ADVISORY AGREEMENT

THIS ADVISORY AGREEMENT (“Agreement”) is entered into on the 3rd day of September 2021.

BY AND BETWEEN THE FOLLOWING PARTIES:

(1) PakTekHub (Private) Limited, a company incorporated and existing under the laws of Pakistan,
having its registered place of business at 7th Floor, Dolmen Executive Tower, Block 4, Karachi-
75600 (hereinafter referred to as “PTH”, which expression shall include its successors in interest,
administrators and assigns); and

(2) Mr. Ali Khurram Irfan Nomani, holding CNIC No. [ - ], resident of [ - ], Pakistan;

(3) Mr Baseer Haqqie, holding CNIC No. [ - ], resident of [ - ] ,Pakistan;

(The persons named from (2) to (3) shall hereinafter be jointly referred to as the “Founders” and
individually as a “Founder”, which expression shall include their successors in interest, administrators
and assigns).

(PTH and the Founders shall collectively be referred to as the “Parties” and individually as the “Party”
as and when the context may apply).

THE PARTIES HEREBY AGREE AS FOLLOWS:

1. The Founders hereby acknowledge that they are in the process of incorporating a private limited
company under the laws of Pakistan, the shareholding whereof shall, upon incorporation, be
100% owned and controlled by the Founders (hereinafter referred to as the “Company”, which
expression shall include its successors in interest, administrators and assigns). The Founders
hereby undertake and bring on record that they have engaged PTH to provide expert advice,
assistance and mentorship to enable the Founders to successfully incorporate and grow the
Company by adopting and implementing best practices detailed in Annexure I hereto, including
but not limited to; operations, strategy, finance, human resource, accounting, marketing, sales,
raising funds for injection into the Company in the region of USD [ - ] (United States Dollars
[ - ]) to USD [ - ] (United States Dollars [ - ] only) and general overall governance for the
Company. The Founders will be eligible to receive advice, assistance and consultancy services
from PTH as follows:

(a) Advice on corporate structure, internal governance and policies that ensure the robustness
of operations and allows growth of the Company;

(b) Education on issues associated with incorporation of start-up businesses and how to deal
with such issues;

(c) Guidance on SME start-up and operational related issues;

(d) Identifying of critical weakness in any area of the Company including but not limited to
its operations, marketing, finance, human resources and addressing these deficiencies to
ensure that the entity gains a robustness which makes its growth trajectory sustainable;

(e) Provide opportunities to meet investors / banks and other institutions willing to lend or
invest in the Company; and

(f) Facilitate the Founders in raising funds for injection into the Company in the region of
USD [ - ] (United States Dollars [ - ] only) to [ - ] (United States Dollars [ - ] only) (the
“Initial Funding”) in the manner stated in this Agreement.

2. Notwithstanding the date of execution of this Agreement, the obligations and responsibilities of
PTH under this Agreement shall begin from the date of incorporation of the Company (the “Start
Date”) except for services to be provided by PTH directly in connection with the formation and
incorporation of the Company, which shall begin from the date of execution of this Agreement.
The engagement by the Founders of PTH to provide the assistance, mentorship and advice in
terms of Clause 1 above shall be for an initial period of nine (9) months from the Start Date (the
“Initial Term”);

PROVIDED THAT if the Parties are successful in procuring firm offers from investors for
injection of the Initial Funding into the Company, the obligation of the Parties to raise the Initial
Funding shall be deemed as completed and satisfied and the period / term of this Agreement shall
become indefinite i.e., this Agreement shall remain effective and stay in force in perpetuity unless
 terminated by (a) either Party in terms of Clause 10 below; or (b) the mutual consent of both
Parties.

3. In consideration for the assistance, mentorship and advice to be provided by PTH to the Founders
in terms of Clause 1 above and for the other responsibilities of PTH as stated in this Agreement,
the Founders hereby undertake to pay to PTH, either directly or through the Company, the sums
as detailed in Annexure II hereto. The commitment and obligation of the Founders and the
Company to pay the monthly retainer to PTH in terms of Annexure II hereto shall continue for as
long as this Agreement remains valid; provided that if the Founders or the Company do not fulfil
their obligation to pay the monthly retainer to PTH under this Agreement and/or the Founders or
the Company attempt to terminate this Agreement without cause, the Founders and the Company
shall become liable to pay to PTH on first written demand by PTH, jointly and severally, a break-
fee calculated as per the following formula:

(a) If this Agreement is terminated in terms of this Clause 3 in the initial five (5) years from
the Start Date, the break-fee shall be the PKR equivalent of the sum of USD [ - ] (United
States Dollars [ - ] only);

(b) If this Agreement is terminated in terms of this Clause 3 after the completion of the fifth
(5th) year from the Start Date but before the completion of the fifteenth (15 th) year from
the Start Date, the break-fee shall be equivalent to A x B, where “A” equals the average
of the monthly retainer fee paid to PTH in the preceding twelve (12) months prior to
termination and “B” equals the number of months remaining from the date of termination
of this Agreement up to the fifteenth (15th) year anniversary of this Agreement;

(c) No break-fee shall be payable for a termination of this Agreement in terms of this Clause
3 after the fifteenth (15th) anniversary of this Agreement.

4. The Founders shall not, directly or indirectly, through the Company or otherwise, during the
continuation of this Agreement, engage any person and/or entity other than PTH to provide any
advice, assistance and consultancy services covered in Clause 1 above.

5. During the continuation of this Agreement and for a period of six (6) months after the expiry or
termination of this Agreement, PTH will not associate, cooperate and/or provide services of a
nature that is similar to the services being provided by PTH to the Founders under this Agreement
to any person(s) or company(ies) dealing in Soya Milk and/or Almond Milk as their primary
business. ; provided that the restriction contained in this clause shall not apply to PTH if this
Agreement is terminated by PTH for cause or following a breach or default of this Agreement by
the Founders. A breach of this clause by PTH shall make PTH liable to pay a penalty to the
Founders in the sum of PKR 20,000,000 (Pak Rupees Twenty Million only).

6. The Founders hereby acknowledge and agree that the ability of PTH to enhance the level of
corporate governance of the Company by providing the services agreed and to generally fulfil its
obligations in terms of this Agreement will be subject to the Founders providing PTH with all the
relevant and/or required data and information pertaining to the Company and the Company’s
business. The Founders undertake to provide to PTH in a timely manner all the relevant and/or
required data and information pertaining to the Company and the Company’s business. The
Founders further undertake that PTH shall be entitled to rely on the accuracy, completeness and
correctness of the data and information made available to it by the Founders. Provision of
inaccurate, incorrect or incomplete data and/or information by the Founders shall constitute
“wilful misrepresentation” on the part of the Founders for the purposes of this Agreement and
shall entitle PTH to forthwith terminate this Agreement “for cause”. The Founders acknowledge
that circumstances resulting in wilful misrepresentation under this Agreement shall cause
irreparable reputational harm and damage to PTH and undertake that in such a circumstance they
shall be jointly and severally liable to pay to PTH a penalty in the amount of PKR 3,000,000 (Pak
Rupees Three Million only) (the “Founders Penalty”). The right of PTH to recover the Founders
Penalty from the Founders in terms of this clause shall be without prejudice to the rights of PTH
to terminate this Agreement for cause, or otherwise seek any other remedy against the Founders,
whether available under contract or law. PTH acknowledges that the Founders shall not be
responsible for the accuracy, completeness or correctness of any data and/or information that is
collected from the market.

7. PTH undertakes that the Founders shall be fully entitled to rely on the accuracy, completeness
and correctness of the data and information made available by PTH to the Founders. Provision of
inaccurate, incorrect or incomplete data and/or information by PTH shall constitute “wilful
misrepresentation” on the part of PTH for the purposes of this Agreement and shall entitle the
Founders to forthwith terminate this Agreement “for cause”. PTH acknowledges that
 circumstances resulting in wilful misrepresentation under this Agreement shall cause irreparable
reputational harm and damage to the Founders and undertakes that in such a circumstance, it shall
be liable to pay to the Founders a penalty in the amount of PKR 3,000,000 (Pak Rupees Three
Million only) (the “PTH Penalty”). The right of the Founders to recover the PTH Penalty from
PTH in terms of this clause shall be without prejudice to the rights of the Founders to terminate
this Agreement for cause, or otherwise seek any other remedy against PTH, whether available
under contract or law. The Founders acknowledge that PTH shall not be responsible for the
accuracy, completeness or correctness of any data and/or information that is collected from the
market.

