1. Badkoobeh Gateway Office in Dubai - Ehteshamzadeh and Casey - April 2015 Page 1
Badkoobeh Gateway Offices
in Dubai & Tehran
April 2015
Proposal
Submitted by
Mohammad Ehteshamzadeh
&
Jack Casey
_____________________________
Contents:
1. Background
2. Badkoobeh's Mission
3. Proposed Plan
4. Brand & Network Development
5. Legal Foundation
6. Parties and their Respective Roles & Obligations
7. Agreement Duration and Termination
8. Estimated Budget
9. Time-Line

2. Badkoobeh Gateway Office in Dubai - Ehteshamzadeh and Casey - April 2015 Page 2
1. Background
Badkoobeh Advertising Agency, along with its specialized domestic and foreign subsidiaries
and affiliates, including but not limited to Roya Talayee Shahr (media house), Anima Torfeh
(animation house) and Toranj Production Studios (production house) (collectively referred to
as "Badkoobeh"), is a top tier, full-service advertising agency in Iran.
The progress of current diplomatic efforts between Iran and key foreign powers to resolve
disputes and dismantle the sanctions regime foretells accelerated economic growth in Iran
and a dramatic expansion of international commerce and business relations.
2. Badkoobeh's Mission
Badkoobeh's fundamental objective is to seize this current opportunity to expand its domestic
book of business by servicing the large influx of foreign clients intent on entering the Iranian
market. Badkoobeh also seeks to service Iranian clients that will increasingly sell their
products and services in foreign markets. The central focus of Badkoobeh's Mission is to
establish a partnership with a major international advertising agency and use cross-referral
agreements to achieve its business objectives.
3. Proposed Plan
Dubai Office as Gateway
To achieve this Mission, Badkoobeh will establish a subsidiary company (or branch office) in
Dubai ("Dubai Office"). As the pre-eminent commercial entrepot in the Middle East, Dubai
is the ideal venue for Badkoobeh to be in the convenient proximity to the regional
headquarters of large international brands and advertising agencies. In essence, the Dubai
office will serve as a gateway, or forward base, for Badkoobeh to attract brands and foreign
agencies. This forward base will render to Badkoobeh a competitive edge in attracting
brands and will also serve as the most convenient and efficient venue to conduct
introductions, promotions and presentations.
The Dubai Office will be registered on-shore Dubai or in a suitable free zone jurisdiction.
The corporate tax regime in Dubai may offer beneficial tax relief to Badkoobeh.

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The primary functions of the Dubai office are to:
a) establish commercial relations or partnerships with one or several internationally
recognized advertising agencies for the purpose of facilitating client referrals.
Clients/brands of partnered foreign advertising agencies will be referred to Badkoobeh.
b) promote Badkoobeh services directly to foreign brands that require advertising services
in Iran;
c) serve as Badkoobeh's representative or liaison office by performing the following tasks
on a daily basis:
1. manage relationships with partnered advertising agencies and clients/brands,
2. provide front-line customer care, quality of service and product delivery oversight,
3. coordinate and facilitate communications between Badkoobeh Tehran and its
clients and partnered advertising agency in Dubai.
4. serve (potentially) as a revenue booking center and thereby benefit Badkoobeh
with the utility of Dubai's friendly corporate tax regime.
Products Offered Via Dubai Office
Badkoobeh will deliver the following products to clients/brands emanating from the Dubai
Office: consulting, ATL and BTL, branding, creating teasers, digital marketing, animation
production and other advertising and commercial services.
Tehran Office
A separate office or division within Badkoobeh will be established in Tehran and will fulfill
two functions:
a) The Tehran Office will serve as the gateway, or point of contact, for Iranian brands
seeking advertising services in foreign markets. The office will provide Iranian
brands/clients with advertising consultancy and arrange for the provision of appropriate
products by a partnered foreign advertising agency. In some cases the foreign advertising
agency may out-source certain work to Badkoobeh. Badkoobeh will have either a long-
term partnership arrangement or special agreement with the foreign advertising agency
wherein Badkoobeh provides oversight of service delivery and is compensated.
b) The Tehran Office will also serve as the gateway, or point of contact, for Iranian
advertising agencies that have clients requiring advertising services in foreign markets.
Iranian advertising agencies can leverage Badkoobeh's global reach via its partnership
with international advertising agency. Depending upon the client's and local advertising

