TRUST DEED

relating to issuance of
Non-convertible, Unsecured, Guaranteed and Fully-Redeemable Coupon Bonds

PRAN AGRO LIMITED

(As Issuer and settlor)

And

GREEN DELTA CAPITAL LIMITED

(As Bond Trustee)

Dated __________________

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 TRUST DEED

THIS TRUST DEED (THIS "TRUST DEED") IS MADE IN DHAKA AND

ENTERED INTO ON THE _____ DAY OF __________, 2020 OF THE
CHRISTIAN ERA.

BETWEEN

PRAN AGRO LIMITED, a company with limited liability incorporated under the
Companies Act, 1994 having its registered office at PRAN-RFL Centre, 105 Madhya
Badda, Dhaka 1212 and registration No. [•]; (the "Issuer" and the "Settlor" which
expression shall, unless it is repugnant to the context or meaning thereof, its
successors in interest, legal representatives, administrators and assigns);

AND

GREEN DELTA CAPITAL LIMITED, a company with limited liability

incorporated under the Companies Act, 1994 and having its corporate head office at
Green Delta Aims Tower (3rd Floor), 51-52, Mohakhali C/A Dhaka 1212,
Bangladesh; (the "Bond Trustee" or “Trustee”, which expression shall, unless it is
repugnant to the context or meaning thereof, its successors in interest, legal
representatives, administrators and assigns).

WHEREAS

(a) The Issuer is engaged in the business of manufacturing and marketing of

agricultural products in Bangladesh and abroad.

(b) The Issuer has pursuant to resolutions of the Board of Directors of the Issuer
made at a meeting held on [•] authorised the creation and issue up to BDT
2,100,000,000 (Two Billion One Hundred Million) only in aggregate principal
amount of Non-convertible, Unsecured, Guaranteed, Fully-Redeemable

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 Coupon Bonds in dematerialised form due on 2028 (the "Bonds") to be
constituted in relation to this Trust Deed.

(c) The proceeds of the Bonds shall be utilised by the Issuer for establishment of a
new factory at [•] by way of procuring and installation of machinery and fixed
assets and construction of building of its factory at [•] (the Project).

(d) The Issuer has decided that the Bonds will be subscribed by the Investors
through private placement and for the private placement of the Bonds Issuer
has entered or agreed to enter into an agreement with the Investors for
subscription of the Bonds (the Subscription Agreement) on or about the date
of this Trust Deed.

(e) Guarantor (as defined below) has agreed to issue guarantee in favor of the
Trustee for the benefit of the Bondholders (as defined below) on behalf of the
Issuer for repayment of the Bonds and Coupon on the due date;

(f) The Bangladesh Securities and Exchange Commission (the "BSEC") has duly
consented to the Issuer for issuing the Bonds, through consent letter vide
reference ______ ________________ dated _________________.

(g) The Issuer has entered into an agreement with the CDBL on [●] for
dematerialisation, holding and trading of Bonds.

(h) The Issuer as Settlor has decided to create a trust for the said Bonds and the
Bondholders shall be beneficiary of the said trust and the said trust shall be
known as the “PRAN Agro Limited Unsecured Guaranteed Bond Trust”.

(i) The Issuer has decided to appoint GREEN DELTA CAPITAL LIMITED as
Trustee in respect of the Bonds under which the Trustee will hold the benefit of
the covenants made by the Issuer on trust for the benefit of the Bondholders;
and provide evidence for proper utilization and repayment/redemption of the
issue. The Trustee has agreed to act and perform by accepting the trust declared
by the Issuer as Settlor in accordance with the Trusts Act, 1882, for the objects
set out hereinafter.

(j) The Bondholders hereby authorize the Trustee to act in the capacity of Trustee
in order to exercise their rights and remedies of the Bondholders in accordance
with this Trust Deed and hereby empowered the Trustee to do such acts and
sign documents as are required to carry out its duties in such capacity and as
detailed in the Bond Documents and also enforce the Guarantee issued by the
Guarantor pursuant to the Deed of Guarantee.

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(k) The Trustee has, at the request of the Issuer, consented to act as Trustee on the
terms and conditions appearing hereinafter and Bangladesh Securities and
Exchange Commission has accorded consent to the Trustee to act as trustee
through its letter dated ___________________.

NOW THIS DEED WITNESSES AND IT IS HEREBY DECLARED AS

FOLLOWS:

1. PURPOSE OF THE ISSUE

The Issuer has been authorized in the meeting of its Board of Directors held on
_________ to issue Bonds in the dematerialized form and subject to the
Conditions up to an amount of BDT 2,100,000,000.00 (Taka Twenty One Hundred
Million) for the Project. The Issuer shall utilize proceeds of the Bonds for the
purpose of the Project.

2. DEFINITION AND INTERPRETATION

2.1. Definition
In this Trust Deed the following expressions have the meanings specified
hereunder.

"Appointee" means any delegate, agent,

nominee, receiver, attorney or
custodian appointed by the
Trustee pursuant to the provisions
of this Trust Deed.

"Arranger" means Riverstone Capital

Limited, a private company
limited by shares registered under
the Companies Act 1994 and
having its registered address at
Lotus Kamal Tower # 2, Level #
13 Plot # 59 & 61, Gulshan South
Avenue, Gulshan - 1, Dhaka
-1212, Bangladesh.

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 "BSEC" means Bangladesh Securities and
Exchange Commission,
constituted under the Bangladesh
Securities and Exchange
Commission Act 1993.

"Conditions" means, the terms and conditions

of the Bonds, substantially in the
form set out in Schedule I (Terms
and Conditions of the Bonds)
hereto.

“Deed of Guarantee” means the deed of guarantee

dated on or about the date of this
Trust Deed executed by the
Guarantor in favour of the
Trustee guaranteeing a maximum
amount of BDT 2,100,000,000

"Engagement Letter" means the engagement letter

dated: March 18, 2020 between
the Issuer and Trustee.

“Guarantee” means the guarantee issued by

the Guarantor securing the
aggregate Issue Price of BDT
2,100,000,000 of the Bonds to be
repaid as per the terms of the
Deed of Guarantee issued in
favour of the Trustee for the
benefit of the Bondholders. For
avoidance of doubt the Guarantee
shall not cover any costs,
expenses and costs of indemnity.

“Guarantor” means GuarantCo Limited a

[public] limited company duly
incorporated under the laws of
Mauritius and having its

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 registered No. [•] and registered
office at [•] and include its
successors and assigns.

"Information Memorandum" means the investment document

of the Issuer containing
information about business,
financial condition, credit rating
and projection of the Issuer’s
business, information about the
Guarantor and the Guarantee and
all the features of the Bonds and
prepared for the prospective
investors allowing them to take
informed decision as to
subscription of the Bonds.

"Liability" means any loss, damage, cost,

charge, claim, demand, expense,
judgment, action, proceeding or
other liability whatsoever
(including, without limitation, in
respect of taxes, duties, levies,
imposts and other charges) and
including any value added tax or
similar tax charged or chargeable
in respect thereof and legal fees
and expenses on a full indemnity
basis;

"Paying Agent" means the paying agent appointed

under the Agency Agreement.

"Redemption Amount" means the amount payable by the

Issuer to the Bondholder(s) in
accordance to the provision of the

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 Conditions for redeeming each
Bond(s).

"Repay" shall include "redeem" and vice

versa and "repaid", "repayable",
"repayment", "redeemed",
"redeemable" and "redemption"
shall be construed accordingly;

“Subsidiary” means any person (referred to as

the "first person") in respect of
which another person (referred to
as the "second person") (a) holds
a majority of the voting rights in
that first person or has the right
under the constitution of the first
person to direct the overall policy
of the first person or alter the
terms of its constitution; or (b) is
a member of that first person and
has the right to appoint or remove
a majority of its board of
directors or equivalent
administration, management or
supervisory body; or (c) has the
right to exercise a dominant
influence (which must include the
right to give directions with
respect to operating and financial
policies of the first person which
its directors are obliged to
comply with whether or not for
its benefit) over the first person
by virtue of provisions contained
in the articles (or equivalent) of
the first person or by virtue of a
control contract which is in

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 writing and is authorised by the
articles (or equivalent) of the first
person and is permitted by the
law under which such first person
is established; or (d) is a member
of that first person and controls
alone, pursuant to an agreement
with other shareholders or
members, a majority of the voting
rights in the first person or the
rights under its constitution to
direct the overall policy of the
first person or alter the terms of
its constitution; or (e) has the
power to exercise, or actually
exercises dominant influence or
control over the first person; or
(f) together with the first person
are managed on a unified basis.

"Trust Deed" means this Trust Deed, and the

Schedules .

2.2. Interpretation
In this Trust Deed, references to:
2.2.1. Statutory modification:
A provision of any statute shall be deemed also to refer to any statutory
modification or re-enactment thereof or any statutory instrument, order
or regulation made there under or under such modification or re-
enactment;

2.2.2. Tax:
Costs, charges or expenses shall include any value added tax or similar
tax charged or chargeable in respect thereof;

2.2.3. Currency:
All references to "BDT" or "Taka" are to the lawful currency of the
People’s Republic of Bangladesh ("Bangladesh") at all times;

2.2.4. Clauses and Schedules:

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 A Schedule or a Clause or sub-clause, paragraph or sub-paragraph is,
unless otherwise stated, to a schedule hereto or a clause or sub-clause,
paragraph or sub-paragraph hereof respectively;

2.2.5. Gender:
Words denoting the masculine gender shall include the feminine
gender also, words denoting individuals shall include companies,
corporations and partnerships and words importing the singular
number only shall include the plural and in each case vice versa;

2.2.6. Continuing:
An Event of Default is "continuing" if it has not been remedied or
waived; and

2.2.7. Agreement:
An agreement or a document includes any agreement or document
executed in accordance with the provisions thereof and expressed to be
supplemental thereto.

2.3. The Conditions

In this Trust Deed, unless the context requires or the same are otherwise
defined, words and expressions defined in the Conditions and not otherwise
defined herein shall have the same meaning in this Trust Deed. In the case of
any conflict or inconsistencies in respect thereof, the Conditions shall prevail.

2.4. Other Bond Documents

Without prejudice to Clause 2.3 (The Conditions) above, except the Deed of
Guarantee, the terms and conditions of this Trust Deed and the Conditions
shall prevail over the Bond Documents, however the terms and conditions of
the Deed of Guarantee shall prevail over the Bond Documents to the extent of
the terms of the Guarantee only.

2.5. Headings
The headings and sub-headings are for ease of reference only and shall not
affect the construction of this Trust Deed.

2.6. The Schedules

The schedules are part of this Trust Deed and shall have effect accordingly.

3. RELATIONSHIP BETWEEN THE PARTIES

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 The Issuer as settlor has agreed to appoint the Trustee as trustee for the Bonds and
the Trustee shall act as trustee for the benefit of the Bondholders as beneficiaries
of the trust, however, subject to the terms and conditions of this Trust Deed.

4. GOVERNING LAW AND DISPUTE RESOLUTION

4.1. Governing Law
This Trust Deed, the Bonds, the Conditions and all non-contractual
obligations arising from, or in connection with, them are governed by and
shall be construed in accordance with laws of Bangladesh.

4.2. Dispute Resolution

Any dispute arising from, or in connection with this Trust Deed, the Bonds
and/or the Conditions (including a dispute relating to non-contractual
obligations arising from or in connection with this Trust Deed, the Bonds
and/or the Conditions, or a dispute regarding the existence, validity or
termination of this Trust Deed, the Bonds and/or the Conditions, or
consequence of their nullity) (“the Dispute”) between the Issuer and the
Trustee, or between the Issuer and the Bondholders, or between the Trustee
and the Bondholders shall be resolved by Arbitration in accordance with the
provision of the Arbitration Act 2001. Each Party shall appoint its arbitrators
and the arbitrators shall appoint the chairman of the arbitral tribunal. The
venue of arbitration shall be in Dhaka, Bangladesh. The language of the
arbitration shall be English. Unless otherwise determined by the arbitral
tribunal, each party to an arbitral proceeding shall bear its respective cost
relating to the arbitration proceeding.

5. DESCRIPTION OF THE TRUST

5.1. Creation of the Trust
The Settlor hereby declares and confirms that it has simultaneously with the
execution of this Trust Deed settled and, does deliver to and make over to the
Trustee an amount of BDT 100,000.00 (Taka One Hundred Thousand)
only (the "Trust Property") TO HAVE AND HOLD the same together with
all additions or accretions thereto UPON the trust and confirms that it will
transfer the said amount, together with all additions or accretions thereto, and
the investments representing the same would be applied and governed by the
terms and conditions of this Trust Deed, and any direction of the Issuer at the
time of creation of the Trust.

5.2. Acceptance of the Trust

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 The Trustee hereby declares and confirms that it shall hold and stand
possessed of the Trust Property UPON trust and subject to the powers,
provisions, agreements and declarations herein contained.

5.3. Name of the Trust

The Trust hereby created shall be called the " PRAN Agro Limited
Unsecured Guaranteed Bond Trust " (herein referred to as the "Trust").
There shall be a seal of the Trust under the name and style of " PRAN Agro
Limited Unsecured Guaranteed Bond Trust " and all acts shall be done
and all books of account of the Trust shall be maintained, kept and operated
under the foregoing name.

