STRATEGIC BUSINESS COLLABORATION & OPERATING AGREEMENT Between PRS and the Branded Apparel Team ( Proposed Business Arrangement | Bangladesh ) P a g e # 1 | 13 This Strategic Business Collaboration & Operating Agreement (" Agreement ") is entered into and made effective this 0 7 th day of November, 20 2 6 (the “ Effective Date ”) is made between: PARTY ONE: PRS Company Name: PRS SOURCING LTD. Registered Address: House # 45 , Nanda n Nanon (6 th floor ), Road # 15, Rabindra Sarani, Sector # 03, Uttara , Dhaka – 1230, Bangladesh. Phone # + 88 0 2 48 957775, 09602321094 Represented by: [Managing Director /CEO / Authorized Representative] Hereinafter referred to as "PRS" AND PARTY TWO: BRANDED APPAREL TEAM (BAT) Represented by: Syed Abul Layes Hasanuzzaman (Hasan) Proposed Designation: [To be mutually agreed] Hereinafter referred to as "Branded Apparel Team" or "BAT" PRS and the B AT shall collectively be referred to as the "Parties". 1. PURPOSE AND OBJECTIVE The purpose of this Agreement is to establish a strategic business collaboration by utilizing PRS's existing corporate infrastructure, financial strength, banking facilities, manufacturing network, logistics, legal and administrative support, together with the international market knowledge, buyer relationships, commercial expertise and business - development capabilities of the Branded Apparel Team. The primary objective is to develop and expand international apparel business, particularly with global brands, retailers and established customers, by creating a commercially competitive and professionally managed business platform. The initiative shall operate under the identification of "Branded Apparel Team" within the PRS corporate platform Although the initial strategic focus will be branded apparel business, the Team shall also be entitled to explore, develop and execute other commercially viable apparel business opportunities, including non - branded business, whenever such opportunities ari se and are considered beneficial to the overall business. 2. BUSINESS IDENTIFICATION AND UTILIZATION OF PRS FACILITIES 2.1. All business identification, commercial transactions and contractual dealings under this arrangement shall be conducted through PRS, utilizing its existing corporate identity, legal STRATEGIC BUSINESS COLLABORATION & OPERATING AGREEMENT Between PRS and the Branded Apparel Team ( Proposed Business Arrangement | Bangladesh ) P a g e # 2 | 13 documentation, financial standing, banking facilities, logistics infrastructure and manufacturing capabilities. 2.2. PRS shall provide access to its existing facilities and resources, including: a) Corporate identity and company documentation. b) Banking, commercial and financial facilities. c) Existing factory network and manufacturing resources. d) Logistics, shipping and export - related support. e) Legal, administrative and compliance assistance. f) Office infrastructure and communication facilities. g) Other reasonable operational support required for business development and execution. 2.3. The Branded Apparel Team shall be identified internally as a dedicated business - development and commercial unit under PRS. 2.4. All customer contracts, purchase orders, financial instruments and other legally binding commercial documents shall be issued in the name of PRS, subject to applicable law, customer requirements and the agreed internal authorization procedure. 2.5. The Team shall not be considered a separate legal entity unless otherwise agreed in writing. 3. INITIAL BUSINESS DEVELOPMENT AND INCUBATION PERIOD 3.1. PRS agrees to extend its existing corporate facilities and reasonable business - development support to the Branded Apparel Team for an initial period of six (6) to eight (8) months from the effective date of this Agreement. 3.2. This period shall be considered an initial business - development and incubation phase, during which the Team will focus on: a) Identifying and approaching international brands and retailers. b) Establishing direct buyer relationships. c) Developing customer accounts and business opportunities. d) Presenting factory capabilities, products and samples. e) Negotiating prices and commercial terms. STRATEGIC BUSINESS COLLABORATION & OPERATING AGREEMENT Between PRS and the Branded Apparel Team ( Proposed Business Arrangement | Bangladesh ) P a g e # 3 | 13 f) Securing initial orders and developing a sustainable order pipeline. 3.3. During this initial period, the following principles shall apply: a. PRS shall not be required to pay any separate service fee, consultancy fee or remuneration to the Branded Apparel Team solely for the incubation - period activities. b. The Branded Apparel Team shall not be required to reimburse PRS for office facilities, administrative support, sample development, courier, customer entertainment, travel or other agreed business - development expenses incurred during this period. c. No separate service charge, operating charge or retrospective cost recovery shall be imposed by either Party upon the other for the agreed incubation - period contributions. d. Such contributions shall be treated as mutual business - development support on a no - return, no - reimbursement and no - retrospective - claim basis , unless otherwise agreed in writing. 