LIMITED LIABILITY COMPANY OPERATING AGREEMENT

November 21, 2023

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

DELTA AUTOMOTIVE SHIPPING LLC

This Operating Agreement (the *Agreement) made and entered into this day of Oct, 2023 (the
“Execution Date"),
By
AMMAR BAKHIT HAREEZ AL SHASHAI of 3403 WEST T C JESTER BLVD #366,

HOUSTON, TEXAS 77018,

MOHSIN MUKHTAR of 3403 WEST T C JESTER BLVD #366, HOUSTON, TEXAS 77018

and

HARMANE QUDDUS of CHICHAGO, TEXAS:
(Individually the "Member" and collectively the “Members*)

BACKGROUND:
A. The Members wish to associate themselves as members of a Limited Liability Company.
B. The terms and conditions of this Agreement will govern the Members within the Limited
liability Company.

IN CONSIDERATION OF and as a condition of the Members entering into this agreement and
other valuable consideration, the receipt and sufficiency of which is acknowledged, the Member
agree as follows:

Formation
1. By this Agreement, the Members form a Limited Liability Company (the “Company”) in
accordance with the laws of the State of Texas. The rights and obligations of the Members will
be as stated in the Texas Limited Liability Company Act (the Act") except as otherwise provided
in this agreement.

Name
2. The Name of the Company will be DELTA AUTOMOTIVE SHIPPING LLC.
Purpose

3. Trading and Export of USED and Salvage Vehicles

Term
4. The Company will continue until terminated as provided in this Agreement or may dissolve
under conditions provided in the Act.

Place of Business
5. The Principal Office of the Company will be located at 3403 WEST T C JESTER BLVD
#366, HOUSTON, TEXAS 77018 or such other place as the Members may from time to time
designate.

Capital Contributions
6. The following is a list of all Members and their Initial Contributions to the Company. Each of
the Members agree to make their Initial Contributions to the company in full, according to the
following terms:
Member Contribution Description Value of Contribution
AMMAR BAKHIT
HAREEZ AL SHASHAI

$1800
MOHSIN MUKHTAR $900
HARMANE QUDDUS $300
Allocation of Profits/losses
7. Subject to the then provisions of this Agreement, the Net Profits or Losses, for both
accounting and tax purposes, will accrue to and be borne by the Members in proportion to the
Members’ Capital Contributions inclusive of any Additional Capital Contributions.
8. Distributions to Members will be made in proportion to the Members’ Capital contributions
inclusive of any Additional Capital Contributions.
9. No Member will have priority over any other Member for the distribution of Net Profits or
Losses.

Nature of Interest
10. A Member’s Interest in the Company will be considered personal property.

Withdrawal of Contribution
11. No Member will withdraw any portion of their Capital Contribution without the unanimous
consent of the other Members.

Liability for Contribution
12. A Member’s obligation to make their required Capital Contribution can only be compromised
or released with the consent of all remaining Members or as otherwise provided in this
Agreement. If a Member does not make the Capital Contribution when it is due, he is obligated
at the option of any remaining Members to contribute cash equal to the agreed value of the
Capital Contribution. This option is in addition to and not in lieu of any others rights, including
the right to specific performance that the Company may have against the Member.

Additional Contributions.
13. Capital Contributions may be amended from time to time, according to the business needs of
the Company. However, if additional capital is determined to be required and an individual
Member is Unwilling or unable to meet the additional contribution requirement with a
reasonable period, the remaining Members may contribute in proportion to their existing Capital
Contributions to resolve the amount in default. In such case, the allocation of Net Profits or
Losses and the distribution of assets on dissociation or dissolution will be adjusted accordingly.
14. Any advance of money to the Company by any Member in excess of the amounts provided
for in this Agreement or subsequently agreed to, will be deemed a debt due from the Company
rather than an increase in the Capital Contribution of the Member. This liability will be repaid
with interest at such rates and times to be determined by a majority of the Voting Members. This
liability Will not entitle the lending Member to any increased share of the Company‘s profits nor
to a greater voting power. Repayment of such debts will have priority over any other payments to
Members.

Capital Accounts
15. An individual capital account (the *Capital Account") will be maintained for each Member
and their Initial Contributions will be credited to this account. Any additional Contributions
made by any Member will be credited to that Member’s individual Capital Account.

Interest on Capital
16. No borrowing charge or loan interest will be due or payable to any Member on their agreed
Capital Contribution inclusive of any agreed Additional Contributions.

Management
17. Management of this Company is vested in the Members.

Authority to Bind Company
18. Only the following individuals have authority to bind the Company in contract: All Class A
members

Duty of Loyalty
19. While a person is a Member of the Company, and for a period, of at least five year after that
person ceases to be a Member, that person will not carry on, or participate in, a similar business
to the business the Company ‘within any market regions especially in Oman that were
established or contemplated by the Company before or during that person’s tenure as Member.

Duty to Devote Time
20, Each Member will devote such time and attention to the business of the Company as the
majority of the Members will from time to time reasonably determine for the conduct of the
Company’s business.

Member Meetings
21. A meeting may be called by any Member providing that reasonable notice has been given to
the other Members.
22. Regular meetings of the Members will be held as required.

Voting
23. Each Member will have a single equal vote on any matter.

Admission of New Members.
24. A new Member may only be admitted to the Company with a majority vote of the existing
Members.

25. The new Member agrees to be bound by all the covenants, terms, and conditions of this
Agreement, inclusive of all current and future amendments. Further, a new Member will execute
such documents as are needed to affect the admission of the new Member. Any new Member
will receive such business interest in the Company as determined by a unanimous decision of the
other Members.

Voluntary Withdrawal of a Member
26. No Member may voluntarily withdraw from the Company for a period of three month from
the execution date of this Agreement. Any such unauthorized withdrawal prior to the expiration
of this period will be considered a wrongful dissociation and a breach of this Agreement. In the
event of any such wrongful dissociation, the withdrawing Member will be liable to the remaining
Members for any damages incurred by the remaining Members including but not limited to the
loss of future earnings. After the expiration of this period, ay Member have the right to
voluntarily withdraw from the Company Written notice of intention to withdraw must be served
upon the remaining Members at least three month prior to withdrawal.
27. The voluntary withdrawal of a Member will have no effect upon the continuance of the
Company.
28. It remains incumbent on the withdrawing Member to exercise this dissociation in good faith
and to minimize any present on future harm done to the remaining Members as a result of the
withdrawal.

