CONSULTING AND SERVICES AGREEMENT

This agreement (The “Agreement”) is made in Emirate Dubai on the day

Tuesday 30th October, 2018

For the appointment of Financial Consultant in

connection with the client and/or with the borrower in
raising a project finance working capital
Engagement Letter for Professional Consulting Services
By and Between

FIRST PARTY: BRAJEEL REAL ESTATE DEVELOPMENT,

P.O. Box: 94469. Dubai – U.A.E. Represented in signing on this agreement by
duly and fully authorized signatory: Engineer RAHMATHULLAH KHAN,
holder of Indian Passport No: Z2408240, in his capacity of Manager – Partner.
Email: ceo@mhcuae.com herein after called “The Client and/or the
borrower”
AND
SECOND PARTY:1. BASSEM SALMAN AZZAM.
Emirate ID:784-1973-5804202-2/ Email:bassemsaz@gmail.com
2. Engineer KHALIL AHMAD ABDDULHANAN, holder of Syrian Passport
No. N 01275457 Email: eng.khalilahmad@gmail.com
3. HEBA HICHAM ZARIF, holder Emirate ID No. 784-1987-6851970-8
(1&2&3) jointly together herein after called “The Consultant”

First Party Signature Second Party Signature

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BACKGROUND:
WHEREAS: The Client has existing under construction freehold project (“SHAMI
TOWER”, (2B+G+17 floors + swimming pool + sauna & gymnasium) on
Plot No. 682-1367, Land No. 74 at Al Hebiah forth – Sport City Dubai – U.A.E. herein
after called “The Project”. The client has approached the consultant to be a lead advisor
on raising dept. financing amount around“(50 Million plus, minus five millions UAE-
Dirhams)" from banks and/or financing firms and/or private lenders herein after called
the "loan provider" willing to finance the project and the client is of the opinion that,
The consultant has the necessary qualifications, experience and abilities to provide
consulting and management facilities services to the client. The consultant is agreeable to
providing such consulting and management facilities services to the client on the terms
and conditions set out in this agreement.
IN CONSIDERATION OF the matters described above and the mutual benefits
and obligations set forth in this Agreement, the Client and the Consultant
(individually) the “Party” and collectively the “Parties” to this Agreement) agree as
follows:
ARTICLE 1:- RELATIONSHIP: The “Consultant “status is an independent party and
not an employee of the “Client” and shall not have any right or authority, express or
implied to great or assume any obligation of any kind or nature whatsoever on behalf of
the “Client” or to accept legal process, or to make any warranty on behalf of the “Client”
incur any obligation or render the “Client” liable in any manner whatsoever unless
otherwise specially authorized to the “Consultant” in writing. The “Consultant” shall
work for the “Client” in respect for the service to be provided under this agreement. This
relationship between “Client & Consultant” would be mutually Beneficial, legally
binding obligations in accordance with Dubai Law and Regulation.

ARTICLE 2: SERVICES PROVIDED:

The Client hereby agrees to engage the consultant to provide the client with the
following consulting and management facilities services (The “Services”)
1. Under this agreement the consultant shall do the best – Assistance, Advice
facilitate, manage to arrange for the client monetary fund in amount around
(50 Million Plus, minus five millions UAE-Dirhams)" for completion “The
Project”.
2. The consultant is mandated through the client to support the client in raising
banking facilities to finance the project specified herein in above through
First Party Signature Second Party Signature

