum of Agreement 2

(a) ‘’accounts receivable” means the claims of the Seller against all persons who
are indebted to the Seller on the effective date relating to the business and
includes all claims which the Seller has against sureties and all bank
balances and deposits; relating to the business;
(b) “business” means the business carried on by the Seller as a going concern
as at the effective date, and includes the business assets and liabilities;
(c) “business assets” means all the assets of the Seller used in or in connection
with the business, comprising –
 accounts receivable
 the business name, i.e. “PARYS HAMPER SHOP”
 contracts in favour of the business
 the goodwill atttaching to the business
 the equipment
 the stock as per stock take
(d) “effective date” means 30 June 2019;
(e) “equipment” means the goods as stipulated in Annexure “A” hereto;
(f) “liabilities” means all liabilities of whatsoever nature or kind of the Seller
arising from the conduct of the business as at the effective date and which
arose prior to the effective date;
(g) “Purchaser” means; Muhammad Mostafa Miah
(h) “Purchase price” means R150 000-00;
(i) “Seller” means Islam Nazrul;
(j) “Signature date” means the date of signature of this agreement by the party
last signing;
(k) “Stock” means the stock in trade of the Seller on the effective date.

2. RECITAL

2.1 The Seller is the owner of a grocery shop business known as Parys Hamper
Shop and the Purchaser wishes to purchase the business, as a going concern,
from the Seller.

2.2 The parties wish to record in writing the terms and conditions upon which the
Seller will sell the business to the Purchaser as a going concern.
 Memorandum of Agreement 3

3. SALE

3.1 The Seller hereby sells to the Purchaser who hereby purchases the business,
with effect from the effective date being 30 June 2019, as a going concern.

3.2 Possession and control of the business will be given to the Purchaser on the
effective date, from which date they will be at the sole risk, loss or profit of the
Purchaser.

4. PURCHASE PRICE

4.1 The purchase price is payable by the Purchaser to the Seller as follows –

4.2 The sum of R150 000-00 (One hundred and Fifty thousand rand) by way of a
cash deposit by 30 June 2019;

4.3 Should the payments not be made on due date, then the balance of the purchase
price will attract interest at 10 % per annum, calculated from the date of the first
non-payment, until date of final payment;

4.4 Should payment referred to in clause 4.1 not be made on due date, then the
whole of the balance of the purchase price will become immediately owing and
payable by the Purchaser to the Seller, at the choice of the Seller.

5. STOCKTAKING

5.1 On the effective date the parties will cause a stocktaking to be commenced and
to be continued of the stock of the business in accordance with the following
provisions –

5.1.1 each of the parties will be entitled to be present or represented at the stocktaking;
5.1.2 after the stocktaking has been completed, a schedule reflecting stock will be
prepared and initialed by the parties.
 Memorandum of Agreement 4

5.2 Upon completion of the schedule referred to in clause 5.1.2, the parties will agree
on the value of the stock..

6. RESTRAINT

6.1 The Seller, in order to protect the goodwill of the business and the interest of the
Purchaser in the goodwill of the business, agrees and undertakes in favour of the
Purchaser and the business that she will not within five kilometers and for a period of
three years after the effective date, either as principal, agent, partner, representative,
shareholder, director, employee, consultant, advisor, financier or in another like or
similar capacity, directly or indirectly be associated or concerned with, interested in
or engaged in any firm, business, company or other association of persons which
carries on a business or activity similar to the business carried on by the Seller on
the effective date, or any new but similar business established by the Purchaser after
the effective date.

6.2 The Seller agrees that the restraint imposed upon it in terms of this clause is
reasonable as to the subject matter and duration and is reasonably necessary in
order to preserve and protect the goodwill of the business.

7. BREACH

7.1 Should either party commit a material breach of this agreement and fail to remedy
such breach within three days from receiving written notice requiring the breach to be
remedied, then the party giving the notice shall be entitled, at its option, either to
cancel this agreement and claim damages or to claim specific performance of all the
defaulting party’s obligations, together with damages, if any, whether or not such
obligations have fallen due to performance.

8. WHOLE AGREEMENT

8.1 This agreement constitutes the whole of the agreement between the parties relating
to the subject matter thereof, and no amendment, alteration, addition, variation or
 Memorandum of Agreement 5

consensual cancellation will be of any force or effect unless reduced to writing and
signed by the parties.

8.2 The parties agree that no other terms or conditions, whether oral or written, and
whether express or implied, apply.

9. WAIVER

9.1 No waiver of any of the terms and conditions of this agreement will be binding for any
purpose unless expressed in writing and signed by the parties giving the same, and
such waiver will be effected only in the specific instance and for the purposes given.
No failure or delay on the part of either party in exercising any right, power or
privilege will operate as a waiver, nor will any single or partial exercise of any right,
power or privilege preclude any other or further exercise thereof or the exercise of
any other right, power or privilege.

10. NOTICES AND DOMICILIA

10.1 The parties select as their respective domicilia citandi et executandi for the
purposes of legal proceedings and for the purposes of giving or sending any notice
provided for or necessary in terms of this agreement, the following addresses –

Seller: Street, Parys, 9585

Purchaser: Street, Parys, 9585

or such other address or telefax number as may be substituted by notice given

as required. Each of the parties will be entitled from time to time to vary its
domicilium by written notice to the other to any other address within the Republic
of South Africa which is not a post office box or poste restante.

10.2 Any notice addressed to a party at its physical or postal address will be sent by
prepaid registered post, or delivery by hand, or sent by telefax.

THUS DONE AND SIGNED BY THE SELLER AT

 Memorandum of Agreement 6

ON THIS THE DAY OF

AS WITNESSES:

1. __________________________ _______________________

2. __________________________

THUS DONE AND SIGNED BY THE PURCHASER AT

ON THIS THE DAY OF

AS WITNESSES:

1. __________________________ _______________________

2. __________________________