3.4. The incubation period may be extended by mutual written consent if additional time is reasonably required to convert customer development activities into confirmed business. 3.5. Upon commencement of regular commercial business, the Parties shall transition to the financial and operating model specified in this Agreement. 4. CORPORATE REPRESENTATION AND CUSTOMER CONFIDENCE 4.1. PRS shall provide appropriate corporate representation and institutional support to ensure that international customers recognize the Branded Apparel Team as an authorized business unit operating under PRS. 4.2. During buyer visits, factory visits, business meetings, audits and commercial presentations, PRS shall ensure that customers receive a professional and welcoming business environment comparable to that offered by established international sourcing org anizations. 4.3. PRS shall facilitate suitable arrangements for: a) Customer meetings and business presentations. b) Factory visits and manufacturing assessments. c) Sample reviews and product development. d) Commercial negotiations and order discussions. e) Quality, compliance and production - related meetings. f) Customer hospitality and necessary business protocols. STRATEGIC BUSINESS COLLABORATION & OPERATING AGREEMENT Between PRS and the Branded Apparel Team ( Proposed Business Arrangement | Bangladesh ) P a g e # 4 | 13 4.4. The objective shall be to ensure that customers feel comfortable, confident and professionally supported when conducting business through PRS. 4.5. PRS shall reasonably support the Team in demonstrating its corporate capabilities, manufacturing strengths, financial credibility and operational reliability to prospective and existing customers. 5. WORKPLACE, AUTHORITY AND PROFESSIONAL IDENTITY 5.1. PRS shall provide the Branded Apparel Team with suitable and adequately equipped working facilities within its existing office premises. 5.2. Team members shall be provided with appropriate workstations, communication facilities, access to relevant office resources and reasonable operational authority required to perform their responsibilities. 5.3. The Team shall be integrated into the PRS working environment in a manner that maintains professional dignity, operational efficiency and institutional credibility. 5.4. The Team shall have reasonable access to the relevant departments and personnel of PRS, including finance, commercial, logistics, merchandising, quality, compliance and administration. 5.5. Position, designation, reporting structure, individual responsibilities and professional identity of the Branded Apparel Team members shall be proposed by Hasan , in consultation with PRS management and subject to mutual written approval. 5.6. PRS shall not unreasonably restrict the Team's access to the resources or authority necessary for performing its agreed business responsibilities. 6. COMMERCIAL SERVICE CHARGE AND PROFIT - SHARING MODEL 6.1. Upon commencement of commercial business, the Branded Apparel Team shall arrange for a customer service charge of 5.0% to 5.5% of invoice value to be incorporated into the agreed commercial arrangement with customers. 6.2. The applicable service - charge rate shall be determined according to customer requirements, product category, order volume, commercial competitiveness and the nature of the services provided. 6.3. The service - charge income shall be allocated according to the following proposed structure: STRATEGIC BUSINESS COLLABORATION & OPERATING AGREEMENT Between PRS and the Branded Apparel Team ( Proposed Business Arrangement | Bangladesh ) P a g e # 5 | 13 Particulars Proposed Allocation Total Customer Service Charge 5.0% – 5.5% ( of invoice value ) Total Operating & Service Cost Provision, including PRS - related charges Approximately 4.5% ( OIV ) Remaining Distributable Profit Margin Approximately 0.5% – 1.0% ( OIV ) 6.4. The operating - cost provision of approximately 4.5% (OIV) shall cover the agreed total costs associated with the business, including but not limited to: a) Salaries, allowances and applicable bonuses. b) Office and administrative expenses. c) Business promotion and customer development. d) International and domestic business travel. e) Hotel and accommodation. f) Sample development, courier and postage. g) Customer entertainment and business hospitality. h) Factory audits, inspections and quality - related activities. i) Protocol, policy and business - development arrangements. j) Commercial, banking and documentation charges. k) Agreed penalties, claims and compensation arising from business operations. l) PRS - related service and infrastructure charges. 6.5. The 4.5% provision shall represent the complete agreed cost and charge allocation for the collaboration. No additional hidden service charge, infrastructure fee, management fee, administrative surcharge or other undisclosed charge shall be imposed by PRS outside this agreed provision without prior written consent of both Parties. 6.6. Any exceptional expense or liability that cannot reasonably be accommodated within the agreed cost provision shall require prior written approval from both Parties. 6.7. After deducting the agreed operating - cost provision, the remaining distributable profit margin shall be shared between PRS and the Branded Apparel Team in a 60:40 ratio STRATEGIC BUSINESS COLLABORATION & OPERATING AGREEMENT Between PRS and the Branded Apparel Team ( Proposed Business Arrangement | Bangladesh ) P a g e # 6 | 13 6.8. The respective entitlement of each Party under the 60:40 arrangement shall be expressly confirmed in writing before commencement of commercial operations. 6.9. Service - charge income, actual expenses, customer receipts, outstanding receivables and distributable profits shall be recorded transparently and reviewed periodically by both Parties. 6.10. The calculation basis, applicable order value, currency conversion, timing of recognition and payment of service charges shall be mutually documented in a separate commercial schedule before the first commercial order. 7. BANKING, LETTERS OF CREDIT AND CUSTOMER PAYMENT TERMS 7.1. All Letters of Credit (L/C), Telegraphic Transfers (TT), documentary arrangements and other agreed financial instruments shall be processed in the name of PRS through its designated banking channels. 7.2. PRS shall provide the necessary financial and commercial support for handling customer transactions, export documentation, banking requirements and supplier payments. 7.3. The Parties acknowledge that certain international customers, particularly in the United States, may require flexible commercial payment arrangements, including: a) LDP (Landed Duty Paid). b) D D P ( Delivered Duty Paid ) c) L/C at Sight d) Deferred payment arrangements. e) Usance or other agreed credit terms. f) Other internationally accepted payment structures. 7.4. PRS shall reasonably evaluate and facilitate such arrangements where commercially justified and legally permissible. 7.5. However, no deferred payment, credit exposure, financial guarantee or non - standard banking commitment shall be undertaken without prior approval from the authorized financial management of PRS. 7.6. The Parties shall mutually establish appropriate procedures for managing customer credit risk, payment delays, foreign exchange exposure, banking costs and outstanding receivables. 7.7. PRS shall maintain appropriate financial records for all transactions undertaken under this collaboration and provide the Branded Apparel Team with reasonable access to relevant business statements. STRATEGIC BUSINESS COLLABORATION & OPERATING AGREEMENT Between PRS and the Branded Apparel Team ( Proposed Business Arrangement | Bangladesh ) P a g e # 7 | 13 8. FACTORY SOURCING, PRICE NEGOTIATION AND PROFITABILITY 8.1. PRS shall provide the Branded Apparel Team with access to its existing factory network and manufacturing resources. 8.2. The Team shall work closely with PRS's factory network to identify suitable manufacturing partners capable of meeting international customer requirements for quality, price, compliance, capacity and delivery. 8.3. Since PRS will handle the principal banking and financial arrangements, PRS shall extend reasonable support in negotiating competitive factory prices and commercial conditions. 8.4. Both Parties shall work together to improve cost efficiency, optimize sourcing arrangements and secure commercially competitive prices. 8.5. Factory selection and order allocation shall be based on the customer's requirements, factory capability, product quality, compliance status, delivery performance and overall commercial benefit. 8.6. The ultimate objective shall be to maintain competitive customer pricing while protecting the agreed business margin and ensuring sustainable profitability for all concerned. 9. CUSTOMER OWNERSHIP, NON - CIRCUMVENTION AND COMMUNICATION PROTOCOL 9.1. Customers introduced, developed, negotiated or commercially secured by the Branded Apparel Team shall be registered as designated accounts under the collaboration. 9.2. PRS and its existing business units shall respect the customer relationships and commercial development efforts of the Branded Apparel Team. 9.3. Neither Party shall independently approach, negotiate with, divert, solicit or transact with a designated customer in a manner that bypasses the other Party or undermines the agreed business arrangement. 9.4. No parallel communication, independent commercial negotiation or alternative business arrangement with the same designated customer shall be undertaken without the knowledge and prior agreement of the responsible business representatives. 9.5. All customer - related communications shall be coordinated through the agreed representatives to ensure consistency, transparency and protection of business interests. 9.6. This provision shall not prevent normal customer service, technical communication, factory coordination or operational interaction where such communication is necessary for executing an order. However, such communication shall remain within the agreed customer - management protocol. STRATEGIC BUSINESS COLLABORATION & OPERATING AGREEMENT Between PRS and the Branded Apparel Team ( Proposed Business Arrangement | Bangladesh ) P a g e # 8 | 13 9.7. Existing PRS customers and independently developed customers of either Party shall be identified and recorded at the commencement of this Agreement to avoid future disputes regarding account ownership. 9.8. These protections shall remain applicable during the term of this Agreement and for an agreed period of twenty - four (24) months following its termination, subject to applicable law and any mutually agreed exceptions. 