PARTNERSHIP AGREEMENT 1. PARTIES 1.1The parties are those set out in the Partnership Enactment Deed. 1.2The parties agree to the terms and conditions set out below. 2. INTERPRETATION 2.1In this agreement, unless inconsistent with or otherwise indicated by the context:- 2.1.1"accounting date" means 31 December 2012 and the last day of December in each year thereafter, or such other date as the Management Agent may determine and notify the partners, or (in the case of the final accounting period), the date when the partnership is terminated; 2.1.2"accounting period" means a period ending on an accounting date and beginning on the day following the preceding accounting date or, in the case of the first accounting period, on the commencement date; 2.1.3“agreement” means the agreement as set out in this document; 2.1.4 “annual financial year end” shall be the last day of February each year; 2.1.5"associate" in relation to a person which is:- 2.1.5.1a company, means any company which is a subsidiary or holding company of such company or a subsidiary of any such holding company; and 2.1.5.2an individual, firm or other unincorporated body, means any firm, unincorporated body or company directly or indirectly controlled by such individual, firm or unincorporated body. 2.1.6“business day” means a day which is not a Saturday, Sunday or South African public holiday; 2.1.7"capital account" means the capital account of a partner in the books of the partnership; 2.1.8“committed capital” means in respect of each partner, the total amount committed to the capital of the partnership by such partner as set forth in the Partnership Enactment Deed; 2.1.9“commencement date” means the date of signature of Partnership Enactment Deed by the Management Agent. 2.1.10“Darul Iftaa” means the Darul Iftaa Mahmudiyyah of 35 Candella Rd. Sherwood, Durban, KZN, South Africa, being an unincorporated association and public benefit organisation, herein represented by Mufti Ebrahim Desai, who is duly authorised hereto; 2.1.11“management fees” means any fees payable by the partnership to the Management Agent. 2.1.12“liquidator” means the liquidator of the partnership, appointed pursuant to paragraph 13 below; 2.1.13 “Management Agent” means AL MABROOR INVESTMENTS 2008/019717/07 2.1.14“net asset value” means, in relation to a partnership interest, the net asset value attributable thereto; 2.1.15“net income” means the amount (which may be a negative amount, in which case it shall be a “net income loss”) equal to the gross income of the partnership, being dividends, and other income other than realisation gains, reduced by expenses and losses other than realisation losses and expenses included in the acquisition cost of investments and expenses associated with the disposal of investments; 2.1.16“partnership” means the partnership established by this agreement; 2.1.17“partnership assets” means all of the assets owned by the partnership from time to time; 2.1.18“partnership interest” means in relation to a partner, the percentage interest held by that partner in the partnership, expressed as a percentage of the aggregate sum of the partnership assets; 2.1.19 “Rand” or “R” means South African Rand, the lawful currency of the Republic of South Africa; 2.1.20“realisation gain” means the amount, (if any), by which the proceeds of disposal of an asset, after deduction of expenses of the partnership associated with the disposal, exceeds the acquisition cost of that investment; 2.1.21“realisation loss” means the amount, (if any), by which the acquisition cost of an asset exceeds the proceeds of disposal of that product after deduction of expenses of the partnership associated with the disposal; 2.1.22“realisation proceeds” means the amount of proceeds received by the partnership, on the disposal of an asset, after deduction of expenses of the partnership associated with any such disposal. Such realisation proceeds may, for the purpose of this agreement, include realisation gains or realisation losses; 2.1.23“resolution” means a resolution passed at a meeting of all partners by way of unanimous decision present, or represented, at the meeting, or a written resolution (which may consist of one or more documents in like form each signed by one or more of the partners) the totality of which constitute a unanimous decision by the partnership; 2.1.24"VAT" means South African Value-Added Tax levied in terms of the Value-Added Tax Act, 1991, as amended; 2.1.25any reference to the singular includes the plural and vice versa; 2.1.26any reference to natural persons includes legal persons and vice versa; 2.1.27any reference to gender includes the other genders. 2.2The terms “subsidiary” and “holding company” shall bear the meanings attributed to them in Section 1 of the Companies Act, 61 of 1973. 2.3The clause headings in this agreement have been inserted for convenience only and shall not be taken into account in its interpretation. 2.4Words and expressions defined in any sub-clause shall. For the purpose of the clause of which that sub-clause forms part, bear the meaning assigned to such words and expressions in that sub-clause. 2.5If any provision in a definition is a substantive provision conferring rights or imposing obligations on any party, effect shall be given to it as if it were a substantive clause in the body of the agreement, notwithstanding that it is only contained in the interpretation clause. 2.6In any period referred to in this agreement by way of reference to a number of days, the days shall be reckoned exclusive of the first and inclusive of the last day unless the last day falls on a day which is not a business day, in which case the day shall be the next succeeding business day. 2.7This agreement shall be governed by and construed and interpreted in accordance with the law of the Republic of South Africa. 3. INTRODUCTION 3.1The partnership wishes to serve as a vehicle for investment in livestock, particularly bufffalo; that is the purchase; breeding, sale or other transactions in livestock. 3.2The partnership will carry on the business of identifying, negotiating, monitoring, purchasing, selling, breeding or other related activities in livestock in order to realise its objectives. 4. THE PARTNERSHIP 4.1Creation of the partnership A partnership is hereby established with effect from the commencement date and on the terms and conditions of this agreement. 4.2Nature of the partnership The partnership is an ordinary partnership. 4.3Purpose of the partnership 4.3.1The purpose of the partnership is to derive income, long term capital gains or both from dealing in livestock. To give effect to this objective the partnership will, without limitation, identify, research, negotiate, conclude, monitor and realise livestock, in accordance with the provisions of this agreement. 4.3.2The business of the partnership shall be conducted solely by the Management Agent which may execute, deliver and perform all contracts and other undertakings and engage in all activities and transactions as may be necessary or advisable in order to carry out the aforegoing purposes and objectives, subject to, and in accordance with, the provisions of this agreement. 4.4Legal structure of investments The legal form and structure via which dealings will be conducted will be determined by the Management Agent from time to time. 4.5Partnership name The business of the partnership shall be carried on under the name and style recorded in the Partnership Enactment Deed. 4.6Principal place of business The principal place of business shall be carried on from 165 Main Road, Paarl, 7646, Republic of South Africa, or at such other place as the Management Agent shall from time to time determine. 4.7Commencement and duration of the partnership 4.7.1The partners shall be partners in the partnership as from the commencement date, or the date of their admission to the partnership, whichever occurs later. 4.7.2The partnership shall continue indefinitely on the basis set out in this agreement, subject to termination in accordance with the provisions of this agreement, or at common law. 4.8Subsequent partners 4.8.1Subsequent partners may be admitted as partners of the partnership by the Management Agent at any time after the commencement date, as more fully set out below, provided that, in respect of such subsequent partners, each signs and delivers to the Management Agent a duly completed ‘APPLICATION FOR PARTICIPATION IN SHARI'AH COMPLIANT WAGYU INVESTMENT SCHEME’ and ‘MANAGEMENT AGREEMENT’, and, upon acceptance of which, by the Management Agent (and subject to such subsequent partner's compliance with paragraph 4.8.2), he shall become a party to this agreement and a partner for all purposes of this agreement. 4.8.2Each subsequent partner shall make a payment to the partnership of committed capital in accordance with such subsequent partner’s ‘APPLICATION FOR PARTICIPATION IN SHARI'AH COMPLIANT WAGYU INVESTMENT SCHEME’ and the Management Agent shall issue to each subsequent partner with a proportionate partnership interest in accordance with this agreement. 4.9Committed capital 4.9.1General Each partner shall commit capital to the partnership in the amount specified in PARTNERSHIP ENACTMENT DEED. The admission of a partner shall be conditional upon receipt by the partnership of the committed capital of that partner. 4.9.2Interest No interest shall be paid by the partnership on any committed capital or on any distributable amount allocated to any partner but not yet distributed to it. 4.10Management of the partnership 4.10.1Restriction on the partnership management The affairs of the partnership shall be managed and controlled by the Management Agent as defined in this agreement and no other partner shall have the right or authority to act for the partnership or to vote on matters relating to the partnership other than as provided in this agreement, but they shall at all reasonable times, subject to having given reasonable notice, have access to and the right to inspect the partnership assets including all the books and accounts of the partnership. 4.10.2Authority and powers of the Management Agent 4.10.2.1The Management Agent shall have full power and authority, on behalf of the partnership, to bind the partnership, within the parameters of this agreement, and to manage the partnership, including without limitation the power and authority to:- 4.10.2.2identify, evaluate and negotiate trade opportunities, to prepare and approve purchases and sales, and to require the partnership to purchase, take care of, sell, lease, sub-lease, exchange or otherwise dispose of livestock; 4.10.2.3enter into purchase and sale agreements and, where appropriate, to give warranties and indemnities in connection with any acquisition or disposal; 4.10.2.4monitor and, where appropriate, to participate in the management and control of purchases; 4.10.2.5attend to, feed, administer appropriate medicine or treatment, upkeep and develop livestock; 4.10.2.6employ veterinary surgeons, procure veterinary services or competently provide the same; 4.10.2.7provide any farming facility that may be necessary or conducive to the safety, well-being, upkeep and profitability of livestock; 4.10.2.8provide or procure office facilities, office staff and executive staff and office equipment to facilitate the carrying on of the business of the partnership; 4.10.2.9accept applications by and require the partnership to admit prospective limited partners; 4.10.2.10enter into, make and perform such contracts, agreements and other undertakings, and to give guarantees or similar undertakings in connection with purchases or proposed purchases and to do all such other acts or things as it may deem necessary and advisable for or as may be incidental to the conduct of the business of the partnership; 4.10.2.11commence or defend litigation that pertains to the partnership or to any of the partnership assets; 4.10.2.12maintain the partnership's