'ِ‫ٱلرحِ ِيم‬

َّ ‫ن‬ِِ ‫ٱلرحْ َٰم‬ َِِّ َٰ ‫بِس ِِْم‬

َّ ‫ٱَلل‬
PARTNERSHIP DEED

THIS PARTNERSHIP DEED is made and entered into, on this 29th day of January, 2024, by and between:

Muhammad Tayyab Shafiq, s/o , holding Passport No. ,

(hereinafter referred to as “Party A”, which expression shall, where the context so permits includes its authorized
representatives, legal representatives, permitted assigns and successors-in-interest) OF THE FIRST PART;

AND

Talha Ehsan, s/o , holding Passport No. , (hereinafter

referred to as “Party B”, which expression shall, where the context so permits includes its authorized representatives,
legal representatives, permitted assigns and successors-in-interest) OF THE SECOND PART;

(Party A and Party B may hereinafter collectively be referred to as the “Parties" or “Partners”, and individually as
“Party” or “Partner”)

WHEREAS the Parties are desirous of establishing, setting up, and running a Company by the name of ES Energy
Limited (company number: 15432516);

AND WHEREAS the Parties are desirous of forming a partnership (hereinafter the “Firm”), for the purposes of,
inter alia, operations and management of ES Energy Limited, in accordance with and to the extent set forth under
this Deed;

AND WHEREAS, the equity of the Parties in the Firm and their respective share ratio with regards to any all profit
and loss shall be as under: -
Party A
Party B

AND WHEREAS This Deed shall be deemed to have taken effect since 29th January 2024 (hereinafter the
“Effective Date”).
NOW, THEREFORE, THIS DEED WITNESSETH that in consideration of the mutual benefits and
promises, conditions, understandings, covenants, agreements, and undertakings hereinafter contained and intending
to be legally binding hereby and for other good and valuable consideration (the receipt and sufficiency of which is
hereby acknowledged by the Parties), it is mutually agreed by and between the Parties as follows:

1 Definitions and Interpretations

1.1 Definitions

The following words and expressions, wherever used in this Deed, unless repugnant to the context, shall have the
meaning assigned to them as defined hereunder:

1.1.1. “Deed” shall mean this Partnership Deed, incorporating any schedules attached hereto, as originally
executed by the Partners, or restated from time to time, and any amendments, modifications or
supplements thereof, from time to time, introduced in writing and duly signed by the Partners;

1.1.2. “Business” shall mean the business operations of ES Energy established and operated by the
Partnership, pursuant to this Deed;

1.1.3. “Business Premises” shall mean the registered location of Es Energy, the address of which is
stipulated in this Deed;

1.1.4. “ES Energy Limited” shall mean the company owned by the partnership;

1.1.5. “Information” shall mean any and all information relating to the Partnership and the Business,
including, inter alia, income statements, balance sheets, statements of cash flow, business plans, and
changes in financial position, details regarding revenues derived from the operations of the Business,
operating income, expenses, capital expenditures, all certificates, correspondence, documents, facts,
files, information, investigations, materials, notices, plans, projections, records, reports, requests,
samples, schedules, statements, studies, business plans, categorized, characterized, created, collected,
generated, maintained, processed, produced, prepared, provided, recorded, stored or used by the
Parties, or any of its representatives in connection with the Business, and accurate books, records,
accounts, and documents of the Partnership relating to the Business, including any Information that
is stored electronically or on computer-related media; provided, however, that nothing in this Deed
shall require the disclosure by any Party of Information that is protected by any legal privilege;

1.1.6. “Share” shall mean stake/interest of each Partner in the Business, inclusive of investments, profits,
loss, debts, expenses, liabilities;

1.1.7. “Partnership” shall mean the partnership formed pursuant to this Deed, as stipulated in Clause 2.1
of this Deed;

1.1.8. “Partnership Bank Account” shall mean the official bank account of the Partnership, opened
pursuant to this Deed;

2 Formation and Purpose of the Partnership

2.1 The scope of this Deed sets forth the terms and conditions under which the Partners agree, acknowledge,
and undertake to organize and associate themselves as partners, in a general partnership, to form a general
partnership firm (hereinafter the “Partnership”), in accordance with and to the extent set forth under this
Deed.

2.2 The Partnership shall be known by, operate, carry-on business, and contract under the name of ES Energy
(hereinafter the “Partnership Name”).

2.3 All Partners shall hold equity in the Partnership, and be jointly and severally liable for the same, in accordance
with their respective shareholding percentage stipulated in clause 4 of this Deed.

3 Business of the Partnership

3.1 Except as otherwise provided in this Deed, the Partnership shall, with effect from the Effective Date, carry
out the business of operating ES Energy. Moreover, the Parties shall mutually, with written consent, expand,
undertake, start, and carry out any other ancillary business activities as deemed beneficial from time to time,
as per requirements of business, in accordance with the relevant provisions of the applicable law.

3.2 The business of the Partnership shall be carried on at the Business Premises, and at such other place or places
as the Partnership may, with written mutual consent, agree from time to time.

3.3 The address of the Business Premises shall be; 128 City Road, London , United Kingdom EC1V2NX.

3.4 Any changes in the address of the Business Premises shall be inserted to this Deed as an addendum, subject
to the provisions of Clause 3.2.

3.5 The principal place of business of the Partnership shall be the Premise located within the territorial
jurisdiction of United Kingdom. All other Premise(s) shall be considered as branches of the Partnership.

3.6 The Business of the Partnership shall be deemed to have commenced with effect from the Effective Date, and
shall continue during the pendency of this Deed.

3.7 The Partnership shall, pursuant to this Deed, bear any and all costs and expense with regards to maintenance
and operations of the Business and all other outgoings and expenses.

4 Profit and Loss

4.1 The Parties agree and acknowledge that they shall share expenses, profit(s) and loss in [1:1].

5 Consideration

5.1 For the purposes of setting up the Business, the Parties shall contribute equal amounts as is mutually agreed
between them, in the manner and form in which it is mutually agreed.

6 Management of the Partnership

6.1 The Management of the Business and the operations of the Business shall be divided between the Partners
in three categories:
i. Responsibilities of Party A;
ii. Responsibilities of Party B;
iii. Mutual Responsibilities.

6.2 The details of the issues included in the three aforementioned categories shall be as stipulated in Schedule III
of this Deed.

6.3 Any amendments to Schedule III shall be made with written mutual consent of the Partners.

6.4 The decision of either Partner with respect to issues falling within his responsibility shall be final,
although any suggestion by the other Partner shall be given due consideration.

6.5 For the purposes of the Clause 6.4, it is hereby clarified that any suggestion given by one Partner with
respect to an issue falling within the responsibility of the other Partner shall not be binding.

6.6 All issues falling within the Mutual Responsibilities shall be decided with written mutual consent of the
Partners.

6.7 In case an agreement cannot be made regarding any matter relating to any issue falling within the Mutual
Responsibilities of the Partners, the matter shall be resolved by the mechanism provided in Clause 24 of
this Deed.

7 Meetings of the Partnership

7.1 The Partners shall, conduct its monthly progress meetings in the first week of each month (hereinafter the
“Monthly Meetings”), to be held on a mutually decided time, date, and location. The attendance of the
Partners shall be mandatory at the Monthly Meetings.
7.2 Other than the said Monthly Meetings, either Partner may, call upon a meeting of the Partnership, by giving
a two (02) days prior notice to the other Partner to discuss any matter pertaining to the Business or day to
day affairs of the Partnership (hereinafter the “General Meetings”).

7.3 The Monthly and the General Meeting(s) may hereinafter collectively be referred to the “Partnership
Meetings”.

7.4 For each Partnership Meeting, the Partners may, if required, appoint an employee for the purposes of
recording the minutes of the meeting.

8 Partners’ Duties

8.1 Each Partner shall at all times:

8.1.1. show the utmost good faith and respect to the other Partner, as well as employees and staff of the
Partnership;
8.1.2. conduct himself/herself in a manner becoming of a civilized and reasonable individual entrusted
with taking decisions in the best interest of the Partnership, and use his/her best skills, knowledge
and endeavors to promote the Business of the Partnership;
8.1.3. keep proper records of all business transacted, on behalf of the Partnership;
8.1.4. provide such information and documents to the Partnership, as may be required, with regards to
business matters and transactions of the Partnership;
8.1.5. observe professional standards and ethics of the relevant industry, in accordance with applicable
law;
8.1.6. duly and punctually discharge all personal debts and liabilities and keep the property of the
Partnership and the property of other Partners indemnified against the same, and against all actions,
proceedings, costs, claims, and demands that may arise in that respect;

