LEASE AGREEMENT

This LEASE AGREEMENT (“LEASE”) is made and entered into on this the 2nd day of April, 20230

BETWEEN

T.K. Oil Refinery Limited, incorporated under the relevant laws of Bangladesh, having its registered office
at T. K. Bhaban, 13, Karwan Bazar, Dhaka-1215, Bangladesh, represented by its Chairman, Mrs. Laila
Bilkis, hereinafter referred to as the LESSOR, which expression shall, unless excluded by or repugnant to the
context, mean and include its successors, executors, administrators, representatives and assignees on the ONE
PART.

AND
T.K. Shares & Securities Oil Refinery Limited, incorporated under the relevant laws of Bangladesh, having its
registered office at 83, Khatungonj, Chattogram, Bangladesh, represented by its Managing DirectorChairman,
Mohammad Mustafa Haider, hereinafter referred to as the LESSEE, which expression shall, unless excluded by
or repugnant to the context, mean and include its successors, executors, administrators, nominees, representatives
and assignees on the OTHER PART.

(The lessee and the lessor are hereinafter, where appropriate, individually referred to as “Party” and collectively as
“Parties”)

WHEREAS, the LESSOR is the absolute owner of the land in possession and has proper entitlement of space
comprising of actual measurement that includes but not limited to the boundaries wall/ aluminum/ glass frame total
of 7196,652 sft. (a) 6,469 sft. space at West Side of 10th Floor (b) 183 sft. space at the South-West corner of semi-
basement the East8th (hereinafter referred to as “The Demised Premises”) of the Commercial building
commonly known as T. K. Bhaban, 13, Karwan Bazar, Dhaka-1215, BangladeshASA Tower located at 23/3, Bir
Uttam A.N.M. Nuruzzaman Sarak, Shyamoli, Dhaka-1207 (Old 23/3 and 23/14, Block-B, Khilji Road, Shyamoli,
Dhaka-1207) Bangladesh, (“The Building”).

AND WHEREAS, the LESSEE is desirous of taking lease the vacant floor spaces of the Demised Premises from
the LESSOR, for exclusively setting up its office purposes.

AND WHEREAS, the LESSOR have agreed to lease out the said Demised Premises together with the fixtures and
fittings uponfittings upon terms and conditions hereinafter appearing.

NOW THIS LEASE AGREEMENT WITNESSETH AS FOLLOWS:

1. SCOPE OF LEASE
1.1. The LESSOR has agreed to lease out and the LESSEE has agreed to take on LEASE the Demised
Premises, together with the fixtures and fittings with the use and enjoyment by the LESSEE and their
officers, employees, agents and guests in the Building of all common entrances, staircases, landings,
passages, accesses, common drive ways, lifts, fire exits and other conveniences appurtenant to the
Demised Premises together with the exclusive use for the LESSEE of the Demised Premises 7196,469
sft. space at the South-West side of semi-basement West Side of 10th Floor and 183 sft. space at the

Continued
 East Side of 8th Floor ffor the period from 2nd day of April, 20231st November0 to 31st March, October
2025 (hereinafter called Lease Period) in consideration of rent and other payments to be paid by the
lessee to the lessor as detailed hereunder this Agreement, unless otherwise terminated earlier as
provided in the agreement.
1.2. The initial agreed Lease Period is for 35 (threeFive) years and which may be further renewed on mutual
agreement between the parties in writing. The LESSEE shall request the LESSOR for renewal of
LEASE deed in writing 3 (Three) months prior to the expiry of Lease Period which may mutually be
extended for further tenure as may be agreed between the parties in writing.

2. RENT OF DEMISED PREMISES

2.1. The description of rent for lease of the demised premises along with general cleaning around the
demised premises, central security and maintenance of common areas are as follows:

Sl. Floor Space Rate Per sft. Rent Per

No. Location (sft.) (Per Month) Month (Tk.)
Semi-basement (South-West
1 6,469719 3040.00/- 21,5702,58,760/-
side)
2 8th Floor (East side) 183 40.00/- 7,320/-
Sub Total 6,652 40.00/- 2,66,080/-

2.2. The LESSEE shall also be entitled for uninterrupted power and water supply of the demised premises
at all times of the year. During load shedding 1x AC, required number of computers and lighting may
run subject to serviceability of Generators.

