SUBCONTRACTOR AGREEMENT

This Subcontractor Agreement (“Agreement”) is entered into as of

___________________
(date)
by and between”) SUMEC Hardware & Tools Co., LTD (The Client).

And M/s SUPER PAK ENGINEERING (Contractor),

WHEREAS:

A. The Client requires Sub Contractor to complete the execution of 2730 Schools
in Package 08 (Bahawalpur & Rahimyar Khan).

B. The Sub - contractor is willing to provide the turnkey solution to perform the
Services, on the terms and conditions stated in this Agreement and in the
applicable Work Schedule(s);

C. The Sub – Contractor shall be paid as per the terms and conditions specified in
this Contract along with the Payment Schedule attached

Therefore, the parties intending to be bound hereby agree as follows:

AGREEMENT

1. Scope

1.1 Entire Agreement. This Agreement and the Attachments stated in

paragraph 2 set forth the entire agreement and understanding between the
parties with respect to the subject matter herein and supersede all other
prior and contemporaneous agreements, understandings, representations
and warranties, whether oral or written. This Agreement may not be
amended, modified or altered or any of its provisions waived except in
writing and signed by the authorized officer of the party against whom
enforcement is sought, and any oral amendment, modification or alteration
 or waiver shall be void and of no effect, and under no circumstances may
the provisions of this paragraph be changed orally or by conduct of the
parties. This Agreement shall be construed without reference to any
custom or usage of trade.

1.2 Contractor hereby agrees to perform the Services, as specified in one or

more Work Schedules which are signed by the parties pursuant to this
Agreement, directly for Company’s Client, and Company agrees to pay for
such Services as specified in this Agreement. At Company’s discretion,
Company agrees to refer Contractor’s Staff to Company’s Client for
evaluation and possible retention of Contractor’s Services. Company will
negotiate a rate for those services, invoice its Client for such Services in the
event the parties execute a Work Schedule, and otherwise perform as
stated herein.

1.3 Attachments. The following Attachments are part of this agreement:

Attachment 1: Work Schedule
Attachment 2: Payment Schedule

2. Work Schedule.

2.1 Content. Each Work Schedule that is subject to this Agreement shall be
considered part of this Agreement and binding upon both parties. An
original copy of the Work Schedule shall be retained by the Company and
the Contractor.

2.2 Execution. Each Work Schedule shall be dated, signed by Company and
Contractor and shall specifically refer to this Agreement as the governing
contract for the Work Schedule. Contractor shall not be required to
commence Services until Company has executed and returned the
appropriate Work Schedule. Each Work Schedule shall be identified by its
unique identifying number (“Number”) as stated in the Work Schedule.

3. Payment Schedule.

3.1 Content. Each Payment Schedule that is subject to this Agreement shall be
considered part of this Agreement and binding upon both parties. An
 original copy of the Payment Schedule shall be retained by the Company
and the Contractor.

3.2 Execution. Each Payment Schedule shall be dated, signed by Company and
Contractor and shall specifically refer to this Agreement as the governing
contract for the Payment Schedule. Contractor shall not be required to
commence Services until Company has executed and returned the
appropriate Payment Schedule. Each Payment Schedule shall be identified
by its unique identifying number (“Number”) as stated in the Work
Schedule.

4. Warranties

The Contractor shall provide two years workmanship warranty to the

Employer as per the work schedule.

5. Indemnification.

5.1 Contractor hereby agrees to indemnify, save harmless and defend the
Company and Client from all claims, demands, suits, judgments, and liability
(including reasonable attorney’s fees, losses, costs and expenses of any
kind) arising out of, in connection with, or incident to the negligent acts,
errors, or omissions of the Contractor, its agents, and employees in
performing the work required by this Agreement, but only to the extent
such claims, actions, costs, damages or expenses are caused by the
negligent acts, errors or omissions of the Contractor, its authorized agents,
or employees. The indemnification provided for in this Article shall survive
any termination or expiration of this Contract. The Contractor further
waives, with respect to the Company only.

7. Term and Termination

7.1 This Agreement shall terminate by either party’s providing five (5) days
prior written notice to the other party. Notwithstanding the forgoing,
Contractor may not voluntarily terminate its services under this Agreement
prior to the agreement expiration date of a Work Schedule and any
 renewals or extensions thereof (“End Date”) unless, as stated in writing by
the Client, the project has been completed or the services are no longer
required. If no End Date is provided, then the Contractor must provide at
least ten (10) business days notice prior to termination of a Work Schedule.