10. OPERATIONAL MANAGEMENT AND RESPONSIBILITIES 10.1. Hasan shall lead the commercial development and coordination activities of the Branded Apparel Team. 10.2. The Team's principal responsibilities shall include: a) International buyer identification and customer acquisition. b) Business development and order collection. c) Product development and sample coordination. d) Price evaluation and commercial negotiations. e) Factory selection and order allocation recommendations. f) Order execution and production follow - up. g) Delivery and shipment coordination. h) Customer relationship management. i) Troubleshooting and resolution of commercial and operational issues. j) Coordination of inspection, quality and compliance requirements. k) Development of new markets, products and business opportunities. 10.3. PRS shall provide the necessary institutional, financial, banking, administrative, legal and manufacturing support to facilitate the execution of the business. 10.4. Both Parties shall maintain regular coordination meetings to review business progress, customer development, order status, financial performance and operational challenges. 10.5. Decisions involving significant financial commitments, legal obligations, customer credit exposure or exceptional commercial risks shall be subject to the agreed approval procedures. STRATEGIC BUSINESS COLLABORATION & OPERATING AGREEMENT Between PRS and the Branded Apparel Team ( Proposed Business Arrangement | Bangladesh ) P a g e # 9 | 13 11. EXPORT DOCUMENTATION AND IC AUTHORIZATION 11.1. All export - related documentation shall be prepared and processed through the authorized commercial and documentation departments of PRS. 11.2. Hasan shall review and sign the relevant IC documents arising from the business handled by the Branded Apparel Team, subject to his formally documented authorization and the applicable statutory and banking requirements. 11.3. PRS shall ensure that Hasan receives the necessary documentation, supporting information and internal coordination required for timely review and signature. 11.4. No document shall be signed without adequate verification of its contents, supporting records and commercial accuracy. 11.5. The exact meaning, format, legal effect and scope of "IC" shall be defined and mutually confirmed in writing before execution of this Agreement. 11.6. Such signing authority shall be limited to the expressly authorized documents and shall not automatically constitute a personal guarantee or assumption of PRS's corporate financial liabilities by Hasan. 12. TRANSPARENCY, ACCOUNTS AND FINANCIAL REPORTING 12.1. PRS shall maintain separate and identifiable accounting records for the business generated under the Branded Apparel Team. 12.2. The records shall include customer orders, service - charge income, operating expenses, banking charges, factory payments, claims, receivables and distributable profits. 12.3. A monthly financial statement shall be shared with the designated representatives of both Parties. 12.4. Any discrepancy in expense allocation, customer billing or profit calculation shall be reviewed jointly and resolved through documented reconciliation. 12.5. Neither Party shall intentionally conceal, divert or misrepresent any business transaction or financial information relating to this collaboration. 13. CONFIDENTIALITY AND PROTECTION OF BUSINESS INFORMATION 13.1. Both Parties shall maintain strict confidentiality regarding customer information, pricing, costing, supplier details, business strategies, financial information, product development, commercial negotiations and other proprietary information. STRATEGIC BUSINESS COLLABORATION & OPERATING AGREEMENT Between PRS and the Branded Apparel Team ( Proposed Business Arrangement | Bangladesh ) P a g e # 10 | 13 13.2. Neither Party shall disclose confidential information to third parties without prior written authorization, except where required by law or necessary for the proper execution of an approved business transaction. 13.3. Customer databases, commercial proposals, buyer contacts and business - development information shall be protected from unauthorized use, disclosure or diversion. 13.4. These confidentiality obligations shall continue after the termination of this Agreement. 14. QUALITY, COMPLIANCE AND BUSINESS INTEGRITY 14.1. All orders shall be executed in accordance with applicable laws, export regulations, customer requirements, quality standards and relevant social and ethical compliance requirements. 14.2. PRS shall ensure that factories selected for the collaboration have the necessary operational capability and compliance status appropriate to the relevant customer and product requirements. 14.3. Both Parties shall maintain professional integrity and avoid any activity that could adversely affect the reputation, financial standing or customer relationships of the collaboration. 14.4. Any material quality, compliance, shipment or customer claim issue shall be promptly communicated and jointly addressed. 15. LIABILITY, CLAIMS AND EXCEPTIONAL LOSSES 15.1. Each Party shall be responsible for obligations arising from its own negligence, misconduct, unauthorized commitments or breach of this Agreement, subject to applicable law. 15.2. Commercial claims, penalties, compensation, chargebacks and other exceptional losses shall be examined on the basis of their actual cause and responsibility. 