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SHORT - TERM LOAN AGREEMENT
This Short - Term Loan Agreement (“Agreement”) is made and entered into on this 1st day of February
2026 (“Effective Date”).
BETWEEN
METRO COMPUTER BANGLADESH Co., Ltd. , a Private Limited Company established under the
laws of the People’s Republic of Bangladesh pursuant to the Companies Act, 1994 , having its registered
office at 3rd Floor, 586/1 DSS Building, Shewrapara, Begum Rokeya Sarani, Dhaka - 1216, Bangladesh ,
represented by its Director Mr. Takashi Kawasaki , (hereinafter referred to as the “Company” , which
expression shall, unless repugnant to the context, include its successors and permitted assigns), of the one
part
AND
Tokyo Consulting Firm Limited , a company incorporated under the laws of the People’s Republic of
Bangladesh pursuant to the Companies Act, 1994 , having its registered office at Safura Tower (10th Floor,
South), 20 Kemal Ataturk Avenue, Banani C/A, Dhaka - 1213 , represented by its Director Mr. Fumihiro
Abe , (hereinafter referred to as the “Consultant” , which expression shall, unless repugnant to the context,
include its successors and permitted assigns), of the other part (The Company and the Consultant are
he reinafter individually referred to as a “Party” and collectively as the “Parties”.)
WHEREAS
a) The Company has requested a short - term loan facility to meet its immediate working capital
requirements;
b) The Consultant has agreed to provide such loan on the terms and conditions set forth herein.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Loan Amount
The Consultant agrees to provide the Company a short - term loan of BDT 2,000,000/ - (Taka Two Million
only) (“Loan”).
2. Purpose
The Loan shall be utilized solely for business and working capital purposes of the Company in
Bangladesh.
3. Loan Tenure
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The Loan shall be for a fixed period of three (3) months , commencing from 1 February 2026 and
ending on 30 April 2026 (“Initial Term”).
4. Service Charge
4.1 For the Initial Term, the Company shall pay a f ixed service charge of BDT 30,000/ - (Taka Thirty
Thousand only) to the Consultant.
4. 2 The Consultant shall issue a n invoice for the service charge in this February , and the Company shall
make payment strictly in accordance with the invoice within the stipulated time.
4. 3 The service charge is contractual consideration for arranging and managing the short - term financial
facility and shall not be treated as interest for the Initial Term.
5. Disbursement
The Loan amount shall be disbursed through bank transfer to the Company’s designated bank account as
notified in writing by the Company.
6. Repayment
The Company shall repay the entire principal amount of the Loan on or before 30 April 2026 , together
with any outstanding service charges.
Repayment shall be made through bank transfer to the Consultant’s designated bank account.
7. Renewal and Interest
7.1 Subject to mutual written agreement of both Parties, the Loan may be renewed after expiry of the
Initial Term.
7.2 Upon renewal, the outstanding principal shall carry an interest rate of 5% (five percent) per month .
7.3 The renewed Loan may be extended for a maximum period of twelve (12) months from the month
of renewal.
7.4 Interest shall be calculated on a monthly basis and payable as agreed in writing between the Parties.
8. Prepayment
The Company may prepay the Loan, in whole or in part, with prior written notice to the Consultant. No
prepayment penalty shall apply unless otherwise agreed.
9. Default
9.1 Failure by the Company to:
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• repay the Loan within the agreed time; or
• pay any monthly service charge within the stipulated period
shall constitute an event of default , entitling the Consultant to demand immediate repayment and/or
initiate legal proceedings under applicable laws of Bangladesh.
9.2 Notwithstanding the preceding paragraph (9.1) ; if the Loan is not repaid by the due date , solely due to
the pending Change of Ownership Procedure and related restrictions on remittance of funds from the
Parent Company, such delay will not automatically be deemed a Default. In such cases, the Parties shall
negotiate in good faith regarding the repayment method or extension of the repayment period prior to the
application of interest or default action.
10. Compliance with Laws
The Company shall ensure compliance with all applicable laws, rules, and regulations of Bangladesh ,
including taxation and financial regulations.
11. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the People’s
Republic of Bangladesh , and the courts of Dhaka shall have exclusive jurisdiction.
12. Entire Agreement
This Agreement constitutes the entire understanding between the Parties and supersedes all prior
discussions or agreements relating to the subject matter hereof.
13. Amendment
No amendment or modification of this Agreement shall be valid unless made in writing and signed by
both Parties .
Loan Schedule:
Sl.
No. Month Opening
Principal (BDT)
Service
Charge (BDT)
Principal
Repayment (BDT)
Total
Payable
(BDT)
Due Date
1 February
2026 2,000,000 30,000 – 30,000 On or before 28
Feb 2026
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Sl.
No. Month Opening
Principal (BDT)
Service
Charge (BDT)
Principal
Repayment (BDT)
Total
Payable
(BDT)
Due Date
2 March
2026 2,000,000 – – – On or before 31
Mar 2026
3 April
2026 2,000,000 – 2,000,000 2,0 0 0,000 On or before 30
Apr 2026
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.
METRO COMPUTER BANGLADESH CO.,
LTD.
Tokyo Consulting Firm Limited
______________________
Name: Takashi Kawasaki
Title: Director
__________________
Name: Fumihiro Abe
Title: Director
Witness: 01
______________
Signature:
Name:
Occupation:
NID/ Passport No.:
Witness: 02
__________
Signature:
Name:
Occupation:
NID/ Passport No.: