Partnership & Profit-Sharing Agreement

This Partnership and Profit-Sharing Agreement (the "Agreement") is made and entered into on this 2nd day of August 2026, in the Emirate of Dubai, United Arab Emirates, by and between the parties identified below, who hereby agree to be bound by its terms and conditions.

1. Parties

This Agreement is concluded between the following three parties, each referred to herein as a "Partner" and collectively as the "Partners":

2. Definitions & Capital

"Company" or "Opera Ones" refers to the business, brand, and operations of the enterprise platform operating under the trade name Opera Ones. The registered system capital of the Company is 2,700,000 AED (Two Million Seven Hundred Thousand UAE Dirhams), contributed and owned solely by the First Party (Hanna Massoud) as the technology and system owner.

"Net Profit" means the profit of the Company after deduction of all operating expenses, salaries, vendor costs, taxes, fees, and any other liabilities incurred in the ordinary course of business, as determined by the Company's financial records for each accounting period.

3. Sole Ownership of Technology & Assets

The First Party, Hanna Massoud, is the sole and exclusive owner of all technology assets, intellectual property, source code, databases, system infrastructure, domain names, trademarks, and proprietary software of Opera Ones (collectively, the "Technology Assets"). No other Partner, nor any company or third party, shall have any right, title, interest, or claim of ownership over the Technology Assets by virtue of this Agreement or otherwise.

The Partners acknowledge that their participation is limited to the performance of their respective scopes of work and the profit-sharing entitlements set out herein, and does not confer any ownership interest in the Company, the Technology Assets, or any related intellectual property.

4. Scopes of Work

Each Partner shall diligently and continuously perform the duties within their designated scope of work. The scopes are defined as follows:

4.1 Operating Partner — Ahmed Azmi

• Day-to-day operational management of the Company and its service delivery.
• Client onboarding, relationship management, and ongoing customer support.
• Management and oversight of staff, HR processes, and operational teams.
• Coordination of vendor and supplier relationships in the ordinary course of business.
• Ensuring operational compliance with service-level commitments to clients.
• Supervision of restaurant operations deployments and field execution.

4.2 Marketing Partner — Alexandre Henriques

• Development and execution of brand strategy and market positioning.
• Lead generation, sales pipeline management, and business development.
• Digital marketing campaigns across paid and organic channels.
• Content creation, social media management, and communications.
• Customer acquisition strategies and conversion optimization.
• Building strategic partnerships and identifying new market opportunities.

5. Profit-Sharing Entitlements

In consideration of the performance of their respective scopes of work, the Partners shall be entitled to the following shares of the Company's Net Profit, payable after the settlement of all expenses as defined in Clause 2, and continuing for an indefinite duration (perpetual) so long as the respective Partner remains in good standing under this Agreement:

Profit distributions shall be calculated on the Net Profit of each accounting period and paid within thirty (30) days following the close of that period. No Partner shall be entitled to distributions in respect of any period during which they were not in good standing.

6. Performance Obligations & Termination

Each Partner shall continuously and in good faith perform all duties within their scope of work as set out in Clause 4. The active and sustained performance of such duties is a fundamental condition of this Agreement.

Termination for Non-Performance: If any Partner ceases, neglects, or fails to perform the tasks within their scope of work for a continuous period, or otherwise abandons their responsibilities under this Agreement, such failure shall constitute a material breach resulting in the automatic termination of that Partner's participation in this Agreement. Upon termination, the defaulting Partner shall forfeit all rights to future profit-sharing entitlements and shall have no legal right to claim, request, or recover any further share of the Company's Net Profit or any other compensation under this Agreement.

A Partner whose participation is terminated under this Clause shall remain bound by the confidentiality and non-disclosure obligations set out in Clause 7, which shall survive termination indefinitely.

7. Non-Disclosure & Data Confidentiality

Each Partner acknowledges that, in the course of performing their duties, they may access confidential information, including but not limited to user data, company data, client information, financial records, technical details, and business strategies of Opera Ones and its clients (collectively, "Confidential Information").

Securing of Data: All user and company data must be kept strictly secured and must not be disclosed, shared, transmitted, or made accessible to any third party under any circumstances, except where expressly authorized in writing either by Opera Ones (through an authorized written letter on company letterhead) or by the data subject (the user) themselves in writing. No oral authorization shall be valid.

The obligations of confidentiality under this Clause shall survive the termination of this Agreement for an indefinite period. Any breach of this Clause shall constitute a material breach entitling the non-breaching parties to immediate termination and to pursue all available legal and equitable remedies, including claims for damages under applicable UAE law.

8. Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates, including the relevant provisions of:

• Federal Law No. 5 of 1985 on the Civil Transactions Law of the UAE (the Civil Code), governing contracts and obligations.
• Federal Law No. 18 of 1993 on the Commercial Transactions Law, applicable to commercial relations and partnerships.
• Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data Protection (PDPL), governing the protection and confidentiality of personal data.
• Federal Law No. 20 of 2018 on Anti-Money Laundering and Combating the Financing of Terrorism, as applicable to financial transactions.

Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent courts of the Emirate of Dubai, United Arab Emirates, unless the parties mutually agree in writing to refer the dispute to arbitration in accordance with the rules of the Dubai International Arbitration Centre (DIAC).

9. General Provisions

• Entire Agreement: This Agreement constitutes the entire understanding among the Partners and supersedes all prior discussions or arrangements relating to its subject matter.
• Amendments: No amendment to this Agreement shall be valid unless made in writing and signed by all Partners.
• Severability: If any provision is held invalid, the remaining provisions shall remain in full force and effect.
• No Assignment: No Partner may assign or transfer their rights or obligations under this Agreement without the prior written consent of the other Partners.
• Good Faith: The Partners shall act honestly and in good faith in all matters arising under this Agreement.

10. Execution & Signatures

In witness whereof, the Partners have executed this Agreement on the date first written above, acknowledging that they have read and understood its contents and agree to be bound by all of its terms and conditions.