records and books of account at the partnership's or its own principal place of business and to allow any partner and his representatives reasonable access thereto at any reasonable time, subject to having to give reasonable notice, for the purpose of inspecting the same, provided that such partner shall reimburse the Management Agent for any expenses reasonably incurred by the Management Agent in connection with such inspection; 4.10.2.13open accounts with banks for and in the name of the partnership, to maintain such accounts, give payment and other instructions to banks in respect of such accounts and receive and pay into such accounts committed capital, trade income or other sums arising from or on the disposal of any asset and monies to which the partnership is entitled; 4.10.2.14make distributions to the partners in accordance with the terms of this agreement; 4.10.2.15without detracting from the “conduit” principle currently applicable to partnerships under South African tax law, pay all amounts of taxation arising from the activities of the partnership for which the Management Agent is liable to account to the relevant fiscal authorities on behalf of any partner, if any, or any amount of taxation in respect of which any partner has been assessed in the name of the Management Agent; 4.10.2.16pay all of the fees and expenses referred to in clause 9 below to the extent specified in that clause; 4.10.2.17carry out periodic reports and valuations of the partnership assets and to furnish such reports and valuations to the limited partners in accordance with the provisions of clauses 8.1 and 8.2; 4.10.2.18admit substitute partners to the partnership in accordance with the provisions of clause 11.4 below; 4.10.2.19engage employees, independent agents, lawyers, accountants and financial and other advisors and consultants as it may consider necessary or advisable in relation to the affairs of the partnership including, without limitation, any associate of the Management Agent; 4.10.2.20register and publish all such notices, statements, returns or other instruments as may be required pursuant to any law in relation to the partnership or its affairs; 4.10.2.21pending trade and pending distribution pursuant to the terms of this agreement, place amounts realised (as the case may be) in such bank accounts in the name of the partnership as the Management Agent may determine; 4.10.2.22generally, and subject at all times to the terms of this agreement, communicate with the partners and to report to the partners in such manner and at such times as it shall deem fit; 4.10.2.23appoint advisors and/or managers to fulfil all or some of its obligations in terms of this agreement; 4.10.2.24generally, as the Management Agent, represent the partnership in its dealings in any respect. 4.10.2.25Without prejudice to 4.10.2.1 the Management Agent shall do all things and discharge all duties or requirements of or imposed on a Management Agent by law (whether or not on behalf of the partnership) and in particular so as to ensure, that the liability of the partners is and remains limited. 4.10.2.26In the exercise of its powers pursuant to this agreement, the Management Agent shall use reasonable endeavours to limit the costs and expenses it incurs to third parties in the contracting of such third parties in the exercise of such powers. 4.11Appointment of the Management Agent as manager to the partnership The Management Agent shall, in its capacity, render such investment advisory, administrative and clerical services as may be required by the partnership, for a consideration payable to it. The appointment of the Management Agent may be amended or terminated by the partners. 4.12Veto rights 4.12.1Notwithstanding anything to the contrary contained in this agreement, no decision of the partnership relating to:- the merger, consolidation or recapitalisation of the partnership; subject to the provisions of this agreement , the institution by the partnership of insolvency or judicial management proceedings (whether provisional or final); any change to the identity of the Management Agent; or any alteration, amendment, variation or cancellation of this agreement or the fund charter shall be of any force or erect unless agreed to by resolution. 5. CAPITAL ACCOUNTS 5.1A separate capital account shall be established and maintained for each partner during the term of the partnership. 5.2Each partner’s capital account:- 5.2.1shall be increased by:- 5.2.1.1the amount of committed capital actually paid to the partnership by such partner; and 5.2.1.2the amount of any net income or realisation gains allocated to that partner under this agreement; and 5.2.2shall be decreased by:- 5.2.2.1the pro rata amount of any cash payments made by the partnership for expenses or for the purpose of trade; 5.2.2.2the amount of any net income loss or realisation loss allocated (or charged) to such partner under this agreement. 5.3Committed capital shall be credited to the capital accounts on the date received. Payments made to the partnership shall be debited (or charged) to the capital accounts on the date made. 5.4The net income, net income losses, realisation gains or realisation losses attributable to the partnership shall be credited or debited, as the case may be, to the capital accounts as soon as they are applicable. 5.5The capital accounts of the partners shall be determined as of the end of each accounting period. In addition, the capital accounts of the partners:- 5.5.1shall also be determined on the date of the dissolution and termination of the partnership; and 5.5.2may, at the election of the Management Agent, be determined as of any other date. 6. RETIRING PARTNER 6.1Any partner ("the retiring partner") wishing to exit the partnership may only do so by either: 6.1.1requesting “Immediate Distribution”, as defined in 6.2 and 6.3 below, or 6.1.2giving “Prior notice of retiring”, as defined below. 