15.3. No exceptional liability shall automatically be charged to the Branded Apparel Team or PRS without proper review, supporting documentation and an agreed determination of responsibility. 15.4. Any financial settlement involving material losses shall require documented approval from the authorized representatives of both Parties. 16. DISPUTE RESOLUTION AND MUTUAL UNDERSTANDING 16.1. The Parties shall endeavor to resolve all disagreements, operational disputes and commercial misunderstandings amicably through direct discussion and mutual consultation. STRATEGIC BUSINESS COLLABORATION & OPERATING AGREEMENT Between PRS and the Branded Apparel Team ( Proposed Business Arrangement | Bangladesh ) P a g e # 11 | 13 16.2. Where necessary, the Parties may jointly formulate additional operating policies, procedures and guidelines to address matters arising during the course of business. 16.3. Any amendment, clarification or additional policy affecting the financial or legal rights of either Party shall be recorded in writing and approved by both Parties. 16.4. If a dispute cannot be resolved through mutual discussion within thirty (30) days, it shall be referred to mediation or another mutually agreed dispute - resolution mechanism. 16.5. If the dispute remains unresolved, the matter shall be referred to the competent courts or an agreed arbitration process in Bangladesh, in accordance with applicable law. 17. TERM, REVIEW AND TERMINATION 17.1. This Agreement shall become effective from the date of signature by both Parties. 17.2. The initial incubation period shall be six (6) to eight (8) months, as mutually agreed. 17.3. Following the incubation period, the Parties shall review business performance, commercial progress and operational requirements and mutually determine the continuation and development of the collaboration. 17.4. Either Party may terminate this Agreement by providing sixty (60) days' prior written notice to the other Party. 17.5. In the event of a material breach, the affected Party shall provide written notice and a reasonable opportunity of thirty (30) days to remedy the breach, where the breach is capable of remedy. 17.6. Upon termination, both Parties shall cooperate to complete or appropriately settle existing customer orders, outstanding financial obligations, documentation and other commitments. 17.7. All accrued financial entitlements, approved expenses, customer claims and liabilities shall be reconciled and settled in accordance with this Agreement. 17.8. Termination shall not automatically extinguish confidentiality obligations, outstanding payment obligations or agreed customer - protection provisions. 18. AMENDMENTS AND ADDITIONAL BUSINESS ARRANGEMENTS 18.1. The Parties acknowledge that international apparel business is dynamic and may require operational flexibility. 18.2. Accordingly, additional procedures, commercial policies, customer - management guidelines and operational arrangements may be introduced by mutual agreement. STRATEGIC BUSINESS COLLABORATION & OPERATING AGREEMENT Between PRS and the Branded Apparel Team ( Proposed Business Arrangement | Bangladesh ) P a g e # 12 | 13 18.3. No amendment shall be binding unless recorded in writing and signed or formally approved by the authorized representatives of both Parties. 19. GOVERNING LAW AND JURISDICTION This Agreement shall be governed by and interpreted in accordance with the laws of Bangladesh. Any legal proceedings arising from this Agreement shall be subject to the jurisdiction of the competent courts of Bangladesh, unless the Parties mutually agree to arbitration under a separately documented arbitration clause. 20. ENTIRE UNDERSTANDING AND ACCEPTANCE This Agreement represents the principal understanding between PRS and the Branded Apparel Team concerning the proposed business collaboration. Both Parties acknowledge that the success of this initiative shall depend on mutual trust, transparency, professional respect, effective coordination, financial discipline and a shared commitment to sustainable business growth. The Parties agree to work together in good faith to establish a commercially successful international apparel business platform that creates value for PRS, the Branded Apparel Team ( BA T ) , manufacturing partners and international customers. SIGNATURES AND ACCEPTANCE By signing below, the Parties confirm that they have read, understood and mutually accepted the terms and conditions of this Agreement. FOR PRS Name: ______________________________ Designation: _________________________ Signature: ___________________________ Date: _______________________________ Company Seal: _______________________ FOR THE BRANDED APPAREL TEAM Name: Syed Abul Layes Hasanuzzaman (Hasan) STRATEGIC BUSINESS COLLABORATION & OPERATING AGREEMENT Between PRS and the Branded Apparel Team ( Proposed Business Arrangement | Bangladesh ) P a g e # 13 | 13 Designation: _________________________ Signature: ___________________________ Date: _______________________________ WITNESS – 01 Name: ______________________________ Designation: _________________________ Signature: ___________________________ WITNESS – 02 Name: ______________________________ Designation: _________________________ Signature: ___________________________ END OF AGREEMENT