Involuntary Withdrawal of a Member
29. Events leading to the involuntary withdrawal of a Member from the Company will include
but not limited to: death of a Member; Member mental incapacity; Member disability preventing
reasonable participation in the Company; Member incompetence; breach of fiduciary duties by a
Member; criminal. Conviction of a Member; Operation of Law against a Member or a legal
judgment against a Member that can reasonably be expected to bring the business or societal
reputation of the Company into disrepute. Expulsion of a Member can also occur on application
by the Company or another Member, where it has been judicially determined that the Member:
has engaged in wrongful conduct that adversely and materially affected the Company’s business;
has willfully or persistently committed a material breach of this Agreement or of a duty owed to
the Company or to the other Members; or has engaged in conduct relating to the Company’s
business that makes it not reasonably practicable to carry on the business with the Member.
30. The involuntary withdrawal of a Member will have no effect upon the continuance of the
Company.
Dissociation of a Member

31. In the event of either a voluntary or involuntary withdrawal of a Member, if the remaining
Members elect to purchase the interest of the withdrawing Member, the remaining Members will
serve written notice of such election; including the purchase price and method and schedule of
payment for the withdrawing Member’s Interests, upon the withdrawing Member, their executor,
‘administrator, trustee, committee or analogous fiduciary within a reasonable period after
acquiring knowledge of the change in circumstance to the affected Member. The purchase
amount of any buyout of a Member’s Interests will be determined as set out in the Valuation of
Interest section of this Agreement.
32. Valuation and distribution will be determined as described in the/Valuation of Interest
section of this Agreement.
33. The remaining Members retain the right to seek damages from a dissociated Member where
the dissociation resulted from a malicious or criminal act by the dissociated Member or where
the dissociated Member/had breached their fiduciary duty to the Company or was in breach of
this Agreement or had acted in a way that could reasonably be foreseen to bring harm or damage
to the Company or to the reputation of the Company
34. A dissociated Member will only have liability for Company obligations that were incurred
during their time as a Member. On dissociation of a Member, the Company will prepare, file,
serve, (aid publish all notices required by law to protect the dissociated Member from lability for
future Company obligations.
35. Where the remaining Members have purchased the interest of a dissociated Member, the
purchase amount will be paid in full, but without interest; within 90 days of the date of
withdrawal. The Company will retain exclusive rights to use of the trade name and firm name
and all related brand and model names of the Company.

Succession planning:
Succession Planning: In the event of a member’s withdrawal, incapacity, or passing away,
the following provisions shall apply:
36. Withdrawal of a Member: Any member wishing to withdraw from the company must
provide written notice to the remaining members at least [insert notice period] prior to
withdrawal. Upon receipt of such notice, the remaining members shall have the first right
of refusal to purchase the withdrawing member’s interest at a price determined in
accordance with the Valuation of Interest clause of this Agreement. If the remaining
members do not exercise this right within [insert time period] of receiving the notice, the
withdrawing member may sell their interest to a third party, subject to the unanimous
consent of the remaining members.
37. Incapacity or Death of a Member: In the event of the incapacity or death of a member,
the personal representative, executor, or administrator of the member’s estate shall have

the right to sell the member’s interest to a third party. The purchase price for the interest
shall be determined in accordance with the Valuation of Interest clause of this Agreement.
38. Admission of New Members: Any new member admitted to the company as a result of
the above provisions shall be subject to the terms and conditions of this Agreement and
shall be required to execute such documents as necessary to effect their admission.

Right of First Purchase
39, In the event that a Member’s Interest in the Company is or will be sold, due to any reason, the
remaining Members will have a right of first purchase of that Member’s Interest. The value of
that interest in the Company will be the lower of the value set out in the Valuation of Interest
section of this Agreement and any third party offer that the Member wishes to accept.

Assignment of Interest
40. Where a Member’s financial interest in the Company is assigned to another party who is not
an existing Member, that party will be treated as a new Member. An assignment of full
membership status inclusive of all duties, obligations, and rights held by the previous Member
will be governed by the conditions described under the Admission of New Members section of
this agreement.
41. In the event that a Member’s interest in the company is transferred or assigned as the result of
a court order or Operation of Law, the trustee in bankruptcy or other person acquiring that
Member’s Interests in the Company will only acquire that Member’s economic rights and
interests and will not acquire any other rights of that Member or be admitted as a Member of the
Company of have the right to exercise any management or voting interests.

Valuation of Interest
42. A Member’s financial interest in the Company will be in proportion to their Capital
Contributions, inclusive of any Additional Capital Contributions.
43. In the absence of a written agreement setting a value, the value of the Company will be based
on the fair market value appraisal of all Company assets (less liabilities) determined in
accordance-with generally accepted accounting principles (GAAP). This appraisal will be
appointed by an independent accounting firm agreed to by all Members, An appraiser will be
appointed within a reasonable period of the date of withdrawal or dissolution. The results of the
appraisal will be binding on all Members. The intent of this section is to ensure the survival of
the Company despite the withdrawal of any individual Member.

44. No allowance will be made for goodwill, trade name, patents or other intangible. Assets,
except where those assets have been reflected on the Company books immediately prior to
valuation.
Non-compete:
45. During the term of their membership and for a period of [insert duration] following the
termination of their membership, members shall not, directly or indirectly, engage in any
business, enterprise, or activity that competes with the business of the Company within the
geographic regions that have been established or contemplated by the Company during the
member’s tenure. This non-compete restriction applies to businesses that offer products or
services similar to those offered by the Company and that are likely to have a detrimental
effect on the Company’s market share or business prospects.

Non-solicitation:
46. During the term of their membership and for a period of [insert duration] following the
termination of their membership, members shall not, directly or indirectly, solicit, hire,
engage, or attempt to solicit, hire, or engage any employee, contractor, or customer of the
Company. This includes but is not limited to individuals or entities with whom the
Company has had business dealings or relationships during the member’s tenure.

Dissolution,
47 The company may be dissolved by a unanimous vote of the Members. The company will also
be dissolved on the occurrence of events specified the act.
48. Upon Dissolution of the Company and liquidation of Company property, and after payment
of all selling costs and expenses, the liquidator will distribute the Company assets to the
following groups according to the following order of
Priority:
a. in satisfaction of liabilities to creditors except Company obligations to current Members;
b. in satisfaction of Company debt obligations to current Members; and then
c. to the Members based on Member financial interest, as set out in the Valuation of Interest
section of this Agreement.

Records
49. The Company will at all times maintain accurate records of the following:
a. Information regarding the status of the business and. the financial condition of the
Company.

b. A copy of the Company federal, state, and local income taxes for each year, promptly
after becoming available.
c. Name and last known business, residential, or mailing address of each Member, as well
as the date that person became a Member.
d. A copy of this Agreement and any articles or certificate of formation, as well as all
amendments, together with any executed copies of any written powers of attorney
pursuant to which this Agreement, articles or certificate, and any amendments have been
executed.
e. The cash, property, and services contributed to the Company by each Member, along
with a description and value and any contributions that have been agreed to be made in
the future.

50. Each Member has the right to demand, within a reasonable period of time, a copy of any of
the above document for any purpose reasonably related to their interest as a Member of the
Company at their expense.

Books of Account
51. Accurate and complete books of account of the transactions of the Company will be kept in
accordance with generally accepted accounting principles (GAAP) and at all reasonable times
will be available and open to inspection and examination by any Member. The books and records
of the Company will reflect all the Company’s transactions and will be appropriate and adequate
for the business conducted by the Company.

Banking and Company Funds
52. The funds of the Company will be placed in such investments and banking accounts as will
be designated by the Members. All withdrawals from these ‘accounts will be made by the duly
authorized agent or agents of the Company as appointed by unanimous consent of the Members.
Company funds will be held in the name of the Company and will not be commingled with those
of any other person or entity.

Audit
53. Any of the Members will have the right to request an audit of the Company books. The cost
of the audit will be borne by the Company. The audit will be performed by an accounting firm
acceptable to all the Members. Not more than one (1) audit will be required by any or all of the
Members for any fiscal year.

Fiscal Year End
54. The fiscal year end of the Company is the 31th day of December.

Tax Treatment
55. This Company is intended to be treated as a partnership, for the purposes of Federal and
State Income Tax.

Tax Matters Partner
56. The tax matters partner will be _________ (‘Matters Partner"). The Tax Matters Partner will
prepare, or cause to be prepared, all tax returns and reports for the Company and make any
elections that the Members may deem advisable.

57. A Tax Matters Partner can voluntarily withdraw from the position of Tax Matters Partner or
can be appointed or replaced by a majority of the Voting Members. In the event of a withdrawal
of the Tax Matters Partner from the Company, the remaining Members will appoint a successor
as soon as practicable.

Annual Report
58. As soon as practicable after the close of each fiscal year, the Company will furnish to each
Member an annual report showing a full and complete account of the condition of the Company
including all information as will be necessary for the Preparation of each Member’s income or
other tax returns. This report will be consists of at least:
a. A copy of the Company’s federal income tax returns for that fiscal year.

Goodwill
59. The goodwill of the Company will be assessed at an amount to be determined by appraisal
using generally accepted accounting principles (GAAP).

Confidentiality:
60. Protection of Confidential Information: Members shall maintain the strictest
confidentiality and protection of all proprietary and sensitive information of the Company.
This information encompasses but is not limited to trade secrets, customer lists, business

strategies, financial data, marketing plans, product development, and any other
information that is considered confidential and proprietary to the Company.
61. Use and Disclosure Prohibition: Members shall not, at any time during or after their
membership, use, disclose, or permit the use or disclosure of such confidential information
to any third party, except as required in the normal course of the Company’s business
operations. Members shall use their best efforts to protect and safeguard this information
from unauthorized access, use, or disclosure.
62. Obligation After Membership Termination: The obligation to protect and maintain the
confidentiality of the Company’s proprietary and sensitive information continues even
after a member’s membership in the Company has been terminated, whether voluntarily
or involuntarily. This obligation remains in force for an indefinite period, and members
shall ensure that they do not engage in any activity that compromises the confidentiality of
such information, regardless of their affiliation with the Company.

Limitation of liability:
63. Members’ Limited Personal Liability: In accordance with the Texas Limited Liability
Company Act and the provisions of this Agreement, members’ personal liability for the
debts, obligations, and liabilities of the Company is strictly limited to the extent of their
respective Capital Contributions and any Additional Contributions made to the Company.
This means that members’ personal assets, including but not limited to their personal
savings, real estate, and investments, are safeguarded from being utilized to satisfy the
Company’s debts or obligations.

Governing Law
64. The Members submit the enforcement of to the jurisdiction of the courts of the State of
Texas for
Agreement or any arbitration award or decision arising from this agreement.

Force Majeure
65. A Member will be free of liability to the Company where the Member is prevented from
executing their obligations under this Agreement in whole or in part due to force majeure, such
as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event
where the Member has communicated the circumstance of the event to any and all other
Members and where the Member has taken any and all appropriate action to satisfy his duties
and obligations to the Company and to mitigate the effects of the events.

Forbidden Acts
66. No Member may do any act in contravention of this Agreement.
67. No Member may permit, intentionally or unintentionally, the assignment of express, implied
or apparent authority to a third party that is not a Member of the Company.
68. No Member may do any act that would make it impossible to carry on the ordinary business
of the Company.

69. No Member will have the right or authority to bind or obligate the Company to any extent
with regard to any matter outside the intended purpose of the Company.
70. No Member may confess a judgment against the Company.
71. Any violation of the above forbidden acts will be deemed an involuntary withdrawal and may
be treated accordingly by the remaining Members.

Indemnification
72. All members will be indemnified and held harmless by the Company from and against any
and all claims of any nature, whatsoever, arising out of a Member’s participation in Company
affairs. A Member will not be entitled to indemnification under this section for liability arising
out of gross negligence or willful misconduct of the Member or the breach by the Member of any
provisions of this Agreement.

Liability
72. A Member or any employee will not be liable to the Company or to any other member for
any mistake or error in judgment or for any act or omission believed in good faith to be within
the scope of authority conferred or implied by this agreement or the Company. The Member or
employee will be liable only for any and all acts and omissions involving intentional
wrongdoing.