9 Prohibited Dealings

9.1 Unless expressly provided for under this Deed, no Partner shall, without the unanimous and written consent
of the Partners, undertake the following:

a. Engage, directly or indirectly, in any business, that competes with the business or activity of the
Partnership;

b. Make use of any money, property or asset belonging to the Partnership, or contract any debt, or
incur any liability on behalf of the Partnership, in due course of Business for the benefit of the
Partnership;

c. Lend any money, or give any guarantee(s) on behalf of the Partnership; or

d. Sell, transfer, assign, mortgage or charge equity shareholding in the Partnership, or any part thereof,
or enter into a partnership arrangement with any other person concerning such shareholding or any
part thereof;

10 Non-Compete and Non-Solicitation

10.1 Each Partner hereby agrees and undertakes that, throughout the existence of the Partnership, and for one
(01) year after the resignation, retirement, or exit of such Partner, as the case maybe (hereinafter the
"Restricted Period"), the Partner shall not, directly or indirectly, by itself or in collaboration with any other
entity or person, engage in any business, venture, activity, or be associated with any company, institution,
client, or organization, which conflicts or competes with, undermines, or impedes in any way, business or
activities of the Partnership, in the United Kingdom.

10.2 Each Partner hereby agrees and undertakes that, throughout the existence of the Partnership and during the
Restricted Period, no Partner shall directly or indirectly, without the unanimous consent of Partnership; (i)
solicit or encourage any person to leave employment or engagement with the Partnership or its affiliates; (ii)
hire, directly or on behalf of any other person or entity, any individual who was employed with the Partnership
or any of its affiliated entities, at any time within the preceding two (02) years; or (iii) solicit or encourage any
client of the Partnership, or any person or entity that has been the client of the Partnership, at any time within
the preceding two (02) years to leave the Partnership or its affiliates.

10.3 In case any Partner violates this Clause, the Partnership shall have the right to claim, and the Partner so
violating shall be liable to pay, an amount equivalent to the disbursed profits, or profits liable to be disbursed,
whichever the case may be, for a period of 6 months prior to the Exiting Partner exiting the Partnership.
10.4 For the purposes of the liability under Clause 10.3, the Partners hereby agree that the Partnership shall have
the right to deduct the liability from any outstanding dues owed to the Exiting Partner by the Partnership.
The Exiting Partner shall have the right to receive any amount owed after such deduction and the Partnership
shall have the right to claim, and the Exiting Partner shall be liable to pay, any amount of the liability remaining
after such deduction, whichever the case may be.

11 Account and Expenditure of the Partnership

11.1 The Firm shall open a Partnership Bank Account in a bank which is chosen by mutual consent of the Partners
which shall be used for the purposes of the Business.

11.2 All transactions of the Business shall be conducted through the Partnership Bank Account.

11.3 All moneys, revenues, fees or other considerations, including amounts received in cash, generated by or paid
to the Partnership, or collected by a Partner on behalf of the Partnership shall be paid and credited directly,
into the Partnership Bank Account.

11.4 The Party B shall maintain expenditure, inflow and outflow records and ensure that the revenue collected by
the Business and the Partnership is deposited in the Partnership Bank Account.

12 Expenditures Incurred and Losses Suffered

12.1 Any and all expenditure incurred by the Partnership shall be paid out of the Partnership Bank Account.

12.2 In case any expenditure of the Partnership will reduce the balance of Partnership Bank Account to an amount
below GBP 40,000 (GBP Forty Thousand), such expenditure shall only be made after seeking written
approval from the Partners.

12.3 In case any expenditure planned or incurred by Partnership exceeds the amount present in the Partnership
Bank Account, such expenditure shall only be made with the approval of all the Partners.

12.4 Any and all Partner Compensation, shall directly be paid into respective Partner’s bank account, details of
which shall be provided to the Partnership by way of written letter, in accordance with the mode and manner
that the Partners may decide.

12.5 All losses and all liabilities of the Partnership shall, unless otherwise agreed by all Partners, in writing, be
borne by the Partners in accordance with their equity shareholding in the Partnership.

