[DRAFT] SHORT Loan Agreement TCF and METRO_3 million BDT_rev

Page 1 of 4 SHORT - TERM LOAN AGREEMENT This Short - Term Loan Agreement (“Agreement”) is made and entered into on this 1 st day of April 2026 (“Effective Date”). BETWEEN METRO COMPUTER BANGLADESH Co., Ltd. , a Private Limited Company established under the law s of the People’s Republic of Bangladesh pursuant to the Companies Act, 1994 , having its registered office at Mt - 107, 8th Floor of A. R. Tower, 24 Kemal Ataturk Avenue, Banani C/A, Dhaka - 1213, Bangladesh , repr esented 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. c) The Parties acknowledge that the share transfer procedure of the Company is currently expected to be completed on or before 31 May 2026, subject to the completion of the relevant legal and regulatory procedures. NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 1. Loan Amount The Consultant agrees to provide the Company a short - term loan of BDT 3 ,000,000/ - (Taka Three Million only) (“Loan”). 2. Purpose Page 2 of 4 The Loan shall be utilized solely for business and working capital purposes of the Company in Bangladesh. 3. Loan Tenure The Loan shall remain outstanding until the date falling one (1) month after the completion of the share transfer of the Company (“Repayment Due Date”), unless repaid earlier in accordance with this Agreement. 4. Service Charge 4.1 For arranging and managing the short - term financial facility during the initial no - interest period, the Company shall pay the Consultant a fixed service charge of BDT 30,000/ - (Taka Thirty Thousand only). 4. 2 The Consultant shall issue an invoice for such service charge on 30 April 2026, and the Company shall pay the invoiced amount within the payment period stated in the invoice. 4. 3 The Parties agree that the above service charge is a contractual service fee and shall not be construed as interest on the Loan. 4. 4 As a condition precedent to the disbursement of the Loan, the Company shall procure the deposit of JPY 3,900,000 (Japanese Yen Three Million Nine Hundred Thousand only) with the head office of the Consultant, Tokyo Consulting Firm Limited, in Japan (“Guara ntee Deposit”). 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 immediately upon the Consultant’s confirmation of receipt of the Guarantee Deposit referred to in Clause 4.4 . 6. Repayment 6.1 The Company shall repay the entire principal amount of the Loan on or before the date falling one (1) month after the completion of the share transfer of the Company. 6.2 The Company shall also pay any unpaid service charge due under Clause 4. 6.3 Repayment shall be made by bank transfer to the Consultant’s designated bank account in Bangladesh. 6.4 Upon full repayment of the Loan principal and all due service charges under this Agreement, the Consultant shall cause its head office in Japan to return the Guarantee Deposit of JPY 3,900,000 to the remitting party designated by the Comp any within one ( 1 ) month of such full repayment . Page 3 of 4 7. Interest 7.1 No interest shall accrue on the Loan from the Effective Date until the Repayment Due Date. 7.2 If any portion of the outstanding principal remains unpaid after the Repayment Due Date, interest shall accrue on such unpaid amount at the rate of 10% (ten percent) per annum from the day immediately following the Repayment Due Date until full payment. 7. 3 Any accrued interest under this Clause 7 shall be payable together with the outstanding principal upon final repayment, unless otherwise agreed in writing by 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: (a) repay the Loan by the Repayment Due Date; or (b) pay the service charge in accordance with Clause 4, 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 Clause 9.1, if repayment is delayed solely due to the pending completion of the share transfer procedure and any related restriction on remittance from the parent company, such delay shall not automatically constitute a default, and the Par ties shall discuss in good faith an appropriate repayment arrangement or extension. 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. Page 4 of 4 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 April 2026 3 ,000,000 3 0,000 – 3 0,000 On or before 30 April 2026 2 May 2026 3 ,000,000 – – – – 3 June 2026 3 ,000,000 – 3 ,000,000 3 ,0 0 0,000 the date falling one month after completion of share transfer 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.: