DEED OF AGREEMENT

THIS DEED OF AGREEMENT (this “Agreement”) is entered into as of the 14th day of September 2023.

BETWEEN

(1) Khandaker Shamim Rahman, son of Abul Khayerat Khandaker and Sufia Khandaker, address: House 43, Apt- C3,
Dominno Water Breeze, Block I, Road 01, Banani, Dhaka, Occupation: Business, Date of Birth: 09 June 1975, E-mail:
novo9675@gmail.com, NID No.: 7795386437, Nationality: Bangladeshi, and (2) N. M. Eftakharul Alam Bhuiya, son of
late Md. Jainal Abedin Bhuiya and Rasheda Begum, Address: Alauddin Homes, Plot No. 1102, Flat 4F, Road: 2B, Sector 5,
Uttara, Dhaka, Bangladesh, Occupation: Business, Date of Birth: 31 July 1985, E-mail: b.eftakhar@gmail.com, NID No.:
19851926709061965, Nationality: Bangladeshi, (hereinafter collectively referred to as the “First Party”) which expression
shall, unless repugnant to the context, mean and include their successors and assigns of the One Part.

AND

(1) Md Mahmudur Rahman, son of Md. Mujibur Rahman and Rahima Akhter, Address: H-16, R-12, Merul Badda (DIT
Project), Dhaka, Occupation: Business, Date of Birth: 13-MAR-94, E-mail: rockers.mahmud@gmail.com, NID No.:
4183536731, Nationality: Bangladeshi, and (2) Md. Alvi Rahman, son of Md. Habibur Rahman and Yasmin Samad,
Address: House 88, Road 8/A, Flat- 401, Dhanmondi R/A, Dhaka, Occupation: Business, Date of Birth: 05-DEC-93, E-
mail: alvirahman06@gmail.com, NID No.: 19932691615000276, Nationality: Bangladeshi, (hereinafter jointly referred to
as the “Second Party”) which expression shall, unless it be repugnant to the subject or context thereof, include their
successors and permitted assigns of the Other Part.

WHEREAS:

A. The members of the First Party are shareholders and board of directors (as applicable) of the company named WeGro
Technologies Limited (hereinafter called the “Company”) and are not actively engaged in the operation of the
Company;

B. The members of the Second Party are shareholders and board of directors of the Company, appointed as CEO and
COO of the Company respectively and are actively running the operation (including but not limited to day-to-day
operations, managing bank accounts, selection of project investment, profit collections and distributions, etc.) of the
Company;

C. Now, the Parties have decided to enter into this Agreement, to determine the rights and responsibilities of the Parties
among them.

THEREFORE, on the basis of the following mutual covenants and considerations, the Parties hereto agree as follows:

1. DEFINITIONS

The defined terms used in this Agreement, unless the subject or context otherwise requires, shall have the below-mentioned
meanings:

“Agreement” means this Deed of Agreement, including any and all annexes, exhibits, attachments, and schedules hereto,
amended from time to time.

“Effective Date” means the date of incorporation of this Company.

“Party” means each member of the First Party and the Second Party individually.

“Parties” means the First Party and the Second Party collectively.

Page 1 of 4
2. AGREEMENT OF THE PARTIES

2.1 Being the active board members, the Second Party agrees and undertakes that, all major strategic decision on behalf of
the Company (including opening or closing of bank accounts, taking loan, disbursement of significant fund, accepting
any investment in the equity, appointment of any senior human resources) shall be taken under prior written consent of
the First Party (hereinafter collectively called the “Board”). Any failure to comply with the terms and conditions of this
Agreement shall make the action and/or omission of the Second Party illegal and the members of the Second Party
shall equally and individually be held liable for such non-compliance and shall be responsible to indemnify and
compensate the members of the First Party pursuant to this Agreement.

2.2 Any loan, financing, investment, agricultural project or non-agricultural project, accepted by the Board shall be utilised
in the sole benefit of the Company and/or shareholders and/or for all the Board members and for no personal gain by
the Second Party. The Second Party shall at all times be responsible for the acts and/or omission of the Company as
active members, to invest or utilise the loan, finance, investment (in whatever manner or form received) in the benefit
of the Company only and shall always indemnify and compensate the First Party for any violation, default, loss,
damage, cost, expense, suit, proceedings, caused to the First Party due to the action and/or omission of the Second
Party. However, the First Party shall extend their best co-operation towards the Second Party for any recovery of
project investment.

2.3 Each Party declares and undertakes that each Party receives and will continue to receive significant knowledge,
information, strategic ability, sensitive connection with stakeholders through his/her appointment in the Company, the
value of which cannot be determined in money, therefore, each Party declares that s/he shall not enter or start a similar
profession or trade or shall not act as an employee, officer, shareholder, director, partner, consultant, agent, owner or in
any other capacity with a competing company without the prior written consent of the other Party.

