JOINT VENTURE AGREEMENT


 


Article I. Introduction


 


This Agreement is entered into as of
March 1, 2017, by and between Precious Investments, Inc., a Nevada corporation (“PNIK”) and Eddeb Management (“Eddeb”)
for the purpose of carrying on a joint venture. The name of the joint venture shall be “Flawless Funds GP Inc.” (hereinafter
referred to as, the “Joint Venture”). The Joint Venture has already been formed as an Ontario corporation.


 


Article II. Purpose of Joint Venture


 


The purpose of the joint venture shall
be to raise money and build the Joint Venture fund for the purposes of trading in precious stones.


 


Article III. Duties of Parties


 


3.1. General Duties


 


Each Joint Venturer will devote such time
and efforts as may be reasonably necessary to build the fund and exploit opportunities to purchase and sell precious stones, including,
notably, colored diamonds.


 


3.2. Exclusive and Primary Obligations


 


3.2.1 Exclusive Obligations


 


Each Joint Venturer agrees that neither
one shall engage in any activities that would conflict with the operations and business purpose of the Joint Venture. Notwithstanding
the foregoing, the preceding sentence shall not be construed in any way to limit PNIK’s ability to manage or sell any of
its existing inventory of colored diamonds or to purchase new inventory from the proceeds thereof for its exclusive benefit.


 


3.2.2 PNIK Primary Duties and Obligations


 


PNIK, through Kashif Khan (“Khan”),
shall be primarily responsible for Marketing and managing the fund.


 


3.2.3 Eddeb's Primary Duties and Obligations


 


Eddeb, through Abdurrahman Eddeb, shall
be primarily responsible for assisting in bringing investors into the fund.


 


Article IV. Ownership of Venture Property


 


4.1. Title to Property


 


All property of the Joint Venture shall
be held in the name of the Joint Venture.


 






    	 		 



     


    

 


4.2. Interest in Property


 


Except as provided below, the beneficial
interest of each party in Joint Venture property, unless changed pursuant to the terms of this Agreement, shall be as follows:
Seventy-Five percent (75%) PNIK and Twenty-Five percent (25%) Eddeb.


 


Article V. Term


 


The term of the Joint Venture will commence
on the date first indicated above and shall terminate as provided in Article IX, below.


 


Article VI. Distributions; Allocation of Profits and Losses


 


6.1. Division or Share of Profits


 


Any profits of the Joint Venture shall
be allocated among the Joint Venturers in the following percentages unless that percentage is changed pursuant to the terms of
this Agreement:


 


PNIK 75%


Eddeb 25%


 


6.2. Calculation of Profits


 


For the purposes of this Agreement, the
profits of the Joint Venture shall be calculated as follows:


 


(a) The expenses of conducting the Joint
Venture shall be deducted from the income of the Joint Venture. The expenses of conducting the Joint Venture shall include all
expenses customarily incurred by businesses similar to the Joint Venture.


 


(b) After the payment of expenses as
described above and retention of adequate operating and capital reserves, PNIK and Eddeb shall each be entitled to receive distributions
of any remaining available cash according to their respective percentage interest in the Joint Venture. The parties agree that
except for distributions necessary to enable each party to pay their respective income tax obligations, a certain percentage of
available cash from operations shall be reinvested new inventory.


 


6.3. Apportionment or Share of Loss


 


Should a loss be sustained by the Joint
Venture, the parties shall bear the loss in the same percentages as profits.


 


6.4. Computation of Loss


 


In computing any loss as between the
parties, deductions shall be made from any assets remaining in the same manner as computing profits in 6.2, that is, deductions
shall first be made to pay expenses, and any remaining sums shall be allocated on a pro rata percentage basis to contributions,
as set forth in 6.2 for computing profits. Should there be insufficient assets to pay expenses due and owing as a result of the
conduct of the Joint Venture, each party shall contribute to the payment of those expenses in the percentage of losses attributed
to that party in this Article.