Liability Insurance
73. The Company may acquire insurance on behalf of any Member, employee, agent or other
person engaged in the business interest of the Company against any liability asserted against
them or incurred by them while acting in good faith on behalf of the Company.

Life Insurance

74. The Company will have the right to acquire life insurance on the lives of any or all of the
Members, whenever it is deemed necessary by the Company. Each member will cooperate fully
with the Company in obtaining any such policies of life insurance.

Actions Requiring Unanimous Consent
75. The following actions will require the unanimous consent of all Members:
a. Incurring Company liabilities over, $50000.
b. Incurring a single transaction Expense over $50000.
c. Endangering the ownership or possession of Company property including selling,
transferring or loaning any Company property or using any (Company property as
collateral for a loan.

Amendment gf this. Agreement
76. No amendment or modification of this Agreement will be valid or effective unless in writing
and signed by all Members.

Title to the Company Property
77. Title to all Company property will remain in the name of the Company. No Member or group
of Members will have any ownership interest in Company property in whole or in part.

Miscellaneous
78. Time is of the essence in this Agreement.
79. This Agreement may be executed in counterparts.
80. Headings are inserted for the convenience of the Members only and are not to be considered
when interpreting this Agreement. Words in the singular mean and include the plural and vice
versa. Words in the masculine gender include the feminine: gender and vice versa. Words in a
neutral gender include the ‘masculine gender and the feminine gender and vice versa.
81. If any term, covenant, condition or provision of this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable, it is the Members’ intent that such
provision be reduced in scope by the court only to the extent deemed necessary by that court to
render the provision reasonable and enforceable and the remainder of the provisions of this
Agreement will in no way be affected, impaired or invalidated as a result.
82. This Agreement contains the entire agreement between the Members. All negotiations and
understandings have been included in this Agreement. Statements or representations that may

have been made by any Member during the negotiation stages of this Agreement, may in some
way be inconsistent with this final written Agreement. All such statements have no force or
effect in respect to this Agreement. Only the written terms of this Agreement will bind the
Members.
83. This Agreement and the terms and conditions contained in this Agreement apply to and are
binding upon each member’s successors, assigns, executors, administrators, beneficiaries, and
representatives.
84. Any notices or delivery required here will be deemed completed when hand-delivered,
delivered by agent: or seven (7) days after being placed in the post, postage prepaid, to the
Members at the addresses contained in this Agreement or as the Members may later designate in
writing.
85. All of the fights, remedies and benefits provided by this Agreement will be cumulative and
will not be exclusive of any other such rights, remedies and benefits allowed by law.

Additional clauses:
86. Non-Pro Rata Distribution: The Members of the LLC may, by unanimous written
agreement, opt for non-pro rata distributions of profits and losses. In such cases, the
agreed-upon allocation of profits and losses should be clearly defined in the written
agreement, specifying the percentage or amount each Member will receive. This agreement
should also outline the conditions under which such non-pro rata distributions may be
made and any limitations or contingencies that apply.
87. No Charging or Encumbrance Without Unanimous Consent: No Member shall have the
right to charge or encumber the assets of the LLC in any manner, including but not limited
to taking loans, granting liens, or entering into financial agreements that could affect the
LLC’s assets and liabilities, without obtaining unanimous written consent from all
Members. The requirement for unanimous consent ensures that significant financial
decisions are made collectively, protecting the interests of all Members.
88. Restriction of Transfers: To maintain the stability and integrity of the LLC, no
Member shall transfer or assign their ownership interest in the LLC to any third party
without first securing unanimous written consent from all Members. Any attempted
transfer or assignment without such unanimous consent shall be deemed null and void, and
the ownership interest shall remain with the transferring Member.
89. Tax Compliance: The Members of the LLC commit to ensuring full compliance with all
applicable tax laws to protect the tax status of the LLC as a partnership. Members will not
take any action that could jeopardize the LLC’s tax status. This commitment includes
accurate record-keeping, timely filing of tax returns, and adherence to all federal and state
tax regulations to maintain the LLC’s tax classification as a partnership.

90. Rights to Return of Capital: In the event of a dissolution of the LLC, each Member
shall be entitled to the return of their capital contributions, if any, before any distribution
of profits is made. This return of capital shall be made promptly and in accordance with
the provisions set out in the Valuation of Interest section of this Agreement. It ensures that
Members’ initial contributions are repaid before any remaining assets are distributed.
91. No Officer Appointment Provisions: This Agreement does not provide for the
appointment of officers within the Company. Instead, all management responsibilities,
including decision-making, financial oversight, and daily operations, shall be carried out
collectively by the Members. This collective approach to management ensures that no
single Member has unilateral authority, promoting a collaborative and consensus-based
governance structure within the LLC.

Definitions
92. For the purpose of this Agreement, the following terms are defined as follows:
a. "Additional Contribution" means Capital Contributions, other than Initial Contributions,
made by Members to the Company.
b. “Capital Contribution” means the total amount of cash, property, or services contributed
to the Company by any one Member.
c. “Distributions* means a payment of Company profits to the Members.
d. ‘Initial Contribution* means the initial Capital Contributions made by ‘any Member to
acquire an interest in the Company.
e. "Member’s Interests" means the Member’s collective rights, including but not limited to,
the Member’s right to share in profits, Member’s right to a share of Company assets on
dissolution of the Company,
f. Member’s voting rights, and Member’s rights to participate in the management of the
Company.
g. “Net Profits or Losses" means the net profits or losses of the Company as determined by
generally accepted accounting principles (GAAP).
h. “Operation of Law* means rights or duties that are cast upon a party by the law, without
any act or agreement on the part of the individual, including, but not limited to, an
assignment for the benefit of the creditors, a divorce, or a bankruptcy.
i. “Principal Office" means the office whether inside or outside the State of Texas where
the executive or management of the Company maintain their primary office.
j. “Voting Members" means the Members who belong to a membership class that has
voting power. Where there only one class of Members, then those Members constitute the
Voting Members.
IN WITNESS WHERE OF the Members have duly affixed their signatures under hand and seal
on this _______ day of Oct, 2023.