2.4 The Parties agree that for the purpose of this Agreement, Ms. Sadia Afroze Sultana, wife of Mr. Khandaker Shamim
Rahman, shall be deemed included in the First Party and shall be entitled to the rights and responsibilities available to
the First Party.

2.5 The Second Party agrees that they shall be liable to hold Board meetings regularly, issue notice and circulate the
meeting minutes to all the Board members on a timely manner and to file AGM, audit reports, EGM etc. with the
concerned regulatory authorities in a timely manner. The First Party agrees to cooperate with the Second Party in this
regard.

2.6 The Second Party further agrees that they shall be distributing banks statements of all the bank accounts of the
Company, and revenue and cost details of every month within the 7 th day of next calendar month to the First Party. The
Parties agree that the First Party may ask for account details, financial statement, term sheet(s), investment
agreement(s) or any other document(s), as necessary, and the the Second Party shall cooperate and immediately
provide with the same to the First Party.

3. TERM & TERMINATION

3.1. This Agreement shall become binding upon the Parties from the Effective Date and shall remain valid until expressly
and mutually terminated by the Parties. Each Party shall be liable for its roles and responsibilities as contemplated in
this Agreement.

4. GOVERNING LAW

This Agreement shall be construed in accordance with and governed by the laws of Bangladesh.

Page 2 of 4
5. AMENDMENT

This Agreement may only be amended or modified by a written instrument executed by authorized representatives of both
the Parties.

6. INDEMNITY

The Second Party shall at all times hereafter indemnify and keep the First Party fully indemnified and harmless against all
losses, damages, costs, charges, expenses, interests, and suits of any nature whatsoever arising out of acts, omission, or
negligence of the Second Party or due to non-performance by the Second Party of any of its obligations knowingly and
without reasonable excuse under this Agreement or any other arrangement between the Parties or arising out of any third
party claims, demands, actions or proceedings, which the First Party may pay, incur, suffer or sustain or be liable to pay,
incur, suffer or sustain as a result or consequence, direct or indirect, of any breach or failure to perform any of the
provisions of this Agreement by the Second Party.

7. SEVERABILITY

The clauses and paragraphs contained in this Agreement are intended to be read and construed independently of each other.
If any part of this Agreement is held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability
will not affect the operation of any other parts of this Agreement.

8. NOTICES

8.1 All notices and other communications required or permitted hereunder shall be in writing and the language shall be in
English and shall be sent either by hand or by messenger or sent via electronic mail, addressed to a Party hereto at the
addresses specified hereinabove.

8.2 Each such notice, request, or other communication shall be effective if given by hand or messenger, at the time of
delivering it, or if given by electronic mail, at the time of sending it.

9. DISPUTE RESOLUTION

In the event of any dispute arising out of or in connection with this Agreement, the Parties hereto shall consult and
negotiate with each other in good faith to settle the dispute. If the Parties are unable to reach an amicable settlement within
30 (thirty) days after the dispatch of dispute notice by the aggrieved or either Party, each Party hereby agrees that such
dispute shall be finally decided by in accordance with the Arbitration Act, 2001 of Bangladesh as amended till date. Each
Party shall nominate one arbitrator, and the two arbitrators so appointed shall appoint the third arbitrator, who shall be the
chair of the Arbitration Tribunal. The venue of such arbitration shall be Dhaka, Bangladesh. The language of arbitration
proceedings shall be English. Each Party shall bear its own costs of arbitration. The award of Arbitration Tribunal shall be
final and binding upon the Parties.

10. ENTIRE AGREEMENT

This Agreement along with its annex(es) and exhibits, if any, constitute the entire Agreement and understanding of the
Parties in respect of its subject matters and supersedes all prior understandings, agreements, or representations by or
between the Parties relating to the subject matter hereto.

11. CONFIDENTIALITY

The Parties further acknowledge and agree that neither Party shall, save with the prior written consent of the other Party,
either during the term of this Agreement or thereafter, disclose confidential or proprietary information, including the
existence of this Agreement to any person or external Party whatsoever, and shall use its best endeavours to prevent the
unauthorized publication or disclosure of any confidential or proprietary information.

Page 3 of 4
12. RECITALS

The recitals contained herein shall constitute an integral and operative part of this Agreement.

13. COUNTER-PART

This Agreement is made in 2 (Two) sets in the original. Each of the Parties shall retain a set of original of the Agreement.

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT ON THE DAY,
MONTH, AND YEAR WRITTEN HEREINABOVE.

SIGNED AND DELIVERED SIGNED AND DELIVERED

For and on behalf of the First Party For and on behalf of the Second Party

1. Khandaker Shamim Rahman 1. Md Mahmudur Rahman

2. N. M. Eftakharul Alam Bhuiya 2. Md. Alvi Rahman

Witness 01 Witness 02

Name: Name:
Address: Address:

Page 4 of 4