 


Article VII. Management Structure


 






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7.1. Management of Joint Venture


 


The business and affairs of the Joint
Venture shall be managed by two directors: Khan and Eddeb. The directors have the ability to make all decisions as to the day to
day operations of the Joint Venture or deligate such functions as they see fit to officers of the Joint Venture. Only the directors
shall have the ability to:


 


(1) Confess a judgment against the Joint
Venture;


 


(2) Admit any person as a Joint Venturer;


 


(3) Execute or deliver any assignment
for the benefit of the creditors of the Joint Venture;


 


(4) Enter into any lease of real or personal
property;


 


(5) Enter into any loan transaction or
incur any indebtedness of the Joint Venture in excess of $25,000;


 


(6) Purchase any real property;


 


(7) Such other matter(s) as may be mutually
agreed upon by the parties.


 


7.2. Actions by Majority Vote


 


Except as otherwise expressly provided
in this Agreement, all actions taken by the directors shall be by majority vote.


 


Article VIII. Confidentiality


 


8.1. Definition


 


For the purpose of this Agreement, "Proprietary
Information" shall include all information designated by any Joint Venturer, either orally or in writing, as confidential
or proprietary, or which reasonably would be considered proprietary or confidential to the business contemplated by this Agreement,
including but not limited to suppliers, marketing and technical plans, plans for products and ideas and proprietary techniques
and other trade secrets. Notwithstanding the foregoing, "Proprietary Information" shall not include information which
(i) has entered the public domain or became known other than due to a breach of any obligation of confidentiality owed to the owner
of such information; (ii) was known prior to the disclosure of such information; (iii) became known to the recipient from a source
other than a Joint Venturer or its Affiliate, provided there was no breach of an obligation of confidentiality owed to said Joint
Venturer or its Affiliate; or (iv) was independently developed by the party receiving such information.


 


8.2. No Disclosure, Use, or Circumvention


 


No Joint Venturer or its Affiliates shall
disclose any Proprietary Information to any third parties and will not use any Proprietary Information in that Joint Venturer’s
or Affiliates’ business or any affiliated business without the prior written consent of the other Joint Venturer, and then
only to the extent specified in that consent. Consent may be granted or withheld at the sole discretion of any Joint Venturer.
No Joint Venturer shall contact any suppliers, customers, employees, affiliates or associates to circumvent the purposes of this
provision.


 






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8.3. Maintenance of Confidentiality


 


Each Joint Venturer shall take all steps
necessary or appropriate to maintain the strict confidentiality of the Proprietary Information and to assure compliance with this
Agreement.


 


Article IX. Termination


 


9.1. Date of Termination


 


This Agreement shall be terminated on
the earlier to occur of:


 


(a) The mutual agreement of all of the
parties to this Agreement;


 


(b) Any act or event which makes the
continuation of the business of the Joint Venture impossible or impracticable; or


 


(c) The bankruptcy or insolvency of any
of the parties to this Agreement; or


 


(d) Fifteen (15) years after the effective
date hereof, unless extended by the parties.


 


9.2. Effect of Termination


 


On the termination of this Joint Venture,
the Joint Venture shall be dissolved and wound up in accordance with the provisions of Ontario law, except as otherwise specifically
provided in this Agreement or any amendment to this Agreement.


 


Article X. Assignment


 


No Joint Venturer may assign its rights
and obligations hereunder due to the unique expertise and qualifications of the Joint Venturers.


 


Article XI. Notices


 


All notices to the Joint Venturers pursuant
to this Agreement shall be in writing and shall be deemed effective when given by personal delivery or by certified mail, express
delivery service, or facsimile transmission.


 


Article XII. Applicable Law


 


To the extent not otherwise provided
in the Agreement, the terms of this Joint Venture and the relationship of the Joint Venturers to each other shall be governed by
the provisions of Ontario law.


 


Article XIII. Amendments


 


This Agreement may be amended only by
the written agreement of all of the Joint Venturers.


 


IN WITNESS WHEREOF, the undersigned have
executed this Agreement


effective as of the date first above written.


 


Precious Investments, Inc.


 


By: /s:/ Kashif Khan 


Name: Kashif Khan


 


 


Eddeb Management


 





By: /s/ Abdurrahman Eddeb


Name: Abdurrahman Eddeb


 



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