Memorandum of Understanding

TMIRCO

MEMORANDUM OF UNDERSTANDING BY AND AMONG CUSTOMER NAME & TARIQ MIR & CO CHAERTERED ACCOUNTANTS

Prepared by;

TMIRCO CHARTERED ACCOUNTANTS 111-CCA, 2nd Floor, Phase 4 Commercial Area Defense Housing Authority, Lahore, Pakistan Phone:+92-42-5735158, fax: +92-42-5891025 www.tmirco.com Tuesday, July 12, 2011

Tariq Mir & Co

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Memorandum of Understanding

TMIRCO

This Memorandum of Understanding is made and entered into effective as of this _________ day of ____________ 2011, by and among (CUSTOMER NAME) through its Chief Executive Mr ______________________ & M/S TMIRCO CHARTERED ACCOUNTANTS. Both entities are referred to herein as a Party and collectively, as the Parties). This Memorandum of Understanding sets forth certain understandings and agreements with respect to the services required to be performed by TMIRCO to evaluate the acquisition of _______________ by (CUSTOMER NAME). Except as otherwise provided below, the terms and conditions of this Memorandum of Understanding are non-binding. Recitals WHEREAS, (CUSTOMER NAME) intends to acquire the all tangible property, including but not limited to including land; building, furniture, fixtures, machinery, equipment, tools, escalators, elevators, generator and other assets located at ______________________ and the following intangible property: all rights, title and interests of Seller, telephone numbers and telephone listings, insurance policies, customer lists, goodwill and other intangible property related to the Business and is located at the Premises on the Closing Date; but excluding all other assets of Seller and specifically excluding: (i) cash; (ii) any accounting related books and records, whether written or electronically recorded; (iii) causes of action not related to the Purchased Assets; WHEREAS, (CUSTOMER NAME) have engaged TMIRCO to prepare a due diligence report in order to understand the contracts, litigation, finances and various other business affairs of ______________________. The goal of this effort is to reveal any potentially damaging information regarding the business to be purchased as soon as possible. on the said asset purchase and evaluate the financial feasibility of the transaction. WHEREAS, this Agreement is intended to set forth the mutual understanding of the Parties in regard to the scope of the engagement for the acquisition of ______________________ by (CUSTOMER NAME). Agreement NOW, THEREFORE, in consideration of the mutual intents and covenants contained herein and stated consideration, the Parties agree to the following scope of work to be performed by TMIRCO as a part of the due diligence process of ______________________, Lahore. Inspection of the following documents, records and information for execution of the due diligence. 1. Corporate & Tax Matters: a. Incorporation Documents, Articles and Memorandum and related documents. b. Corporate registers, minute books and share transfer records of the Company. c. Federal and provincial tax returns and related reports of the Company including: i. income tax returns, ii. audit reports of taxing authorities including descriptions of any open issues, iii. property tax bills and payment records, iv. franchise, license, capital stock, and similar tax reports, and v. any other material documents. d. Agreements and arrangements between the Company and any affiliate of the Company, including: i. share subscription agreements,
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Memorandum of Understanding

TMIRCO

e. f. g. 2. a.

ii. loans, line of credit or other financing arrangements, iii. tax sharing agreements or arrangements, iv. overhead allocation agreements or arrangements, v. management services or personnel loan agreements or arrangements, vi. guarantees or keep-well arrangements for the benefit of creditors or other third parties, vii. any other relevant agreements. Shareholder agreements relating to shares of the Company or shares owned by the Company. Documents imposing restrictions or conditions on the sale of company assets. Third-party or governmental restrictions on sale of the property. FINANCIAL RECORDS AND INFORMATION Financial statements, including: i. audited financial statements for relevant periods consisting, in each case, of at least a balance sheet and income statement, ii. interim unaudited financial statements for periods after the latest audited statements, and iii. management accounts of the business unit and related working papers. Bank accounts and depositary arrangements. Credit agreements and credit instruments including loan agreements, notes, debentures and bonds, and files relating thereto. Performance and financial bonds. Letters of credit. Instruments or arrangements creating liens, encumbrances, mortgages, or other charges on the property of the Company. Receivables analysis including aging, turnover and bad debt experience. MANAGEMENT AND OPERATIONS Internal management reports and memoranda. Policy and procedures manuals including those concerning personnel policy, internal controls and legal and regulatory compliance. Budgets, financial projections, business plans and capital expenditure plans. Contracts and arrangements for supplies or services, including the following which were entered into or under which work was done during the past 3 years: i. contracts for the sale or purchase of real estate, ii. contracts for the purchase or sale of materials, equipment or other property or fixtures, iii. contracts or other arrangements for legal, accounting, consulting, brokerage, banking or other services, and iv. construction and engineering contracts or subcontracts. Proprietary information and documents, including: i. patents and patent applications, ii. copyrights, iii. trademarks, service marks, logos and trade or assumed names, iv. confidentiality agreements relating to any of the foregoing. Partnership or joint venture agreements to which the Company is a party and any other arrangements with third parties concerning the management or operation of its properties, facilities or investments of the Company. Reports to management, board of directors or shareholders. Closing documentation and related files for each prior sale of Company shares and each material asset purchase or sale by the Company during the past 3 years. Leases, deeds and related instruments, including without limitation, office premises leases, equipment or vehicle leases, and any such instruments held indirectly through joint ventures, partnerships, subsidiaries or otherwise. Agreements or arrangements granting rights of first refusal or other preferential purchase rights to any property of the Company. Other material agreements or arrangements.
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b. c. d. e. f. g. 3. a. b. c. d.

e.

f. g. h. i. j. k.
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Memorandum of Understanding

TMIRCO

4. a. b. c.

d. e.