13 Distribution of Revenue

13.1 The income of the Partnership, after payment of all expenditures, taxes and liabilities of the Partnership, shall
be distributed amongst the Partners, per the respective equity shareholding of each Partner, in accordance
with the provisions of this Deed.

(Compensation and Equity Pay Down may hereinafter collectively be referred as the “Partner
Compensation”)

Equity Pay Out

13.2 On each Monthly Meeting, any amount, in the Partnership Bank Account after payment of all expenditures
and taxes of the Partnership, shall be deemed to be the equity pool (hereinafter the “Equity Pool”) of the
Partnership.

13.3 On each Monthly Meeting, the Partnership may, on the recommendation of Party B, authorize the payment
of an amount as the Partnership may unanimously decide, from the Equity Pool, or any part thereof, to the
Partners, as Equity Pay Out, in accordance with the respective shareholding of each Partner.

13.4 Any Partner may, at any of the Monthly Meeting(s), may waive off its right to receive the Equity Pay Out, or
any part thereof, by way of a written notice to the Partnership. The same notice must be presented to Part A,
for record.

13.5 The Equity Pay Out of the Partners shall be based on the financial records and accounts prepared by Party
B, and duly approved by the Partnership.
14 Induction of A New Partner

14.1 A unanimous decision of the Partners, in writing, shall be required for inducting a new partner to the
Partnership.

14.2 The equity shareholding of the new Partner shall be determined and decided, during a meeting of the
Partnership.

14.3 The equity of new Partner(s) shall be diluted from the equity shareholding of the Party A and Party B, equally,
until the equity shareholding of the Party A and/or Party B reaches thirty percent (30%). Upon which, the
equity of a new Partner(s) shall be diluted from the equity shareholding of all Partners, on a pro rata basis.

14.4 Upon the decision of inducting a new partner, as mentioned herein above, the individual shall be admitted to
the Partnership, as a party to this Deed, by signing and executing a deed of adherence, unless the existing
Partners decide otherwise. The same shall be signed and executed by the individual being inducted as the new
partner along with all the existing Partners.

15 Resignation

15.1 Any Partner may resign from Partnership (hereinafter the “Resigning Partner”), at any time, by giving a two
(02) month prior written notice to the Partnership (hereinafter the “Resignation”).

15.2 The other Partner shall, within a period of five (05) days from the receipt of the Resignation Notice, undertake
the following:

a. Immediately inform and direct the Party A to draw up the accounts of the resigning Partner.

15.3 The Partnership shall, during the meeting called for the specific purpose, shall decide the terms and conditions
of the Resignation, in, including, inter alia, the equity payout of the Resigning Partner, and any pending
compensation owed to the said Partner, under this Deed.

15.4 The equity payout of the Resigning Partner may be paid in installments, over a period of one (01) year, and
shall be subject to any such deduction, in lieu of damages enforced against the Resigning Partner, by the
Partnership.

15.5 The quantum of the equity payout in lieu of equity shareholding held by the resigning Partner shall be decided
by the other Partner, in consultation with the Finance and Audit Committee and independent experts, if
required.

15.6 It is hereby clarified that regardless of the time of resignation, the Resigning Partner shall lay no claim
on reimbursement or return of any and all amounts that the said Partner paid into the Partnership at the
time of its commencement, or any amount paid in terms of the capital of this Partnership or the Business
or the Café or otherwise.

16 Death of a Partner

16.1 Upon death of a Partner, the equity shareholding of the respective Partner shall stand devolved to its legal
heirs, in accordance with the relevant provisions of applicable law. The legal heirs of the deceased Partner
may exercise any of the following options:

a. Sell the equity shareholding back to the Partnership, at a fair market value; or

b. Become a Partner, in the Partnership, in accordance with the provisions of this Deed.

16.2 In case the legal heirs of the deceased Partner decide to sell the equity shareholding to the Partnership, the
same shall be divided and distributed amongst the remaining Partners on a pro- rata basis.

17 Termination

17.1 The Parties agree and acknowledge that in such case, where one Partner wants to sell, assign, charge or transfer
their respective Share or a part/portion of the Share in the Business/Firm, the first right to buy the selling
Partner’s Share, at the market rate, shall rest with the other Partners.

