In the name of Allah, Most Gracious, Most Merciful

MAMORANDUM OF UNDERSTANDING

THIS AGREEMENT is made and executed at Ajman, United Arab Emirates on 28th
Day of July, 2019

BY

AND

BETWEEN

Group 99 FZC (“G99”), whose registered office is in Ajman Free Zone, United
Arab Emirates, having Commercial License No. 2588, represented by Mr.
Khurram Riaz Muhammad S/o Riaz Muhammad, UAE Resident, Pakistani
National, holding Passport No. EA 9919431, Emirates ID 784-1983-6960359-6,
(hereinafter referred to as the “First Party” or “Company” which term and expression
shall include and mean assigned legal representatives, successors, administrators etc.)

AND

Mr. Saleem Akhtar Aheer S/o Makher Muhammad Aheer, UAE Resident,
Pakistani National, holding Passport No. AA 1127722, holding Emirates ID 784-
1971-7603743-6, (hereinafter referred to as “Second Party” which term and
expression shall include and mean his heirs, assigned legal representatives,
successors, administrators etc.)

WHEREAS

a) The First party is running a business in order to carry on business(es)

mentioned under the heading “OBJECTS”.
b) The First Party has agreed to add the Second Party as Partner to the
Group – 99 FZC.
c) The above-mentioned parties desire that the terms and conditions to be
reduced into writing in order to avoid any dispute or ambiguities in future.
NOW, THEREFORE, THIS AGREEMENT WITNESSES AS FOLLOWS:

1. NAME:

That the business shall be continued in the same name of “Group-99” with
the Prefix of FZC or whatever required by law and mutually agreed between
parties of this agreement.

2. COMMENCEMENT:

That the Agreement shall take effect from the July 28, 2019.

3. OBJECTS:

That the Second Party joined the First Party to assist and enhance the
established business of the First Party and shall continue to take part all the
lawful activities conducted by the First Party for the betterment of the
business in all the areas of including but not limited to Admin, Sales &
Marketing, accounts management and overall management of the GROUP -
99 FZC, as mutually agreed between the parties.

4. PLACE OF BUSINESS:

The place of business shall be Warehouse – D1 – 26, Ajman Free Zone,

United Arab Emirates, at present and such other place or places, the parties
may decide mutually. The GROUP - 99 FZC can open any branch office
within country or abroad at any time at any place or places as may be mutually
decided by the parties from time to time.

5. CAPITAL AND BORROWING

i. The capital has been considered as equal by both parties. i.e AED 550,000/-
(Five Hundred Fifty Thousand Arab Emirates Dirhams) by Each Party.
ii. Total Capital contributed decided ( i.e. AED 1,100,000/-) is based on the
Amount Estimated on the basis of Market Value of Owned Assets of the
Company and the balance amount is taken as Goodwill of the Brand “Kulfi
King”.
iii. The Capital amount contributed shall be considered as equal, so the Partners
Capital Contribution Ratio is 50:50.
iv. Both the Parties shall extend support for the growth of company on need
basis with mutual consent of both the parties.
v. The Group – 99 FZC may arrange local currency and foreign currency
loans/finances from scheduled banks, industrial bank and other financial
institutions, leasing companies and Modaraba for the purpose of extending
business and may borrow Running Finance Facility for the purpose of the
Firm.
 vi. Currently the Group – 99 FZC owes to the following Persons, interest rate to
be chargeable at the rate of 2% per month.

