Dated: Sept 11, 2020

Premium Packaging Industries (Pvt.) Ltd.

113/12-M Q.I.E, Township
Kotlakhpat, Lahore
Pakistan

Attention: Mr. Rashid Sardar, CEO,

Re: Letter of Intent (LOI)

Dear Sir,

We, Premium Packaging Industries (Pvt.) Ltd., a company duly incorporated and
organized under the laws of Pakistan, having it principal address at [Plot No. 113/12-M
Q.I.E, Township, Kotlakhpat, Lahore, Pakistan] hereinafter referred as (“PPI”) would
like to submit the LOI for our tentative Ongrid Solar Project of 350 Kilo Watt Hour
(KWh) hereinafter referred as (“Project”) proposed by ASTUTE ENGINEERING
(Pvt.) Ltd., a company duly incorporated and organized under the laws of Pakistan,
having it principal address at #24, Street 52, F-11/3, Islamabad Pakistan hereinafter
referred as (“AE”).

We have gone through the AE proposal and, after having due discussion with Mr.
Tahir, GM Sales Engineering, we understand that AE is already in negotiation with
the potential investors / technology partners for the Project. We further understand
that AE would make possible efforts to fit in PPI objectives to meet our energy
requirements on the basis of technical survey report by AE’s technology Partner.
However neither this LOI has any obligation on AE to secure to the said project for
PPI nor PPI is under obligation. The letter of intent however ensures that PPI has the
intent for the installation of the mutually agreed Project and confirms, if the
management of PPI feels satisfied with the business model, PPI will confirm the
proposal by AE.

PPI further assures that the information, details, feasibility models etc. provided by
AE will remain property and copy right of AE and PPI will not distribute, share or
utilize the said information for any purpose other than on the abovementioned project
with AE. For the purpose a separate CONFIDENTIALITY AGREEMENT is also
to be signed by both organizations.

Please indicate your agreement to the terms of this LOI by signing and returning the
enclosed copy.

Yours sincerely,

Abbas Ahsan
Chief Executive Officer
PPI
 CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (Agreement) is made and entered into between:

ASTUTE Engineering (Pvt.) Ltd., a company duly incorporated and organized
under the laws of Pakistan, having it principal address at #24, Street 52, F-11/3,
Islamabad Pakistan (“AE”)
And
Premium Packaging Industries (Pvt.) Ltd, a company duly incorporated and
organized under the laws of Pakistan, having it principal address at [ Plot No. 113/12-M
Q.I.E, Township, Kotlakhpat, Lahore, Pakistan] hereinafter referred as (“PPI”).

AE and PPI are each hereinafter also referred to as the “Party” and, collectively, as
“the Parties”.

WHEREAS:
A. The Parties are examining the Opportunity for a possible future cooperation
between themselves and possibly involving other parties.
B. The Provider possesses certain Confidential Information relating to the
business, affairs, financial condition, assets, operations, trade secrets and other data
(whether or not of a similar nature) in respect of the Opportunity that is either non-
public, confidential or proprietary in nature, in the form of not only written
information but also information that may be transmitted orally, visually or by any
other means by the Provider or any directors, officers, employees, agents, counsel,
consultants and advisors (collectively "Representatives") of the Provider. There may
be contained in all notes, analyses, compilations or studies prepared by the Recipient
or its Representatives contained or based upon, in whole or in part, such information
and all non-public information obtained by visiting the facilities of the Provider or
discussing the Opportunity with the employees of the Provider or its respective
Representatives, herein collectively called (the "Confidential Information"); and
C. The Provider desires to provide access to Confidential Information pertaining
to the Provider, or otherwise available, to aid the Recipient in conducting an
evaluation of the Project;

NOW THEREFORE, the Parties agree as follows.

1 DEFINATIONS
Wherever used in this agreement the following terms shall have the meanings
set forth below:

“Affiliate” means any legal entity which, at the time of disclosure to it of any
Confidential Information, is directly or indirectly controlling, controlled by or
under common control with any of the parties.
“Agreement” means this Confidentiality Agreement ,as it may be amended
from time to time pursuant to Article 8 hereof.
“Confidential Information” means as defined in Recital B. However, the
term Confidential Information shall not include any information disclosed by
the Disclosing Party to the Receiving Party which a) is on the Effective Data,
or thereafter becomes, publicly available otherwise than through an act or
negligence of the Receiving party b) is demonstrably developed at any time by
the Receiving Party without use of Confidential Information, or c) is
 legitimately obtained at any time by the Receiving Party from a third party
without restrictions in respect of disclosure or use.
“Contemplated Agreement” means any future legally binding agreement
between the Parties in respect of the Opportunity.
“Disclosing Party” means the Party disclosing Confidential Information to
the other party under this Agreement.
“Effective Date” means the day this agreement become effective in
accordance with Sub article 7.1 hereof.
“Opportunity” means the Opportunity defined in Recital A.
“Purpose” means the evaluations, discussions and negotiations regarding a
contractual relationship between the parties in respect of the Opportunity.
“Receiving Party” means the party receiving Confidential Information from
the other party under this Agreement.

