ࡱ> CEBq` 0*bjbjqPqP .>::",21333333$ hL#W\\\WlLLL\B1L\1LL)u Fi*FA10I,#^#u#uL":WWB \\\\ <D<  1.0 Definitions 1.1 This is a contract of transfer of shares between the three parties below: -Party one: Mohammad Sabah Anwer, UK national, passport number .. -Party two: Abdul Aleim Mohammad Mohammad Hasan Al Shareif, UAE national, passport number:. -Party three: Anwar Selo, UK national, passport number:.. 1.2 Party one hereon, will be known as the Buyer. 1.3 Party two AND party Three hereon will be known as the Sellers. 2.0 Foreword 2.1 The parties above, until the time of signing this contract, were partners in Frame Art, Al-Kanary Frames and Glass Fixing, and Creo Design Group; with the main office located in Al-khan, Sharjah, UAE; respectively under license numbers: 2.2 The partnership agreement was valid, until the time of signing this agreement. It is based on the collective decision of the three partners that this contract was made and executed. 2.3 All parties agree indisputably, to all the terms in this contract and bind themselves to them. Terms in this contract are final and may not be reversed at any time and under no circumstances by the partners, their agents, the representatives, or their heirs. 2.4 None of the parties may reverse or breach this agreement; if they do, then they do so at their own risk without affecting the non-breaching party in any way. The non-breaching party is considered bound to the terms of this agreement; rights and responsibilities. 3.0 Agreement Details 3.1 This agreement confirms and executes the transfer by the Sellers of all the shares held by the Sellers in the establishments mentioned in section 2.1. The Sellers will yield to the Buyer all interests, benefits, bank accounts, and other assets, financial and non-financial, of the partnership that existed as per the contract of partnership dated .2004. 3.2 The Buyer in return agrees to accept all the shares owned by the Sellers and to undertake the sole ownership of the establishment, including all assets, interests, benefits, bank accounts, liabilities and other responsibilities, financial and non-financial as per the ordinary rules and regulations of operating such establishment in the jurisdiction of the United Arab Emirates. 3.3 The transfer includes all tangible and intangible assets and liabilities, until the signing of this agreement. The agreement includes, but is not limited to, the following: Transfer of title ownership of the establishments in all licenses Transfer of ownership of the Bank Accounts and other investments Transfer of the ownership of all fixed and tangible assets, inventory, equipment, decoration materials, air condition units, and other intangible assets like the name owned by the companies mentioned in section 2.1. Transfer of responsibility towards creditors and all liabilities financial and non-financial, clients and suppliers, local and international in all aspects. Transfer of all trade secrets, contacts, documents, and other necessary information required to operate the establishment. 3.4 The Buyer agrees to indemnify the Sellers of all liabilities towards the Buyer and towards creditors, employees, suppliers, clients, and other entities seeking monies or other compensation related to the establishments mentioned in section 2.1. 3.5 The Buyer agrees unequivocally to undertake all responsibilities towards creditors, employees, suppliers, clients, and other entities seeking monies or other compensation related to the establishments mentioned in section 2.1. 3.6 The Sellers agree indisputably to relinquish and yield to the buyer their rights to any benefit from any asset, sale, contract, project, and other transactions where the partnership would receive any benefit, financial and non-financial related to any period in the past or the future. 3.7 The parties agree indisputably to relinquish their rights from any future pursuit of legal action towards any of the other parties in relation to the establishments mentioned in section 2.1. 4.0 Repayment of Creditors 4.1 As an integral part of this agreement, the Buyer agrees unconditionally to the following repayment plan for responsibilities towards creditors, employees, suppliers, clients, and other entities seeking monies or other compensation related to the establishments mentioned in section 2.1. 4.1.1 Repayment of rental of warehouse located behind Al-Falah Plaza on Alwahda Street, currently occupied by Al-Kanary Frames and Glass Fixing. See section 2.1. The Buyer will issue thirteen (13) monthly post-dated cheques at once, in the name of SEDAR and sent by the Buyer through Anwar Selo to the landlord. Each cheque will be for the amount of AED 7,550.00 (seven thousand seven hundred and fifty). The date of the first cheque shall be August 1st, 2006 and will continue monthly until the date of the last cheque August 1st, 2007. 4.1.2 Repayment of loan by SEDAR for the amount of Euro 6,000.00 (to be converted as AED 28,000) will be made into thirteen (13) monthly cheques at once, in the name of SEDAR and sent by the Buyer through Anwar Selo to the creditor. Each cheque will be for the amount AED 2,154.00 (two thousand one hundred and fifty four). The date of the first cheque shall be August 1st, 2006 and will continue monthly until the date of the last cheque August 1st, 2007. 4.1.3 Repayment of other creditors, employees, suppliers, clients, and other entities seeking monies or other compensation related to the establishments mentioned in section 2.1; repayment will be made after mutual agreement between the Buyer and the concerned individuals or organizations, and such actions will be at the sole discretion and the responsibility of the Buyer. 4.1.4 The Buyer agrees to indemnify the Sellers from any responsibility and commitment made by the Buyer with the creditors, employees, suppliers, clients, and other entities seeking monies or other compensation related to the establishments mentioned in section 2.1 5.0 Exclusions Income 5.1 The parties agree to exclude from the agreement specific transactions as mentioned herein, and to proceed with the specified instructions when such matters arise. 5.1.1 Collection of unpaid monies from the client: RAK Properties, as part of work done for the furnishing of the clients offices in RAK, UAE. 5.1.2 Collection of unpaid monies from the client: Rashid Al Owais Engineering Consultants, as part of design and advertising work done for the client in Sharjah, UAE. 5.1.3 Collection of unpaid monies from the client: Haseeb Rassoul Group, as part of design and advertising work done for the client in Hamriyah Freezone, Sharjah, UAE. 5.1.4 Collection of unpaid monies from the client: Metropolitan Hotel/ Al Habtoor, as part of picture framing work done for the client in Dubai, UAE. 5.1.5 Collection of unpaid monies from the client: Al Murooj Rotana/ Dubai International Real-estate, as part of picture framing work done for the client in Dubai, UAE. 5.1.6 Collection of unpaid monies from the client: Katilink, as part of picture framing work done for the client in Dubai, UAE. 5.2 In case of any collection of the due amounts mentioned above to CREO or Frame Art, the proceeds will be used to cover for the transactions mentioned in section 6.0, if necessary; i.e. if the transactions are still not settled at the time of receiving the proceeds. If the exclusions mentioned in section 6.0 are covered, then the proceeds shall be divided as per the original partnership agreement dated .2004, without discount of any amount for any reason by any of the parties. The amounts will be paid in cash or current dated cheque within 5 days from the Buyer receiving the proceeds from the debtors. 6.0 Exclusions Payments 6.1 The parties agree to exclude from the agreement specific transactions as mentioned herein, and to proceed with the specified instructions when such matters arise. 6.2 Request from Emirates neon to CREO to settle the amount related to the order of signboard for Rashid Al Owais Engineering Consultants. 6.3 Request from Al Reyami Office Furniture to CREO to settle the amount related to the project done for RAK Properties. 6.4 For the above two exclusions, the parties are bound to bear responsibility as per the original partnership agreement dated ..2004. Any amounts to be paid to the suppliers must be done by collective agreement of the partners and in the method and at the time agreed on by the collective. 7.0 This agreement is made in good faith under the jurisdiction of Sharjah, UAE; any disputes arising from this agreement will be dealt with though the Sharjah Courts. 7.1 The partners have agreed and sign in full capacity. Party One (the Buyer)----------------------------- _________________________________ -Mohammad Sabah Anwer Party Two (The Sellers)-------------------------- _________________________________ -Abdul Aleim M. M. H., Al Shareif _________________________________ -Anwar Selo ,>G K z ~ & F I J ~    X Y w z ~  # x { %?v  h!bh"YShJQhzh hDr7 hPWhPWhehhdhqUhnwhPWh|lh PL`a  F G y z y z gddgd gdqUgdngd|lgdnw* @A9~gdx & Fgd"YS & Fgd  & FgdegdegdkgdJQgd &06O\?@dq9mzUb~`aw sxnox̵̼ h)ch)chCFh)cH*hCFhCFH*h)chCFhrhxhX@phhkheh!bh"YSh hJQhzG#$/0IJ -!.!!!n"o"####&gd_gddgd` gdWgd@OgdLkgd)cgdr#$RT4A"()*/01?H #####$W$Z$$%%&&&&&&&&&&&&R'U''''''())***ͽͽ͹ͽ͵ͽhT'hv|h*h^hjh` hdh hWh@OhkRhLkh"YSh{hCFh)cH* h)ch)ch)c:&&&&&&Q'R'''(()))))) *+*A*B*C*D*v****$a$gd^gd*gd^gdd********$a$gd^gdd,1h/ =!"#$% @@@ NormalCJ_HaJmH sH tH DAD Default Paragraph FontRiR  Table Normal4 l4a (k(No List">`aFGyzyz @ A 9 ~#$/0IJ-.noQR !!!!!! 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"D"v"""""xW+=u888^8`OJPJQJ^Jo(-^`OJQJ^Jo(hHo  ^ `OJQJo(hH  ^ `OJQJo(hHxx^x`OJQJ^Jo(hHoHH^H`OJQJo(hH^`OJQJo(hH^`OJQJ^Jo(hHo^`OJQJo(hHxW+=T :        )(qU|lPPx*00 ` T'}'[7Dr7CF@O PJQ"YS$W^!bLkX@pv|n W)cRkTdd_ekR{jPWnwrz@,-"0@UnknownGz Times New Roman5Symbol3& z Arial?5 z Courier New;Wingdings"qh3<&6?6?a24"" 2QHP)?PW2;This is a contract of sale between the three parties below:AA Oh+'0   ,8 X d p|<This is a contract of sale between the three parties below:A Normal.dotA25Microsoft Office Word@]e@FD@*6՜.+,0( hp  HOME?" <This is a contract of sale between the three parties below: Title !"#$%&'()*+,-./013456789;<=>?@ADRoot Entry FP~*F1Table $WordDocument.>SummaryInformation(2DocumentSummaryInformation8:CompObjq  FMicrosoft Office Word Document MSWordDocWord.Document.89q