EMPLOYEE MATTERS Corporate policies concerning hiring, compensation, advancement and termination. Labor contracts together with a list of all labor unions that have represented or attempted to represent employees of the Company during the past years. Agreements with individual employees, including: i. executive employment agreements, ii. bonus, profit-sharing and similar arrangements, iii. post-employment agreements including "salary continuation" and "golden hand shake" arrangements, Names of any officers or key employees who have left the Company during the past years. Each of the following which the Company maintains or contributes to, together with filings & approvals with the FBR, i. Defined benefit plans, iii. Defined contribution plans including: 1. pension plans, 2. profit-sharing plans, 3. share bonus plans, 4. employee share ownership plans, and 5. savings or thrift plans, iv. Health and welfare plans, including: 1. medical, surgical, hospital or other health care plans or insurance programs, 2. dental plans, 3. short-term disability or sick pay plans or arrangements, 4. long-term disability insurance or uninsured arrangements, 5. group term or other life or accident insurance, 6. unemployment or vacation benefit plans, and 7. other welfare plans, v. Nonqualified deferred compensation arrangements including: 1. director or officer deferred fee plans, 2. excess benefit plans (providing benefits in excess of FBR guidelines), and 3. severance pay plans, vi. Incentive or bonus plans including: 1. share option plans, 2. share bonus plans, 3. share purchase plans, and 4. cash bonus or incentive plans. INSURANCE Insurance policies including those covering: i. fire, ii. liability, iii. casualty, iv. life, v. title, vi. workers' compensation, vii. directors' and officers' liability, and viii. any other insured events or matters. Claim and loss histories, correspondence with insurance carriers and names of all insurance representatives relating to the foregoing.

5. a.

b.

6. EQUIPMENT INSTALLATION AND OTHER PROPERTY a. List of equipment, installation and other assets available at the property, leased or in the process of being acquired or sold by the Company, with the cost and book value of each item.
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Memorandum of Understanding

TMIRCO

b. Real estate, equipment and other personal property leases and conditional sale agreements. c. Information relating to title on all property listed in the items above, including motor vehicle title documents. d. Appraisals of the above to assess the current condition, location and useful life of the foregoing. 7. GOVERNMENTAL REGULATION a. Licenses, permits, filings or authorizations obtained from, made with or required by any governmental entity. b. Correspondence with any governmental regulatory authority. c. other related documents confirming legal title and ownership. 8. LITIGATION AND CLAIMS a. Pending or threatened litigation, regulatory investigations, governmental actions, arbitrations, or notices of violation or possible violation, including proceedings in which the Company is a plaintiff or claimant, and the names and addresses of legal counsel advising or representing the Company in each matter. b. Files and records relating to the foregoing including opinions and evaluations. 9. NO VIOLATION. Each Party represents to the other Parties that, as of the effective date of this Memorandum of Understanding, it is not bound under any binding or enforceable contract or agreement with any third party concerning the ______________________ acquisition, and this Memorandum of Understanding, and the transactions contemplated hereby, will not violate any contract, agreement or commitment currently binding on such Party. 10. NON-DISCLOSURE. Except as and to the extent required by applicable law, regulation or legal process, without the prior written consent of the other Parties, no party shall, and shall direct its representatives that they shall not, directly or indirectly, make any public comment, statement, or communication with respect to, or otherwise disclose or permit the disclosure of, the existence of discussions regarding this Memorandum of Understanding or any of the terms, conditions, or other aspects of the project proposed in this Memorandum of Understanding. If either party is required by applicable law, regulation or legal process to make any such disclosure, it shall as far in advance as is practicable, provide to the other Party the content of the proposed disclosure, the reason that such disclosure is required, and the time and place that the disclosure will be made. 11. FEES AND EXPENSES. TMIRCO will charge 2.5% as fee for professional services of the total purchase value payable by (CUSTOMER NAME) to ____________________for the acquisition of ______________________ Lahore. On the date of this Memorandum of Understanding, (CUSTOMER NAME) will pay PKR ___________ as advance payment to TMIRCO, which will be adjusted from the final payment. Other costs including costs of building survey, technical evaluation of HVAC, electric installations and equipment payable to third party consultants will be agreed and billed separately. Out-of-pocket expenses, if any, incurred in connection with the execution of this Memorandum of Understanding will be reimbursed to TMIRCO. 12. ENTIRE AGREEMENT. This Memorandum of Understanding constitutes the entire agreement among the Parties, superseding all prior oral or written agreements, understandings, representations and warranties, and courses of conduct and dealing regarding the subject matter hereof. Except as otherwise provided herein, the provisions of this Memorandum of Understanding may be amended, modified or waived only by a writing executed by each Party hereto.
Tariq Mir & Co Confidential

Memorandum of Understanding

TMIRCO

13. GOVERNING LAW. This Memorandum of Understanding shall be governed in all respects by, and be construed in accordance with, the laws of the Islamic Republic of Pakistan. 11. TERMINATION. This Memorandum of Understanding may be terminated: (i) by mutual written consent of both Parties hereto IN WITNESS WHEREOF, the Parties have executed this Memorandum of Understanding to become effective as of the date first written above. (CUSTOMER NAME) By: __________________________________ Title: ________________________________

TMIRCO CHARTERED ACCOUNTANTS By: __________________________________ Title: ________________________________

Tariq Mir & Co

Confidential