17.2 In case of sale of the Firm or substantially all of its assets, the Firm’s name may also be sold along with the
other assets of the Firm. The assets of the Firm shall be used and distributed for specific purposes, in the
following order:
 a. To pay or provide for the payment of all liabilities of the Firm including liquidating expenses and
obligations;

b. To equalize the income accounts of the Parties, on pro rata basis;

c. To discharge the balance of the income accounts of the Parties, on pro rata basis;

d. To discharge the balance of the capital accounts of the Parties, on pro rata basis.

18 Correspondence

18.1 The Parties do hereby covenant that any notice, intimation, communication and/or request, to be given under
this Deed, shall be in writing, and state specifically that they are being served pursuant to this Deed. All such
notices shall be presumed to have been duly served if sent on the notified address of the other party, through
registered post/courier and electronic mail. The addresses of the Parties for the purpose of service are as
follows:

(a) in case of Party A

(b) in case of Party B

18.2 A notice, intimation, communication and/or request to be given under this Deed shall be deemed to have been
served (i) on the day it is delivered, (ii) or if such day is not a business day, then it shall be deemed to have been
served on the next business day, (iii) or if a notice, intimation, communication and/or request is received after
ordinary office hours, it shall be deemed to have been served on the third business day, after being served
through a registered post/courier.

18.3 In case of change of any of the above addresses, by the respective Party, the same shall notify, in writing,
immediately to the other Party by a registered letter through the fastest means indicating his new
corresponding/legal address, otherwise all correspondence sent to his address stated in this Deed shall be
considered as correctly directed.

19 Dissolution of the Firm

19.1 The Partners may, unanimously, by way of passing of a special resolution, in writing and with signatures of
all the Partners, at the Monthly Meeting, decide to dissolve the Partnership.

19.2 The Parties agree and acknowledge that this clause cannot be invoked, unilaterally and in case a Partner
decides to dissolve the Partnership, the same shall only be done, by tendering a resignation and in accordance
with the manner and mode stipulated in Clause 16 of this Deed.

19.3 Upon dissolution of the Partnership/Firm as per the provisions of Clause 20.1, the assets, both moveable
and immoveable, shall be divided as per the equity share of the Partners as mentioned in this Deed.

19.4 Any dispute with relation to the division as per Clause 20.3 shall be resolved through the process
elaborated in Clause 24.

20 Books of Accounts

20.1 The accounting year of the Partnership shall be from – for each
year (hereinafter the “Accounting Year”). The same may be changed by the unanimous decision of the
Partners.
20.2 The Partners may, with a unanimous vote, appoint a person, firm or a company, as the Partnership may deem
fit, to act as the accountant of the Partnership (hereinafter the “Partnership Accountant”). The Partnership
Accountant shall be responsible for undertaking all such tasks assigned to it by the Partnership, including,
inter alia, drawing up income statements or conducting an audit of the Partnership.

20.3 The Party B, or the Partnership Accountant, as the Partnership may deem fit, shall, one (01) month prior to
each fiscal year’s end, be responsible for drawing up an income statement of the Partnership, clearly
stipulating, inter alia, the revenue and expenditures of the Partnership. When the income statement is drawn
up, the Party B shall circulate a copy of the same to all Partners for review, verification, and approval.

20.4 The final income statement duly verified and approved by all the Partners shall be presented in the Monthly
Meeting, for either August of September, as the Partnership may decide, for the purposes of calculation of
Equity Compensation.

20.5 The Partners shall be responsible for maintaining a true and accurate record, including, inter alia, payments
and revenues received by the Partner, on behalf of the Partnership, in lieu of the business of the Partnership,
and all such matters, transactions and things as are usually written and entered into similar books of accounts.
A copy of the same shall be duly submitted to the Party A on a quarterly basis, for record keeping.

21 Loan

21.1 Any Partner may apply for a loan from the Partnership. Upon receiving a request for a loan from a Partner,
the Partnership shall call for a meeting to deliberate on the matter.

21.2 The Partnership shall, unanimously, by way of resolution in the Partnership meeting may approve the grant
of loan, and its terms and conditions.

22 Movable Assets

22.1 All movable assets of the Partnership shall be held, and always have deemed to be held by the Partners, in
accordance with the respective equity shareholding of each Partner.