5.4. Object and undertakings of the Trust

The Trust has been created with the following objects:
1.1.1 to hold the benefit of the covenants made by the Issuer in this
Trust Deed and the Conditions on trust for the Bondholders;

1.1.2 to hold the Guarantee issued by the Guarantor in favour of the

Trustee for the benefit of the Bondholders pursuant to the Deed of
Guarantee and enforce the said Guarantee at any time after an
Event of Default has occurred and is continuing;

1.1.3 to open such accounts as it deems necessary for discharging the

functions of Trustee;

1.1.4 to keep the money and assets representing the Trust Property
(including enforcement proceeds) and to deposit and withdraw
such moneys and assets as may be required from time to time;

1.1.5 to undertake all such actions for the recoveries of any overdue in
accordance with the provisions of this Trust Deed and to execute
all such documents, deeds and papers and to do all acts in relation
thereto;

1.1.6 to manage and administer the Bonds in accordance with the terms
of this Trust Deed and execute, acknowledge, confirm or endorse
any agreements, documents, deeds, instruments and papers in
connection therewith;

1.1.7 to call any Meeting of the Bondholders in accordance with the

provisions of the Trust Deed and the Bonds and to facilitate the

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 proceedings of such Meeting as it deems appropriate in accordance
with the terms of this Trust Deed;

1.1.8 to implement, give effect to and facilitate the terms and conditions
of the Bonds and such other documents, deeds and agreements in
contemplation thereof;

1.1.9 upon receipt of the instruction of such requisite majority of the

Bondholders in accordance with this Trust Deed, to sell or
otherwise dispose of the Trust Property and close any bank
accounts that may have been opened in pursuance of this Trust
Deed after distribution of amounts standing to their credit; and

1.1.10 to do all such other acts, deeds and things as may be necessary and
incidental to the above objects unless such acts require the prior
consent of the Beneficiaries in accordance with this Trust Deed.

5.5. Registered Address of the Trust

Unless otherwise decided by the Issuer Trustee and the Guarantor, the
registered address of the Trust shall be at [•]. Trustee may change registered
address of the Trust with the consent of the Issuer and Guarantor and prior
notification to the Beneficiaries.

5.6. Beneficiaries
The Trust Property shall be held for the benefit of the Bondholders (the
"Beneficiaries") for distribution in accordance with law.

6. COSTS AND EXPENSES

6.1. Costs and Expenses of the Issue

1.1.11 Expenses to the Issue: All costs and expenses in connection with the
issue of Bonds is on account of the Issuer. Issuer shall reimburse to the
Trustee within 5 (five) Business Days of demand all costs and
expenses incurred by the Trustee at the time of Issue of Bonds.

1.1.12 Value added tax: The Issuer shall in addition pay the amount equal to
the amount of any value added tax or similar tax chargeable in respect
of expenses set out in Clause 6.1.1 (Expenses to the Issue).

6.2. Expenses

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 In addition to the payment of remuneration in accordance with Clause 8.1
(Normal Remuneration) of this Trust Deed, the Issuer shall pay or discharge
all costs, charges and expenses incurred by the Trustee in relation to the
preparation and execution of, the exercise of its powers and the performance
of its duties under, and in any other manner in relation to, this Trust Deed,
including but not limited to reasonably incurred any stamp, issue, registration,
documentary and other taxes or duties paid or payable by the Trustee in
connection with any action taken or contemplated by or on behalf of the
Trustee for enforcing any provision of this Trust Deed, upon the production
of documentary evidence to the satisfaction of the Issuer of the incurrence of
the same.

6.3. Stamp duties

The Issuer will pay all stamp duties, registration fees, and other similar duties
or taxes (if any) payable on (a) the constitution and issue of the Bonds, (b) the
initial delivery of the Bonds, (c) any action taken by the Trustee (or any
Bondholder, where permitted or required under this Trust Deed) to enforce
the provisions of the Bonds or this Trust Deed (d) the execution of this Trust
Deed and (e) the execution of the Guarantee.

6.4. Indemnity to the Trustee

The Issuer shall indemnify the Trustee (a) in respect of all Liabilities and
expenses incurred by the Trustee or by any Appointee or other person
appointed by the Trustee to whom any trust, power, authority or discretion
may be delegated by the Trustee in the execution or purported execution of
the trusts, power, authorities or discretions vested in the Trustee by this Trust
Deed including all costs and expenses arising out of enforcement of Securities
and (b) against all Liabilities, actions, proceedings, costs, claims and demands
in respect of any matter or things done or omitted in any way relating to this
Trust Deed, Provided that the Trustee had exercised reasonable care in the
appointment of such person.

6.5. Indemnities separate

1.1.13 The indemnities in this Trust Deed constitute separate and
independent obligations from the other obligations in this Trust Deed,
will give rise to separate and independent causes of action, will apply
irrespective of any indulgence granted by the Trustee and/or any
Bondholder and will continue in full force and effect despite any
judgment, order, claim or proof for a liquidated amount in respect of
any sum due under this Trust Deed or the Bonds or any other judgment
or order. Any such Liability as referred to in sub-clause 6.4 (Indemnity

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 to the Trustee) shall be deemed to constitute a Liability suffered by the
Trustee or the Bondholders.

1.1.14 Any indemnity in this Trust Deed will survive the redemption
or maturity of the Bonds, the termination of this Trust Deed and the
termination of the appointment of, or resignation of, the Trustee.

1.1.15 Notwithstanding anything contained in this Trust Deed or the

Conditions, the Guarantor is under no obligation to indemnify the
Trustee or any Appointee for failure of the Issuer to indemnify that
Trustee or Appointee in accordance with Clause 6.4 above.

6.6. Payment of amounts due

All amounts due and payable pursuant to sub-clauses 6.2 (Expenses) and 6.4
(Indemnity to the Trustee) shall be payable by the Issuer on the date specified
in a demand by the Trustee.

7. TRUSTEE
7.1. Appointment of Trustee
Subject to Clause 7.6 (BSEC Approval Required) below, the Issuer hereby
appoints the Trustee for the Trust to perform the functions set out in this Trust
Deed and for the purpose of object and undertaking set out in Clause 5.4
(Object and undertakings of the Trust) of this Trust Deed and in consideration
of the fees set out in the Engagement Letter the Trustee hereby accept its
appointment as Trustee. Trustee shall perform the functions and obligation in
accordance with this Trust Deed only and in the event of any conflict between
this Trust Deed and any other document, including Engagement Letter, this
Trust Deed shall prevail, except the fees to be paid by the Issuer to the
Trustee under the Engagement Letter. The power of appointing new trustees
of this Trust Deed shall be vested in the Issuer, but no person shall be
appointed who shall not previously have been approved by a Written
Resolution of the Bondholders and consent of the Guarantor. Any
appointment of a new trustee hereof shall as soon as practicable thereafter be
notified by the Issuer to the Bondholders.

7.2. Removal of Trustee

The BSEC may, on the application of the Bondholders together have the
power, exercisable by Written Resolution, to remove any trustee or trustees
for the time being hereof. The removal of any trustee shall not become
effective unless a successor trustee is appointed prior to such removal.

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 7.3. Retirement of Trustee
Subject to Clause 7.6 (BSEC approval required) below and any conditions as
may be imposed by the BSEC, Trustee may retire at any time upon giving not
less than 2 (Two) months’ notice in writing to the Issuer, Guarantor and to
each of the Bondholders, without assigning any reason thereof and without
being responsible for any costs occasioned by such retirement. The retirement
of Trustee shall not become effective unless a successor trustee (being a bank
or financial institution having its office in Bangladesh and that provides trust
services) shall have been duly appointed by the Issuer with the consent of the
Guarantor. However, such retirement shall not affect any antecedent claim till
the date of retirement.

7.4. Powers additional

The powers conferred upon the Trustee by this Trust Deed and the other Bond
Documents shall be in addition to any powers which may from time to time
be vested upon the Trustee by the applicable law.

7.5. Merger
7.5.1. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from
any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all the
corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided such corporation shall be otherwise
qualified and eligible under this Clause 7.5 (Merger Conversion or
Consolidation), without the execution or filing of any paper or any
further act on the part of any of the parties hereto.

7.5.2. 30 days prior to merger conversion or consolidation Trustee shall

provide notification to the Issuer, Bondholders and the Guarantor,
provided only that due to such merger, conversion or consolidation the
Trustee ceases to become Subsidiary of Green Delta Insurance
Company Limited. Upon receipt of such notification if the Guarantor
requests for necessary documents and/or information Trustee shall
provide such documents and information to the Guarantor as soon as
practicable subjected to maintaining of confidentiality and any non-
disclosure arrangement entered into between the parties of such
merger, conversion or consolidation. If the Trustee is not in a position
to disclose such information wholly or partly as requested by the

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 Guarantor, the Trustee shall inform the Guarantor for such non-
disclosure along with the proper reasoning. If the Guarantor, upon
receipt of such information from the Trustee, does not agree to such
merger, conversion or consolidation of the Trustee, the Guarantor may
(i) request the Issuer for removal of the Trustee and upon receipt of
such request the Issuer may either (a) make a request to the Trustee to
retire from the trustee and upon receipt of such request the Trustee
shall retire in accordance with Clause 7.3 (Retirement of the Trustee);
or (b) make a request to the BSEC for under Rule 15(1) of the
Securities and Exchange Commission (Private Placement of Debt
Securities) Rules 2012 for removal of the Trustee, or (ii) request the
Bondholders for removal of the Trustee and the Bondholders shall take
necessary steps for removal of the Trustee in accordance with Clause
7.2 (Removal of the Trustee).

7.5.3. Notwithstanding anything contained in paragraph (b) above, if due to

the merger, conversion or consolidation the Trustee does not ceases to
become Subsidiary of Green Delta Insurance Company Limited,
Trustee shall be under no obligation to make any notification to the
Issuer, Bondholder and Guarantor for such merger, conversion or
consolidation.

7.6. BSEC approval required

Notwithstanding anything to the contrary in this Clause 7 (Trustee), no trustee
or co-trustee hereunder may be appointed or removed, and no trustee or co-
trustee hereunder may retire without the prior written approval of the BSEC.

8. TRUSTEE’S FEE
8.1. Normal Remuneration:
The Issuer shall pay to the Trustee remuneration as set out in the Engagement
Letter for its services as trustee as from the date of this Trust Deed. Such
remuneration shall accrue from day to day and be payable (in priority to
payments to the Bondholders) up to and including the date when, all the
Bonds having become due for redemption, the redemption moneys and
interest thereon to the date of redemption have been paid to the Trustee,
provided that if any cheque, payment of the moneys due in respect thereof is
improperly withheld or refused, remuneration will commence again to
accrue..

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 8.2. Tax
All payments in respect of the obligations of the Issuer under this Trust Deed
shall be made free and clear of, and without withholding or deduction for or
on account of, any Taxes, unless such withholding or deduction is required by
law.

8.3. Value Added Tax:

The Issuer shall in addition to pay an amount equal to the amount of any
value added tax or similar tax chargeable to the extent required by law in
respect of its remuneration under this Trust Deed.

9. TERMS OF APPOINTMENT OF TRUSTEE

9.1. Trustee’s Right
9.1.1. Rights under Applicable Law
Notwithstanding anything contained in this Trust Deed, the Trustee
shall have all such rights and powers granted to it under the applicable
law including, but is not limited to, the Securities and Exchange
Commission (Private Placement of Debt Securities) Rules 2012 and
the Trust Act 1882.

9.1.2. Advice
The Trustee may in relation to this Trust Deed act on the opinion or
advice of or a certificate or any information obtained from any lawyer,
banker, valuer, surveyor, broker, auctioneer, accountant or other expert
and shall not be responsible for any Liability occasioned by so acting;

9.1.3. Certificate of directors or Authorized Signatories

The Trustee, in the exercise of its functions, may call for and shall be
at liberty to accept a certificate signed by two Authorized Signatories
as to any fact or matter prima facie within the knowledge of the Issuer,
as the case may be, as sufficient evidence thereof and a like certificate
to the effect that any particular dealing, transaction or step or thing is,
in the opinion of the person so certifying, expedient as sufficient
evidence that it is expedient and the Trustee shall not be bound in any
such case to call for further evidence or be responsible for any Liability
that may be occasioned by its failing so to do.

9.1.4. Resolution or direction of Bondholders

The Trustee shall not be responsible for acting in good faith upon any
resolution purporting to be a Written Resolution or to have been passed

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 at any Meeting of the Bondholders in respect whereof minutes have
been made and signed or a direction of a specified percentage of
Bondholders even though it may subsequently be found that there was
some defect in the constitution of the Meeting or the passing of the
resolution or the making of the directions or that for any reason the
resolution purporting to be a Written Resolution or to have been passed
at any Meeting or the making of the directions was not valid or binding
upon the Bondholders.

9.1.5. No obligation to monitor

Subject to Clause 9.3.4 below, the Trustee shall not be under any
obligation to monitor or supervise the functions of any other person
under the Bonds (other than the Issuer) or any other agreement or
document relating to the transactions herein or therein contemplated
and shall be entitled, in the absence of actual knowledge of a breach of
obligation, to assume that each such person is properly performing and
complying with its obligations.

9.1.6. Events of Default

Save as otherwise provided by applicable law, until it shall have actual
knowledge or express notice to the contrary, the Trustee shall be
entitled to assume that no Event of Default has happened and that the
Issuer is observing and performing all the obligations on its part
contained in the Bonds and the Bond Documents.

9.1.7. Right to Sue

The Trustee may sue and may be sued on behalf of the Bondholders.

9.1.8. Entry on the Register

The Trustee shall not be liable to the Issuer or any Bondholder by
reason of having accepted as valid or not having rejected any entry on
the Register later found to be forged or not authentic and can assume
for all purposes in relation hereto that any entry on the Register is
correct.

9.1.9. Right to deduct or withhold for taxes

Notwithstanding anything contained in this Trust Deed, to the extent
required by any applicable law, if the Trustee is or will be required to
make any deduction or withholding from any distribution or payment
made by it hereunder or if the Trustee is or will be otherwise charged
to, or is or may become liable to, tax as a consequence of performing

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 its duties hereunder whether as principal, agent or otherwise, and
whether by reason of any assessment, prospective assessment or other
imposition of liability to taxation of whatsoever nature and when so
ever made upon the Trustee, and whether in connection with or arising
from any sums received or distributed by it or to which it may be
entitled under this Trust Deed (other than in connection with its
remuneration as provided for herein or any other amounts for its own
account) or any investments or deposits from time to time representing
the same, including any income or gains arising there from or any
action of the Trustee in connection with the trusts of this Trust Deed
(other than the remuneration herein specified or any other amounts for
its own account) or otherwise, then the Trustee shall be entitled to
make such proper deduction or withholding to the extent required by
any applicable law or, as the case may be, to retain out of sums
received by it an amount sufficient to discharge any liability to tax (as
required by any applicable law) which relates to sums so received or
distributed or to discharge any such other liability of the Trustee to tax
(as required by any applicable law) from any funds that may from time
to time be held by the Trustee upon the trusts of this Trust Deed.

9.1.10. Error of judgment

The Trustee shall not be liable for any error of judgment made in good
faith by any officer or employee of the Trustee assigned by the Trustee
to administer its corporate matters, except to the extent that they shall
have been caused by the gross negligence, willful default or fraud of
any officer or employee of the Trustee.

9.1.11. No responsibility for loss

The Trustee shall not in any circumstances, except under any
applicable laws or regulations:
a) be liable to account to any Bondholder or any other person for
anything except sums actually received by the Trustee which
have not been distributed or paid to the persons entitled or at
the time of payment believed by the Trustee to be entitled
thereto, or

b) be liable to any Bondholder or any other person for any costs,

charges, losses, damages, liabilities or expenses arising from or
connected with any act, default, omission or misconduct of the
Trustee, any Appointee or their respective officers, employees

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 or agents in relation to the Bond Documents except to the
extent that they shall have been caused by the Trustee’s own
gross negligence, willful default or fraud.

9.1.12. Enforcement of Obligations of the Issuer

The Trustee shall itself be entitled to enforce the obligations of the
Issuer under the Bonds and the Conditions as if the same were set out
and contained in this Trust Deed which shall be read and construed as
one document with the Bonds.

9.1.13. Liability: Save as provided by applicable law, Trustee will not be

liable for any special, indirect, punitive or consequential loss or
damage of any kind whatsoever (including but not limited to loss of
business, goodwill, opportunity or profit), whether or not foreseeable,
even if the Trustee has been advised of such loss or damage and
regardless of whether the claim for loss or damage is made in
negligence, for breach of contract or otherwise. This Clause 9.1.13
shall survive the termination or expiry of this Trust Deed or the
removal or termination of the Trustee.

9.1.14. Force Majeure

The Trustee shall not be liable for any failure or delay in the
performance of its obligations under this Trust Deed or any other Bond
Document because of circumstances beyond such Trustee’s control,
including, without limitation, acts of God, flood, war (whether
declared or undeclared), terrorism, fire, riot, embargo, labour disputes,
any laws, ordinances, regulations or the like which restrict or prohibit
the performance of the obligations contemplated by this Trust Deed or
any other Bond Document, inability to obtain or the failure of
equipment, or interruption of communications or computer facilities,
and other causes beyond such Trustee’s control whether or not of the
same class or kind as specifically named above. However, the Trustee
shall use commercially reasonable efforts consistent with accepted
practice in its industry to resume performance as soon as practicable
under the circumstances.

9.1.15. Immunities
The Trustee’s immunities and protections from liabilities and its right
to indemnification in connection with the performance of its duties
under this Trust Deed shall extend to the Trustee’s officers, directors,
employees and consultants. Such immunities and protections and right

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 to indemnification, together with the Trustee’s right to compensation,
shall survive the Trustee’s resignation or removal, the defeasance or
discharge of this Trust Deed and final payment of the Bonds, but in
any event will be subject to any gross negligence, willful default or
fraud of which the Trustee or its officers, directors or employees may
be guilty in relation to their duties under this Trust Deed. The Issuer
acknowledges that in any proceedings taken in relation to this Trust
Deed, the Issuer will not be entitled to claim for itself or any of its
assets immunity from suit, execution, attachment or other legal
process.

9.1.16. Professional Charges

Any Trustee being a banker, lawyer, broker or other person engaged in
any profession or business shall be entitled to charge and be paid all
usual professional and other charges for business transacted and acts
done by the Issuer on matters arising in connection with the Trust of
this Trust Deed and also its properly incurred charges in addition to
disbursements for all other work and business done and all time spent
by him on matters arising in connection with this Trust Deed.

9.1.17. Expenditure by the Trustee

Nothing contained in this Trust Deed shall require the Trustee to
expend or risk its own funds or otherwise incur any financial Liability
in the performance of its duties or the exercise of any right, power,
authority or discretion hereunder if it has grounds for believing the
repayment of such funds or adequate indemnity against, or security for,
such risk or liability is not reasonably assured to it.

9.1.18. Trustee may enter into financial transaction with the Issuer
No Trustee and no director or officer of any corporation being a
Trustee hereof shall by reason of the fiduciary position of such Trustee
be in any way precluded from making any contracts or entering into
any transaction in the ordinary course of business with the Issuer or its
Affiliate, or any person or body corporate directly or indirectly
associated with the Issuer or its Affiliate, or from accepting the
trusteeship of any other debenture stock, debenture or securities of the
Issuer or its Affiliate or any person or body corporate directly or
indirectly associated with the Issuer or its Affiliate, and neither the
Trustee nor any such director or officer shall be accountable to the
Bondholders or the Issuer or any subsidiary, or any person or body
corporate directly or indirectly associated with the Issuer or its

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 Affiliate, for any profit, fees, commissions, interest, discounts or share
of brokerage earned, arising or resulting from any such contracts or
transactions and the Trustee and any such director or officer shall also
be at liberty retain the same for its or his own benefit.

9.1.19. No obligation to Depository

The Trustee shall not be under any obligation to Depository. It shall
have no obligation to monitor or supervise the function of the
Depository in relation to the Bond.

9.2. Following an Event of Default

At any time after Event of Default has occurred and is continuing, the Trustee
shall:

9.2.1. act in accordance with Rule 12 (Duties of the Trustee upon a default)
of the Securities and Exchange Commission (Private Placement of
Debt Securities) Rules 2012;

9.2.2. by notice in writing to the Issuer and the Paying Agent direct them:

a) to act thereafter as agents of the Trustee in relation to payments

to be made by or on behalf of the Trustee under the terms of
this Trust Deed mutatis mutandis on the terms provided in the
Agency Agreement (save that the Trustee’s liability under any
provisions thereof for the indemnification, remuneration and
payment of proper out-of-pocket expenses of the Paying Agent
shall be limited to the amounts for the time being held by the
Trustee on the trusts of this Trust Deed relating to the Bonds
and available for such purpose) and thereafter to hold all Bonds
and all sums, documents and records held by them in respect of
Bonds on behalf of the Trustee; and/or

b) to deliver up all Bonds and all sums, documents and records

held by them in respect of Bonds to the Trustee or as the
Trustee shall direct in such notice provided that such notice
shall be deemed not to apply to any documents or records
which the relevant Agent is obliged not to release by any law or
regulation; and

9.2.3. until decided in a Meeting of the Bondholders, by notice in writing to

the Issuer and the Guarantor, require them to make all subsequent

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 payments in respect of Bonds (according to the terms of the Deed of
Guarantee in the case of the Guarantor) to or to the order of the Trustee
and with effect from the issue of any such notice until such notice is
withdrawn, sub-clause 13.1.1 of Clause 13.1 (Covenant to Repay) and
(so far as it concerns payments by the Issuer) paragraph (c) (Payment
to Bondholders) to Condition XI of Schedule 1 shall cease to have
effect;

9.2.4. to take action in accordance with Condition XI of Schedule I (Terms

and Conditions of the Bonds);

As soon as the Trustee is satisfied that Event of Default is remedied by making

payment to the Bondholders in accordance with the Bond Documents, it shall
immediately inform the Bondholders and the Guarantor.

9.3. Trustee’s Duty and Obligation

9.3.1. Duties and Obligation under Applicable Law
Notwithstanding anything contained in this Trust Deed, the Trustee
shall have all such duties and obligations as set out in the applicable
laws including but is not limited to the Securities and Exchange
Commission (Private Placement of Debt Securities) Rules 2012 and
the Trust Act 1882.

9.3.2. Administration of Trust

The Trustee shall manage and administer the Bonds in accordance with
the terms of this Trust Deed and the Conditions and execute,
acknowledge, confirm or endorse any agreements, documents, deeds,
instruments and papers in connection therewith and to implement, give
effect to and facilitate the terms and conditions of the Bonds and such
other documents, deeds and agreements in contemplation thereof;

9.3.3. Act for the Bondholders

Save the provision of all applicable laws of Bangladesh, the Trustee
shall act on behalf and for the exclusive interests of the Bondholders
and be liable to sue and to be sued on behalf of them.

9.3.4. Monitoring
The Trustee shall ensure that the Issuer is observing the applicable
laws including, but not limited to, the requirements of the Securities
and Exchange Commission (Private Placement of Debt Securities)
Rules 2012 and the terms and conditions of the Bond Documents. As

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 soon as the Trustee is aware of any breach by the Issuer it shall
immediately inform the Bondholders, Guarantor and the Issuer of such
breach. The Issuer hereby covenants with the Trustee to comply with,
perform and observe all those provisions of this Trust Deed, the
Conditions and the other Schedules which are expressed to be binding
on it and to perform and observe the same. As soon as Event of Default
is remedied by making payment to the Bondholders in accordance with
the Bond Documents, Trustee shall immediately inform the
Bondholders and the Guarantor.

9.3.5. Maintaining Account

The Trustee shall open and maintain such accounts as it deems
necessary for discharging the functions of Trustee in pursuant to the
provision of this Trust Deed, the Conditions, the Trust Act 1882 and
the Securities and Exchange Commission (Private Placement of Debt
Securities) Rules 2012.

9.3.6. Holding Trust Property

The Trustee shall hold and keep the money and assets representing the
Trust Property and to deposit and withdraw such moneys and assets as
may be required from time to time.

9.3.7. Report to BSEC

The Trustee shall monitor timely payment of all dues of the Issuer to
the Bondholders in terms of the Information Memorandum approved
by BSEC and submit an annual compliance report to the BSEC on the
activities of the Issuer including repayment of dues to the Bondholders.
When Trustee shall submit such report to the BSEC, it shall provide a
copy of the Report to the Issuer, Guarantor and each of the
Bondholders.

9.3.8. Grievances of the Bondholders

Upon receipt of a complaint from the Bondholders, the Trustee shall
take necessary steps for redress of grievances of the Bondholders
within one month of the date of receipt of the complaints and it shall
keep the BSEC and the Issuer informed about the number, nature and
other particulars of the complaints received and the manner in which
such complaints have been redressed;

9.3.9. Call for Meeting of the Bondholders

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 On the requisition of the Bondholders in accordance with the provision
of the Trust Deed, the Trustee shall call any Meeting of the
Bondholders and to facilitate the proceedings of such Meeting as it
deems appropriate in accordance with the terms of this Trust Deed;

9.3.10. Compliance with the Instruction of the Bondholders

Upon instruction by the Bondholders in accordance with this Trust
Deed, to sell or otherwise dispose of the Trust Property and close any
bank accounts that may have been opened in pursuance of this Trust
Deed after distribution of amounts standing to their credit;

9.3.11. Duty to Inspect

It is the duty of the Trustee to inspect or call for books of accounts,
records, register of the Issuers and the Trust property, if required, to
the extent necessary for discharging its obligation.

9.3.12. Duty to Ensure the Interest of the Bondholders

Subject to consent of the Bondholder and Guarantor, the Trustee shall
have power to insert any additional terms and conditions for the
performance of the obligations under this Trust Deed for the protection
of the interest of the Bondholders;

9.3.13. Trustee’s determination

The Trustee may determine whether or not a default in the
performance or observance by the Issuer of any obligation under the
provisions of any Bond Document or contained in the Bonds is capable
of remedy and/or materially prejudicial to the interests of the
Bondholders and if the Trustee certifies that any such default is, in its
opinion, not capable of remedy and/or materially prejudicial to the
interests of the Bondholders, such certificate shall be conclusive and
binding upon the Issuer and the Bondholders and the Trustee shall
provide a copy of such certificate to the Guarantors as soon as
possible.

9.3.14. Determination of questions

The Trustee as between itself and the Bondholders shall have full
power to determine all questions and doubts arising in relation to any
of the provisions of this Trust Deed and/or the Conditions and every
such determination, whether made upon a question actually raised or
implied in the acts or proceedings of the Trustee, shall be conclusive
and shall bind the Trustee and the Bondholders.

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 9.3.15. Trustee’s discretion
The Trustee shall (save as expressly otherwise provided herein) as
regards all the trusts, powers, authorities and discretions vested in it by
this Trust Deed or by operation of law, have absolute and uncontrolled
discretion as to the exercise or non-exercise thereof and the Trustee
shall not be responsible for any Liability that may result from the
exercise or non-exercise thereof but whenever the Trustee is under the
provisions of this Trust Deed bound to act at the request or direction of
the Bondholders, the Trustee shall nevertheless not be so bound unless
first indemnified and/or provided with security to its satisfaction
against all actions, proceedings, claims and demands to which it may
render itself liable and all costs, charges, damages, expenses and
liabilities which it may incur by so doing.

9.3.16. Trustee’s consent

Any consent given by the Trustee for the purposes of this Trust Deed
may be given on such terms and subject to such conditions (if any) as
the Trustee may require.

9.3.17. Application of proceeds

The Trustee shall not be responsible for the receipt or application by
the Issuer of the proceeds of the issue of the Bonds.

9.3.18. Agents
The Trustee may with the prior consent in writing of the Issuer, instead
of acting personally, employ and pay an agent on any terms, whether
or not a lawyer or other professional person, to transact or conduct, or
concur in transacting or conducting, any business and to do or concur
in doing all acts required to be done by the Trustee, as the case may
(including the receipt and payment of money) and, provided the
Trustee shall have exercised reasonable care in the selection of any
such agent, the Trustee shall not be responsible for any Liabilities
incurred by reason of the misconduct, omission or default on the part
of any person appointed by it hereunder or be bound to supervise the
proceedings or acts of any such person.

9.3.19. Delegation
The Trustee may, with the prior consent in writing of the Issuer and the
Guarantor (which consent shall not be unreasonably withheld), in the
execution and exercise of all or any of the trusts, powers, authorities

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 and discretions vested in it by this Trust Deed, act by responsible
officers or a responsible officer for the time being of the Trustee and
the Trustee may also whenever it thinks fit, whether by power of
attorney or otherwise, delegate to any person or persons or fluctuating
body of persons (whether being a joint trustee of this Trust Deed or
not) all or any of the trusts, powers, authorities and discretions vested
in it by this Trust Deed and any such delegation may be made upon
such terms and conditions and subject to such regulations (including
power to sub-delegate with the consent of the Trustee) as the Trustee
may think fit in the interests of the Bondholders and, provided the
Trustee shall have exercised reasonable care in the selection of any
such Appointee and the Trustee shall not be bound to supervise the
proceedings or acts of and shall not in any way or to any extent be
responsible for any Liabilities incurred by reason of the misconduct,
omission or default on the part of such delegate or sub-delegate.

9.3.20. Custodians and nominees

The Trustee may appoint and pay any person to act as a custodian or
nominee on any terms in relation to such assets of the trust as the
Trustee may determine, including for the purpose of depositing with a
custodian this Trust Deed or any document relating to the trust created
hereunder and, provided the Trustee shall have exercised reasonable
care in the selection of any such Appointee, the Trustee shall not be
responsible for any Liability by reason of the misconduct, omission or
default on the part of any person appointed by it hereunder or be bound
to supervise the proceedings or acts of any such person.

9.3.21. Confidential information

The Trustee shall not (unless required by law or ordered so to do by a
court of competent jurisdiction) be required to disclose to any
Bondholder any confidential information (financial or otherwise) made
available to the Trustee by the Issuer or any other person in connection
with this Trust Deed and no Bondholder shall be entitled to take any
action to obtain from the Trustee any such information. The Trustee
shall forward to the Bondholders any non-confidential information
made available to the Trustee by the Issuer in connection with this
Trust Deed.

9.4. Trustee liable for gross negligence

None of the provisions of this Trust Deed shall in any case in which the
Trustee has failed to show the degree of care and diligence required by it as

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 trustee, having regard to the provisions of this Trust Deed conferring on the
Trustee any powers, authorities or discretions, relieve or indemnify the
Trustee against any Liability which by virtue of any rule of law would
otherwise attach to it in respect of any gross negligence, willful default or
fraud of which it may be guilty in relation to its duties under this Trust Deed.

10. THE BOND

10.1. Issue of Bonds

Subject to the completion of the condition precedent as set forth in the
Subscription Agreement and receipt of Issue Price, the Issuer shall issue the
Bonds on the Issue Date in the name of the Bondholders in such number the
respective Bondholder is entitled. Bonds shall be subject to the terms and
conditions of the Bond Documents. On the date on which any Bond is issued,
the Register shall be completed by or on behalf of the Issuer. On or promptly
following the date of issuance, the Issuer shall procure the delivery Bonds in
the Account to the registered Bondholders.

10.2. Status of the Bonds

The Bonds shall be an unsecured non-convertible fully redeemable and

guaranteed bonds. It shall constitute direct and unconditional obligations of
the Issuer and shall at all times rank pari passu with all other all other present
and future unsecured obligations of the Issuer, save for such obligations as
may be preferred by provisions of law that are both mandatory and of general
application. For the avoidance of doubt, nothing shall require the exercise or
enforcement of any other right or remedy prior to the exercise of any right or
remedy to recover any amount under or in respect of the Bonds from the
Issuer. Except the Guarantee of the Guarantor for the amount mentioned in
the Guarantee, no collateral is or will be given for the payment obligations
under the Bonds and any collateral that may have been or may in the future
be given in connection with other indebtedness of the Issuer shall not secure
the payment obligations under the Bonds. Nothing herein shall impair the
obligation of the Issuer, which is absolute and unconditional, to pay the
Redemption Amount and any Default Interest on the Bonds according to the
Conditions.

The Bondholders shall not be entitled to any of the rights and privileges
available to the members of the Issuer including, the right to receive notices
of or to attend and vote at general meetings or to receive annual reports of the
Issuer. If, however, any resolution affecting the rights attached to the Bonds

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 is placed before the members of the Issuer, such resolution will first be placed
before the Bondholders for their Authorization.
Each Bondholder unconditionally and irrevocably waives any right of set-off,
counterclaim, abatement or other similar remedy which it might otherwise
have, under the laws of any jurisdiction, in respect of such Bond.

10.3. Entitlement to treat Registered Holder as owner

The Register shall be prima facie evidence of any matter in relation to the
rights under the Bonds. The Trustee may deem and treat the holder of a Bond
whose name appears in the Register as the holder of all rights and interests in
such Bond, free of any equity, set-off or counterclaim on the part of the Issuer
against the original or any intermediate holder of such Bond (whether or not
the Bond shall be overdue and notwithstanding any notation of rights or
interest or other writing thereon ) for all purposes and, except as ordered by a
court of competent jurisdiction or as required by applicable law, the Issuer, the
Trustee shall not be affected by any notice to the contrary. All payments made
to any such registered holder shall be valid and, to the extent of the sums so
paid, effective to satisfy and discharge the liability for the moneys payable
upon the Bonds.

11. TRANSFER OF THE BOND

Bonds are transferable subject to the terms and conditions set out in the Trust
Deed and the Bond Documents. Each Bond irrespective of its class shall be
transferred in accordance with the Condition IV (Transfer of Bonds) of Schedule I
(Terms and Conditions of the Bonds).

12. REDEMPTION OF THE BOND

The Issuer hereby covenants with the Trustee and each of the Bondholders that it
shall strictly comply with the redemption obligation as set out in Condition VII
(Redemption) of the Schedule I (Terms and Conditions of the Bonds).

13. RIGHTS, DUTIES AND OBLIGATIONS OF THE ISSUER

13.1. Covenant to Repay
The Issuer covenants with the Trustee that it will, as and when the Bonds or
any of them become due to be redeemed or any principal on the Bonds or any
of them becomes due to be repaid, in accordance with the Conditions,
unconditionally pay or procure to be paid to or to the order of the Trustee in
Taka is immediately available freely transferable funds for redemption on
Redemption Date and shall (subject to the provisions of the Conditions) until
all such payment (both before and after judgment or other order) are duly

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 made unconditionally pay or procure to be paid to or to the order of the
Trustee as aforesaid on the dates provided for in the Conditions, provided that:

13.1.1. every payment of Redemption Amount in respect of the Bonds or any

of them made to or to the account of the Paying Agent in the manner
provided in the Agency Agreement shall satisfy, to the extent of such
payment, the relevant covenant by the Issuer contained in this Clause
except to the extent that there is default in the subsequent payment
thereof to the Bondholders in accordance with the Conditions;

13.1.2. if any payment of Redemption Amount in respect of the Bonds or any

of them is made after the due date, payment shall be deemed not to
have been made until either the full amount is paid to the Bondholders
or, if earlier, the [seventh day] after notice has been given to the
Bondholders that the full amount has been received by the Paying
Agent or the Trustee except, in the case of payment to the Paying
Agent, to the extent that there is failure in the subsequent payment to
the Bondholders under the Conditions; and

13.1.3. in any case where payment of the whole or any part of the Redemption
Amount due in respect of any Bond is improperly withheld or refused
on the due date, Default Interest shall accrue for the Bond on the whole
or such part of such Redemption Amount from the date of such
withholding or refusal until the date either on which such Redemption
Amount due is paid to the Bondholders or, if earlier, the seventh day
after which notice is given to the Bondholders that the full amount
payable in respect of the said Redemption Amount is available for
collection by the relevant Bondholders provided that on further due
presentation thereof such payment is in fact made.

The Trustee will hold the benefit of this covenant and the other covenants
including Clause 13.3 (Other Covenants by the Issuer) on trust for the
Bondholders.

13.2. Other Covenants by the Issuer

The Issuer hereby covenants with the Trustee that so long as any of the Bonds
remain outstanding, it will:

13.2.1.Comply with Bond Documents

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 Comply with, perform and observe all those provision of this Trust
Deed, the Agency Agreement, the Conditions and the other schedules
which are expressed to be binding on it and to perform and observe the
same. The Bonds are subject to the provisions contained in this Trust
Deed, all of which shall be binding upon the Issuer and the
Bondholders and all persons claiming through or under them
respectively. The Bondholders and all persons claiming under or
through them respectively will also be entitled to the benefit of, and
will be bound by, this Trust Deed and the other Bond Documents and
will be deemed to have notice of all of the provisions of the Bond
Documents applicable to them.

13.2.2.Comply with Applicable Laws

Comply with, perform and observe all those provisions of the
applicable laws including, but not limited to, the Securities and
Exchange Commission (Private Placement of Debt Securities) Rules
2012. The Issuer agrees that Bondholders and all persons claiming
under or through them respectively will also be entitled to the benefit
of, and will be bound by, the applicable laws and will be deemed to
have notice of all of the provisions of the applicable laws, as applicable
to them.

13.2.3.Books of account
At all times keep such books of account as may be necessary to
comply with all applicable laws and so as to enable the financial
statements of the Issuer to be prepared and allow, subject to
confidentiality obligations under applicable law, the Trustee and
any person appointed by it free access to the same at all
reasonable times and to discuss the same with responsible
officers of the Issuer.

13.2.4.Information
So far as permitted by applicable law, at all times give to the
Trustee such information, opinions, certificates and other
evidence as it shall require and, in such form, as it shall require in
relation to Issuer for the performance of its obligations under the
Bond Documents.

13.2.5.Execution of further documents:

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 So far as permitted by applicable law, do all such further acts and
things as may be necessary in the reasonable opinion of the Trustee to
give effect to the provisions of this Trust Deed;

13.2.6.Notices to the Bondholders:

Send or procure to be sent to the Trustee not less than five (5) days
prior to the date of publication one copy of each notice to be given to
the Bondholders in accordance with the Conditions and, upon
publication, send to the Trustee two copies of such notice.

13.2.7.Notification of non-payment:
Notify the Trustee forthwith in the event that it does not, on or
before the due date for payment in respect of the Bonds or any of
them, pay unconditionally the full amount in the relevant
currency of the moneys payable on such due date on all such
Bonds.

13.2.8.Notification of late payment:

In the event of the unconditional payment to the Trustee of any sum
due in respect of the Bonds or any of them being made after the due
date for payment thereof, forthwith upon request by the Trustee give
notice to the Bondholders that such payment has been made.

13.2.9.Notification of redemption or repayment:

Not less than 14 (Fourteen) days prior to the redemption date in respect
of any Bonds, give to the Trustee notice in writing of the amount of
such redemption pursuant to the Conditions and duly proceed to
redeem such Bonds accordingly.

13.2.10. Evidence of Due Approval by the Board of Directors

and Authorized Signatories:
Upon reasonable notice by the Trustee to deliver to the Trustee a copy
of the resolution of the Board of Directors of the Issuer authorizing
issuance of the Bond, the declaration of the Trust, a list of the
Authorized Signatories of the Issuer, together with certified specimen
signatures of the same.

13.2.11. Payments:
Pay moneys payable by it to the Trustee as per this Trust Deed without
set off, counterclaim, deduction or withholding, unless otherwise
compelled by law and in the event of any deduction or withholding

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 compelled by law pay such additional amount as will result in the
payment to the Trustee of the amount which would otherwise have
been payable by it to the Trustee hereunder.

14. RIGHTS, DUTIES AND OBLIGATIONS OF THE BONDHOLDERS

14.1. Each of the Bondholders has the right to demand information relating to the
issuance of Bond and/or information relating to the Issuer, as set forth in
this Trust Deed or in the Conditions, from the Issuer.

14.2. Each of the Bondholders has the right to receive payment of Issue Price of
the Bond on the respective Redemption Date in accordance with the
procedure as set out in the Condition VII (Redemption) of the Schedule I
(Terms and Conditions of the Bonds)

14.3. Each of the Bondholders has the right to receive any other payment
including default interest and/or early redemption fee, if applicable,
whenever such payment becomes due and payable by the Issuer in
accordance with the procedure set forth in the Conditions contained
hereunder in Schedule I (Terms and Conditions of the Bonds)

14.4. Following claim under the Guarantee, each of the Bondholders shall have
the right to receive payment in accordance with the procedure set forth in
the Conditions contained hereunder in Schedule I (Terms and Conditions of
the Bonds).

14.5. Each of Bondholders has the right to attend Meeting of the Bondholders
and vote therein in accordance with the provisions of the Schedule II
(Meeting of Bondholders).

15. ACCOUNTS AND AUDIT

The Trustee shall, maintain books and records (with respect to the Trust) in good
order. The Trustee shall ensure that the representatives, agents and/or advisers of
the Bondholders shall be allowed, subject to confidentiality obligations under
applicable law, to have access to the assets, books, records and premises
(including access to view any physical assets which are the subject of any security
interest) and to inspect the same during normal business hours upon reasonable
notice.

16. MEETING OF BONDHOLDERS

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 Meeting of Bondholders and issues incidental thereto including, but without
limitation, power, scope, quorum of the Meeting and voting shall be governed in
accordance with Schedule II (Meetings of Bondholders).

17. COMMENCEMENT AND TERMINATION OF THE TRUST

17.1. Commencement of the Trust
The Trust hereby created shall be deemed to be established from the date of
this Trust Deed.

17.2. Termination of the Trust

17.2.1. The Trust shall be extinguished when all Liabilities are repaid in full in
accordance with the Conditions and this Trust Deed.

17.2.2. Notwithstanding anything to the contrary in this Trust Deed or the

other Bond Documents, the Issuer may revoke the Trust with the
express consent of all Bondholders of the Trust and with the
permission of BSEC, if so required.

17.3. Consequence of Termination

Upon fulfillment of the purpose of the Trust to manage and administer of the
Bonds in accordance with the terms of this Trust Deed and the Conditions,
and to execute, acknowledge, confirm or endorse any agreements, documents,
deeds, instruments and papers in connection therewith, and to hold the
benefits deriving from the covenants made by the Issuer in this Trust Deed
and the Conditions on trust for the Bondholders as beneficiaries, the
remaining Trust Property, as described in Clause 5.1, if any, shall return back
to the Settlor under resulting trust and be returned to the same by virtue of
operation of law.