8. Confidentiality.

(a) “Confidential Information” means any non-public information that relates to the actual
or anticipated business and/or products, research or development of PTH, or the contents
of this Agreement (the “Disclosing Party”), including but not limited to technical data,
trade secrets, know-how, research, product plans, or other information regarding the
Disclosing Party’s products or services and markets therefor, customer lists and
customers, software, developments, inventions, processes, formulas, technology, designs,
drawings, engineering, hardware configuration information, marketing, finances, and
other business information disclosed by the Disclosing Party, either directly or indirectly,
in writing, orally or by drawings or inspection rights granted to the Founder.
Notwithstanding the foregoing, Confidential Information shall not include any such
information which the Founders can establish (i) was publicly known or made generally
available prior to the time of disclosure to any Founder; (ii) becomes publicly known or
made generally available after disclosure to any Founder through no wrongful action or
inaction of any Founder; or (iii) is in the rightful possession of a Founder, without
confidentiality obligations, at the time of disclosure as shown by the Founder’s then-
contemporaneous written records.

(b) During and after the term of this Agreement, the Founders will hold in the strictest
confidence, and take all reasonable precautions to prevent any unauthorized use or
disclosure of Confidential Information, and the Founders will not (i) use the Confidential
Information for any purpose whatsoever other than as necessary for the Founders to fulfil
its obligations under this Agreement, or (ii) disclose the Confidential Information to any
third party without the prior written consent of an authorized representative of the
Disclosing Party. The Founders may disclose Confidential Information to the extent
compelled by any applicable law; provided however, prior to such disclosure, the
Founders shall provide prior written notice to the Disclosing Party and seek a protective
order or such similar confidential protection as may be available under applicable law.
The Founders agree and acknowledge that the Disclosing Party is not transferring to the
Founders or the Company any ownership rights in the Confidential Information conveyed
under this Agreement. The Founders agree that its obligations under this Clause 8 shall
continue after the termination of this Agreement.

9. Force Majeure.

(a) The term “Force Majeure” as used in this Agreement shall mean a cause that is beyond
the reasonable control of the Party affected thereby which wholly or in substantial part
prevents the same from performing its respective duties and obligations hereunder,
including but not limited to acts of God, acts of the public enemy, acts of war, (declared
or undeclared), riot or civil commotion, terrorism, explosions, floods, pandemics, etc.

(b) The Party seeking to rely on a Force Majeure event will give a written notice thereof as
soon as practicable to the other Party upon becoming aware of an event of the Force
Majeure and shall use all reasonable endeavours to mitigate the effect of any event of
Force Majeure upon the performance of its obligations under this Agreement and to
comply with its obligations as fully and promptly as reasonably possible. If an event of
Force Majeure occurs and notice is given as provided above, the obligation of the Party
giving such notice shall be suspended to the extent made necessary by such event of
Force Majeure and provided the effect of such event of Force Majeure is eliminated, the
Parties shall meet as soon as possible to examine the contractual effects of such an event
and in good faith attempt to reach a practical and just solution.

10. Termination.

(a) Notwithstanding anything in this Agreement to the contrary, PTH reserves the right to
terminate this Agreement: (i) for a Founders’ breach of this Agreement that is not cured
 within a period of sixty (60) days after notice thereof is provided by PTH to the Founders
or any event constituting wilful misrepresentation by the Founders as per Clause 6 above;
(ii) for a Founders’ conviction, either individually or jointly to any felony; (iii) in case of
the Founders or the Company being blacklisted by any government / statutory body or
organization; or (iv) if necessary or advisable to comply with applicable laws.

(b) Notwithstanding anything in this Agreement to the contrary, Founders reserves the right
to terminate this Agreement: (i) for PTH breach of this Agreement that is not cured within
a period of sixty (60) days after notice thereof is provided by the Founders to PTH or any
event engagement by the PTH in breach of Clause 5 above; (ii) for a PTH members’
conviction, either individually or jointly to any felony; (iii) in case of PTH or the
members thereof being blacklisted by any government / statutory body or organization; or
(iv) if necessary or advisable to comply with applicable laws.

(c) Termination of this Agreement shall be without prejudice to any rights that may have
accrued in favour of a Party prior to the termination of this Agreement.

(d) Upon termination, PTH will not have any right to disclose any information related to the
Founders or the Company which seems to be confidential to the Company.

