Lithwick Law
111 Greensides Ave, Main Level
Toronto, ON M6G 3P8
Fax:+1 888-551-6299
Email:marianne.lithwick@lawfirm-b.com
JOINT VENTURE AGREEMENT
This Agreement is made and entered into by and between:
Hereinafter referred as Party A (First Party)
Al Azizia Commercial investment company Saudi Arabia
Located at Address: 20th Floor, Kingdom Building,,Ourouba S, Kingdom Tower,
20Th Floor Olaya, Po Box 91896 Riyadh, 11643 Saudi Arabia
AND
Hereinafter referred as Party B (Second Party)
RECITALS:
Party A, (First Party) is an investor, who is making a silent and confidential investment
under the trusteeship of Party B, (Second Party), for an amount of (USD 175,000,000.00).
(One hundred and Seventy five Million United State of America Dollars) as an
investment. The funds are unencumbered, good, clean, cleared of non-criminal origin.
Whereas the First party is willing to enter into a Joint Venture Agreement with the
second party, who is prepared to Co-operate with the First Party in that respect.
ARTICLE 1:
The recitals set forth above constitute an integral part of this agreement at all time and
are considered as a fundamental condition to execute it.
ARTICLE 2:
PURPOSE OF THIS AGREEMENT:
The purpose of the present agreement is to define the contractual relation between the
First Party (Party A) Al Azizia Commercial investment company Saudi Arabia. Located
at 20th Floor,Kingdom Building,,Ourouba S, Kingdom Tower,20Th Floor Olaya, Po
Box 91896 Riyadh, 11643 Saudi Arabia (Investor) and the Second party (Party B)
(Trustee).
ARTICLE 3:
RIGHTS GRANTED:
Subject to the terms and upon the conditions set forth herein, throughout the duration of this
Agreement, The First party hereby accept to make a direct investment to the second party for
the amount of USD 175,000,000.00.).(One hundred and Seventy Five Million United State of
America Dollars) and the funds are unencumbered, good, clean, cleared and are of non-
criminal origin, and the Second Party hereby accepts to use and invest the above mentioned
funds in his/her company activities.
ARTICLE 4:
PURPOSE:
The investment facility of USD 175,000,000.00.).(One hundred and Seventy Five Million
United State of America Dollars) is made available to the second party for the purpose of
investment.
ARTICLE 5:
THE FUNDS:
The Fund covered by this agreement shall mean at all time a total amount of USD
175,000,000.00.).(One hundred and Seventy Five Million United State of America Dollars)
whereas the fund would be made available for Agreement, including information
concerning the sale, distribution, financial statements or banks or accounts information of
the company or the signatory of this agreement, and they undertake to keep such
information strictly confidential during the said term, and after the termination or non
renewal of the Agreement.
ARTICLE 6:
CONTRACT DURATION:
6.1 The present agreement shall become effective only on the date that the total fund is transferred,
entered and availed into the account of the Second party and shall be valid for an initial term of 10
years.
6.2 Afterwards, this agreement shall be renewed by tacit consent for equal period(s), unless
previously terminated by either party three months prior to the expiration of any of the following
renewal period(s).
6.3 Any termination of the present Agreement shall not impair any rights or remedies of any party
hereto neither accrued prior to the termination nor relieve any party of its obligations accrued prior
to such termination.
6. 4 I wish to remain a silent investor for a period of ten years with you acting as the manager and
sole controller of the entire investment
6.5 The proof of online transfer should be obtained from the transferring bank of the second party,
as evidence that the money has been transferred and received by the Second party to identify the
validity and starting date of this agreement.
6.6 The Second Party will receive the investment amount by opening online account with Santander
bank UK after the signing of the agreement First Party.
6.7 The Second party will receive the investment amount by online transfer after opening online
account and securing all the legal document and following the bank procedure where the funds has
been deposited.
ARTICLE 7:
TERMS AND CONDITIONS:
The First party will provide the Second party with the amount specified in “article 4”
based on the following specific terms and conditions.
7.1 The Second party should pay the agreed profit in the month of November of every
year till that time where both party agree to terminate the agreement.\
7.2 The Second party shall transfer the profit amount to the account that will be provided
by First party or hand it over to Mr. Mohamed Mustapha.
7.3 A written Instruction or authorization letter should be provided by the Second party
at the beginning of each year to avail the profit payment, and prove of such payment
should be maintained by the First party as evidence at all time.
7.4 It has been agreed that the fund provided is a Joint Venture (JV) and does not entitle
the First party to any rights in the Second party properties nor any management rights in
any of the Second party companies or activities, more over the First party are not allowed
to interfere at any time or claim any right to do so.
ARTICLE 8:
PROFIT AND LOSS:
Both parties have agreed that the profit generated by this investment by the Second party
will be shared as stipulated in this agreement.
ARTICLE 9:
CONFIDENTIALITY:
The parties hereto agree to respect the confidentiality nature of information which they
receive during the term of this Agreement, including information concerning the sale,
distribution, financial statements or banks or accounts information of the company or
the signatory of this agreement, and they undertake to keep such information strictly
confidential during the said term, and after the termination or non renewal of the
Agreement.
ARTICLE 10:
FORCE MAJEURE:
Non-compliance by either the First Party or the Second Party owing to Force Majeure
with any of the said obligations shall not lead to the termination of this agreement
provided either the first party or the Second Party has, as soon as possible under the
circumstances, notified the other party in a letter sent by registered mail, of the reason for
noncompliance. Pursuant to this Clause, Force Majeure shall be deemed to be any
unforeseeable and irresistible event provoked by an external cause, which constitutes an
obstacle to the performance of an obligation, such as foreign or civil war, riots, acts of
public enemies, general strikes, sabotage, piracy, fire, explosion, natural disasters and
act of local government and parliamentary authority.
The parties agreed to interrupt the Agreement for the period of such event and until the
activities resume normally.
ARTICLE 11:
MISCELLANEOUS PROVISIONS:
11.1 This agreement may be amended only by a written document signed by both parties
or by their duly authorized representatives.
11.2 This agreement supersedes all prior agreements between the parties (written or
oral) and is intended as a complete and exclusive statement of the terms of the
Agreement between the parties.
11.3 All reference to a year or a month shall mean a calendar year and a period of sixty
days respectively.
11.4 In the event that this agreement is translated into any other language, the English
language version hereof shall govern.
11.5 10% of the total fund has been set aside for any expenses incurred by the Party (B) on
the securing all legal document that may be needed during the opening of the online
account will be given back to Part (B) after the successful end of the transaction.
11.6 The first party has agreed to offer second party 45% of $175M by the successful end
of the transfer to the account of the second party.
Registered capital shall be USD 175,000,000.00.).(One hundred and seventy five Million
United State of America Dollars)
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the day
and year first above written.
SIGNED AND SEALED BY BOTH PARTIES:
Mr. Mohamed Mustapha
First Party (PARTY A)
Date: Monday 10th of October 2022
Signed:___________________________
Barister Marianne Lithwick
Lithwick International Law