18. MISCELLANEOUS
18.1. Waiver
The Trustee may, with prior approval of the Guarantor but without the
consent or sanction of the Bondholders and without prejudice to its rights in
respect of any subsequent breach or Event of Default, from time to time and
at any time but only if and in so far as in its opinion the interests of the
Bondholders then outstanding shall not be materially prejudiced thereby
waive or authorize any breach or proposed breach by the Issuer of any of the
covenants or provisions contained in the Conditions or any Bond Document
to which it is a party or determine that any event which would otherwise
constitute an Event of Default shall not be treated as such for the purposes of
this Trust Deed provided that the Trustee shall not exercise any powers

34 | P a g e
 conferred on it in contravention of any express direction given by resolution
or of a request in writing made by the holders of not less than 662/3percent of
the Outstanding Bonds in accordance with Schedule II (Meetings of
Bondholders) but no such direction or request shall affect any waiver,
authorization or determination previously given or made or so as to authorize
or waive any such proposed breach or breach relating to any basic terms
modification. Any such waiver, authorization or determination may be given
or made on such terms and subject to such conditions (if any) as the Trustee
may determine, shall be binding on the Bondholders and the other Issuer,
unless the Trustee agrees otherwise, shall be notified by the Issuer to the
Bondholders as soon as practicable thereafter.

18.2. Modifications
The Trustee may, with prior approval of the Issuer, Guarantor and BSEC,
where applicable, from time to time and at any time without any consent or
sanction of the Bondholders concur with the Issuer in making (a) any
modification to the Bonds or the Trust Deed, any trust deed supplemental to
the Trust Deed, the Agency Agreement or any agreement supplemental to the
Agency Agreement which, in the opinion of the Trustee, may be proper to
make provided that such modification would not be materially prejudicial to
the interests of the Bondholders or (b) any modification to the Bonds or the
Trust Deed, any trust deed supplemental to the Trust Deed, the Agency
Agreement or any agreement supplemental to the Agency Agreement which in
the Trustee’s opinion, is of a formal, minor or technical nature or made to
correct an error, defect or inconsistency, to conform the terms between any
provision in the Conditions, the Trust Deed or mandatory provisions of law.
Any such modification shall be binding on the Bondholders and the Trustee
shall cause such modification to be notified to the Bondholders as soon as
practicable thereafter, provided however that the Trustee shall not exercise any
powers conferred upon it unless, having given not less than 10 Business Days’
notice of such modification to the Bondholders in accordance with the
Conditions, it has not, within 30 days of such notice being received by the
Bondholders or a shorter period as may be agreed by the Bondholders in
writing, been directed by a Resolution or of a request in writing made by the
holders of not less than 662/3percent of the Outstanding of Bonds against
making such modification. In such circumstances, the Trustee shall have no
liability to any Bondholder or any other person for agreeing to such
modification. The Trustee may, without the consent of the Bondholders,
execute any documentation and do any such other acts or things as it
determines necessary in its reasonable discretion, to effect any modifications

35 | P a g e
 to these Conditions and the Trust Deed to comply with any modifications
made to the Trust Deed from time to time.

18.3. Notices
18.3.1.Addresses for notices
All notices and other communications hereunder shall be made in
writing and in English (by letter or fax) and shall be sent as follows:

Issuer: if to the Issuer, to:

Name: PRAN Agro Limited
Address: PRAN-RFL Center105 Middle Badda, Dhaka - 1212,
Bangladesh
Phone: +8809613-737777
Email:
Attention: Ms Uzma Chowdhury

Trustee: if to the Trustee, to:

Name: Green Delta Capital Limited
Address: Green Delta Aims Tower (3rd Floor), 51-52, Mohakhali C/A
Dhaka 1212 , Bangladesh
Phone: +88 02 9851902
Email:
Attention: Md Rafiqul Islam

18.3.2. Effectiveness
Unless there is evidence that it was received earlier, a notice marked for
the attention of the person or persons specified in accordance with
Clause 18.3.1 (Address for notices) is deemed given:
a) if delivered personally, when left at the relevant address referred to
in Clause 19.3.1 (Address for notices);
b) if sent by post, five days after posting it; and
c) if sent by electronic communication made between the Parties will
be effective only when actually received (or made available) in
readable form. Any electronic communication which becomes
effective, in accordance with this paragraph, which has been sent
after 5.00 pm shall be deemed only to become effective on the
following day when confirmation of its transmission has been
recorded by the sender’s machine.

18.4. Severability

36 | P a g e
 In case any provision in or obligation under this Trust Deed shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of the remaining provisions or obligations, or of such provision
or obligation in any other jurisdiction, shall not in any way be affected or
impaired thereby.

18.5. Counterparts
This Trust Deed may be executed in any number of counterparts, each of
which shall be deemed an original.

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 IN WITNESS WHEREOF this Trust Deed has been executed as a deed by the parties hereto
and is intended to be and is hereby delivered on the date first before written.
Parties Signature

For Settlor

PRAN AGRO LIMITED

Witness:
Name :
Signature :
Address :

For Trustee

GREEN DELTA CAPITAL LIMITED

Witness:
Name :
Signature :
Address :

38 | P a g e
 SCHEDULE I

TERMS AND CONDITIONS OF THE BONDS

ISSUANCE OF [UP TO] 2100 NUMBERS OF NON- CONVERTIBLE,

UNSECURED, GUARANTEED, FULLY- REDEEMABLE, TRANSFERABLE
COUPON BOND TO BE ISSUED BY PRAN AGRO LIMITED IN PRIVATE
PLACEMENT AT A SUBSCRIPTION PRICE [UP TO] BDT 2,100,000,000.00
(TWENTY ONE HUNDRED MILLION).

The Bonds
The Bonds are constituted by the Trust Deed (as defined below). The terms and
conditions of the Bonds are set forth under the caption “Terms and Conditions of the
Bonds”.

Terms and Conditions of the Bonds

The following, subject to alteration and except for the paragraphs in italics, are the
terms and conditions of the Bonds (the “Conditions”).

The issue of [up to] 2100 numbers of Non-convertible, Unsecured, Guaranteed and
Fully-Redeemable Coupon Bonds at an aggregate Issue Price of BDT
2,100,000,000.00 (Twenty Taka One Hundred Million) (the “Bonds”) of PRAN
Agro Limited (the “Issuer”) in dematerialized form was authorized by the resolution
of the Issuer’s Board of Directors passed on ___________. The Bonds are constituted
by a trust deed (as amended and/or supplemented from time to time, the “Trust
Deed”) made between the Issuer and the GREEN DELTA CAPITAL LIMITED as
trustee for holders of the Bonds (the “Trustee”, which term shall, where the context so
permits, include all other persons or companies for the time being acting as trustee or
trustees under the Trust Deed). The Issuer has entered into an Agency Agreement (as
amended or supplemented from time to time, the “Agency Agreement”) with the
Green Delta Capital Limited, as paying agent (together with its successors, the
“Paying Agent”) relating to the Bonds. The statements in these terms and conditions
of the Bonds (the “Conditions”) include summaries of, and are subject to, the detailed
provisions of the Trust Deed. Unless otherwise defined in these Conditions, terms
used in these Conditions have the meaning specified in the Trust Deed.

Copies of the Trust Deed and Agency Agreement are available for inspection during
normal business hours by the Bondholders and Guarantor at the registered office of
the Trustee. The Bondholders are entitled to the benefit of, are bound by, and are
deemed to have notice of, all the provisions of the Trust Deed and Agency Agreement
applicable to them.

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 I. DEFINITION AND INTERPRETATION
A. Definition
Unless the context otherwise requires, in these Conditions following
expressions shall have the meanings specified hereunder.

“Account” in respect of each Bondholder,

the beneficiary owner’s account
of such Bondholder maintained
with the CDBL Participant or
Stock Broker.

“Accounting Principles” means international accounting

standards promulgated by the
International Accounting
Standards Board, together with
its pronouncements thereon from
time to time, as applied on a
consistent basis.

“Affiliate” means, in relation to any Person,

any entity directly or indirectly
controlling, controlled by or
under common control with, such
Person (for purposes of this
definition, “control” means the
power to direct the management
or policies of an entity, directly
or indirectly, whether through the
ownership of securities, by
contract or otherwise (provided
that the direct or indirect
ownership of 25 per cent. Or
more of the share capital of an
entity is deemed to constitute
control of that entity) and
“controlling” and “controlled”
have corresponding meanings).

“Agency Agreement” means the agency agreement

dated on or about the date of this

40 | P a g e
 Trust Deed (as amended and
restated or supplemented from
time to time) executed amongst
the Issuer as principal, the Paying
Agent and the Trustee for the
purpose of performing the
obligations imposed under the
Conditions;

“Agent” means the Paying Agent.

“Assets” includes present and future

properties, revenues and rights of
every description;

“Bangladesh” means the People’s Republic of

Bangladesh.

“Bond Documents” means the Trust Deed, the

Conditions, the Agency
Agreement, the Deed of
Guarantee and any other
agreement, as executed and/or
modified from time to time in
compliance with the applicable
law (each a “Bond Document”).

“Bondholder” means a person in whose name a

Bond (or, as the case may be,
such Bond) is registered in the
Register;

“Bonds” shall have the same meaning set

out at the beginning of this
Condition.

“Business Day” means (i) for the Bonds any day

(other than Friday and Saturday)

41 | P a g e
 when the banks are open for
commercial banking business in
Dhaka Bangladesh and (ii) for the
Guarantee any day (other than
Saturday and Sunday) when the
banks are open for commercial
banking business in Dhaka
Bangladesh.

"CDBL" means the Central

Depository Bangladesh Limited a
public limited company duly
incorporated under the laws of
Bangladesh for the purpose of
providing depository service and
carrying on its business being
licensed by the Securities and
Exchange Commission under the
Depository Act 1999 through its
registered office at [●] and
includes its successors and
assigns;

"CDBL Participant" means a person or entity who is a

member of the CDBL for the
purpose of trading securities;

"Change of Control" shall be deemed to occur if the

shareholders of the Issuer existing
at the time of execution of this
Trust Deed or any Affiliate ceases
to hold, directly or indirectly and
legally and beneficially at least
75% of the entire issued share
capital of every class of the Issuer.

“Compliance Certificate” means a certificate signed by the

Managing Director of the Issuer,
substantially in the form set out
in Annexure C (Form of

42 | P a g e
 Compliance Certificate) of the
Condition.

“Conditions” means these terms and conditions

for issuance of Bonds, as the
same may from time to time be
modified in accordance with the
Trust Deed, and any reference in
the Trust Deed to a particular
numbered Condition shall be
construed accordingly.

"Core Labour Standards" means the requirements as

applicable to the Issuer under the
laws of Bangladesh on child and
forced labour, discrimination and
freedom of association and
collective bargaining.

“Coupon Rate or yield to shall have the same meaning as

maturity or YTM” mentioned in Condition VI
(Coupon Rate) paragraph (A)(i).
Coupon Rate shall be within the
Coupon Rate Band;
“Coupon Rate Band” means the band within which the
Coupon Rate shall be fixed. It is
8% to 10% per annum. For
avoidance of doubt, Coupon Rate
of the Bonds shall not be below
8% per annum and shall not
exceed 10% per annum;

“Default Interest” shall mean the rate of interest

calculated 2% (Two percent) per
annum above the Coupon Rate.

43 | P a g e
 “Event of Default” means each of the events and
circumstance set out in Condition
X (Event of Default).

"Environmental Law" means any applicable law in

Bangladesh which relates to the
pollution or protection of the
environment or harm to or the
protection of human health or the
health of animals or plants.

"Environmental Permits" means any permit, licence,

consent, approval or other
authorisation and/or the filing of
any notification, report or
assessment required under any
Environmental Law for the
operation of the business
conducted on or from the
properties owned or used by the
Issuer.

“Fiscal Year” means the accounting year of the

Issuer.

“Issue Date” means a Business Day when the

Bonds are issued by the Issuer in
the name of the Bondholders.

“Issue Price” means the price of a Bond, which

shall be payable by the
Bondholder to subscribe the
Bonds.

“Letter of Allotment” means a letter issued by the

Issuer to the Bondholders on the
Issue Date confirming number of

44 | P a g e
 Bonds allotted and issued by the
Issuer in the name of the
Bondholders according to the
Subscription Agreement.

“Meeting” shall have the same meaning as

define in Schedule 2 (Meeting of
Bondholders) of the Trust Deed.

“Offer to Purchase” means an offer to purchase Bonds

of a series by the issuer from the
holders of such bonds,
commenced by the Issuer mailing
a notice by mail, postage prepaid,
to the Trustee and each
Bondholder of such series at its
address appearing in the Register,
stating:
(a) that all Bonds of such
series validly tendered will be
accepted for payment on a pro
rata basis;

(b) the purchase price and the

Offer to Purchase Payment Date;

(c) that any Bond not

tendered will continue to accrue
interest pursuant to its terms;

(d) that, unless the Issuer

defaults in the payment of the
purchase price, any Bond
accepted for payment pursuant to
the Offer to Purchase shall cease
to accrue interest on and after the
Offer to Purchase Payment Date;
and

(e) that Bondholders electing

to have a Bond purchased

45 | P a g e
 pursuant to the Offer to Purchase
must surrender the Bond to the
Issuer prior to the close of
business on the Business Day
prior to the Offer to Purchase
Payment Date (which election
shall be irrevocable).

“Offer to Purchase
Payment Date” a date of purchase of Bonds,
which shall be a Business Day no
earlier than 30 days nor later than
60 days from the date mailing
notice of Offer to Purchase
Payment;

“Outstanding Bonds” means the Bonds that has/ have

not been redeemed in pursuant to
the provision of Condition VII
(Redemption) and held by the
Person, whose name is registered
as Bondholder.