11. Tag-Along Right and Drag-Along Right

(a) Following incorporation of the Company, if the Founders propose to transfer all or any
portion of the shares held by them in the Company to a third party not being PTH (the
“Tag-Along Sale”), the Founders shall be required to forthwith inform PTH in writing of
such intention (“Transfer Notice”). The Transfer Notice shall contain all relevant details
of the terms and conditions on which the Founders intend to transfer their shares in the
Company to such third party. Upon receipt of the Transfer Notice, PTH shall have the
right (the “Tag-Along Right”) to require the Founders to cause such third party or its
nominee to also acquire, in addition to the shares of the Founders, the shares of PTH in
the Company on the same terms and conditions as that of the Founders’ shares, in
proportion to the shares offered by the Founders to such third party. PTH shall be
required to exercise the Tag-Along Right within a period of thirty (30) days after receipt
of the Transfer Notice. The Founders shall not be entitled to sell and/or transfer their
shares in the Company unless it complies with this clause.

(b) Following incorporation of the Company, if the Founders propose to transfer the shares
held by them in the Company along with management control to any third party not being
PTH, the Founders shall have the right to require PTH to also sell to such third party all
shares held by PTH in the Company on the same terms and conditions as that of the
Founders’ shares; provided that the sale / transfer price shall not be less than the higher of
(i) the value of shares of the Company determined in the Company’s last funding round,
or (ii) the break-up value of the shares of the Company, or (iii) the valuation of the
Company’s share as determined by an independent valuator.

12. Miscellaneous

(a) The Annexures referred to and appended herewith shall form an integral part of this
Agreement. This Agreement and its Annexures constitute the entire agreement between
the contracting Parties concerning the subject matter hereof. Any amendments or
modifications of this Agreement shall be in writing and executed by the contracting
Parties.

(b) This Agreement shall be governed by the laws of Pakistan. This Agreement is executed at
Karachi and the Courts at Karachi shall have exclusive jurisdiction to adjudicate any
dispute or matter arising from or under the provisions of this Agreement.

(c) In case any dispute / disputes arising between the Parties, the Parties shall refer such
dispute for arbitration before initiating any legal proceedings in Court. Arbitration
proceedings shall be conducted by a single arbitrator appointed by the mutual consent of
the Parties; provided that if the Parties are unable to mutually agree upon the single
arbitrator, each Party shall nominate a third-party to appoint an arbitrator, and the third-
party nominated by each Party shall mutually agree upon the person who shall become be
appointed as the single arbitrator for arbitration proceedings under this Agreement.

(d) This Agreement will be binding upon each Founder’s assigns, administrators, and other
legal representatives, and will be for the benefit of PTH, its successors, and its assigns.
 There are no intended third-party beneficiaries to this Agreement, except as expressly
stated. Following the incorporation of the Company, this Agreement shall also become
binding on the Company and the Founders shall procure the Company to accede to this
Agreement through a written instrument.

(e) This Agreement constitutes the entire agreement and understanding between the Parties
with respect to the subject matter herein and supersedes all prior written and oral
agreements, discussions, or representations between the Parties.

(f) If a court or other body of competent jurisdiction finds, or the Parties mutually believe,
any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such
provision will be enforced to the maximum extent permissible so as to affect the intent of
the parties, and the remainder of this Agreement will continue in full force and effect.

(g) No modification of or amendment to this Agreement, nor any waiver of any rights under
this Agreement, will be effective unless in writing signed by the Parties. Waiver by a
Party of a breach of any provision of this Agreement by the other Party will not operate as
a waiver of any other or subsequent breach/es.

(h) The Founders shall reimburse PTH for applicable out-of-pocket expenses relating to the
rendering of their services up to PKR [__] (Pak Rupees [Insert Amount in Words] only),
which sum shall be paid as on-account payment to PTH, beyond which amount, the prior
approval of the Founders will need to be sought.

(i) Each such notice or other communication required or permitted under this Agreement
shall be treated as effective or having been given (i) if delivered by hand messenger or
courier service, when delivered; (ii) if sent by mail, at the earlier of its receipt or seventy-
two (72) hours after the same has been deposited in registered post, addressed and mailed
as aforesaid; (iii) if sent by electronic mail, upon confirmation of delivery when directed
to the relevant electronic mail address.

IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date first written
above.