3. PAYMENT OF RENT
3.1. The LESSEE shall pay rent to the LESSOR for the usage of the Demised Premises throughout 24
hours for 365 days a year. The rent for the floor (described in 2.1) will be at the rate of Tk. 30.00/- per
sft.

3.2. The rent of the Demised Premises shall be paid on monthly basis and all payment shall be made within
first 07 (seven) working days of the month through crossed cheque/pay order in favor of
LESSOR‘ASA’. Govt. duties like VAT will be paid by LESSEE and Tax will be deducted by
LESSEE as per Govt. rules. Copy of tax challan in this respect shall be provided to LESSOR. If
any other fees/charges be imposed in future by the Govt. due to the usage of the demised premises will
also be borne by LESSEE.
4. SIGNAGE
4.1 The LESSEE shall put-up office signboards and display decorations in the specified space for the office
purpose at their own cost having prior permission of the LESSOR. The LESSEE shall take all
necessary initiatives for arranging permission from the Dhaka City Corporation and the relevant city
corporation taxes/charges (if any) will also be paid by the LESSEE.

4.2 The LESSEE shall be entitled at his own cost and expenses to erect and maintain its Logo on the
Demised Premises, where size and side will be specified by the LESSOR after mutual discussion

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 between the Parties. But, the LESSEE shall not use any other place in the Building for this purpose
without obtaining written permission from the LESSOR.

5. COVENANTS BY LESSOR

5.1 In case of any breach of any of the terms and conditions of this LEASE by the LESSEE or of any
misconduct or for action prejudicial to the administration of LESSOR‘ASA’ by the LESSEE, the
LESSOR shall give a written notice for the rectification of the same and Parties shall use their best
efforts to resolve amicably any disputes arising out of or in connection with this LEASE or its
interpretation between the Parties. Any dispute between the parties under this LEASE, shall be settled
amicably by correspondence or by mutual discussion within 60 (sixty) days after receipt by one Party
of the other Party’s request for amicable settlement.

5.2 The LESSOR reserves the right to enter into the Demised Premises in case of any emergency including
but not limited to like fire/accident at any time to ensure safety and security of the premises and articles
therein even in the absence of the LESSEE or his representative with prior consent of the LESSEE.

5.3 The LESSOR reserves the right to inspect the Demised Premises during office hours with 24 hours
prior written notice to the LESSEE for routine inspection.

5.4 The LESSOR shall not interfere with peaceful possession and enjoyment of the Demised Premises and
the appurtenances thereof by the LESSEE without any restriction of its usage during the tenure of this
LEASE and peaceful vacant possession of the Demised Premises will be given to the LESSEE.

5.5 The Lessor shall be responsible for any fines and penalty imposed on it arising from any non-
compliance with the laws and regulations of Bangladesh by the lessor and Lessee shall not be held
responsible to his end except for any gross negligence of willful misconduct on the part of the
LEESSEE.

5.6 The Lessor, notwithstanding any provision herein, shall not during the continuance of this agreement
sell, lease exchange or transfer the Demised Premises without prior written consent of the Lessee.

6 COVENANTS BY LESSEE

6.1 The LESSEE shall use the Demised Premises for his own bonafide purpose for which LEASE has been
granted and it shall not use the Demised Premises for any other purpose and change the nomenclature
of the office except with the written permission of the LESSOR. The LESSEE shall not deal in any
business, which is otherwise prohibited under laws/rules of the Govt./local bodies.

6.2 On the expiry of the Demised Period of the LESSEE shall usually deliver vacant possession of the
Demised Premises to the LESSOR.