“Person” means any individual,

corporation, partnership,
company with limited liability,
joint venture, association, trust,
unincorporated organization,
government or any agency or
political subdivision thereof or
any other entity.

“Redemption Date” means the date on which a Bond

is redeemable in accordance with
the Condition VII (A)
( Redemption). For avoidance of
doubt, Redemption Date of each
Bond has been specified in

46 | P a g e
 Annexure B (Redemption of
Bonds) to these Conditions.

"Register" means the register of

Bondholders maintained with the
CDBL in accordance with the
regulation of CDBL and a copy
of which is maintained by the
Issuer according to Condition
IV(A).

"Social Law" means any law, rule or regulation

(including international treaty
obligations) applicable in
Bangladesh concerning (i) labour,
(ii) social security, (iii) the
regulation of industrial relations
(between government, employers
and employees), (iv) the
protection of occupational as well
as public health and safety, (v)
the regulation of public
participation, (vi) the protection
and regulation of ownership of
land rights (both formal and
traditional), immovable goods
and intellectual and cultural
property rights, (vii) the
protection and empowerment of
indigenous peoples or ethnic
groups, (viii) the protection,
restoration and promotion of
cultural heritage, (ix) all other
laws, rules and regulations
providing for the protection of
employees and citizens.

“Specified Office” means the registered office of the

Issuer.

47 | P a g e
 “Stock Broker” means a Person who has been
granted a certificate of
registration by the Bangladesh
Securities and Exchange
Commission pursuant to section
10(1) of the Securities and
Exchange Commission Act 1993.

“Taka” or “BDT” means the lawful currency of

Bangladesh

“Tax” means any tax, levy, impost, duty

or other charge or withholding of
a similar nature (including any
penalty or interest payable in
connection with any failure to
pay or any delay in paying any of
the same).

B. Interpretation
In this Terms and Conditions of the Bonds, unless otherwise expressly
provided, any reference to:

(i) clauses, paragraphs, sub-paragraphs, recitals or schedules are,

unless otherwise specified, references to clauses, paragraphs, sub-
paragraphs and recitals of, and schedules to, these Conditions;

(ii) references in this Agreement to the Parties shall include their

respective successors and permitted assigns;

(iii) the masculine gender shall include the feminine and neuter and the
singular number shall include the plural and vice versa;

(iv) the word “including” means “including, but not limited to” or
“including, without limitation” and the word “includes” means
“includes, but not limited to” or “includes, without limitation”;

48 | P a g e
 (v) any document (including this Condition), are references to that
document as amended, consolidated, supplemented, novated or
replaced from time to time;

(vi) any statute or other legislative provision shall be read to include

any statutory or legislative modification or re-enactment thereof, or
any substitution thereof; and

(vii) clause 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.

(viii) the Schedules shall have the same force and effect as if expressly
set in the body of these Conditions and any reference to these
Conditions shall include the Schedules.

II. ISSUE AND STATUS

(A) Issue of Bonds

Subject to the BSEC Approval and the completion of the condition precedent
as set forth in the Subscription Agreement and receipt of Issue Price, the
Issuer shall issue the Bonds on the Issuer Date in the name of the
Bondholders in such number the respective Bondholder is entitled. Bonds
shall be subject to the terms and conditions of the Bond Documents. On the
Issue Date the Register shall be completed by the Issuer by registering the
name of the Bondholders in the Register. On or promptly following the date
of issuance, the Issuer shall procure the delivery Bonds in the Account to the
registered Bondholders and each Bondholder shall be entitled to receive a
Letter of Allotment of Bonds in respect of its entire holding of Bonds issued
by the Issuer to such Bondholder.

(B) Status

The Bonds shall be an unsecured non-convertible fully redeemable and

guaranteed bonds. It shall constitute direct and unconditional obligations
of the Issuer and shall at all times rank pari passu with all other all other

49 | P a g e
 present and future unsecured obligations of the Issuer, save for such
obligations as may be preferred by provisions of law that are both
mandatory and of general application. For the avoidance of doubt, nothing
shall require the exercise or enforcement of any other right or remedy prior
to the exercise of any right or remedy to recover any amount under or in
respect of the Bonds from the Issuer. Except the Guarantee of the
Guarantor for the Guaranteed Amount, no collateral is or will be given for
the payment obligations under the Bonds and any collateral that may have
been or may in the future be given in connection with other indebtedness
of the Issuer shall not secure the payment obligations under the Bonds.
Nothing herein shall impair the obligation of the Issuer, which is absolute
and unconditional, to pay the Redemption Amount and any Default
Interest on the Bonds according to the Conditions.
The Bondholders shall not be entitled to any of the rights and privileges
available to the members of the Issuer including, the right to receive
notices of or to attend and vote at general meetings or to receive annual
reports of the Issuer. If, however, any resolution affecting the rights
attached to the Bonds is placed before the members of the Issuer, such
resolution will first be placed before the Bondholders for their
Authorization.
Each Bondholder unconditionally and irrevocably waives any right of set-
off, counterclaim, abatement or other similar remedy which it might
otherwise have, under the laws of any jurisdiction, in respect of such
Bond.

III.FORM DENOMINATION AND TITLE

(A) Form and Denomination

The Bonds are issued in registered and dematerialised form in the denomination
of BDT1,000,000 each or integral multiples thereof without coupons attached.
Each Bond will be numbered serially with an identifying number which will be
recorded in the records of CDBL (the “Register”) a copy of which will be
maintained by the Issuer.

(B) Title
Title to the Bonds passes only by transfer and registration in the records of CDBL
as described in Condition IV. The holder of any Bond will (except as otherwise

50 | P a g e
 required by law) be treated as its absolute owner for all purposes (whether or not
it is overdue and regardless of any notice of ownership, trust or any interest in it)
and no person will be liable for so treating the holder. In these Conditions
“Bondholder” and (in relation to a Bond) “holder” means the person in whose
name a Bond is registered in the records of CDBL as owner of the Bond.

IV. TRANSFER OF BONDS

(A) Register
The Issuer will cause a duplicate of the records of CDBL to be kept at its
registered office on which shall be entered the names and addresses of the holders
of the Bonds and the particulars of the Bonds held by them and of all transfers of
the Bonds. On the Issue Date, each Bondholder shall be entitled to receive a
Letter of Allotment of Bonds in respect of its entire holding of Bonds issued by
the Issuer to such Bondholder. Bondholders and the Trustee shall be entitled to
inspect the Register and take copies therefrom upon payment of fees as may be
prescribed by the Issuer from time to time.
(A) Transfer
Subject to Condition Error: Reference source not found(D), a Bond may be
transferred subject to the detailed regulation concerning transfer of Bonds
stipulated by the CDBL from time to time. A copy of the current regulations will
be mailed (free of charge) by the Issuer to any Bondholder upon request. No
transfer of a Bond will be valid unless and until entered in the records of CDBL.
(B) Formalities Free of Charge
Registration of a transfer of Bonds will be effected without charge by or on
behalf of the Issuer, but upon payment (or the giving of such indemnity as the
Issuer or the CDBL may require) in respect of any tax or other governmental
charges which may be imposed in relation to such transfer.
(C) Closed Periods
Bondholder may not require transfers of a Bond to be registered (a) within 10
(ten) Business Days of the Redemption Date or Coupon Payment Date in respect
of the Bonds, save in the case of a payment which falls due as a result of an
Event of Default; or (b) in the case of a payment of principal or interest as a
result of an Event of Default, during the period from the later of (i) ten Business
Days prior to the due date of such payment and (ii) the date on which the Trustee
provides a notice pursuant to Condition X (Events of Default) to and including
the due date for such payment of principal or interest; or (c) on the due date for

51 | P a g e
 any payment of principal or interest in respect of such Bond, each such period is
a “Closed Period”.

(D) Regulations
All transfers of Bonds and entries on the Register will be made subject to the
detailed regulations concerning transfer of Bonds stipulated by the CDBL from
time to time. A copy of the current regulations will be mailed (free of charge) by
the Issuer to any Bondholder who asks for one.

V. COVENANTS
As long as any of the Bonds remains outstanding (and, for the avoidance of
doubt, a Bond is outstanding as long as it has not been redeemed in full
notwithstanding that it has become due), the Issuer undertakes to the Trustee
and the Bondholders that it shall comply with the provisions of the Trust Deed
and these Conditions.

A. Information Undertakings
1. Financial Statements and Covenants
a) The Issuer shall supply to the Trustee and the Guarantor and
the Trustee shall distribute to each Bondholder:
i. as soon as the same become available, but in any event
within 180 days after the end of each Fiscal Year, the
complete audited consolidated financial statements of
the Issuer for such Fiscal Year, stated in Taka; and

ii. as soon as the same become available, but in any event

within 180 days after the end of each half of each Fiscal
Year, the complete unaudited [but reviewed,]
consolidated financial statements of the Issuer for such
half Fiscal Year, stated in Taka.

2. Compliance Certificate
The Issuer shall supply to the Trustee with each set of financial
statements delivered pursuant to Condition V (A)(i) (Financial
statement and Covenants), a Compliance Certificate certifying that (1)
no Event of Default has occurred or is continuing (or if a Event of
Default has occurred or is continuing, specifying its nature and the
steps, if any, being taken to remedy it) and (2) the Issuer has complied
with its obligations under these Conditions (or, if such is not the case,
giving details of the circumstances of such non-compliance).

52 | P a g e
 3. Requirements as to financial statements
a) The Issuer shall ensure that each set of financial statements
delivered pursuant to Condition V (A)(i) (Financial statement
and Covenants), gives (if audited) a true and fair view of, or (if
unaudited) fairly represents, the financial condition and
operations of the Issuer as at the date to which, and for the
period in relation to which, those financial statements were
drawn up.

b) The Issuer shall procure that each set of financial statements

delivered pursuant to Condition V (A)(i) (Financial statement
and Covenants), is prepared in accordance with the Accounting
Principles.

4. Notification of default
The Issuer shall notify the Trustee and the Guarantor of any Event of
Default (and the steps, if any, being taken to remedy it) promptly upon
becoming aware of its occurrence.

B. General Undertakings
1. Authorisations
The Issuer shall promptly:

(a) obtain, comply with and do all that is necessary to maintain in full
force and effect; and

(b) supply to the Trustee certified copies of,

any Authorisation required under any law or regulation of its

jurisdiction of incorporation to enable it to perform its obligations
under the Bond Documents to which it is a party (or any of them)
and/or to ensure the legality, validity, enforceability or admissibility in
evidence in its jurisdiction of incorporation of any Bond Document to
which it is a party.

2. Insurance
The Issuer shall maintain insurances on and in relation to its business
and assets with reputable underwriters or insurance companies against
those risks and to the extent as is usual for companies carrying on the
same or substantially similar business.

53 | P a g e
 3. Taxes ad Claims
The Issuer shall duly and punctually pay and discharge all Taxes
imposed upon it or its assets within the time period allowed without
incurring penalties, save to the extent that (1) payment is being
contested in good faith, (2) adequate reserves are being maintained for
those Taxes and (3) payment can be lawfully withheld.

4. Environmental Compliance
The Issuer shall comply in all material respects with all existing
Environmental Law and obtain and maintain any Environmental
Permits

5. Social Law Compliance

The Issuer shall (and the Issuer shall ensure that each other member of
the Group shall) comply in all material respects with all existing Social
Law. Furthermore, the Issuer shall use its best efforts to act in
accordance with the stricter of the Core Labour Standards and the
Social Law.

6. Merger and Consolidation

The Issuer shall not consolidate with or merge with or into, or convey,
transfer or lease all or substantially all of its Assets to, any Person,
unless:
a) the resulting, surviving or transferee Person (the “Successor
Company”), if not the Issuer, will expressly assume, by
supplemental trust deed, executed and delivered to the Trustee,
all of the obligations of the Issuer under the Bonds and the
Trust Deed;

b) immediately after giving effect to such transaction, no Event of

Default shall have occurred and be continuing;

c) the Issuer shall procure that the Credit Ratings Agency of

Bangladesh shall reassess the credit rating assigned to the
Bonds after the assumption by the successor Company of the
obligations of the Issuer under the Bonds and the Trust Deed,
and such credit rating shall not have been downgraded as a
result of such consolidation, merger, conveyance, transfer or
lease;

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 d) the Issuer shall have delivered to the Trustee (i) a certificate
signed by two of its directors or duly authorized senior officers
on its behalf and (ii) an opinion of counsel acceptable to the
Trustee, each stating that such consolidation, merger,
conveyance, transfer or lease and such supplemental trust deed
(if any) comply with the provisions of the Trust Deed and the
Bonds. In such event, the successor Company will succeed to,
and be substituted for, and may exercise any right and power of
the Issuer under the Trust Deed and the Bonds, and the
predecessor company, except in case of a lease of all or
substantially all of its assets, shall be released from the
obligation to pay for the Bonds.

7. Change of business
The Issuer shall procure that no material change is made to the general
nature of the business of the Issuer from that carried on at the Issue
Date.

8. Maintenance of books and records and inspection

a) The Issuer shall maintain books and records adequate to reflect
truly and fairly the financial condition of the Issuer and the
results of its operations in conformity with Accounting
Principles.

b) The Issuer shall ensure that the representatives, agents and/or

advisers of the Trustee shall be allowed to have access to the
books and records of the Issuer and to inspect the same during
normal business hours upon reasonable notice.

c) The Issuer shall ensure that its officers shall, upon reasonable
notice, be available to discuss in good faith the affairs of the
Issuer with the Trustee and/or its representatives, agents and/or
advisers.

9. Information to the Bondholders

a) The Issuer shall supply to the Trustee, and the Trustee shall
distributed to the Bondholders, statements and documents,
except those published in the website of the Issuer as per local
regulations, as follows on requisition by the Bondholders (with

55 | P a g e
 a copy to the Trustee) if it does not contradict with the laws of
Bangladesh:

i. all documents dispatched by the Issuer to its public

shareholders;

10. Arms’ length transactions

The Issuer shall not enter into any transaction, agreement or
arrangement with any of its Affiliates other than on an arm’s length
basis and on terms that are no less favourable to the Issuer or the
relevant Affiliate than those that would have been obtained in a
comparable arm’s-length transaction by the Issuer or the relevant
Affiliate with a Person that is not an Affiliate of the Issuer.