6.2A retiring partner requesting immediate distribution shall give written notice to the Management Agent of this request. 6.3The Management Agent shall, upon receiving such a request, and as soon as is practically possible, arrange for the pro rata share of that partner, whether in cash, division of livestock or both, to be made available and distributed to such a partner. 6.4The retiring partner choosing “Prior notice of retiring” shall give to the Management Agent not less than 3 (three) months written notice of his intention to terminate the partnership. 6.5The Management Agent shall communicate the receipt of such a notice to all the partners. 6.6The retiring partner may sell his interest in the partnership to: 6.6.1one or more of the remaining partners, or 6.6.2any other party, provided such other party has received prior approval from the Management Agent. 6.7The sale referred to in 6.6 shall be negotiated by mutual consent between retiring partner and purchaser. 6.8If mutual consent is not achieved by the end of the three month period contemplated in clause 6.4, the retiring partner shall be obliged to retire in terms of the immediate distribution as outlined in clause 6.3. 6.9The respective percentages of the remaining partners will abate upon the exit of the retiring partner. 7. DEATH OF PARTNER 7.1Should any partner die during the existence of the partnership, the interest of the deceased partner shall devolve upon his lawful heirs. 7.2The remaining partners may thereupon, within 3 (three) months of the death the partner, agree with the lawful heirs: 7.2.1to continue with the partnership, or 7.2.2to purchase from the estate the interest of the deceased partner. 7.3The sale referred to in clause 7.2.2 shall be negotiated by mutual consent between the remaining partners and the lawful heirs. 7.4If within 3 (three) months of the death of the partner no agreement as to the continuation of the partnership, as contemplated in clause 7.2.1, is arrived at, nor is there any mutually negotiated agreement for the remaining partners to purchase the interest of the deceased partner, as contemplated in clause 7.2.2, the lawful heirs shall be obliged to take receipt of the interest of the deceased in terms of the immediate distribution as outlined in clause 6.3. 8. ACCOUNTING, REPORTS AND VALUATIONS 8.1Audited accounts 8.1.1The Management Agent shall prepare, or cause to be prepared, and approve, accounts of the partnership in respect of each accounting period in accordance with Generally Accepted Accounting Practice in the Republic of South Africa. Such accounts shall include at least a balance sheet, profit and loss account, a statement of the amount of the capital account of each partner and a summary of movements in such accounts. The Management Agent shall cause such accounts to be audited by the auditors within 3 months of the end of each accounting period. A set of the audited accounts including any management report that may be issued by the auditors and a statement of accounting policies shall be furnished to each partner (including a partner who has ceased to be a partner during the accounting period) as soon as possible following the end of each accounting period, and in any event within four months of the end of each accounting period. 8.1.2The accounts envisaged shall be sufficiently detailed to enable each partner to complete all tax returns that it may be required to complete and submit in respect of the accounting period. 8.2Valuations 8.2.1The Management Agent shall prepare or cause to be prepared, and send to each partner a valuation of the assets and the partners’ partnership interest as at every annual financial year end, together with such information as may be reasonably required by partners to complete all tax returns that they may be required to complete and submit. 8.2.2For all purposes under this agreement, a partnership interest shall be valued with reference to the market value of all relevant assets and the present value of any relevant liability, whether actual, contingent or prospective, and for this purpose the Management Agent shall employ such administrative and accounting principles and procedures as may be required to ensure that the investment management fees and costs charged to the partnership are equitably and proportionately partnership interests. 8.2.3All matters concerning the valuation of assets of the partnership, the determination and allocation of net income, net income losses, realisation gains and realisation losses among the partners, the maintenance of capital accounts, the calculation of the cost of any investment, and any accounting procedures, not specifically and expressly provided for by the terms of this agreement, shall be determined in good faith, on a consistent basis, and with a view to the furtherance of the objects and purposes of the partnership, by the Management Agent whose reasonable determination shall be final and binding on the partners, provided however, that the Management Agent shall cause the auditors to review:- 8.2.3.1the valuation of all assets that are not traded at the time of the distribution; 8.2.3.2the calculation of all amounts allocated or distributed to the Management Agent; and 8.2.3.3any valuation, if requested to do so in writing by any partner. 9. EXPENSES AND FEES The partnership shall be liable for:- 9.1all of the reasonable expenses incurred in the establishment of the partnership including but not limited to legal, accountancy, printing, postage and other direct costs of establishment; 9.2all expenses properly incurred in registering and transferring the assets into the names of the partners; 9.3all expenses properly incurred in relation to the ongoing business and administration of the partnership including, without limitation, legal fees, auditors' fees and litigation costs. 