23 Intellectual Property Rights

23.1 All intellectual and proprietary property rights, pursuant to this Deed, including, inter alia, trademarks and
logos in relation to the Partnership Name shall vest exclusively with the Partnership. This Clause shall
withstand the Terms of this Agreement, unless otherwise agreed by the Parties, in writing and duly signed.

24 Dispute Resolution

24.1 The Parties shall endeavor to reach an amicable settlement of any and all disputes that may arise out of or in
relation to this Deed, through mutual consultation and good faith, as promptly as possible, in accordance with
the clauses of this Deed. Each Party shall, however, continue to fulfill its obligations under this Deed during
the pendency of any dispute arising out of or relating to this Deed.

24.2 If at any time, any dispute persists between the Partners (hereinafter the “Partners in Dispute”), about the
Partnership, its accounts, transaction, management, operations or arising out of or in connection with this
Deed, or its validity construction or performance the same shall be resolved by a dispute resolution
committee, within seven (07) working days, consisting of all the Partners, and a mediator who shall be
appointed with the Partners’ mutual consent (hereinafter the “Dispute Committee”).

24.3 If the dispute persists, the dispute shall be finally resolved through arbitration by an arbitration committee,
(hereinafter the “Arbitration Committee”) comprising of a mutually decided and agreed upon Advocate of
the High Court.

24.4 Either Party may initiate the Arbitration proceedings. The place of arbitration shall be Lahore, unless the Parties
agree otherwise. The Arbitration Committee shall determine the rights, and obligations, of the Parties in
accordance with the substantive laws of Pakistan.

24.5 The Parties shall bear their respective costs and expenses with regards to the appointment of the Arbitrators,
unless ordered otherwise by the Arbitration Committee.

24.6 The Parties hereby agree that any and all proceedings of the Arbitration, including, inter alia, the briefs submitted
and the arguments shall be conducted in English.
24.7 Except as agreed by the Parties, the Arbitration Committee shall have no power to alter, or modify, any terms
or provisions of this Deed, or to render any award that, by its terms or effects, alters or modifies any term or
provision of this Deed.

24.8 The Parties shall be entitled to reasonable production of relevant, non-privileged documents, carried out
expeditiously. If the Parties are unable to agree upon the same, the Arbitration Committee shall have the power,
upon application of any Party, to make all appropriate orders for production of documents by any Party. At the
request of either Party, the Arbitration Committee shall have the discretion to order the examination by
deposition of any witness to the extent the Arbitration Committee deems such examination appropriate or
necessary.

24.9 Any award of monetary damages shall include the date of any breach, or violation of this Deed, or the incurring
of any obligation as determined in the arbitral award, until paid in full. Any award of monetary damages shall be
in writing, and shall state the reasons upon which the same is based. The award shall be final, and binding upon
the Parties.

24.10 Notwithstanding anything contained in any other term of this Deed, in case a dispute concerning the
performance of this Deed arises between the Parties, and such dispute, even if it amounts to the breach of this
Deed, is brought before the Arbitration Committee, the continued performance of this Deed shall not be
effected or hampered until the matter is finally decided by a forum/court of competent jurisdiction, subject to
the Parties continuing to comply with all the terms and conditions of this Deed, other than the one(s) in dispute.

25 Costs

25.1 The Partners shall be responsible for their own personal costs and taxes, however, any and all taxes, fines and
penalties applicable on the Partnership or the Business, in accordance with the relevant provisions of the
applicable law, shall be paid from the Partnership Bank Account.

25.2 In case the taxes payable exceed the amount available in the Partnership Bank Account, the Partners shall, on
pro rata basis, be liable for the payment of applicable taxes, in a timely manner, in accordance with the relevant
provisions of the applicable law.

26 Representation and Warranties

The Parties make the following representations and warranties to each other, and acknowledge that each Party
and its representatives are relying upon such representations and warranties, for the purpose of entering into
this Deed:

26.1 This Deed has been duly authorized, executed and delivered by the Parties, and is enforceable against the
Parties in accordance with the terms hereof, subject only to applicable laws.