2 NON DISCLOSURE OF CONFIDENTIAL INFORMATION

2.1 The Receiving Party shall not disclose Confidential Information to any third
party or use it for any benefit except for evaluation and negotiating the
Opportunity.

3 USE OF CONFIDENTIAL INFORMATION

The Receiving Party is entitled to use Confidential Information, but only for
the Purpose.

4 PERMITTED DISCLOSURE OF CONFIDENTIAL INFORMATION

4.1 The Receiving Party may disclose Confidential Information to any of its
Affiliates and consultants, in which event the Affiliate and the consultant shall
be entitled to use the Confidential Information but only to the same extent the
Receiving Part is permitted to do so under this Agreement .The Receiving
Party hereby warrants that any Affiliate or consultant to which Confidential
Information is disclosed will be bound and will abide by terms of this
Agreement.
4.2 The Receiving Party shall limit the dissemination of Confidential Information
to its employees, consultants and Affiliates having a need to receive such
information to carry out Purpose.
4.3 The Parties acknowledge that the Receiving Party made disclose Confidential
Information only to its contractors, subcontractors, agents, or similar persons
and entities, upon prior written consent of the Disclosing Party. In the event of
Disclosing Party gives such consent, the Receiving Party warrants that any of
its contractors, sub-contractors, agents oar such other similar person and
entities to which Confidential Information is disclosed will be bound and will
abide by the terms of this Agreement.
4.4 Notwithstanding Sub article 2.1 hereof, the Receiving Party shall not be
prevented to disclose Confidential Information if (i) such disclosure is in
response to a valid order of a court or any other government body having
jurisdiction over this agreement or (ii) such disclosure is otherwise required by
law, provided that the Receiving Party, to the extent possible, has first given
prior written notice to the Disclosing Party and made reasonable effort to
protect the Confidential Information in connection with such disclosure.

5 COPYING AND RETURN OF FURNISHED INSTRUMENTS

5.1 The Receiving Party shall not be entitled to copy samples, models, drawings,
documents or other instruments furnished by the Disclosing Party hereunder
and containing Confidential Information, unless and to extent it is necessary
for the Purpose.
5.2 All samples, models, drawings, documents or other instruments furnished
hereunder and containing the Confidential Information shall remain the
Disclosing Party’s property. Such instruments or copies thereof shall be
promptly returned or destroyed by the Receiving Party, as its own costs, upon
the Disclosing Party’s request.

6 NON DISCLOSURE OF NEGOTIATIONS

6.1 Except as provided in Article 4, each party agrees that it will not without the
other Party’s prior written approval disclose to any third party the fact that the
Parties are discussing the Opportunity. The Parties acknowledge that the
provisions of this Agreement shall apply in respect of the content of any such
discussions. The undertaking set forth in this Article 6 shall survive the term
of this Agreement.

7 TERM AND TERMINATION

7.1 This Agreement shall become effective on the day it has been duly signed by
both Parties. The provision of this Agreement shall however apply
retroactively to any Confidential Information, which may have been disclosed
in connection with discussions and negotiations regarding the Project prior to
the Effective Date.
7.2 This Agreement shall remain inforce for (5) years from the Effective Date,
except to the extent this Agreement is superseded by stipulations of the
Contemplated Agreement.
7.3 If the Contemplated Agreement is concluded or either Party informs the other
Party that the Contemplated Agreement will not be concluded, then no further
Confidential Information shall be furnished hereunder.

8 AMENDMENTS
Any amendment to this Agreement shall be agreed in writing by both Parties
and shall refer to this Agreement.

9 GOVERNING LAW AND ARBITRATION

9.1 This Agreement shall be governed by construed in accordance with the
substantive laws of United Kingdom.
9.2 The Parties agree that if any claim, dispute or difference of whatever nature
arises under or in connection with this Agreement, (including a claim, dispute
or difference regarding its existence, termination or validity or any non-
contractual obligations arising out of or in connection with this Agreement) (a
“Dispute”), the Parties shall use all reasonable endeavours to resolve the
matter amicably. If one Party gives the others written notice that a Dispute has
arisen and the Parties are unable to resolve the Dispute within twenty (20)
Business Days of service of the written notice then the Dispute shall be
referred upon the application of any Party to, and finally settled by, arbitration
in accordance with the Dubai International Financial Centre - London Court of
International Arbitration (“DIFC-LCIA”) Rules (the “Rules”). The seat of
arbitration shall be in the Dubai International Financial Centre located in
Dubai, United Arab Emirates and the language of arbitration shall be English.
IN WITNESS WHEREOF, the Partners have entered into this Agreement the day,
month and year first above written.
EXECUTANTS
1. _________________________
Name:___________________
S/O:_____________________
Designation ______________
For and on behalf of
WITNESS
_________________________
Name:___________________
S/O:_____________________
CNIC/PASSPORT NO.____
_________________________
2.__________________________
Name:___________________
S/O:_____________________
Designation ______________
For and on behalf of
__________________________
Name:___________________
S/O:_____________________
CNIC/PASSPORT NO.____
_________________________