9.4all transaction and potential transaction related expenses including, without limitation, advisory costs, stamp duty; 9.5all investment holding costs, including the costs of custodians or nominees; 9.6any taxes, fees or other charges (including VAT) imposed on the partnership by any governmental authority; 9.7costs and expenses payable in connection with the dissolution and liquidation of the partnership; 9.8fees, costs and expenses incurred in connection with the preparation of any amendments actually made to this agreement or the other agreements referred to herein; and 9.9the fees and costs of all advisors. 10. DISTRIBUTIONS TO THE PARTNERS 10.1During the life of the partnership the Management Agent may cause the partnership to distribute any amounts, including net income and realisation proceeds, available for distribution to partners in the ratio of the partnership interests. 10.2If a decision is made to distribute any partnership assets in specie, those assets shall be deemed to be realised for the purposes of computing realisation gains and realisation losses at their value determined in accordance with the relevant provisions of this agreement. 11. ASSIGNMENT OF INTERESTS 11.1Assignment of interest of the Management Agent The Management Agent shall not sell, assign, transfer, exchange, pledge, donate, encumber or otherwise dispose of all or any part of its rights and obligations as a Management Agent, or voluntarily withdraw as the Management Agent of the partnership, without the sanction of a resolution. 11.2Restriction on assignment of partnership interests of partners 11.2.1No sale, assignment, transfer, exchange, pledge, donation, encumbrance or other disposition ("transfer") of any partner’s partnership interest or any portion thereof, whether voluntary or involuntary, shall be valid or effective:- 11.2.1.1except with the written consent of the Management Agent, which shall not be unreasonably withheld if the assignee of the partner’s partnership interest or any portion thereof becomes a substitute partner; or 11.2.1.2if it would cause the number of partners to exceed twenty. 11.2.2Notwithstanding anything to the contrary contained in this agreement, any partner shall be entitled to transfer all (but not a part) of its partnership interest to a wholly owned associate of the partner, provided that the transferee becomes a party to, and bound by, this agreement in all respects. 11.3Automatic reconstitution of partnership In the event of an assignment as contemplated in the preceding sub-clauses of this clause the partnership shall dissolve but shall immediately and automatically, without the requirement of any action by a party, be reconstituted on the same terms and conditions as are set out in this agreement, as in force at the moment of dissolution and the assets and liabilities of the partnership shall be deemed to be transferred to the new partnership in the ratio of their partnership interests, at the same values. 11.4Substitute partners Any substitute partner shall be bound by all the provisions of this agreement and, as a condition of giving his consent to any transfer to be made in accordance with the provisions of this clause, the Management Agent shall require the proposed substitute partner to acknowledge his assumption (in whole or in part as the case may be) of the obligations of the transferring partner by signing an ‘APPLICATION FOR PARTICIPATION IN SHARI'AH COMPLIANT WAGYU INVESTMENT SCHEME’ and ‘MANAGEMENT AGREEMENT’ and ‘MANAGEMENT AGREEMENT’ and becoming a partner of the partnership and a party to this agreement. Neither the partnership nor the Management Agent shall incur any liability for allocations and distributions made in good faith to the transferring partner until the written instrument of transfer has been received by the partnership and recorded in its books and the effective date of the transfer has passed. 11.5Restriction on numbers of partners A partnership may, under South African law, not have more than 20 partners. It is therefore the intention that no more than 20 persons shall have an interest in the partnership. However, if for any reason beyond the control of any partner or for any other reason acceptable to the Management Agent, the partnership interest of any partner or partners shall be such as to cause the number of partners to exceed 20, then the Management Agent shall procure the formation of another partnership, on the same terms and conditions as are set out in this agreement, and will admit the persons in excess of the 20 partner limit as partners of the second partnership. The Management Agent will control and administrator the second partnership and the Management Agent will be appointed as investment manager to such second partnership. The Management Agent will also procure that this partnership and the second partnership enter into a co-investment agreement pursuant to which this partnership and the second partnership will invest and disinvest contemporaneously in respect of all investments. Such investments or disinvestments will be made pro rata to partnership interests of each partnership. 11.6Assignment of partnership interests in violation of this clause No transfer of a partnership interest in violation of this clause shall be valid or effective, and the partnership shall not recognise the same for the purposes of making any payment or otherwise with respect to partnership interests. 11.7Resignation of member of the Management Agent No member of the Management Agent may resign as a member except:- 11.7.1upon giving not less than six months written notice to each partner; or 11.7.2with the consent of a resolution; and 11.7.3if a replacement for that member is approved by resolution. 12. MEETINGS 12.1The Management Agent may, if it deems fit, convene a general meeting of the partnership. A general meeting shall also be convened upon the requisition of partners pursuant to a resolution. 