______________________
AMMAR BAKHIT HAREEZ AL SHASHAI
(MEMBER)

______________________
MOHSIN MUKHTAR
(MEMBER)

______________________
HARMANE QUDDUS
(MEMBER)

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

OF

DELTA AUTOMOTIVE SHIPPING LLC

This Operating Agreement (the *Agreement) made and entered into this day of Oct, 2023 (the
“Execution Date"),
By
AMMAR BAKHIT HAREEZ AL SHASHAI of 3403 WEST T C JESTER BLVD #366,

HOUSTON, TEXAS 77018,

MOHSIN MUKHTAR of 3403 WEST T C JESTER BLVD #366, HOUSTON, TEXAS 77018

and

HARMANE QUDDUS of CHICHAGO, TEXAS:
(Individually the "Member" and collectively the “Members*)

BACKGROUND:
A. The Members wish to associate themselves as members of a Limited Liability Company.
B. The terms and conditions of this Agreement will govern the Members within the Limited
liability Company.

IN CONSIDERATION OF and as a condition of the Members entering into this agreement and
other valuable consideration, the receipt and sufficiency of which is acknowledged, the Member
agree as follows:

Formation
1. By this Agreement, the Members form a Limited Liability Company (the “Company”) in
accordance with the laws of the State of Texas. The rights and obligations of the Members will
be as stated in the Texas Limited Liability Company Act (the Act") except as otherwise provided
in this agreement.

Name
2. The Name of the Company will be DELTA AUTOMOTIVE SHIPPING LLC.
Purpose

3. Trading and Export of USED and Salvage Vehicles

Term
4. The Company will continue until terminated as provided in this Agreement or may dissolve
under conditions provided in the Act.

Place of Business
5. The Principal Office of the Company will be located at 3403 WEST T C JESTER BLVD
#366, HOUSTON, TEXAS 77018 or such other place as the Members may from time to time
designate.

Capital Contributions
6. The following is a list of all Members and their Initial Contributions to the Company. Each of
the Members agree to make their Initial Contributions to the company in full, according to the
following terms:
Member Contribution Description Value of Contribution
AMMAR BAKHIT
HAREEZ AL SHASHAI

$1800
MOHSIN MUKHTAR $900
HARMANE QUDDUS $300
Allocation of Profits/losses
7. Subject to the then provisions of this Agreement, the Net Profits or Losses, for both
accounting and tax purposes, will accrue to and be borne by the Members in proportion to the
Members’ Capital Contributions inclusive of any Additional Capital Contributions.
8. Distributions to Members will be made in proportion to the Members’ Capital contributions
inclusive of any Additional Capital Contributions.
9. No Member will have priority over any other Member for the distribution of Net Profits or
Losses.

Nature of Interest
10. A Member’s Interest in the Company will be considered personal property.

Withdrawal of Contribution
11. No Member will withdraw any portion of their Capital Contribution without the unanimous
consent of the other Members.

Liability for Contribution
12. A Member’s obligation to make their required Capital Contribution can only be compromised
or released with the consent of all remaining Members or as otherwise provided in this
Agreement. If a Member does not make the Capital Contribution when it is due, he is obligated
at the option of any remaining Members to contribute cash equal to the agreed value of the
Capital Contribution. This option is in addition to and not in lieu of any others rights, including
the right to specific performance that the Company may have against the Member.

Additional Contributions.
13. Capital Contributions may be amended from time to time, according to the business needs of
the Company. However, if additional capital is determined to be required and an individual
Member is Unwilling or unable to meet the additional contribution requirement with a
reasonable period, the remaining Members may contribute in proportion to their existing Capital
Contributions to resolve the amount in default. In such case, the allocation of Net Profits or
Losses and the distribution of assets on dissociation or dissolution will be adjusted accordingly.
14. Any advance of money to the Company by any Member in excess of the amounts provided
for in this Agreement or subsequently agreed to, will be deemed a debt due from the Company
rather than an increase in the Capital Contribution of the Member. This liability will be repaid
with interest at such rates and times to be determined by a majority of the Voting Members. This
liability Will not entitle the lending Member to any increased share of the Company‘s profits nor
to a greater voting power. Repayment of such debts will have priority over any other payments to
Members.

Capital Accounts
15. An individual capital account (the *Capital Account") will be maintained for each Member
and their Initial Contributions will be credited to this account. Any additional Contributions
made by any Member will be credited to that Member’s individual Capital Account.

Interest on Capital
16. No borrowing charge or loan interest will be due or payable to any Member on their agreed
Capital Contribution inclusive of any agreed Additional Contributions.

Management
17. Management of this Company is vested in the Members.

Authority to Bind Company
18. Only the following individuals have authority to bind the Company in contract: All Class A
members

Duty of Loyalty
19. While a person is a Member of the Company, and for a period, of at least five year after that
person ceases to be a Member, that person will not carry on, or participate in, a similar business
to the business the Company ‘within any market regions especially in Oman that were
established or contemplated by the Company before or during that person’s tenure as Member.

Duty to Devote Time
20, Each Member will devote such time and attention to the business of the Company as the
majority of the Members will from time to time reasonably determine for the conduct of the
Company’s business.

Member Meetings
21. A meeting may be called by any Member providing that reasonable notice has been given to
the other Members.
22. Regular meetings of the Members will be held as required.

Voting
23. Each Member will have a single equal vote on any matter.

Admission of New Members.
24. A new Member may only be admitted to the Company with a majority vote of the existing
Members.

25. The new Member agrees to be bound by all the covenants, terms, and conditions of this
Agreement, inclusive of all current and future amendments. Further, a new Member will execute
such documents as are needed to affect the admission of the new Member. Any new Member
will receive such business interest in the Company as determined by a unanimous decision of the
other Members.

Voluntary Withdrawal of a Member
26. No Member may voluntarily withdraw from the Company for a period of three month from
the execution date of this Agreement. Any such unauthorized withdrawal prior to the expiration
of this period will be considered a wrongful dissociation and a breach of this Agreement. In the
event of any such wrongful dissociation, the withdrawing Member will be liable to the remaining
Members for any damages incurred by the remaining Members including but not limited to the
loss of future earnings. After the expiration of this period, ay Member have the right to
voluntarily withdraw from the Company Written notice of intention to withdraw must be served
upon the remaining Members at least three month prior to withdrawal.
27. The voluntary withdrawal of a Member will have no effect upon the continuance of the
Company.
28. It remains incumbent on the withdrawing Member to exercise this dissociation in good faith
and to minimize any present on future harm done to the remaining Members as a result of the
withdrawal.