26.2 The Parties have the legal competence and rights to enter into, execute, and perform this Deed, and the same
does not violate any laws, for the time being in force, or any contractual or legal obligation of either Party, or
any applicable judgement of the court of competent jurisdiction. There is no recorded or unrecorded
agreement, contract, option, commitment, privilege or any other right that is binding upon, or which at any
time in the future may become binding upon, the Parties to sell, transfer, convey, subject to lien, charge, grant
a security interest in, or in any other way dispose of or materially encumber the execution of this Deed, except
as stipulated in the terms herein.

26.3 As of the Effective Date, there is no pending action, suit or proceeding, at law or in equity, or by or before
any forum or Court, nor to the best of either Party's knowledge, threatened against the Parties, which may
materially affect the execution, validity and enforceability of this Deed.

26.4 Either Party shall not be held personally, jointly or independently liable for any claim, act or omission involving any
misconduct, misrepresentation, malpractice, negligence, fraudulent behavior, or any other illegal act committed
by the other Party, prior to the signing of this Deed, in any manner, whatsoever.

27 Indemnification

27.1 The Parties hereby indemnify, defend, and hold harmless, the other, from and against all third-party claims,
actions, suits, demands, damages, obligations, losses, settlement, judgments, costs and expenses, which arise out
of the breach of this Deed or relate to or result from any illegal act or omission, willful misconduct, fraud, or act
of negligence, as far as such acts or omissions arise following the signing of this Deed.

28 Confidentiality
28.1 Unless disclosure is required by applicable law, the Partners shall keep confidential, any and all information,
which constitutes, inter alia, a trade secret, personal information, commercial information, client information
and financial information, where such information is proprietary, privileged or confidential, or where
disclosure of such information may cause competitive harm to the other Partner.

28.2 The rights and obligations of the Parties under the relevant clauses of this Deed, with regards to the protection
of confidentiality of information, shall continue in effect, and survive the expulsion, resignation, removal of
the Partner or dissolution of the Partnership, and shall remain binding for a period of five (05) years,
thereafter.

29 Waiver of Rights

29.1 A provision of or a right created under this Deed may not be waived or deemed to be waived except in writing
and duly signed by the Party granting the waiver. Any waiver of any right hereunder by either Party hereto
shall not be deemed to constitute a waiver of any other right hereunder, whether of a similar or a different
nature.

30 Compliance with Laws

30.1 The Partners hereby affirm that they shall comply with any and all of the provisions of the applicable laws of
the land, affecting this Deed, and shall obtain any permits or licenses, at their own costs and expense,
necessary for performance of their obligations under this Deed. Neither Party shall take any action in violation
of any applicable legal requirement that could result in liability being imposed on the other Party.

30.2 The Party must notify the other within seven (7) days after receiving notice from a government agency or a Court
of law that it may in violation of any law as described above.

31 Severability

31.1 Each provision of this Deed shall be valid and enforceable to the fullest extent permitted by applicable law.
The invalidity of any one or more phrases, sentences, clauses or sections contained in this Deed shall not
affect nor invalidate the remaining portions of this Deed or any part thereof.

31.2 If the Parties cannot agree on an appropriate amendment, either Party may refer the matter for determination
pursuant to the procedure laid out in Clause 24.

32 Further Acts

32.1 The Parties shall ensure to take all such steps, as may be reasonably necessary or desirable, to give full effect
to this Deed. Without limiting the foregoing, the Parties may, at any time, execute further instruments and
assurances, and also take further actions as may be reasonably requested by the other Party, in order to cure
any defect in the execution and/or delivery of this Deed.