Waseem Sb AED 75,000/-

Mansoor Sb AED 75,000/-

vii. Currently the Group – 99 FZC owes to the following Persons on Non-Profit
basis:
Naeem Sb AED 50,000/-
Saleem’s School AED 15,000/-

6. MANAGEMENT AND OPERATIONS:

i. The First Party shall have complete authority to appoint CEO (Chief
Executive Officer) but the First Party shall be liable to seek for mutual
consent of the Second Party, in case of appointment of CEO, if other than
Mr. Khurram Riaz Muhammad.
ii. The Second Party would act in the area of Admin and Internal Management.
iii. Both the parties can appoint in writing their representatives to run operations
of the Company on their behalf and remuneration of such a representative
shall be charged to Profit Share of respective Party.
iv. That the First Party cannot carry out any agreements with any other parties,
Ventures, Companies and individuals but with the consent of Second Party
with mutually agreed conditions.
v. Both the representatives of the respective Parties (i.e. Mr. Khurram & Mr.
Saleem) shall be entitled to the Token Amount of AED 5,000/- per month
as Salary from the Organization.

7. PROFIT AND LOSS:

i. That the net profit/loss arising out of Business efforts of both parties after
deducting all relevant business expenses shall be calculated on monthly basis
and withdrawn/contributed on quarterly basis as mutually agreed between the
parties.
ii. The Net Profit shall be divided/shared between all the existing parties
according to their entitlement as per following ratio.:

a. Group 99 FZC (First Party) 50 %

b. Mr. Saleem Akhtar Aheer (Second Party) 50 %
--------
100%

iii. That all the parties shall determine the Profit Withdrawal Limit as mutually
agreed between the parties from time to time.
 iv. That all the parties shall ensure such an arrangement to manage, control,
supervise and audit the accounts for transparent and equitable division and
distribution of financial gains of the project, as per agreed terms & conditions.

8. ACCOUNTING YEAR:

Each accounting year of the Business shall be the year commencing on 1 st

January and ending on 31st December. After the end of each year Complete
Financial Statements shall be prepared.

9. MUTUAL ARRANGEMENT:

Each party shall,

i. Forthwith pay all moneys, cheques, negotiable instruments received by

him on account of the GROUP - 99 FZC’s account (if not immediately
required for the purpose of the business).
ii. Be just, faithful and loyal to the other Partners (and all the other parties)
and afford every assistance in his power in carrying on the business for
their mutual advantage.

10. INSPECTION OF BOOKS:

Each party shall be entitled to inspect the books of accounts of the GROUP -
99 FZC by himself or by his duly authorized agent in this behalf at all
reasonable hours of working day and shall be entitled to take the extracts as he
may deem necessary.

11. DEATH OF A PARTY:

That in the event of death of any party,

i. The MOU shall not be deemed to have been dissolved.

ii. The Chaudhry Muhammad Qasim (First Party), holding Passport NO.
BN 4858552 and Naeem Akhtar Aheer (Second party) holding Passport
No. AA 1122352 shall deem to have entered in this Memorandum of
Understanding in the respective place vacated by the respective deceased
automatically.
iii. That the said nominee shall perform as Custodian to Assets of the
deceased and shall be responsible to convey the benefits of the partnership
established under this MOA to the Legal Heirs of the Deceased.
iv. The bank and debtors would continue to make payments of the remaining
parties as if no change had occurred in the Partnership.
v. In case the said legal heirs are not ready to become the party to MOA, then
an assessment of all the assets and liabilities of the Business Venture shall
be made as on the date of the death of the party and the balance of the
 capital on as well as the profit/loss shall be paid/debited to the legal heir(s)
as per books of account of the Business Venture.

12. RETIREMENT OF A PARTY:

A party may retire:

i. With the mutual consent of both parties,

ii. in accordance with an express agreement by the parties, or
iii. as the Partnership is “AT WILL”, by giving notice in writing to other party
of his intention to retire.
iv. His retirement will be governed according to the conditions laid down in
the relevant law of land governing such matters.

13. EXPULSION OF A PARTY:

i. A party shall not be expelled from the Partnership by any majority of the
parties, save in the exercise in good faith of powers conferred by contract
between the parties.
ii. The relevant provisions of law of land governing Partnership shall apply to
an expelled party as if he were a retired party.