Involuntary Withdrawal of a Member
29. Events leading to the involuntary withdrawal of a Member from the Company will include
but not limited to: death of a Member; Member mental incapacity; Member disability preventing
reasonable participation in the Company; Member incompetence; breach of fiduciary duties by a
Member; criminal. Conviction of a Member; Operation of Law against a Member or a legal
judgment against a Member that can reasonably be expected to bring the business or societal
reputation of the Company into disrepute. Expulsion of a Member can also occur on application
by the Company or another Member, where it has been judicially determined that the Member:
has engaged in wrongful conduct that adversely and materially affected the Company’s business;
has willfully or persistently committed a material breach of this Agreement or of a duty owed to
the Company or to the other Members; or has engaged in conduct relating to the Company’s
business that makes it not reasonably practicable to carry on the business with the Member.
30. The involuntary withdrawal of a Member will have no effect upon the continuance of the
Company.
Dissociation of a Member

31. In the event of either a voluntary or involuntary withdrawal of a Member, if the remaining
Members elect to purchase the interest of the withdrawing Member, the remaining Members will
serve written notice of such election; including the purchase price and method and schedule of
payment for the withdrawing Member’s Interests, upon the withdrawing Member, their executor,
‘administrator, trustee, committee or analogous fiduciary within a reasonable period after
acquiring knowledge of the change in circumstance to the affected Member. The purchase
amount of any buyout of a Member’s Interests will be determined as set out in the Valuation of
Interest section of this Agreement.
32. Valuation and distribution will be determined as described in the/Valuation of Interest
section of this Agreement.
33. The remaining Members retain the right to seek damages from a dissociated Member where
the dissociation resulted from a malicious or criminal act by the dissociated Member or where
the dissociated Member/had breached their fiduciary duty to the Company or was in breach of
this Agreement or had acted in a way that could reasonably be foreseen to bring harm or damage
to the Company or to the reputation of the Company
34. A dissociated Member will only have liability for Company obligations that were incurred
during their time as a Member. On dissociation of a Member, the Company will prepare, file,
serve, (aid publish all notices required by law to protect the dissociated Member from lability for
future Company obligations.
35. Where the remaining Members have purchased the interest of a dissociated Member, the
purchase amount will be paid in full, but without interest; within 90 days of the date of
withdrawal. The Company will retain exclusive rights to use of the trade name and firm name
and all related brand and model names of the Company.

Succession planning:
Succession Planning: In the event of a member’s withdrawal, incapacity, or passing away,
the following provisions shall apply:
36. Withdrawal of a Member: Any member wishing to withdraw from the company must
provide written notice to the remaining members at least [insert notice period] prior to
withdrawal. Upon receipt of such notice, the remaining members shall have the first right
of refusal to purchase the withdrawing member’s interest at a price determined in
accordance with the Valuation of Interest clause of this Agreement. If the remaining
members do not exercise this right within [insert time period] of receiving the notice, the
withdrawing member may sell their interest to a third party, subject to the unanimous
consent of the remaining members.
37. Incapacity or Death of a Member: In the event of the incapacity or death of a member,
the personal representative, executor, or administrator of the member’s estate shall have

the right to sell the member’s interest to a third party. The purchase price for the interest
shall be determined in accordance with the Valuation of Interest clause of this Agreement.
38. Admission of New Members: Any new member admitted to the company as a result of
the above provisions shall be subject to the terms and conditions of this Agreement and
shall be required to execute such documents as necessary to effect their admission.

Right of First Purchase
39, In the event that a Member’s Interest in the Company is or will be sold, due to any reason, the
remaining Members will have a right of first purchase of that Member’s Interest. The value of
that interest in the Company will be the lower of the value set out in the Valuation of Interest
section of this Agreement and any third party offer that the Member wishes to accept.

Assignment of Interest
40. Where a Member’s financial interest in the Company is assigned to another party who is not
an existing Member, that party will be treated as a new Member. An assignment of full
membership status inclusive of all duties, obligations, and rights held by the previous Member
will be governed by the conditions described under the Admission of New Members section of
this agreement.
41. In the event that a Member’s interest in the company is transferred or assigned as the result of
a court order or Operation of Law, the trustee in bankruptcy or other person acquiring that
Member’s Interests in the Company will only acquire that Member’s economic rights and
interests and will not acquire any other rights of that Member or be admitted as a Member of the
Company of have the right to exercise any management or voting interests.

Valuation of Interest
42. A Member’s financial interest in the Company will be in proportion to their Capital
Contributions, inclusive of any Additional Capital Contributions.
43. In the absence of a written agreement setting a value, the value of the Company will be based
on the fair market value appraisal of all Company assets (less liabilities) determined in
accordance-with generally accepted accounting principles (GAAP). This appraisal will be
appointed by an independent accounting firm agreed to by all Members, An appraiser will be
appointed within a reasonable period of the date of withdrawal or dissolution. The results of the
appraisal will be binding on all Members. The intent of this section is to ensure the survival of
the Company despite the withdrawal of any individual Member.

44. No allowance will be made for goodwill, trade name, patents or other intangible. Assets,
except where those assets have been reflected on the Company books immediately prior to
valuation.
Non-compete:
45. During the term of their membership and for a period of [insert duration] following the
termination of their membership, members shall not, directly or indirectly, engage in any
business, enterprise, or activity that competes with the business of the Company within the
geographic regions that have been established or contemplated by the Company during the
member’s tenure. This non-compete restriction applies to businesses that offer products or
services similar to those offered by the Company and that are likely to have a detrimental
effect on the Company’s market share or business prospects.

Non-solicitation:
46. During the term of their membership and for a period of [insert duration] following the
termination of their membership, members shall not, directly or indirectly, solicit, hire,
engage, or attempt to solicit, hire, or engage any employee, contractor, or customer of the
Company. This includes but is not limited to individuals or entities with whom the
Company has had business dealings or relationships during the member’s tenure.