12.2Any general meeting shall be called upon the giving of least 14 days notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given and shall specify the place, the day and the hour of the meeting, the details of the resolutions to be proposed and the general nature of any other business to be conducted at the said meeting, provided that any general meeting shall, notwithstanding that it is called by shorter notice than that specified in this clause, be deemed to have been duly called if it is so agreed by an ordinary resolution. 12.3No business shall be transacted at any general meeting unless all partners are present, either in person or in proxy, at the time the meeting proceeds to business. 12.4A person nominated from the ranks of the Management Agent, as nominated by the Management Agent, shall be chairman of every meeting of the partnership. 13. TERMINATION AND APPOINTMENT OF LIQUIDATOR 13.1Subject to the provisions of clause 13.2, the partnership shall be dissolved (without any further action on the part of the partners) upon the occurrence of one or more of the following events:- 13.1.1the Management Agent resolving, in its sole discretion, that the partnership shall be dissolved; 13.1.2the winding up of the Management Agent; or 13.1.3except as otherwise provided in this agreement or with the specific written consent of all partners, in the event that the Management Agent:- 13.1.3.1makes an assignment for the benefit of creditors; 13.1.3.2commits an act of insolvency as contemplated in the Insolvency Act of 1936, or any act which would constitute such an act were the Management Agent a natural person; 13.1.3.3makes application or response in any proceedings seeking for itself any reorganisation to avoid liquidation, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; 13.1.3.4files an answer or other pleading admitting or failing to contest the material allegations of any application instituted against it in any proceeding of the nature set out in 13.1.3.3; or 13.1.3.5seeks, consents to or acquiesces in the appointment of a trustee, judicial Management Agent or liquidator of the Management Agent or of all or any substantial part of its assets. 13.2The partnership shall be automatically reconstituted if, within 90 days of the occurrence of any event referred to in clause 13.1, the partners agree in writing to continue the business of the partnership and appoint one or more persons to replace the Management Agent. 13.3Subject to the provisions of any law governing the appointment of liquidators in South Africa, upon the occurrence of any event referred to in clause 13.1, which causes the dissolution of the partnership (except as otherwise provided in clause 13.2), such person as may be designated by a resolution shall act as liquidator and shall immediately proceed to wind up the affairs of the partnership and distribute the partnership assets. The liquidator shall have all powers and authority of a Management Agent of the partnership in dealing with and disposing of the partnership assets. 14. FINAL ACCOUNTING 14.1Upon the dissolution and winding up of the partnership, a final accounting shall be made of the partnership's assets, liabilities and operations from the date of the last previous accounting to the date of such dissolution. Such accounting shall be prepared by or under the direction of the liquidator, and shall be made in a manner consistent with the following conditions:- 14.1.1the partnership assets shall be valued at fair market value; and 14.1.2a reasonable reserve for the expenses of liquidation and contingent liabilities of the partnership shall be established. 15. LIQUIDATION AND TERMINATION 15.1The liquidator shall apply the partnership assets (including the proceeds of any sale of partnership assets) in the following order:- 15.1.1first, there shall be paid to creditors of the partnership other than partners (or set aside for payment in accordance with any reserve established for the partnership funds) to the extent same are available, sufficient to extinguish liabilities and obligations, including expenses of liquidation; 15.1.2second, there shall be paid to the partners any sums loaned to the partnership by the partners otherwise than as drawdowns of committed capital that have not been previously paid, such distribution to be shared pro rata by the partners in accordance with the respective amounts outstanding to such partners by the partnership; 15.1.3thereafter, the remaining partnership assets, if any, shall be distributed to the partners pro rata to the amounts of their final positive capital account balances determined after taking into account clause 15.2 immediately below. 15.2Any net income, net income loss, realisation gains or realisation loss arising from the sale, distribution in kind or other disposition of the partnership assets or otherwise in connection with the winding up and liquidation of the affairs of the partnership shall be allocated to the capital accounts of the partners prior to the distribution of the partnership assets. 15.3At the time such distributions of partnership assets are made in accordance with clause 15.1, the partnership shall terminate. 16. DISTRIBUTIONS IN KIND ON LIQUIDATION 16.1If the liquidator shall determine that any partnership asset should be distributed in kind to the partners, the liquidator shall cause certificates to be issued evidencing the partner’s co-ownership in the relevant units of livestock. 16.2The distribution in kind of any partnership asset shall be considered a distribution of an amount equal to the asset's value for all purposes of this agreement. If distributions of property are to be made in kind, the liquidator shall use his best efforts to ensure that such property is distributed to each partner pro rata based upon his respective rights to the distribution. Any undivided beneficial interest so distributed shall be subject to the same transfer and other restrictions as the interest in the partnership in which such distribution was made. 17. CONFIDENTIALITY 17.1Without the prior written consent of the other parties, each party will keep confidential and will not disclose to any person:- 17.1.1any details of this agreement, as well as the details of all the transactions or agreements contemplated in this agreement; 17.1.2any information relating to the business or the operations and affairs of the partnership; and 17.1.3any information relating to actual or prospective investments. 