14. INSOLVENCY OF A PARTY:

i. Where a party in the Partnership is adjudicated an insolvent, he shall cease

to be a party on the date on which the order of adjudication is made,
whether or not the Business Venture is thereby dissolved.
ii. Where under a contract between the parties the Business Venture is not
dissolved by the adjudication of a party as an insolvent, the estate of the
party so adjudicated will not be liable for any act of the Business Venture
and the Business Venture will not be liable for any act of the insolvent,
done after the date on which the order of adjudication is made.

15. STIPULATIONS:

No individual party of the Business Venture shall without the consent in

writing of the other party be entitled to:

i. Admit any liability in a suit or proceedings against the Business Venture.

ii. Compromise or relinquish any claim or portion of a claim by the Business
Venture.
iii. Transfer immovable property belonging to the Business Venture.
iv. Lend any outsider any money belonging to the Business Venture.
v. Withdraw a suit or proceedings filed on behalf of the Business Venture.
vi. Assign, mortgage or charge his share of interest in the Business Venture
wholly or in part to any outsider.
 vii. Any other activity, which may offset the position of the Business Venture,
or unlawful for the Business Venture.

16. DURATION:

The Business Venture will be “AT WILL”. In case any party desires to retire
from the Business Venture he shall be at liberty to do so by giving three
month’s notice in writing to the other party(s). The share of such party shall
be adjusted according to his entitlement.

17. FINAL ACCOUNT:

At the end of the accounting year an account will be taken of all the assets and
liabilities and of all the profit and loss of the Business Venture for the year and
the same shall be entered in the books of the accounts which shall be signed
by the both the parties.

18. DELEGATION OF AUTHORITY:

No party to Business Venture can delegate its authority awarded under this
agreement to any other person except otherwise with written mutual consent
of both the parties.

19. DISSOLUTION:

On dissolution of the Business Venture a full and general account shall be

taken of all money, stocks in trade, debts and assets belonging or due to the
Business Venture including capital, good-will benefits of any licenses and
other accounts shall be made up within reasonable time and the amount
payable to each party shall be paid to him according to his entitlement.

20. COVENANT:

No party shall during the continuance of this Business Venture carry on any
business of the same nature and competing with that of the Business Venture
nor shall any party derive any profit for himself from any transaction of the
Business Venture or from the use of the property of business of the Business
Venture. For the purpose of this clause the property of the Business Venture
includes all money brought by the party hereto as capital in the Business
Venture, all property and rights and interest in the property acquired by
purchase or otherwise by or for the Business Venture or for purpose and in the
course of the business of the Business Venture and also the goodwill of the
Business Venture.
21. INDEMNITY:

Any party committing any breach of any of the foregoing stipulations shall
indemnify the Business Venture or other party(s) from all losses and expenses
incurred or to be incurred by the Business Venture and or other party(s) in that
respect.

22. ARBITRATION:

If any dispute arises between the parties the same shall be referred to an
Arbitrator.

23. ALTERATION OR ADDITION OF ANY CLAUSE IN THIS BUSINESS

VENTURE AGREEMENT:

Notwithstanding anything stated or provided herein the parties shall have full
power and discretion to modify, alert or vary the terms and conditions of the
Business Venture Agreement in any manner they think fit by mutual consent,
which shall be reduced into writing which shall become appendix and part of
this agreement.

24. GENERAL:

That the matter specified or not specified in this Agreement of Business

Venture shall be dealt within accordance with the provisions of all the
Sections of the applicable relevant laws of land in force (amended up to date).

IN WITNESS THEREOF both the parties have set their respective hands in
the presence of the following witnesses:

Group 99 FZC Mr. Saleem Akhtar Aheer

Represented By
Mr. Khurram Riaz Muhammad
S/o Riaz Muhammad S/o Makher Muhammad Aheer
Passport No. EA 9919431 Passport No. AA 1127722
(First Party) (Second Party)

WITNESS WITNESS