Dissolution,
47 The company may be dissolved by a unanimous vote of the Members. The company will also
be dissolved on the occurrence of events specified the act.
48. Upon Dissolution of the Company and liquidation of Company property, and after payment
of all selling costs and expenses, the liquidator will distribute the Company assets to the
following groups according to the following order of
Priority:
a. in satisfaction of liabilities to creditors except Company obligations to current Members;
b. in satisfaction of Company debt obligations to current Members; and then
c. to the Members based on Member financial interest, as set out in the Valuation of Interest
section of this Agreement.

Records
49. The Company will at all times maintain accurate records of the following:
a. Information regarding the status of the business and. the financial condition of the
Company.

b. A copy of the Company federal, state, and local income taxes for each year, promptly
after becoming available.
c. Name and last known business, residential, or mailing address of each Member, as well
as the date that person became a Member.
d. A copy of this Agreement and any articles or certificate of formation, as well as all
amendments, together with any executed copies of any written powers of attorney
pursuant to which this Agreement, articles or certificate, and any amendments have been
executed.
e. The cash, property, and services contributed to the Company by each Member, along
with a description and value and any contributions that have been agreed to be made in
the future.

50. Each Member has the right to demand, within a reasonable period of time, a copy of any of
the above document for any purpose reasonably related to their interest as a Member of the
Company at their expense.

Books of Account
51. Accurate and complete books of account of the transactions of the Company will be kept in
accordance with generally accepted accounting principles (GAAP) and at all reasonable times
will be available and open to inspection and examination by any Member. The books and records
of the Company will reflect all the Company’s transactions and will be appropriate and adequate
for the business conducted by the Company.

Banking and Company Funds
52. The funds of the Company will be placed in such investments and banking accounts as will
be designated by the Members. All withdrawals from these ‘accounts will be made by the duly
authorized agent or agents of the Company as appointed by unanimous consent of the Members.
Company funds will be held in the name of the Company and will not be commingled with those
of any other person or entity.

Audit
53. Any of the Members will have the right to request an audit of the Company books. The cost
of the audit will be borne by the Company. The audit will be performed by an accounting firm
acceptable to all the Members. Not more than one (1) audit will be required by any or all of the
Members for any fiscal year.

Fiscal Year End
54. The fiscal year end of the Company is the 31th day of December.

Tax Treatment
55. This Company is intended to be treated as a partnership, for the purposes of Federal and
State Income Tax.

Tax Matters Partner
56. The tax matters partner will be _________ (‘Matters Partner"). The Tax Matters Partner will
prepare, or cause to be prepared, all tax returns and reports for the Company and make any
elections that the Members may deem advisable.

57. A Tax Matters Partner can voluntarily withdraw from the position of Tax Matters Partner or
can be appointed or replaced by a majority of the Voting Members. In the event of a withdrawal
of the Tax Matters Partner from the Company, the remaining Members will appoint a successor
as soon as practicable.

Annual Report
58. As soon as practicable after the close of each fiscal year, the Company will furnish to each
Member an annual report showing a full and complete account of the condition of the Company
including all information as will be necessary for the Preparation of each Member’s income or
other tax returns. This report will be consists of at least:
a. A copy of the Company’s federal income tax returns for that fiscal year.

Goodwill
59. The goodwill of the Company will be assessed at an amount to be determined by appraisal
using generally accepted accounting principles (GAAP).

Confidentiality:
60. Protection of Confidential Information: Members shall maintain the strictest
confidentiality and protection of all proprietary and sensitive information of the Company.
This information encompasses but is not limited to trade secrets, customer lists, business

strategies, financial data, marketing plans, product development, and any other
information that is considered confidential and proprietary to the Company.
61. Use and Disclosure Prohibition: Members shall not, at any time during or after their
membership, use, disclose, or permit the use or disclosure of such confidential information
to any third party, except as required in the normal course of the Company’s business
operations. Members shall use their best efforts to protect and safeguard this information
from unauthorized access, use, or disclosure.
62. Obligation After Membership Termination: The obligation to protect and maintain the
confidentiality of the Company’s proprietary and sensitive information continues even
after a member’s membership in the Company has been terminated, whether voluntarily
or involuntarily. This obligation remains in force for an indefinite period, and members
shall ensure that they do not engage in any activity that compromises the confidentiality of
such information, regardless of their affiliation with the Company.

Limitation of liability:
63. Members’ Limited Personal Liability: In accordance with the Texas Limited Liability
Company Act and the provisions of this Agreement, members’ personal liability for the
debts, obligations, and liabilities of the Company is strictly limited to the extent of their
respective Capital Contributions and any Additional Contributions made to the Company.
This means that members’ personal assets, including but not limited to their personal
savings, real estate, and investments, are safeguarded from being utilized to satisfy the
Company’s debts or obligations.

Governing Law
64. The Members submit the enforcement of to the jurisdiction of the courts of the State of
Texas for
Agreement or any arbitration award or decision arising from this agreement.

Force Majeure
65. A Member will be free of liability to the Company where the Member is prevented from
executing their obligations under this Agreement in whole or in part due to force majeure, such
as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event
where the Member has communicated the circumstance of the event to any and all other
Members and where the Member has taken any and all appropriate action to satisfy his duties
and obligations to the Company and to mitigate the effects of the events.

Forbidden Acts
66. No Member may do any act in contravention of this Agreement.
67. No Member may permit, intentionally or unintentionally, the assignment of express, implied
or apparent authority to a third party that is not a Member of the Company.
68. No Member may do any act that would make it impossible to carry on the ordinary business
of the Company.

69. No Member will have the right or authority to bind or obligate the Company to any extent
with regard to any matter outside the intended purpose of the Company.
70. No Member may confess a judgment against the Company.
71. Any violation of the above forbidden acts will be deemed an involuntary withdrawal and may
be treated accordingly by the remaining Members.

Indemnification
72. All members will be indemnified and held harmless by the Company from and against any
and all claims of any nature, whatsoever, arising out of a Member’s participation in Company
affairs. A Member will not be entitled to indemnification under this section for liability arising
out of gross negligence or willful misconduct of the Member or the breach by the Member of any
provisions of this Agreement.

Liability
72. A Member or any employee will not be liable to the Company or to any other member for
any mistake or error in judgment or for any act or omission believed in good faith to be within
the scope of authority conferred or implied by this agreement or the Company. The Member or
employee will be liable only for any and all acts and omissions involving intentional
wrongdoing.