17.2The parties agree to keep all information referred to in 17.1 confidential and to disclose it only to their officers, directors, employees, consultants and professional advisors who:- 17.2.1have a need to know (and then only to the extent that each such person has a need to know); 17.2.2are aware that the confidential information should be kept confidential; 17.2.3are aware of the disclosing party's undertaking in relation to such information in terms of this agreement; and 17.2.4have been directed by the disclosing party to keep the confidential information confidential and have undertaken to keep the confidential information confidential. 17.3The obligations of the parties in relation to the maintenance and non-disclosure of confidential information in terms of this agreement do not extend to information that:- 17.3.1is disclosed to the receiving party in terms of this agreement but at the time of such disclosure such information is known to be in the lawful possession or control of that party and not subject to an obligation of confidentiality; 17.3.2is or becomes public knowledge, otherwise than pursuant to a breach of this agreement by the party who disclosed such confidential information; and 17.3.3is required by the provisions of any law, statute or regulation, or during any court proceedings, to be disclosed and the party required to make the disclosure has taken all reasonable steps to oppose or prevent the disclosure of and to limit, as far as reasonably possible, the extent of such disclosure and has consulted with the other parties prior to making such disclosure. 17.4Notwithstanding anything to the contrary contained in this agreement, the Management Agent shall:- 17.4.1be entitled to disclose, in general terms only, the fact that the partnership has made investments, as well as the identity of the investments made; 17.4.2subject to the requirements of any law or applicable authority, keep confidential the identity of the partners, it being the agreement that such information shall be available only to the partners who, in turn, shall likewise maintain the confidentiality thereof. 18. ARBITRATION 18.1Should any dispute (other than a dispute in respect of which urgent relief may be obtained from a court of competent jurisdiction) arise between the parties in the widest sense in connection with:- 18.1.1the formation or existence of; 18.1.2the carrying into effect of; 18.1.3the interpretation or application of the provisions of; 18.1.4the parties’ respective rights and obligations in terms of or arising out of; 18.1.5the validity, enforceability, rectification, termination or cancellation, whether in whole or in part of; this agreement or any documents furnished by the parties pursuant to the provisions of this agreement or which relates in any way to any matter affecting the interests of the parties in terms of this agreement, that dispute shall, unless resolved amongst the parties to the dispute, be referred to and be determined by arbitration in terms of this clause, provided that a party to the dispute has demanded the arbitration by written notice to the other parties. 18.2The arbitration shall be held:- 18.2.1at Durban; 18.2.2with only the representatives and legal representatives of the parties to the dispute present thereat; 18.2.3in terms of the Arbitration Act, No 42 of 1965. 18.3There shall be two arbitrators, the one of which shall be, if the matter in dispute is principally:- 18.3.1a legal matter, a practising advocate or attorney of Durban of at least 10 (ten) years' standing; 18.3.2an accounting matter, a practising chartered accountant of Durban of at least 10 (ten) years' standing; 18.3.3any other matter, any independent person, agreed upon between the parties to the dispute. The other and second arbitrator shall be appointed by the Darul Iftaa who, in the event of a split decision, shall have the final say in the award. 18.4Should the parties to the dispute fail to agree whether the dispute is principally a legal, accounting or other matter within 7 (seven) days after the arbitration was demanded, the matter shall be deemed to be a legal matter. 18.5Should the parties to the dispute fail to agree on an arbitrator within 7 (seven) days after the expiry of the period referred to in clause 18.4, the arbitrator shall be appointed at the request of any party to the dispute by the Darul Iftaa. 18.6The decision of the arbitrator shall be final and binding on the parties to the dispute and may be made an order of any competent court at the instance of any of the parties to the dispute. 18.7The provisions of this clause:- 18.7.1constitute an irrevocable consent by the parties to any proceedings in terms hereof and no party shall be entitled to withdraw therefrom or claim at any such proceedings that it is not bound by such provisions; 18.7.2are severable from the rest of this agreement and shall remain in effect despite the termination of or invalidity for any reason of this agreement. 19. AGENT’S DUTY OF CARE 19.1The Management Agent shall owe the clients a duty of utmost good faith, fair dealing, trust, confidence and candor. 19.2The Management Agent shall deal with all partner’s interests in an open and transparent manner. 19.3The Management Agent shall inform partners of any conflict of interest, or self interest in dealing with any of the partnership’s assets. 19.4Each partner shall indemnify the Management Agent and the partnership against the amount of taxation for which the Management Agent has correctly accounted to the relevant fiscal authorities on behalf of that partner. 20. AUDITORS 20.1The auditors may resign from office or be removed at any time by the Management Agent. 