33 Governing Law and Jurisdiction

33.1 This Deed shall be governed and construed in accordance with the laws of Pakistan.

34 Force Majeure

34.1 Any failure or delay by a Party in the performance of its obligations under this Deed is not a default or breach of the
Deed, to the extent that the failure or delay is due to elements of nature or acts of God, acts of war, terrorism,
riots, revolutions, strikes, civil commotions, interference by civil or military authorities, condemnation or
confiscation of property or equipment by any Governmental Authority, nuclear or other explosion, radioactive
or chemical contamination or ionizing radiation, fire, epidemic, quarantine restriction, labor dispute or other
labor protest, stop-work order or injunction issued by a Governmental Authority or Court of Competent
jurisdiction, governmental embargo or any other factor beyond the reasonable control of a Party (each, a "Force
Majeure Event"), except to the extent that the consequence of such event arises by reason of (i) the negligence
or intentional misconduct of the Party or its representatives, (ii) any act or omission by the Party or its
representatives in breach of the provisions of this Deed, (iii) any strike, labor dispute or other labor protest
involving any person retained, employed or hired by the Party or its representatives to supply materials or
services for or in connection with the Project or any strike, labor dispute or labor protest pertaining to the
Parties that is not of general application that is caused by or attributable to any act or omission of the Party
or its representatives.
34.2 The Party failing or delaying due to a Force Majeure Event shall give notice to the Partner. Such notice must
describe the Force Majeure Event and include a good faith estimate as to the impact of the Force Majeure Event
upon the Partner’s responsibilities under this Deed.

35 Entire Deed

35.1 This Deed, shall be deemed to have taken effect since 29th day of January, 2024, constitutes the entire Deed
between the Parties pertaining to the subject matter hereof, and supersedes all prior Deeds, agreements,
affidavits, negotiations, discussions and understandings, written or oral, between the Parties. There are no
representations, warranties, conditions or other Deed, whether direct or collateral, or express or implied, that
form part of or affect this Deed, or that induced any Party to enter into this Deed, or on which reliance is
placed by any Party, except as specifically set forth in this Deed. The Parties acknowledge and agree that (i)
each Party has substantial business experience and is fully acquainted with the provisions of this Deed; (ii)
the provisions and language of this Deed have been fully negotiated; and (iii) no provision of this Deed shall
be construed in favor of any Party or against any Party by reason of such provision of this Deed having been
drafted on behalf of one Party rather than the other.

36 Counterparts

36.1 This Deed may be executed in as many counterparts, as the Partners may deem fit, each shall separately
constitute one and the same Deed.

IN WITNESS WHEREOF, the Parties hereto have set and subscribed their respective hands on this 29th day
of January 2024.

Party A Party B

Witnesses

Name: Name:
Passport No.: Passport No.:
 Schedule I – Partners

1. Muhammad Tayyab Shafiq

2. Talha Ehsan

Schedule II – Equity Shareholding of Partners in the Firm

As of the Execution Date, the equity shareholding of the Partners, in the Firm, shall be as follows:

Partner Percentage (%) of Equity Shareholding in the Firm

i. Muhammad Tayyab Shafiq 50
ii. Talha Ehsan 50

Schedule III Responsibilities

A. Responsibilities of Party B

a. Marketing – which shall include:

i. All matters relating to the promotion of the brand image of the Partnership and the Café;
ii. All matters ancillary and incidental thereto.
b. Finance & Audit – which shall include:
i. Maintaining true and correct accounting records of the Partnership;
ii. Allocate budgets for the operations of the Business;
iii. Maintaining an accurate record of invoicing, expenses, salaries;
iv. Preparing accounts and reports as may be required by the Partnership;
v. Compliance requirements;
vi. Conduct audit;
vii. All matters ancillary and incidental thereto.
c. All matters in connection with the aforementioned as stipulated either expressly or impliedly by the
Partnership Deed.
d. All overseas operations in regards to companies day to day affairs.
B. Responsibilities of Party A

a. Human Resources – which shall include:

i. Preparing and finalizing human resource policy;
ii. Hiring and termination of employees of the Partnership;
iii. Conduct monthly, quarterly and annual performance evaluation report of the employees, and
present it to the Partnership at the General Meetings;
iv. Manage issues and grievances of the employees;
v. All matters ancillary and incidental thereto.

b. All matters in connection with the aforementioned as stipulated either expressly or impliedly by the
Partnership Deed

c. Communications & Customer Relations – which shall include:

i. All communications on behalf of the partnership as and when required;
ii. All issues in relation to customer satisfaction and relations;
iii. All matters ancillary and incidental thereto.
d. All operations that are in effect in the UK with regards to company’s day to day affairs.

C. Mutual Responsibilities

a. Administration – which shall include:

i. Managing the day-to-day affairs of the Partnership;
ii. Managing the employees and administrative affairs, including, inter alia, operations and
management;
iii. Maintenance and improvement of the Business Premises and/or the Café;
iv. All matters ancillary and incidental thereto.
b. All matters in connection with the aforementioned as stipulated either expressly or impliedly by the
Partnership Deed