VI. COUPON RATES

(A) Calculation of Coupon Rate and Coupon Payment Dates

(i) The Bonds shall bear Coupon Rate from (and including) the Issue Date
until its maturity on the principal amount of the Outstanding Bonds .
The Coupon Rate of Bonds during tenor of the Bonds shall be [•]% per
annum. Prior to issue of the Bonds the Issuer, Guarantor and the
Trustee shall negotiate in good faith for the determination of the
Coupon Rate.

(i) Such Coupon Rate shall be payable on semi-annual basis. First Coupon
Rate shall be paid on the date falling 180 th day from the Issue Date and
subsequently at every succeeding 180 days thereafter (each, a
"Coupon Payment Date") in arrear; provided however, if any Coupon
Payment Date would otherwise fall on a date which is not a Business
Day, the payment of moneys due on such Coupon Payment Date will
be postponed to the next Business Day. Each period beginning on (and
including) the Issue Date or any Coupon Payment Date and ending on
(but excluding) the next Coupon Payment Date is herein called a
"Coupon Period".

(B) Coupon Rate Accrual

(i) Each Bond will cease to bear Coupon Rate from the due date for
final redemption unless, upon due presentation, payment of principal is
improperly withheld or refused, in which case it will continue to bear
interest at the Default Interest specified in Condition VII(E).

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 (ii) If Coupon Rate is required to be paid in respect of a Bond on any
date other than a Coupon Payment Date, it shall be calculated by
applying the Coupon Rate to the Outstanding Bonds, multiplying the
product by the relevant Day Count Fraction and rounding the resulting
figure to the nearest cent (half a cent being rounded upwards), where
"Day Count Fraction" means, in respect of any period for which
Coupon Rate is to be calculated, the actual number of days in the
relevant period divided by 360.

VII. REDEMPTION

(A) Redemption of Bonds

Each Bonds shall be redeemed at Issue Price (“Redemption Amount”) on

the respective Redemption Date as detailed under Annexure B hereunder
(“Scheduled Redemption Date”) calculated from the Issue Date applicable
for the said Bond. For avoidance of doubt, Scheduled Redemption Date of
a Bond has been enclosed with Annexure B (Redemption of Bonds) of the
Conditions.

(B) Redemption for Taxation Reasons

[The Bonds may be redeemed at the option of the Issuer in whole, but not
in part, at any time, on giving not less than 30 nor more than 60 days'
notice (a “Tax Redemption Notice”) to the Bondholders in accordance
with Condition XIII (which notice shall be irrevocable) at their Issue Price
together with Coupon Rate accrued to the date fixed for redemption, if (i)
the Issuer satisfies the Trustee immediately prior to the giving of such
notice that the Issuer has or will become obliged to pay Additional Tax
Amounts as provided or referred to in Condition IX (Taxation) as a result
of any change in, or amendment to, the laws or regulations of Bangladesh
or any political subdivision or any authority thereof or therein having
power to tax, or any change in the general application or official
interpretation of such laws or regulations, which change or amendment
becomes effective on or after [SIGNING DATE], and (ii) such obligation
cannot be avoided by the Issuer taking reasonable measures available to it,
provided that no Tax Redemption Notice shall be given earlier than 90
days prior to the earliest date on which the Issuer would be obliged to pay

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 such Additional Tax Amounts were a payment in respect of the Bonds then
due. Prior to the publication of any Tax Redemption Notice pursuant to
this paragraph, the Issuer shall deliver to the Trustee (a) certificate signed
by two Authorised Signatories of the Issuer stating that the obligation
referred to in (i) above cannot be avoided by the Issuer taking reasonable
measures available to it and (b) an opinion of independent legal or tax
advisors of recognised standing to the effect that such change or
amendment has occurred (irrespective of whether such amendment or
change is then effective). The Trustee shall be entitled to accept such
certificate and opinion as sufficient evidence thereof in which event it shall
be conclusive and binding on the Bondholders. Upon the expiry of the Tax
Redemption Notice, the Issuer will be bound to redeem the Bonds at their
principal amount together with interest accrued to the date fixed for
redemption.]

(C) Redemption at the Option of the Issuer

(i) The Bonds of may be redeemed at the option of the Issuer in whole or
in part at any time at a price equal to 100.25 per cent. of the principal
amount of the Bonds to be redeemed, together with any accrued and
unpaid Coupon Rate (but not including) the date specified by the Issuer
for the redemption of such Bonds (each, a “Early Redemption Date”),
upon the Issuer’s giving not less than 30 nor more than 60 days’
written notice to the Bondholders, the Trustee and the Payment Agent
(a “Early Redemption Notice”), which notice shall be irrevocable.

(ii) On an Early Redemption Date, the Issuer shall:

1.1.15.1.1 Accept for payment on a pro rata basis of Bonds or

portions thereof tendered pursuant to an Early Redemption
Notice; and

1.1.15.1.2 Deposit with the Paying Agent money sufficient to pay

the redemption price of all Bonds or portions thereof so
accepted.

(D) Change of Control Offer to Purchase

(i) Not later than 30 days following a Change of Control, the

Issuer will make an offer to Purchase all outstanding Bonds (a

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 “Change of Control Offer”) at a purchase price equal to
[100.25] per cent. of the principal amount thereof plus accrued
and unpaid Coupon Rate, if any, to (but not including) the
Offer to Purchase Payment Date.

(ii) On an Offer to Purchase Payment Date, the Issuer shall:

(A) Accept for payment on a pro rata basis Bonds or

portions thereof tendered pursuant to an Offer to
Purchase;

(B) Deposit with the Paying Agent money sufficient to pay

the purchase price of all Bonds or portions thereof so
accepted.

VIII. PAYMENTS
A. Payments in respect of Bonds
Payment in respect of Bonds (including but not limited to “Redemption
Amount”) will be made by the Paying Agent through transfer to the
registered accounts of the Bondholders or by a BDT cheque drawn on a
bank that processes payments in BDT, or BB cheque, or payment order
and mailed to the registered address of the Bondholder if it does not have a
registered account. For the purposes of this Condition, a Bondholder’s
“registered account” means the BDT account maintained by or on behalf
of it with a schedule bank that processes payments in BDT, details of
which appear on the Register at the close of business, and a Bondholder’s
“registered address” means its address appearing on the Register at that
time.

B. Payments subject to applicable law

All payments in respect of the Bonds are subject in all cases to any
applicable laws and regulations of Bangladesh. No commissions or
expenses shall be charged to the Bondholders in respect of such payments.

C. Payments on Business Days

Payments will be made by the Issuer on the later time of the day of the due
date for payment (or, if that is not a Business Day, the first following day
which is a Business Day). A holder of a Bond shall not be entitled to any
interest or other payment in respect of any delay in payment resulting from
the due date for a payment not being a Business Day.

D. Partial payments

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 If the Issuer makes a partial payment in respect of any Bond, the Issuer
shall procure that the amount and date of such payment are noted in the
Register.

E. Record date
Each payment in respect of a Bond will be made to the person shown as
the holder in the Register at the close of business on the day that is 10 (ten)
Business Days before the due date for such payment (the "Record Date").

F. Delay In Payment
If the Issuer fails to make payment of Redemption Amount on the due date
or make payment of Coupon Rate on the due date interest shall accrue on
the Issue Price payable for the Bond at the Default Interest calculated from
the date after the cure period set out in Condition X paragraph (a) and after
15 (fifteen) Business Days from the date of receipt of demand of the
Trustee to the Guarantor in accordance of the Deed of Guarantee. For
avoidance of doubt, for the purpose of this Condition VIII (Payments) due
date shall mean any of the Redemption Date or Coupon Payment Date, as
applicable.

IX. TAXATION
All payments made by the Issuer under or in respect of the Bonds and the
Trust Deed will be made free from any restriction or condition and be
made without deduction or withholding for or on account of any present or
future taxes, duties, assessments or governmental charges of whatever
nature imposed or levied by or on behalf of Bangladesh or any authority
thereof or therein having power to tax, unless deduction or withholding of
such taxes, duties, assessments or governmental charges is compelled by
law. In such event, the Issuer will pay such additional amounts (the
“Additional Tax Amounts”) as will result in the receipt by the
Bondholders of the net amounts after such deduction or withholding equal
to the amounts which would otherwise have been receivable by them had
no such deduction or withholding been required except that no such
additional amount shall be payable in respect of any Bond to a holder (or
to a third party on behalf of a holder) who is subject to such taxes, duties,
assessments or governmental charges in respect of such Bond by reason of
his having some connection with Bangladesh otherwise than merely by
holding the Bond or by the receipt of amounts in respect of the Bond.
References in these Conditions to principal and premium (if any) shall be
deemed also to refer to any additional amounts which may be payable

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 under this Condition or any undertaking or covenant given in addition
thereto or in substitution therefor pursuant to the Trust Deed.

X. EVENTS OF DEFAULT
The Trustee at its sole discretion may, and if so authorized by the
Bondholders in their Meeting shall (subject to being indemnified and/or
secured by the holders to its satisfaction), give notice to the Issuer with a
copy to the Guarantor that the Bonds are, and they shall accordingly
thereby become, immediately due and repayable if:

Failure to make payment

A default is made in the payment of any Coupon Rate on the Coupon
Payment Date or in redeeming any Bonds or Outstanding Bonds, when
the same becomes due and payable at respective Redemption Date and
same remains unpaid for 60 days from the due date in respect of the
Bonds,, provided that no such default shall be an Event of Default if
caused by an administrative or technical error that is remedied within 5
(five) Business Days of the relevant payment date;

XI. ENFORCEMENT

A. General Proceedings
1) The Trustee shall notify the Issuer and the Guarantor as soon as it
becomes aware of the failure of the Issuer to make payment of any
interest or in redeeming any Bonds or Outstanding Bonds, when the
same becomes due and the Issuer shall be allowed to make payment
within the period mentioned in paragraph (a) to Condition X of this
Condition. .
2) If the Issuer fails to make payment within the period mentioned in sub-
paragraph (1) above, the Trustee shall notify, in accordance with
Condition XIII (Notice), the Bondholders and BSEC of the Event of
Default (and the steps, if any, being taken to remedy it) within 7
(seven) days after the expiry of the period mentioned in sub-paragraph
(1) above (Notice of Default).
3) The Trustee, being notified in writing by the holders of at least 66 2/3
percent of the Outstanding Bonds, within 10 (ten) days of receiving the
Notice of Default, that a Meeting of the Bondholders shall be duly
convened, in accordance with this Trust Deed, in order to consider the
Event of Default, shall not take any further action in respect of the
Event of Default so occurred, unless so requested in writing by the

61 | P a g e
 holders of at least 662/3 percent of the Outstanding Bonds (subject to
being indemnified and/or secured to its satisfaction).
4) If in the Meeting of the Bondholders set out in sub-paragraph (3) above
if a Written Resolution is passed that an Event of Default has occurred
and demand shall be made on the Guarantor to make payment of the
Guarantee, the Trustee shall make a demand on the Guarantor
according to the terms of the Deed of Guarantee and the Guarantor
shall make payment to the Trustee within 15 Business Days in
accordance with the Deed of Guarantee for the benefit of the
Bondholders.
5) If the Guarantor does not make payment to the Trustee following
receipt of demand from the Trustee in accordance with sub-paragraph
(4) above, the Trustee may, at its discretion and without further notice
(subject to being indemnified and/or secured to its reasonable
satisfaction), institute such proceedings as required against the Issuer
as it may think fit to enforce the obligations of the Issuer under these
Conditions or the Trust Deed.
6) Only the Trustee may enforce the provisions of the Bonds or the Trust
Deed and no Bondholder shall be entitled to proceed directly against
the Issuer and/or the Guarantor.
7) After settlement of claim out of proceeds of the Guarantee, if the Issuer
owes any amount to the
(i) Trustee in such case the Trustee, at its discretion and without
further notice (subject to being indemnified and/or secured to its
reasonable satisfaction), may institute such proceedings as
required against the Issuer as it may think fit to enforce the
obligations of the Issuer under these Conditions of the Trust
Deed;

(ii) Bondholders the Trustee, being notified through the Written

Resolution of the Bondholders passed in a Meeting of the
Bondholders duly convened in accordance with the provisions of
the Trust Deed the Trustee shall make a demand on the Issuer for
payment of such amount and if the Issuer does not make payment
to the Trustee following receipt of demand from the Trustee in
such case the Trustee, at its discretion and without further notice
(subject to being indemnified and/or secured to its reasonable
satisfaction), may institute such proceedings as required against
the Issuer as it may think fit to enforce the obligations of the
Issuer under these Conditions of the Trust Deed.

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 B. Application of moneys
All moneys received in respect of the Bonds or amounts payable under the
Trust Deed will be held by the Trustee on trust to apply them (subject to
the terms of the Trust Deed):
1) first, in payment or satisfaction of the costs, charges, expenses and
liabilities incurred by, or other amounts owing to, the Trustee in
relation to the preparation and execution of the trusts of the Trust Deed
(including remuneration of the Trustee);
2) secondly, in or towards payment pari passu and rateably of all arrears
remaining due and unpaid in respect of the Bonds;
3) thirdly, in or towards payment pari passu and rateably of all
Redemption Amount, and premium, if any, remaining due and unpaid
in respect of the Bonds; and
4) fourthly, the balance (if any) in payment to the Issuer for itself.

C. Payment to Bondholders
The Trustee shall give notice to the Bondholders of the date fixed for any
payment. Subject to the Trust Deed, payment to be made in respect of the
Bonds by the Issuer or the Trustee may be made in the manner provided in
the Conditions and this Trust Deed and any payment so made shall be a
good discharge of the Issuer to the Bondholders to the extent of such
payment, by the Issuer or the Trustee, as the case may be.