20.2In the event of resignation or removal, the auditors shall be requested to send a written notice to the Management Agent and each of the partners stating that there are no circumstances connected with their resignation or removal which they consider should be brought to the attention of the partners or a statement of any such circumstances. 20.3The Management Agent shall appoint such firm of chartered accountants as it may in its discretion think fit to fill any vacancy arising in the office of the auditors to the partnership, provided that:- 20.3.1such replacement firm shall be one appointed by the Management Agent; and 20.3.2any such appointment must be ratified by resolution of the partners within 60 (sixty) days. 21. AGREEMENT BINDING UPON SUCCESSORS AND ASSIGNS 21.1Except as herein otherwise specified this agreement shall endure for the benefit of and shall be binding upon the heirs, executors, administrators or other representatives, successors and assigns of the respective parties. 22. GOVERNING LAW 22.1This agreement and the rights, obligations and relationships of the parties pursuant to this agreement and in respect of shall be governed by and construed in accordance with the laws of the Republic of South Africa and all the parties irrevocably agree that, subject to clause 18, the courts of South Africa are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this agreement, or the acquisition of partnership interests and that accordingly any suit, action or proceedings arising out of or in connection with any of the same shall be brought in such courts. The parties hereby waive, to the extent not prohibited by applicable law, and agree not to assert by way of motion, as a defence or otherwise, in any such proceeding, any claim that it is not subject personally to the jurisdiction of such courts, that any such proceeding brought in such courts is improper or that this agreement or the subject matter hereof or thereof, may not be enforced in or by such court. 23. NOTICES AND DOMICILIA 23.1For purposes of this agreement:- 23.1.1the Management Agent’s address shall be 165 Main Road, Paarl, 7646, Republic of South Africa, and facsimile number shall be 021 2000 717 23.1.2each partner’s or subsequent partner’s address and facsimile number shall be the physical address and facsimile number recorded in the ‘APPLICATION FOR PARTICIPATION IN SHARI'AH COMPLIANT WAGYU INVESTMENT SCHEME’ or at such other address in the Republic of South Africa of which the party concerned may notify the others in writing provided that no street address mentioned in this sub clause shall be changed to a post office box or poste restante. 23.2The parties choose as their domicilia citandi et executandi their respective addresses set out in this clause for all purposes arising out of or in connection with this agreement at which addresses all processes and notices arising out of or in connection with this agreement, its breach or termination may validly be served upon or delivered to the parties. 23.3Any notice given in terms of this agreement shall be in writing and shall:- 23.3.1if delivered by hand be deemed to have been duly received by the addressee on the date of delivery; 23.3.2if posted by prepaid registered post be deemed to have been received by the addressee on the 8th (eighth) day following the date of such posting; 23.3.3if transmitted by facsimile be deemed to have been received by the addressee on the day following the date of dispatch, unless the contrary is proved. 23.4Notwithstanding anything to the contrary contained or implied in this agreement, a written notice or communication actually received by one of the parties from another including by way of facsimile transmission shall be adequate written notice or communication to such party. 24. WHOLE AGREEMENT 24.1This agreement constitutes the whole agreement between the parties as to the subject matter hereof and no agreements, representations or warranties between the parties regarding the subject matter hereof other than those set out herein are binding on the parties. 25. VARIATION 25.1No addition to or variation, consensual cancellation or novation of this agreement and no waiver of any right arising from this agreement or its breach or termination shall be of any force or effect unless reduced to writing and signed by all the parties or their duly authorised representatives. 25.2Any variation made in pursuance of this clause shall come into effect from the date on which notice thereof has been given to all partners. 29. SEVERABILITY All provisions in this agreement are, notwithstanding the manner in which they have been put together or linked grammatically, severable from each other. Any provision of this agreement which is or becomes unenforceable in any jurisdiction, whether due to voidness, invalidity, illegality, unlawfulness or for any other reason whatsoever, shall, in such jurisdiction only and only to the extent that it is so unenforceable, be treated as pro non scripto and the remaining provisions of this agreement shall remain of full force and effect. The parties declare that it is their intention that this agreement would be executed without such unenforceable provision if they were aware of such unenforceability at the time of execution hereof. 30. RELAXATION No latitude, extension of time or other indulgence which may be given or allowed by any party to any other party in respect of the performance of any obligation hereunder, and no delay or forbearance in the enforcement of any right of any party arising from this agreement, and no single or partial exercise of any right by any party under this agreement, shall in any circumstances be construed to be an implied consent or election by such party or operate as a waiver or a novation of or otherwise affect any of the party's rights in terms of or arising from this agreement or estop or preclude any such party from enforcing at any time and without notice, strict and punctual compliance with each and every provision or term hereof.