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Agreement: Hfall Agreement (v1)

The purpose of creating a formal agreement plan that clearly outlines everyone's roles, responsibilities, ownership, and expectations to prevent conflicts and ensure smooth operations. The outline is below: 🏢 1. Business Structure We are going to start our business immediately but We wish to create a Corporation at the end of a year, not right now. The reason behind this is – A business needs reshaping and feasibility of the business should be evaluated within a year. We will register the business name in PA [hopefully] or in NY and get required licenses from there at the end of 2025 or at the end of the first year of business. This business required a business account. A business account needs business information, EIN number and meeting minutes document where members were present and documented to add other members in the bank account [Join account] etc. As we are not registering, we will use someone’s business account to deposit our money. FYI, Enthrall Inc has a business account, if everyone agrees, we can use it for now to deposit our contribution. Or we can use someone else's Business account number for operation. 🧑‍🤝‍🧑 2. Ownership and Capital Contributions The members/partners are contributing each 10000$ for now and if they wish to contribute more for now is also accepted, but this more contribution will not affect after one year for gaining more share or gaining more administrative power. We are not considering right now the ownership of the company by investors but obviously they will be the most important contributor when we start the business after making the corporation after one year. Their percentage of ownership is not defined, rather the profit will be distributed after deduction of all costs all through the year. Below documenting how much capital (cash, property, or services) each person is contributing. A total of 140000$ is promised. Imran Ahmed - 10, 000 $ Imran Ali - 10, 000 $ Fahim Ahmed - 10, 000 $ Nasima Aktar - 10, 000 $ Ahmed Ferdous - 10, 000 $ Tareq Hasan - 10, 000 $ Nasir Hussain - 10, 000 $ Shams Tabriz - 10, 000 $ Tofael Kabir - 10, 000 $ Kamran - 10, 000 $ Azim Ahmed - 10, 000 $ Taslim Ahmed - 10, 000 $ Md Nurislam Shohag - 10, 000 $ The chance is more, we might need more funding after winning an auction. If additional capital is needed later, it will be discussed in meetings and decisions will be made based on voting of members. FYI, generally 1 to 10% is paid instantly when someone wins the auction, failure to pay the full amount on a certain date has a penalty, that is no return of deposited money during the auction. Either we have to find new investors or we have to pay equally or proportionally. 💼 3. Roles and Responsibilities President: Mohammad Tofael Kabir Sharkar Vice-President: Shams E Tabriz Acquisitions and property management Manager: Muhammad Nurislam Shohag IT Manager: Nasir Ibne Hussain Finance Manager: Taslim Uddin After discussion with all, the above team is created for 1 year. These 5 members must be available for meeting at least once in a week or more if needed. The President is elected by verbal vote by most of the members. Rest others are selected by the proposal of the president and by verbal commitment of the members. This executive committee will be the decision makers. They will carry messages to other members. This team will work for 1 year and the next leading team will be decided by all members of the project after one year. Also, every member can see meeting minutes in Whatsapp and in their dashboard. The recording will be uploaded in their user dashboard too for clarity. 📈 4. Profit and Loss Distribution Profits and losses will be divided based on investment of each member. After one year, the profits will be distributed. It has not been decided how this profit will be generated for one year. After deduction of office cost or after deduction of a percentage or a certain amount of percentage if a good profit amount is generated. 🧾 5. Financial Management Team Lead will manage bank accounts and bookkeeping/log together with finance and IT manager. There will be no salaries or any profit sharing for the executive committee during the first year. But there will be a compensation of hrs when the leading team will give their effort if the company can make profit more than 10% on business. It will vary and the decision will be made by the proposal of the team lead + finance team. Between 30-50$ per hr. Another alternative is proposed if a monthly fee of 100$ should be deposited by each member for expenditure. A team of 3 [President, Finance manager and IT manager] will lead the expenditure evaluation team. Except the lead, other 2 will evaluate cost proposals mostly expenditure for office cost, not the project cost. They can refuse or ask for more clarity on expenditure used for office costs. It requires 5 members approval for large expenditures [Like construction cost]. After discussion in the team, the decision will be delivered to the rest of the members to inform. If a member is absent, their vote will not be counted. If the decision is a tie, then the team lead will vote to make a decision or discuss further. 📅 6. Exit Strategy The goal of this project is to evaluate the business on a small scale. Withdrawing a member's contribution will severely affect the project as it is a crowd funded project. But we know emergencies can arise and the money could be withdrawn in certain conditions. There might be several scenarios, withdrawn before investment, withdrawn before or after 6 months], if someone [per share] withdrew before investment, a 300$ deduction will be implemented. If someone withdraws within 6 months, a 300$ deduction + 70$/months will be implemented whether there is profit or loss in the project [no profits will be distributed]. If someone withdraws after 6 months, a 300$ deduction + 100$/month will be implemented whether there is profit or loss in the project. For this scenario, a member can get his/her profit share if profit is generated. In any scenario, the money will be returned within 1 month if not invested. If invested, then the person has to wait for an additional month, until the house is sold. Members can’t sell shares to an outsider or anonymous person. Rest of the members will buy that share proportionately based on their contribution. ⚖️ 7. Dispute Resolution To resolve disagreements, the team of 5 members will discuss and decide if any issue arises, Team lead will discuss and explain the situation to the team and most of the members agreed on the side will be decided to execute, Team lead will never vote unless it is a tie. 🛑 8. Dissolution The Conditions under which the business can be dissolved: If most of the members discontinue business and don’t have enough money to contribute or business is not going in the right direction. Any government impose. Distribution of assets after liabilities are settled [like office cost]. 📝 9. Miscellaneous A member must have a moral character to continue in this journey. Please make sure not to mix your personal life with business. If your reputation is compromised and affects the business entity, then your membership will be revoked after an investigation. A member can’t be an investor and buyer at the same time. They can be either investors or buyers. As an investor, they will know all the costs to buy and sell the house for clarity. They can invite their family members or relatives to buy their house but are discouraged. They can’t disclose the internal cost of rebuilding this house. If they do, it will be considered a serious felony and a penalty will be decided for that member by team lead as well as his/her membership can be revoked together with his/her investment. To investigate this issue another team will be formed by 3 members by discussion with the team lead. Current members can’t bring other people to buy houses from auction as a favor. Auction areas are restricted for leading teams only. The decision will be informed to other members by WhatsApp and website. Business decisions are not a joke, so can't be shared outside the team [To Family members, other investors or anonymous people]. But the team lead can discuss the situation with subject matter experts or relative field mentors to resolve issues. Every member will promise not to be a competitor of the current team, they can be a collaborator to continue if the present team agreed. Meeting schedules generally once in a week for core members. But all the updates will keep coming by WhatsApp and website. After discussion, this agreement will be approved after correction as version 1. If any new roles need to be added, the team lead will call a meeting and decide any new role by majority members, which will be considered as version 2, 3 and so on. The most recent version will be considered as the latest agreement which will over term others versions.

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