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In this Agreement, the following terms bear the meanings ascribed to them unless the context requires otherwise. "Company" means Hearthstone Kitchen & Bar, a limited company incorporated under the laws of the applicable jurisdiction, operating a full-service dining establishment. "Shares" means the ordinary shares in the capital of Hearthstone Kitchen & Bar, each carrying one vote per share. "Premises" means the leasehold property from which Hearthstone Kitchen & Bar conducts its restaurant operations, including the dining room, kitchen, bar area, and any outdoor terrace or patio seating. "Liquor License" means any license, permit, or authorization required for the sale and service of alcoholic beverages on the Premises. "Intellectual Property" includes all trademarks, trade names, logos, recipe collections, menu designs, and branding materials owned or developed by Hearthstone Kitchen & Bar.

"Business Day" means any day other than a Saturday, Sunday, or public holiday in the jurisdiction of incorporation. "Fair Market Value" shall be determined by an independent valuer appointed in accordance with this Agreement, taking into account the trading revenue, premises lease value, liquor license transferability, and goodwill of Hearthstone Kitchen & Bar. "Founder Shareholders" means those shareholders who held shares at the date of incorporation. "Board" means the board of directors of Hearthstone Kitchen & Bar as constituted from time to time. Words importing the singular include the plural and vice versa, and references to statutory provisions include any statutory modification or re-enactment thereof.

The authorized share capital of Hearthstone Kitchen & Bar consists of 10,000 ordinary shares of nominal value. At the date of this Agreement, the issued share capital is divided among the Shareholders in the proportions set out in Schedule 1. The founding chef and concept creator holds 55% of the issued shares, reflecting the origination of the restaurant concept, recipe portfolio, and brand identity. The remaining 45% is held by the investor who funded the kitchen fit-out, premises deposit, and initial operating capital required to open Hearthstone Kitchen & Bar.

No new shares shall be issued, and no existing shares shall be transferred, without the prior written consent of shareholders holding not less than 75% of the issued share capital. Any issuance of new shares shall first be offered to existing shareholders on a pro rata basis in accordance with the pre-emption rights detailed in this Agreement. The parties acknowledge that the value of Hearthstone Kitchen & Bar is substantially tied to the Premises lease, the Liquor License, the head chef's continued involvement, and the accumulated goodwill from online review platforms. These factors shall be taken into account in any share valuation exercise conducted pursuant to this Agreement.