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 banks and/or financial institutions to be named and identified and
communicated in due course. The Consultant will officially represent the
client in all negotiations and discussions with banks and financial firms and/or
private lenders without any legal power or authority and any right to sign any
document or obligations, or any memorandum of understanding (MOU) on
behalf of the client and the final agreement and all obligations related to the
loan agreement will be signed only be the client.
3. The consultant will be responsible for preparing the information
memorandum, credit proposal and initial due diligence which is main
requirements for any bank or financial institution. And the consultant shall
help the client to get the lower cash charge possible.
4. In conjunction with the client, the consultant will identify potential banks,
financial firms and/or private lenders.Discuss and agree with client the names
of potential Banks, financial firms and/or private lenders that the consultant
identified.
5. The consultant will assist and support the client in negotiating the commercial
terms and conditions with potential Bank/financial institutes and/or private
lenders subject to the client overall control, including advising on any letter
of intent, and any other relevant documentation, in relation to fund raising.
ARTICLE 3: RESPONSIBILITIES OF THE CLIENT:
1. The client guarantee to pay all the bank charges including the processing fees
related to the loan provider and/or to his representative.
2. The client shall guarantee to submit all the documents might be required by
the Consultant in order to proceed with the project financing case.
3. The client shall facility the due diligence process might be required by the
Consultant and the Bank/financing firms through the field visit the site project
and the Client offices in Dubai.
4. The project will be mortgaged by the bank financer until the client make
repayment to the bank financer and/or to the lender. And the loan amount
shall be used only for completion and construction the project, not for any
other proposal or use

First Party Signature Second Party Signature

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 5. The responsibility of the consultant will be completed upon "Finalize and
signing" the final loan Agreement between the bank and/or with the financial
firm and/or with the private lender. After the borrow has signed the loan
agreement with the bank and/or with the financial firm and/or with the private
lender, then any and all disputes and conflicts between(the loan provider) and
(the borrower) will be completely and strictly under the borrower
responsibility only. And this disputes between them does not affect this
agreement between the consultant & the borrower
ARTICLE 3:- RELATIONSHIP: The “Consultant “status is an independent party and
not an employee of the “Client” and shall not have any right or authority, express or
implied to great or assume any obligation of any kind or nature whatsoever on behalf of
the “Client” or to accept legal process, or to make any warranty on behalf of the “Client”
incur any obligation or render the “Client” liable in any manner whatsoever unless
otherwise specially authorized to the “Consultant” in writing. The “Consultant” shall
work for the “Client” in respect for the service to be provided under this agreement. This
relationship between “Client & Consultant” would be mutually Beneficial, legally
binding obligations in accordance with Dubai Law and Regulation.

ARTICLE 4: SERVICE FEE

Based on the above requirement as indicated to the Consultant during the course of our
discussions, our fee for the assignment is mentioned below.(The Consultant) shall
comprise of a success fees equal to (3% three percent) from the total amount of loan
obtained by the client.
DISTRIBUTION OF SERVICE FEE:
Whereas: The consultant have agreed to share service fee earned as a result of working
together and information shared under the terms of this consulting agreement.
The total amount of service fee (3%) will be shared between the beneficiaries of the
second party as following:
The share for BASSEM SALMAN AZZAM shall be equal to (40% out of 3%) and the
share for ENGINEER KHALIL AHMAD ABDDULHANAN shall be equal to (40%
out of 3%).and the share for HEBA HICHAM ZARIF shall be equal to (20% out of
3%)
ARTICLE 5: WARRANTIES BY THE BORROWER
1. The borrower is a businessman and has full power and authority to enter into perform
all its obligations under this agreement.
First Party Signature Second Party Signature

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2. The entry into and performance by the borrower of this agreement does not and will
not violate in any respect any law or regulation or any agreement to which the borrower
is a party.
3. I, under signed Engineer RAHMATHULLAH KHAN acting with full corporate and
legal Authority and responsibility, under penalty of perjury of UAE, Dubai Laws &
regulations issue this irrevocable master fee protection agreement to the consultant
beneficiaries for sharing profit from service fee mentioned in this agreement. I, do
herewith, without prejudice and recourse guarantee to pay the fees for the transaction
referenced above and I declare this fees are compensation for services rendered by