Liability Insurance
73. The Company may acquire insurance on behalf of any Member, employee, agent or other
person engaged in the business interest of the Company against any liability asserted against
them or incurred by them while acting in good faith on behalf of the Company.

Life Insurance

74. The Company will have the right to acquire life insurance on the lives of any or all of the
Members, whenever it is deemed necessary by the Company. Each member will cooperate fully
with the Company in obtaining any such policies of life insurance.

Actions Requiring Unanimous Consent
75. The following actions will require the unanimous consent of all Members:
a. Incurring Company liabilities over, $50000.
b. Incurring a single transaction Expense over $50000.
c. Endangering the ownership or possession of Company property including selling,
transferring or loaning any Company property or using any (Company property as
collateral for a loan.

Amendment gf this. Agreement
76. No amendment or modification of this Agreement will be valid or effective unless in writing
and signed by all Members.

Title to the Company Property
77. Title to all Company property will remain in the name of the Company. No Member or group
of Members will have any ownership interest in Company property in whole or in part.

Miscellaneous
78. Time is of the essence in this Agreement.
79. This Agreement may be executed in counterparts.
80. Headings are inserted for the convenience of the Members only and are not to be considered
when interpreting this Agreement. Words in the singular mean and include the plural and vice
versa. Words in the masculine gender include the feminine: gender and vice versa. Words in a
neutral gender include the ‘masculine gender and the feminine gender and vice versa.
81. If any term, covenant, condition or provision of this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable, it is the Members’ intent that such
provision be reduced in scope by the court only to the extent deemed necessary by that court to
render the provision reasonable and enforceable and the remainder of the provisions of this
Agreement will in no way be affected, impaired or invalidated as a result.
82. This Agreement contains the entire agreement between the Members. All negotiations and
understandings have been included in this Agreement. Statements or representations that may

have been made by any Member during the negotiation stages of this Agreement, may in some
way be inconsistent with this final written Agreement. All such statements have no force or
effect in respect to this Agreement. Only the written terms of this Agreement will bind the
Members.
83. This Agreement and the terms and conditions contained in this Agreement apply to and are
binding upon each member’s successors, assigns, executors, administrators, beneficiaries, and
representatives.
84. Any notices or delivery required here will be deemed completed when hand-delivered,
delivered by agent: or seven (7) days after being placed in the post, postage prepaid, to the
Members at the addresses contained in this Agreement or as the Members may later designate in
writing.
85. All of the fights, remedies and benefits provided by this Agreement will be cumulative and
will not be exclusive of any other such rights, remedies and benefits allowed by law.

Additional clauses:
86. Non-Pro Rata Distribution: The Members of the LLC may, by unanimous written
agreement, opt for non-pro rata distributions of profits and losses. In such cases, the
agreed-upon allocation of profits and losses should be clearly defined in the written
agreement, specifying the percentage or amount each Member will receive. This agreement
should also outline the conditions under which such non-pro rata distributions may be
made and any limitations or contingencies that apply.
87. No Charging or Encumbrance Without Unanimous Consent: No Member shall have the
right to charge or encumber the assets of the LLC in any manner, including but not limited
to taking loans, granting liens, or entering into financial agreements that could affect the
LLC’s assets and liabilities, without obtaining unanimous written consent from all
Members. The requirement for unanimous consent ensures that significant financial
decisions are made collectively, protecting the interests of all Members.
88. Restriction of Transfers: To maintain the stability and integrity of the LLC, no
Member shall transfer or assign their ownership interest in the LLC to any third party
without first securing unanimous written consent from all Members. Any attempted
transfer or assignment without such unanimous consent shall be deemed null and void, and
the ownership interest shall remain with the transferring Member.
89. Tax Compliance: The Members of the LLC commit to ensuring full compliance with all
applicable tax laws to protect the tax status of the LLC as a partnership. Members will not
take any action that could jeopardize the LLC’s tax status. This commitment includes
accurate record-keeping, timely filing of tax returns, and adherence to all federal and state
tax regulations to maintain the LLC’s tax classification as a partnership.

90. Rights to Return of Capital: In the event of a dissolution of the LLC, each Member
shall be entitled to the return of their capital contributions, if any, before any distribution
of profits is made. This return of capital shall be made promptly and in accordance with
the provisions set out in the Valuation of Interest section of this Agreement. It ensures that
Members’ initial contributions are repaid before any remaining assets are distributed.
91. No Officer Appointment Provisions: This Agreement does not provide for the
appointment of officers within the Company. Instead, all management responsibilities,
including decision-making, financial oversight, and daily operations, shall be carried out
collectively by the Members. This collective approach to management ensures that no
single Member has unilateral authority, promoting a collaborative and consensus-based
governance structure within the LLC.

Definitions
92. For the purpose of this Agreement, the following terms are defined as follows:
a. "Additional Contribution" means Capital Contributions, other than Initial Contributions,
made by Members to the Company.
b. “Capital Contribution” means the total amount of cash, property, or services contributed
to the Company by any one Member.
c. “Distributions* means a payment of Company profits to the Members.
d. ‘Initial Contribution* means the initial Capital Contributions made by ‘any Member to
acquire an interest in the Company.
e. "Member’s Interests" means the Member’s collective rights, including but not limited to,
the Member’s right to share in profits, Member’s right to a share of Company assets on
dissolution of the Company,
f. Member’s voting rights, and Member’s rights to participate in the management of the
Company.
g. “Net Profits or Losses" means the net profits or losses of the Company as determined by
generally accepted accounting principles (GAAP).
h. “Operation of Law* means rights or duties that are cast upon a party by the law, without
any act or agreement on the part of the individual, including, but not limited to, an
assignment for the benefit of the creditors, a divorce, or a bankruptcy.
i. “Principal Office" means the office whether inside or outside the State of Texas where
the executive or management of the Company maintain their primary office.
j. “Voting Members" means the Members who belong to a membership class that has
voting power. Where there only one class of Members, then those Members constitute the
Voting Members.
IN WITNESS WHERE OF the Members have duly affixed their signatures under hand and seal
on this _______ day of Oct, 2023.

______________________
AMMAR BAKHIT HAREEZ AL SHASHAI
(MEMBER)

______________________
MOHSIN MUKHTAR
(MEMBER)

______________________
HARMANE QUDDUS
(MEMBER)