[SIGNATURE PAGE FOLLOWS]

 [SIGNATURE PAGE]

…………………………………………………….
Signed for and on behalf of
PakTekHub (Private) Limited

Name: Masood Naseem Tyabji

CNIC.: 42000-3428801-5

……………………………………………………. …………………………………………………….
Signed by Signed by
Mr Ali Khurram Irfan Nomani Mr Base Haqqie

CNIC: CNIC:

WITNESS: WITNESS:

……………………………………………………. …………………………………………………….

Name: Name:
CNIC: CNIC:
 ANNEXURE I

SERVICES TO BE PROVIDED BY PTH TO THE COMPANY

AND/OR ITS FOUNDERS.

Functional Area Details of activity

Incorporation  Guidance on proper articles and memorandums of association.

 Selection of adequate protection on ‘Reserve Matters’.
 Instituting a conflict resolution mechanism amongst the Founders,
ensuring continuity of the Company.
 Guiding on the mechanism of vesting of shares.
 Guiding on rights and obligations of Founders in a partial exit scenario.
 Guidance on an equitable and rewarding mechanism that allows Founders
to partially exit, either individually or jointly.

Human Resource  Key Job Descriptions (JD) of all employees including but not limited to
the Founders.
 Instituting Key Performance Indicators (KPI) for all employees including
the Founders.
 Put into place an organogram that creates maximum value for the
Company.

Strategy  Formulation of Company Vision, Mission Statement, Strategy & Plans.

 Understand business proposition and make a robust business plan.

Marketing  Creation of Brand Identity, Architecture, creative briefing and on-

boarding of creative & media agencies 
 Development of creative ideas and execution of 3 videos + posts for social
 Drive customer acquisition / conversion funnel

Finance &  Put into place a proper book keeping system.

Accounting  Procure and/or help develop an in-house MIS system that allows data
mining and helps in business management.
 Implement a cash management policy.

Buyer & Seller  Review, advise and guide on all buyer and supplier agreements to
Dynamics maximise value retention at the Company.

Fund Raising  Helping the Company raise both equity and debt for fund its growth.
 Raising funds up to the Initial Funding amount in accordance with the
terms of this Agreement.
 ANEXXURE II

COMPUTATION OF CONSIDERATION,
RETAINER FEE, ETC. PAYABLE BY FOUNDERS TO PTH

(1) In consideration for the services provided / to be provided by PTH in terms of this Agreement, the
Founders shall be liable to pay to PTH a monthly retainer fee as follows:

Time Period Operating Profit (EBIT) per Monthly Retainer Payable to PTH
month

Before any portion of the Initial Funding is PKR 50,000.00

raised

After a portion of the Initial Funding has been PKR 150,000

raised but before the Company attains a monthly (Net of taxes)
EBIT of PKR 400,000

If the Initial Funding is completed / satisfied 10% of EBITDA or Rs.150,0000,

and the investor/s are introduced by PTH, and whichever is higher.
provided the Company attains monthly Earnings
After Tax equal to or greater than PKR 400,000 This shall continue indefinitely.

(2) When a portion of the Initial Funding is completed / satisfied and the investor/s are introduced by
PTH, the Founders and the Company shall become liable to forthwith pay to PTH an amount
equal to the 5% of the funds received by the Company, which amount shall be deducted from the
sum raised or payable immediately from the funds being available to the Company.

(3) When a portion of the Initial Funding is completed / satisfied and the investor/s are introduced by
PTH, the Founders and the Company shall become liable to forthwith transfer to PTH shares in
the Company equal to 15 % of the issued and paid-up share capital of the Company (on a post-
injection of the Initial Funding basis) (the “PTH Equity”).

The Founders undertake to ensure that the PTH Equity shall not be diluted in the first round of
funding raised by the Company after the Initial Funding, and will only be diluted up to 50% of the
general dilution level in the second round of fund raising after the Initial Funding. In any
subsequent fund raising(s) by the Company, the share of PTH Equity will be diluted in the same
ratio along with all other equity holders.

(4) Upon any shares of the Company being transferred to PTH in terms of this Agreement, the
Founders shall procure the number of directors of the Company to be increased to at least four
(4). The Founders shall have the right to nominate two (2) persons on the board of the Company,
PTH shall have the right to nominate two (2) persons on the board of the Company. There may be
other directors nominated by the investor(s) and/or independent directors.