6.3 The LESSEE shall not at any time during the tenure of stay without the consent in writing of the
LESSOR pull down or put up any structural erection/ alterations in the Demised Premises, provided
always that the LESSEE shall be liable for the purpose of fixing, erecting in or upon the Demised
Premises removable fixtures, fittings and partitions at Demised Premises subject to restoration at the

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 time of expiration or earlier determination of this LEASE to the state as it were, before such additions
were made by the LESSEE. Use of bricks or making any structure with bricks inside the Demised
Premises is restricted subject to prior permission of the LESSOR.

6.4 The LESSEE shall not assign this LEASE or TENANCY or SUB-LET or PART with possession of the
Demised Premises or part thereof except without the consent of the LESSOR in writing. Nor shall the
LESSEE use the Demised Premises in a manner that will cause nuisance, nor shall carry or store any
combustible, inflammable or offensive material to store in or about the Demised Premises.
6.5 The LESSEE or his employee shall not cause annoyance or inconvenience to the immediate and
adjacent neighbors and will not create any obstruction or hindrance to any part of the common passage,
place of common use or emergency exit stairs case by their acts or deeds. Be it stipulated that the
LESSEE shall not use the exterior of the rented premises in any manner without prior permission of the
LESSOR.

6.6 The LESSEE is not allowed to form any society/organization in ASA Tower.
6.7 The stamp duties, documentation charges, all connection fees/ charges, incidental charges etc. shall be
borne by the tenant LESSEE if any.

6.8 It is agreed between the parties that the LESSEE shall be entitled to install fixtures, fittings and
equipment and the same shall remain the property of the LESSEE and the LESSEE shall have the right
to remove the same at any time; provided that at the time of vacation of the rented Demised Premises
the LESSEE shall restore the rented Demised Premises in its original condition from any such
installation or removal thereof, with a view to restoring the same as early as may be possible to the
condition in which it was at the time the rented Demised Premises was first leased out to the LESSEE.

7 JOINT COVENANTS
7.1 If in case the Demised Premises or any part thereof shall at any time during the Lease Period be
destroyed or damaged or rendered unfit for the purposes (such as earthquake, storm, fire or other
irresistible forces etc) not caused by the act or default of LESSEE, its agents and servants so as to be
unfit for the purpose for which it is demised, this LEASE shall at the option of either Party may
terminate. But if the fire occurs because of the negligence of the LESSEE if so determined by a neutral
third party expert engaged by the LESSOR and LESSEE, LESSEE shall indemnify the LESSOR by
payment of cost and damages incurred to restore the Demised Premises to previous condition.

7.2 That the LESSEE hereby agrees that LESSOR shall not be liable for any loss or damage to the Lessee’s
business or any loss of income there from or for damage to the goods/wares/merchandise or other
property of LESSEE, Lessee’s employees, clients, agents, invitees guests, contractors or customers or
any other person in or about the premises except such loss or damage is caused by the act or default of
the Lessor or any loss or damage consequential to acts and omissions of the person under the control of
Lessor.

7.3 The LESSEE shall indemnify and hold LESSOR harmless from and against any and all claims arising
from LESSEE’s use of the premises, or the conduct of LESSEE’s business, or from any activity, work
or thing done, or permitted by the LESSEE in the premises. Each party shall further indemnify, defend
and hold the other party harmless from and against any and all claims arising from any breach or
default arising out of its breach of this agreement, and/or arising from any negligence or willful

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 misconduct of the indemnifying party, his employees, clients, agents, contractors, invitees and guests
during the Lease period.

7.4 LESSOR shall not be liable for any injury to the person of LESSEE, LESSEE’s employees, agents,
invitees, contractors, or any other person in or about the premises whether such damage or injury is
caused by or result from fire, electricity, gas, water or rain or, from breakage, leakage, obstruction or
other defects of pipes, wires, appliances, plumbing, air-conditioning or lighting, fixtures, or from any
other cause, except where such damage or injury is caused by LESSOR’s gross negligence or willful
misconduct.