The Consultant to The borrower and irrevocably without protest, demand without delay
warranted to be paid by the borrower to the consultants via local acceptable cheque and
or in cash once the final loan agreement signed by me. With the loan provider [with the
bank or with the private lender and or with financial firms].
ARTICLE 6: TIME FRAME (VALIDITY OF THIS AGREEMENT)
Subject to the availability of need based information, we would expect to complete the
documentation within two week's time. The actual time spent on the engagement and its
actual completion date is dependent upon a number of factors, many of which may be
beyond your control. Some of these factors include timely availability and quality of
information, time taken by the client to make decisions and/or respond to draft for
discussion.
The duration and validity of this agreement Three months (90) Bank working days from
the date of signing this agreement. The both parties shall guarantee the duration of the
transaction of this agreement, so both parties doesn’t have the right to stop the operations

work in this agreement until end of this agreement.

ARTICLE 7: CONFIDENTIALITY CLAUSE
Each party undertake to each of the other parties not to disclose to any outside person
any information designated as confidential information, unless permitted to do so under
the terms and conditions of this agreement and / or authorized to do so in writing by the
Other parties. The obligation contained herein to maintain confidentiality shall continue
for a period of 90 bank working days from the date signing by all parties.
ARTICLE 8: SETTLEMENT OF DISPUTES AND GOVERNING LAW:
1. This agreement constitutes legal, valid and binding obligations enforceable against
“The Client” in accordance with UAE Dubai Law and Regulation.

First Party Signature Second Party Signature

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2. Any dispute between the “Consultant & Client” to this agreement arising from / or
in relation to execution or interpretation shall be referred to be settled by competent court
in Dubai.
3. If the Payment are not made to the “Consultant” as specified in this agreement, this
shall be considered a breach of this agreement and the “Consultant” has the full right to
approach the competent court in Dubai to claim the above mentioned service fee.
4.If the Client fails to discharge any of its financial obligations under this agreement to
the Consultant then is addition to the remedies set forth herein according to the UAE,
Dubai Laws and regulations. The following remedies shall be applied: all rights and
obligations of this agreement shall be assumed by any third party receiving consultant
Working interest, having the right to pursue outstanding payments by the client and to
take on the remaining works according to terms and conditions of this agreement.
ARTICLE 9: NON- CIRCUMVENTION / NON – DISCLOSURE (NC/ND)
Jointly referred to as “Parties” and individually as the (Party), the parties hereby agrees
as follows:
1.The “Both Parties” hereby agree that this agreement shall apply in its entirely to all
such matters relating directly / indirectly to the projects, contracts, and / or introductions,
negotiations, information, agreements and all such informationbrief and presentation
documents and any documents, information in whatever form (including without
limitations, in written, oral, visual or electronic form) relating to “ The Project” and or
any such information that has been disclosed directly / indirectly with respect to the “
Project” (Confidential information”)

2. The “Consultant& Client” shall not disclose any confidential information / contract/
agreement / arrangement revealed by the each party to another party to any
Third parties and shall not enter into direct and / or indirect offers, contracts, negotiations,
discussions, and / or transactions with respect to the same.

3. The both parties to acknowledge that they have read and fully understood the terms
and conditions contained in this agreement and their initials and signature hereby
unconditionally agree to its terms and conditions without changes as of the data
mentioned here in above.
*End of Agreement*

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IN WITNESS WHEREOF: this Agreement has been duly executed in duplicate by
authorized representatives of the Parties as expressed below. Each of the duplicates shall
be deemed as original.
We ( first and Second ) parties acknowledge and confirm that all the terms and
conditions being mentioned here above are accepted without change and agreed to:
For and on behalf of the first party For and on behalf of the second party
Authorized signatory Duly authorized signatory
ENG. RAHMATHULLAH KHAN BASSEM SALMAN AZZAM.
Signature & seal Signature

ENG. KHALIL AHMAD ABDDUL HANAN

Signature

HEBA HICHAM ZARIF

Signature

WITNESS: WITNESS:
Email : Email:
Mob: Mob:
SIGNATURE SIGNATURE

The agreement is made and executed in English Language in Three (3)

original copies which have same legal force, one copy for each signatory

Acknowledge by the first party Acknowledge by the second party

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