XII. MEETINGS OF BONDHOLDERS

A. Meetings
The Meeting of Bondholders and issues incidental thereto including, but
without limitation, power, scope, quorum, decision making, resolution of
the meeting and voting shall be governed in accordance with the Trust
Deed.

B. Interest of Bondholders
In connection with the exercise of its functions (including, but not limited
to, those in relation to any proposed modification, authorization or waiver),
the Trustee shall have regard to the interests of the Bondholders as a class
and shall not have regard to the consequences of such exercise for
individual Bondholders and the Trustee shall not be entitled to require, nor
shall any Bondholder be entitled to claim, from the Issuer or the Trustee,
any indemnification or payment in respect of any tax consequences of any

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 such exercise upon individual Bondholders and/or any undertakings given
in addition thereto or in substitution therefore pursuant to the Trust Deed.

XIII. NOTICES
All notices to the Bondholders shall be validly given if mailed to them at
their respective addresses in the Register of the Bondholders maintained by
the Issuer. Any such notice shall be deemed to have been given on the
second Business Day after being so mailed.

XIV. INDEMNIFICATION
The Trust Deed contains provisions for the indemnification of the Trustee
and for its relief from responsibility, including provisions relieving it from
taking proceedings to enforce repayment unless indemnified to its
reasonable satisfaction. The Trustee is entitled to enter into business
transactions with the Issuer and any entity related to the Issuer without
accounting for any profit.

XV. GOVERNING LAW AND DISPUTE RESOLUTION

A. Governing law
The Bonds are governed by and shall be construed in accordance with the
laws of Bangladesh and are enforceable in any court of law in Bangladesh.

B. Dispute Resolution
Any dispute arising from, or in connection with the Bonds and/or the
Conditions (including a dispute relating to non-contractual obligations
arising from or in connection with the Bonds and/or the Conditions, or a
dispute regarding the existence, validity or termination of the Bonds and/or
the Conditions, or consequence of their nullity) (“the Dispute”) between
the Issuer and the Trustee, or between the Issuer and the Bondholders, or
between the Trustee and the Bondholders shall be resolved by Arbitration
in accordance with the provision of the Arbitration Act 2001. Each Party
shall appoint its arbitrators and the arbitrators shall appoint the chairman of
the arbitral tribunal. The venue of arbitration shall be in Dhaka,
Bangladesh. Unless otherwise determined by the arbitral tribunal, each
party to an arbitral proceeding shall bear its respective cost relating to the
arbitration proceeding.

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 Annexure A

(Feature of Bond)

Name of Instrument PRAN Agro Limited Unsecured Bond I

Basic Features Unsecured, Guaranteed, Redeemable and Non-Convertible
Issuer Pran Agro Limited (PAL)
Purposes and Capital Expenditure for infrastructure development as well as
Objectives loan refinancing to lower financing cost.
Arranger Riverstone Capital limited
Trustee Green Delta Capital Limited
Guarantor GuarantCo Limited
Issue Size BDT 2,100,000,000 (Two Thousand One Hundred Million)
Units to be issued 2100
Denomination BDT 1,000,000 (One Million)
Minimum
BDT 1,000,000 (One Million)
Subscription
Tenor 7 years
Security Unconditional, Irrevocable and on-demand guarantee
Insurance companies, banks, NBFI's and High Net Worth
Investors
Investors
Mode of Placement Private Placement on best effort basis
Yield/Coupon rate [8% - 10%]. Coupon Rate to be fixed prior to issue of the Bonds.
Semiannual coupon payments for Y1 and Y2.
Redemption
Semiannual coupon plus principal payments from Y3 to maturity.
In case of any delay of payments, the investors shall receive
Late Redemption interest at the rate of 2% above the Coupon Rate as per Bond
documents.
Taxation Taxable as per Tax Regulations in Bangladesh
Bonds can be early redeem by the Issuer in accordance with the
Early Redemption
terms and conditions set out in the Bond Documents
Enforcement of
This is an unsecured bond. There are no charge over assets of the
Charges over
Issuer.
Securities
Cost related to the  Regulatory Fees: the applicable regulatory fees payable to
Issue the BSEC in connection with the Issue.
 Professional advisers: the fees and expenses of the legal,
financial, accountancy and other professional advisers
instructed by the Issuer in connection with the creation
and issue of the Bonds;
 Legal documentation: the costs incurred in connection

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 with the preparation and execution of this Agreement and
the Bond Documents;
 The fees and expenses of Central Depository Bangladesh
Limited for maintain the Bonds in its system in
dematerialized form;
 The fees and expenses of the Trustee and Paying Agent of
the Bond and the other parties to this Agreement and the
Bond Documents;
 The cost of obtaining and maintaining any credit rating
for the Bonds and the Issuer; and
 Other associated costs: other costs and expenses
associated with the Issue including the fee payable to the
Arranger.

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 Annexure B

(Redemption of Bonds) Approximate Repayment Schedule of BDT 2,100,000,000 Debt

Bond Principal Amount 2,100,000,000       

10 % per    
Indicative Coupon Rate
annum    

Repayment in a Year 2        

Expected
No. of Expected
Period Redemption Coupon Total Coupon
Outstanding Bonds Redemption
(semiannual) Amount Payment Installment Payment
Redeemed Date
Date

1- 105,000,000 105,000,000 2,100,000,000 0 0 Jan-2021

2- 105,000,000 105,000,000 2,100,000,000 0 0 Jun-2021

3- 105,000,000 105,000,000 2,100,000,000 0 0 Jan-2022

4- 105,000,000 105,000,000 2,100,000,000 0 0 Jun-2022

5 210,000,000 105,000,000 315,000,000 1,890,000,000 210 Jan-2023 Jan-2023

6 210,000,000 94,500,000 304,500,000 1,680,000,000 210 Jun-2023 Jun-2023

7 210,000,000 84,000,000 294,000,000 1,470,000,000 210 Jan-2024 Jan-2024

8 210,000,000 73,500,000 283,500,000 1,260,000,000 210 Jun-2024 Jun-2024

9 210,000,000 63,000,000 273,000,000 1,050,000,000 210 Jan-2025 Jan-2025

10 210,000,000 52,500,000 262,500,000 840,000,000 210 Jun-2025 Jun-2025

11 210,000,000 42,000,000 252,000,000 630,000,000 210 Jan-2026 Jan-2026

12 210,000,000 31,500,000 241,500,000 420,000,000 210 Jun-2026 Jun-2026

13 210,000,000 21,000,000 231,000,000 210,000,000 210 Jan-2027 Jan-2027

14 210,000,000 10,500,000 220,500,000 0 210 Jun-2027 Jun-2027

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 Annexure C

(FORM OF COMPLIANCE CERTIFICATE)

To:
From: PRAN Agro Limited
Dated: _____________________

We refer to the Trust Deed. This is a Compliance Certificate.

We confirm that as of this ___________________:

(i) no Event of Default has occurred or is continuing (or if an

Event of Default has occurred or is continuing, specifying its nature and the
steps, if any, being taken to remedy it) and;

(ii) the Issuer has complied with its obligations under the
Conditions [or, if such is not the case, give details of the circumstances of such
non-compliance]

We confirm that no Event of Default is outstanding as of this _______________ or, if

it is, the details of the Event of Default and the remedial action proposed or being
taken are as follows:

1.
2.
............................................................................
PRAN Agro Limited

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 SCHEDULE 2
MEETINGS OF BONDHOLDERS

Provisions for Meeting of the subscribers shall be conveyed pursuant to the provisions
contained herein.

I. Definitions
Notwithstanding anything contained contrary, following expressions have the
meanings described hereunder:

"Bonds" shall have the same meaning as define in

the Conditions.

"Bondholder" means a person in whose name a Bond

(or, as the case may be, such Bond) is
registered in the Register;

"Chairman" means, in relation to any Meeting, the

individual who takes the chair in
accordance with Clause IV (Chairman);

"Majority of Votes" means the votes cast in a Meeting not

less than 662/3 per cent of the holder of
Outstanding Bonds.

"Meeting" means a meeting of Bondholders

(whether originally convened or resumed
following an adjournment);

"Outstanding Bonds" shall have the same meaning as define in

the Conditions.

"Proxy" means any person who has been

authorized in writing by the Bondholder
to attend any Meeting and cast vote on
his behalf.

"Voter" means, in relation to any Meeting, a

Proxy or a Bondholder, who will be
eligible to vote in the Meeting.

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 "Written Resolution" means a resolution in writing signed by
or on behalf of holders of not less than
66⅔ percent of the Outstanding Bonds,
who for the time being are entitled to
receive notice of a Meeting in
accordance with the provisions of this
Schedule.

Words importing the plural shall include the singular and vice versa.
References to a person shall be construed as including references to an
individual, firm, company, corporation, unincorporated body of persons or any
Government Entities.

Wherever any expressed term is used in this schedule and not expressly
defined hereunder, shall have the same meaning as those expressed and
defined in the Trust Deed.

II. Convening of Meeting

The Issuer or the Trustee may convene a Meeting at any time, and the Trustee
shall be obliged to do so upon the request in writing of any Bondholders.
Every Meeting shall be held on a date, and at a time and place, approved by
the Trustee.

III. Notice
At least 21 days' notice, or such shorter notice, as may be unanimously agreed
by the Bondholders (exclusive of the day on which the notice is given and of
the day on which the relevant Meeting is to be held) specifying the date, time
and place of the Meeting shall be given to the Bondholders and the Issuer,
where the Meeting is convened by the Trustee or, where the Meeting is
convened by the Issuer, the Trustee. The notice shall set out the full text of any
resolutions to be proposed unless the Trustee agrees that the notice shall
instead specify the nature of the resolutions without including the full text of
such resolutions.

IV. Chairman
An individual (who may, but need not, be a Bondholder) nominated in writing
by the Trustee may take the chair at any Meeting but, if no such nomination is

70 | P a g e
 made or if the individual nominated is not present within 15 minutes after the
time fixed for the Meeting, those present shall elect one of themselves to take
the chair. The Chairman of an adjourned Meeting need not be the same person
as was the Chairman of the original Meeting.

V. Quorum
The quorum at any Meeting shall be such number of Voters as required to
represent or hold not less than 662/3% of the Outstanding Bonds.

VI. Adjournment for want of quorum

If within 15 minutes after the time fixed for any Meeting a quorum is not
present, then (a) in the case of a Meeting requested by Bondholders, it shall be
dissolved; and (b) in the case of any other Meeting (unless the Issuer and the
Trustee otherwise agree), it shall be adjourned for such period (which shall be
not less than 13 days and not more than 42 days) and to such place as the
Chairman determines (with the approval of the Trustee); provided, however,
that the Meeting shall be dissolved if the Trustee in its sole and absolute
discretion so decides.

VII. Adjourned Meeting

The Chairman may, with the consent of, and shall if directed by, any Meeting
adjourn such Meeting from time to time and from place to place, but no
business shall be transacted at any adjourned Meeting except business which
might lawfully have been transacted at the Meeting from which the
adjournment took place.

VIII. Notice following adjournment

Paragraph III (Notice) shall apply to any Meeting which is to be resumed after
adjournment for want of a quorum save that: (a) 10 days' notice (exclusive of
the day on which the notice is given and of the day on which the Meeting is to
be resumed) shall be sufficient; and (b) the notice shall specifically set out the
quorum requirements which will apply when the Meeting resumes.

It shall not be necessary to give notice of the resumption of a Meeting which

has been adjourned for any other reason.

IX. Participation
The following may attend and speak at a Meeting:
a) Voters;
b) representatives of the Issuer and the Trustee;

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 c) the financial advisers of the Issuer and the Trustee;
d) the legal counsel to the Issuer and the Trustee and such advisers; and
e) any other person approved by the Trustee.

X. Show of Hands
Every question submitted to a Meeting shall be decided in the first instance by
a show of hands. Unless a poll is demanded before or at the time that the result
is declared, the declaration of the Chairman that on a show of hands a
resolution has been passed, passed by a particular majority, rejected or
rejected by a particular majority shall be conclusive, without proof of the
number of votes cast for, or against, the resolution. Where there is only one
Voter, this paragraph shall not apply and the resolution will immediately be
decided by means of a poll.

XI. Poll
A demand for a poll shall be valid if it is made by the Chairman, the Issuer,
the Trustee or one or more Voters representing or holding not less than one
fiftieth of the Outstanding Bonds. The poll may be taken immediately or after
such adjournment as the Chairman directs, but any poll demanded on the
election of the Chairman or on any question of adjournment shall be taken at
the Meeting without adjournment. A valid demand for a poll shall not prevent
the continuation of the relevant Meeting for any other business as the
Chairman directs.

XII. Votes
Every Voter shall have
a) on a show of hand, one vote; and
b) on a poll, one vote for each number of Outstanding Bonds represented
or held by him.

A Voter shall not be obliged to exercise all the votes to which he is entitled or
to cast all the votes which he exercises in the same way. In the case of equality
of vote the Chairman shall have a casting vote.

XIII. Decision of the Meeting

Questions arising at a meeting of the Subscribers at which a quorum is present
shall be decided by a Majority of Votes.

XIV. Minutes

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 Minutes of all resolutions and proceedings at each Meeting shall be made. The
Chairman shall sign the minutes, which shall be prima facie evidence of the
proceedings recorded therein. Unless and until the contrary is proved, every
such Meeting in respect of the proceedings of which minutes have been
summarized and signed shall be deemed to have been duly convened and held
and all resolutions passed or proceedings transacted at it to have been duly
passed and transacted.

XV. Written Resolution

The resolution of the Meeting shall be Written Resolution and shall take effect
from the date of decision that has been made in the Meeting.

XVI. Further regulations

Subject to all other provisions contained in this Trust Deed, the Trustee may
without the consent of the Issuer or the Bondholders prescribe such further
regulations regarding the holding of Meetings and attendance and voting at
them as the Trustee may in its sole discretion determine.

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