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Joint Venture Agreement

This Joint Venture agreement is made on the 17th day of January 2015

BETWEEN

TAHER BROTHERS LTD. represented by its Director, Md. Muntasir Mamun, S/o- Md. Abul Bashar, Managing
Director of Taher Brothers Ltd. having its registered office at Steel Mill Bazar, North Patenga, P.S- Patenga, Dist.-
Chittagong-4204 (hereinafter called the First party) [hereinafter referred to as (TBL) which expression shall, unless
excluded by Or inconsistent with the context hereon, mean and include its executors, administrators and permitted
assigns] of the FIRST PART.

AND

The Zia & Brothers having its registered office at Dhaka Trunk Road, Pahartali, Chittagong, Bangladesh represented
by Managing Director Alhaj Md. Akter Hossain, S/o. Late Johurul Hoque. (hereinafter called the Second party).
[hereinafter referred to as (TZB) which expression shall, unless repugnant to or inconsistent with the context hereon,
mean and include its executors, administrators and permitted assigns] of the SECOND PART..

W ITNESSETH

Whereas both the parties agree to form a joint venture to perform (if awarded) the contract: "Construction of
Bituminous Carpeting Road at BSRM-SML ,project,Mirsarai,Chittagong.

Now, therefore, both the parties in consideration of mutual premise herein contained hereby agree as follows:

Name of Joint Venture :

The Joint Venture is named as TBL-TZB J.V. (hereinafter called Joint Venture)

Address of Joint Venture :`

Dhaka Trunk Road, Pahartali, Chittagong, Bangladesh.

Purpose of the Joint Venture :

The Purpose of the Joint Venture is to submit tender and execute the said Contract if the Contract is awarded to the
Joint Venture.

Lead Partner of Joint Venture and Authorized Representative

Taher Brothers Ltd. (TBL) shall be appointed as the Lead Partner of Joint Venture, Managing Director of The Zia &
Brothers, Alhaj Md. Akter Hossain is authorized to conduct all business for and on behalf of Joint Venture with
employer during the Tender process and in the event J.V. is awarded with contract and during the period of contract
execution.

Management of Joint Venture :

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The Joint Venture shall be Managed by a committee. Alhaj Md. Akter Hossain, Managing Director of The Zia &
Brothers (TZB) Ltd. shall be chairman of the committee and Md. Muntasir Mamun shall be Co-chairman of this
committee. Bank account related to the said contract will be operated by both of these members of the JV. This
committee will appoint Alhaj Md. Akter Hossain, Managing Director of The Zia & Brothers (TZB). as
representative of Joint Venture to sign the Tender documents and relevant papers on behalf of the joint venture. This
Joint Venture agreement is legally binding in the said J.V. members that:

1. Both The Zia & Brothers and Taher Brothers Ltd. shall be jointly and severally liable for execution of the contract
all liabilities and ethical and legal obligations in accordance with contract terms.

2.That the Joint Venture appoints The Zia & Brothers. as representative to incur liabilities and receive instructions
for and on behalf of any and all members of the Joint Venture.

3.The execution of the said contract including payment shall be received by Alhaj Md. Akter Hossain, Managing
Director of The Zia & Brothers (TZB) as lead partner.

A Bank account shall be opened in a locally Schedule Commercial bank in Chittagong, Bangladesh. The J.V. bank
Account will be opened by Joint Signature of Managing Director Mr. Alhaj Md. Akter Hossain & Director Md.
Muntasir Mamun.

The Managing Committee will appoint Auditor/Auditors for the purpose of auditing of the accounts and preparation
of Balance Sheets of yearly basis.

The above Representatives of The Zia & Brothers and Taher Brothers Ltd. shall be available full time throughout
the period of the contract and shall bear the legal, financial and executive responsibility for the performance of the
respective Joint Venture members.

Approval of Employer in case of change in the authorized signatory:

Prior approval will be obtained (by the partner-in-charge) from the Employer in case of any change in the authorized
signatory of any partner of the Joint Venture after signing the J.V. agreement occurs.

Limit of Joint Venture Activities :

The Joint Venture activity is limited to the performance of the activities related to the said contract.

Taxes :

Each party of Joint Venture shall he responsible for its own taxes, duties and other levies to be imposed on each
party incurred in connection with the Project.

Term of Joint Venture :

The term of Joint Venture shall commence on the date of execution of this agreement and shall end on the Ninety
(90) days after the Project has been finally accepted by the Department and all the payment has been settled to every
and all concerned parties.

Application of Law :

The laws and regulations of the Government of the People's Republic of Bangladesh shall be applied to this
agreement.

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Portion of Participation :

Finance/ Working Capital :

The Zia & Brothers 50%

Taher Brothers Ltd 50%

Equipment :

The Zia & Brothers 50%

Taher Brothers Ltd 50%

Key Manpower :

The Zia & Brothers 50 %

Taher Brothers Ltd 50%

The members of the Joint Venture shall be entitled to share profit or losses (as the -case may be) arising out of the
work at the proportion of shares.

Others :

Other matter not stipulated in this agreement shall be subject to the mutual agreement made as and when necessary
as per requirement of contract i I awarded.

Any controversy or claim arising out of or relating to this Agreement or breach thereof, which could not be resolved
by mutually shall be settled-up in accordance with the provision of Arbitration Act, 1940 as adopted in Bangladesh
and the venue of Arbitration shall be at Chittagong.

In witness whereof, the undersigned have executed this agreement by putting their perspective hands on the Day and
Year first above written.

For THE ZIA & BROTHERS For TAHER BROTHERS LTD.

Alhaj Akhter Hossain


Managing Director Muntasir Mamun
The Zia & Brothers Director
Taher Brothers Ltd.

In presence of the following Witness:

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