7.5 If the Demised Premises are totally damaged or rendered wholly un-tenantable by fire or other cause
notcause not caused by Lessor or any person under the control of Lessor and if the LESSOR decides
not to restore or not to re-build the same or the Building shall be so damaged as to be beyond repair
then the LESSOR or the LESSEE may choose to terminate the lease by giving written notice under 1.4
to the other party to the same effect. Upon such termination the LESSEE’s liability for rent shall cease
as of the day whenday when the casualty or cause of action occurs.

7.6 Each of the parties will be liable for any damage and loss resulting from its failure or negligence to
perform its specific rules in accordance with terms and conditions of the Agreement.

8 TERMINATION
8.1 Any party may terminate this agreement at any time without cause upon sixty (60) days’ prior written
notice to other party. Provided that the parties shall not be entitled to terminate this agreement without
cause during the first [1] ([one]) year following the date of execution of this agreement.

8.2 Each party may entitle to terminate this agreement at any time upon giving sixty (60) days prior written
notice through registered post or certified mail to the other party where:
8.2.1 Any breach, failure or omission by any party to comply with any of the terms and conditions
of this Agreement.
8.2.2 Any act or omission of any party that directly or indirectly affects the other party’s ability to
meets its obligation under this agreement.

9 NOTICE
Any notice required to be given or served under these presents circumstances shall be deemed to be
sufficiently served on the LESSOR if forwarded by registered post and certified mail to its address stated
above and a notice so sent shall be deemed to have been given at the time when it ought to be in due course
of post be delivered to the address to which it is sent.

10 ARBITRATION
Any dispute or difference whatsoever arising between the Parties out of or in connection with or incidental to
this Agreement including the operation or interpretation of this Agreement shall be solved amicably by
mutual discussions between the Parties. In the event of failure to solve any such disputes within 60 days from
the date of notice of such dispute the matter shall be referred to arbitration in accordance with the provisions
of the Arbitration Act, 2001 of Bangladesh.

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11 GOVERNING LAW AND AMENDMENT
This LEASE is subject to the laws of Bangladesh and the courts of Bangladesh shall have exclusive
jurisdiction to resolve any dispute arising hereunder. This agreement may at any time be amended by mutual
consent in writing between the Parties hereto and such amendment shall be treated as one of the integral parts
to this original Lease Agreement.

12 MISCELLANEOUS
12.1 This Agreement cancel and supersedes any previous agreements, may be amended or modified
and compliance with terms and conditions hereof only by means of written instrument signed by or
on behalf of both the parties here to.

12.2 This Agreement shall be binding upon and inured to the benefit of the parties hereto and their
respective successors and assignees provided that no party may assign any of its rights or obligation
hereunder without the consent of other party in writing.

In WITNESS whereof and in confirmation and ratification of all the terms and conditions as set forth above both
the Parties, the LESSOR and the LESSEE do hereby have put their respective signature hereunder on this day,
month and year as written above.

This LEASE AGREEMENT has been written in appropriate NON-JUDICIAL STAMPS and the following
witnesses signed in whose presence the executors executed the LEASE deed. This LEASE has been executed in 2
(two) ORIGINAL copies and each Party shall retain one original copy for their records.

For & on behalf of For & on behalf of

ASAT.K. Oil Refinery Limited T.K. Securities Limited I Management Services Limited

----------------------------- -----------------------------
Mrs. Laila Bilkis Md. Abul Kalam Motaleb Bhuiyan
ChairmanSr. Consultant Managing DirectorHead of HR
T.K. Oil Refinery Limited T.K. Securities Limited

.............................................................. .......................................................................
SIGNED BY LESSOR WITH FULL SIGNED & DELIVERED BY THE SAID
NAME & DESIGNATION LESSEE WITH FULL NAME & DESIGNATION

SIGNATURE OF THE WITNESSESWITNESS:WITNESS:

1. 3.
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Name: ………........... Name: ………...........
Adress: ……….......... Adress: ………..........

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 2. 4.
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Name: ………........... Name: ………...........
Adress: ……….......... Adress: ………..........

1. Humayun Kabir 1. Gazi Mazharul Hannan

Jr. AD (Tower Admin) Assistant Director-HR

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