8. Miscellaneous

8.1 Notices. All notices, requests, demands and other communications under
this Agreement (collectively a "notice") shall be in writing and shall be
deemed to have been duly given if delivered by hand or if mailed by United
States certified or registered mail, return receipt requested, postage pre-
paid, properly addressed as follows or such other respective addresses as
may be specified herein or as either party may, from time to time,
designate in writing:

COMPANY CONTRACTOR

M/s SUPERPAK Name

________________________
CEO Title
________________________

8.2 Binding Effect. The provisions, covenants and conditions in this Agreement
apply to bind the parties, their legal heirs, representatives, successors, and
assigns.

8.3 Failure to comply with any of the terms of these provisions shall be a
material breach of this contract.

8.4 Conflicts with Agreement. In case of any conflict between the terms and
conditions of a Work Schedule and the terms and conditions of this
Agreement, this Agreement shall be controlling, except and only to the
extent that (1) a Work Schedule expressly overrides a particular provision of
 this Agreement, identified by section number and heading; or (2) this
Agreement expressly states that the Work Schedule shall govern as to a
particular term or condition.

8.5 Severability. Any invalidity, in whole or in part, of any provision of this

Agreement shall not affect the validity of any other of its provisions.

8.6 Executory Agreement. This Agreement will not be considered valid until
signed by both parties.

8.7 Authority. Each party has full power and authority to enter into and
perform this Agreement, and the person signing this Agreement on behalf
of each party has been properly authorized and empowered to enter into
this Agreement. Each party further acknowledges that it has read this
Agreement, understands it, and agrees to be bound by it.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

Contracting Company

Signature:______________________ Signature:
________________________

By: By:
_____________________________

Title: Title:
____________________________

Date: __________________________ Date:

____________________________
 Work – Schedule

Responsibilities of Contractor

Sumec will provide the following Equipment to the Sub-Contractor:

a. PV Modules
b. Inverter
c. Enclosure Cabinets
d. Li Batteries
e. Mounting Structure (Roof)
f. AC / DC Cables
g. GSM Module (RMS)
h. LED Rods & Fittings
i. Security Lights
j. SPD
k. Ceiling Fans
l. Bracket Fans
m. Pedestal Fans

The Contractor shall assist/support the Sub-Contractor in Technical Acceptance &

Commissioning Criteria.

Responsibilities of Sub - Contractor

The Sub-Contractor shall provide the following services to Contractor:
a. Warehouse Management for 4 Months
b. Logistics & Transportation from Warehouse to Sites
c. Sites Installation with capacity of 50 Sites per day on the Quality accepted
by the Contractor. Four Model Sites shall be installed and upon accepted
the Sub Contractor is bound to provide same level of quality and
workmanship.
d. The Contractor shall provide the sim cards for the RMS with balance for 2
months
The Sub-Contractor shall provide the following equipment to the Contractor:

a. Lightening Rod and grounding wires (as per the Contractor’s Accepted
Quality; sample shall be submitted for approval)
 b. Poles and related structure as per the Contractor’s Design in Pole Mounting
Systems
c. Earthing Cable as per the Contractor’s approved quality (100 % Copper)
d. Earthing Rod Pure Copper
e. Auxiliary material (Thimbles, Breakers, Earthing Rod Fittings, PVC Pipe,
Flexible Pipe, PVC Bends, PVC Socket Joints, PVC Elbows, PVC Tee, PVC
Clumps, Cable Ties, Screws Box, Fan Hooks, Iron Strip)
f. Civil Blocks
g. Civil Foundations for Pole Mounting Systems

The Sub-Contractor shall assist/support the Contractor in Technical Acceptance &

Commissioning Criteria
 Payment Schedule
Installation Phase

SR # Description Amount Status

1 Installation of 200 Sites 10000000

2 Installation of 200 Sites 10000000

3 Installation of 200 Sites 10000000

4 Installation of 200 Sites 10000000

5 Installation of 200 Sites 10000000

6 Installation of 200 Sites 10000000

Installation Acceptance by
7 Installation of 200 Sites 10000000
SUMEC

8 Installation of 200 Sites 10000000

9 Installation of 200 Sites 10000000

10 Installation of 200 Sites 10000000

11 Installation of 200 Sites 10000000

12 Installation of 200 Sites 10000000

13 Installation of 310 Sites 15500000

SUM ALL 135500000

Commissioning Phase
SR # Description Amount Status
Commissioning
1 Acceptance by Employer 6770000
25 % Commissioning Acceptance by
Commissioning PMU
2 Acceptance by Employer 6770000
25 %
 Commissioning
3 Acceptance by Employer 6770000
25 %
Commissioning
4 Acceptance by Employer 6770000
25 %

SUM ALL 27080000

Total Contract Value 162,580,000

Please note that above mentioned Contract value is on cost to cost basis and the
per site amount is 60,000 due to the devaluation of the Pakistani Currency. The
above-mentioned prices have been finalized after taking quotations from multiple
parties.