4. Badkoobeh Gateway Office in Dubai - Ehteshamzadeh and Casey - April 2015 Page 4
agency's requirements, creation/production of different segments of the service can be
allocated or out-sourced to any of the parties concerned (i.e to Badkoobeh, the
introducing Iranian advertising agency and partnered international agency).
c) The Tehran Office will serve as liaison with the Dubai Office. This Tehran entity, in
collaboration with the Dubai Office, will be dedicated to oversight and coordination of
the production and delivery of services to clients/brands introduced via the Dubai Office
gateway.
The Tehran office may be a separate legal entity or a division within Badkoobeh, depending
upon the relative benefits and restrictions of the tax code and commercial regulations.
4. Brand & Network Development
Developing Badkoobeh's Network and Brand Awareness Regionally and Beyond
The Dubai Office will serve a dual purpose. In addition to its primary function of attracting
new clients and growing income, the Dubai Office will also undertake coordination and
execution of programs that:
a) promote the Badkoobeh brand and name recognition in the Persian Gulf and beyond.
The aim is to disseminate the Badkoobeh corporate identity as the preeminent full
service advertising agency in Iran with a global reach.
b) build a broad and robust corporate network of influential decision-makers in business and
government that can be effectively leveraged.
For brand and network development, the programs will be coordinated, executed and funded
in collaboration with appropriate corporate and government sponsors. They will be geared to
the propagation and celebration of cultural events, public and civic development, the
advancement of the performing arts and higher education. In Dubai, participation and
sponsorship of such projects is a primary means of networking with influential investors and
noble families, ministers and rulers of Dubai. In addition to hosting conventions, festivals,
workshops and events, the following proposed activities will be studied and considered.
a) Film, series and documentary production spotlighting the culture and performing arts of
the region and celebrating their shared and unique aspects.
b) Academic training and faculty exchange programs in advertising and related digital,
multi-media and art fields.

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c) Producing and aggregating content for a satellite TV channel that will broadcast
programs on professional and performing arts, and the nuanced variety of cultures in the
region.
d) Sponsor and coordinate events at art galleries that propagate works of art produced in
Iran.
5. Legal Foundation
There shall be full agreement between the participating parties concerning the roles,
obligations, rights and consideration of each and every party. Upon full agreement by the
parties, the agreed terms will be suitably codified in legally binding agreements in two
jurisdictions (Iran and UAE). Some of the key terms for the agreements are presented below
on a provisional basis.
6. Parties & their Respective Roles & Obligations
Badkoobeh:
a) Shall be the sole source of product strategy/consultancy, design, production and delivery
for international brands/clients sourced by the Dubai Office either directly or through a
partnered international advertising agency.
b) Shall be the majority shareholder in the Dubai Office.
c) Shall be the majority shareholder of the Tehran Office (if registered as a separate entity).
d) Shall pay the expenses of establishing the Dubai Office and supporting its operation for a
period of 1 to 2 years.
e) Shall pay the expenses of establishing and supporting the Tehran Office.
f) From time to time shall provide, at its own cost, the Dubai Office with high-level staff on
a strategic and temporary basis to assist with special projects and presentations.
g) Shall approve all permanent senior staff of the Dubai Office and Tehran Office.
h) For all purposes, including for revenue creation attribution and commissions, revenue
generated as a result of the efforts of the Dubai Office and Tehran Office shall be
recognized and tracked on the books of Badkoobeh, or any of its domestic or foreign (i.e.

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Hamburg) subsidiaries, including the Tehran Office and Dubai Office. The selection of
revenue recognition locations will depend upon accounting regulations and planning
based on an analysis of the relative benefits of various tax jurisdictions.
Dubai Affiliate Partner:
The Dubai Affiliate Partner is Mohammad Ehteshamzadeh, including any corporate entity or
agent he may establish or procure to represent him for purposes envisioned in this Proposed
Plan ("Affiliate"). The Affiliate shall serve as the Director of Strategy of the Dubai Office.
In this role, the Affiliate shall undertake several key duties as part of the Dubai Office
including, but not limited to, the following:
a) Sole responsibility for execution of plan within budget to establish the Dubai Office,
including registration, determination of suitable sub-jurisdiction or free zone, acquisition
and fit-out of office premises, related services and lower level staffing.
b) Sole responsibility for acquisition and relationship management of Strategic/Sponsoring
Partner(s).
c) Sole responsibility to devise, coordinate and execute a Dubai Office project to establish a
strategic commercial agreement between Badkoobeh and a suitable foreign advertising
agency. This agreement will provide for the cross-referral of brands/clients from each
party to the other.
d) Oversight of production and delivery of Badkoobeh services to brands/clients introduced
through the Dubai Office.
e) Shared responsibility for attracting foreign brands/clients to Badkoobeh Iran-based
products.
f) Shared responsibility for projects related to brand and network development.
The Affiliate will also be a senior member of the Tehran Office with the responsibility of
attracting: 1) Iranian advertising agencies seeking international services for its clients and 2)
Iranian clients seeking the international services on their own behalf.
Consideration for the Affiliate includes the following:
a) A fixed salary with a 1 to 2 year contract as senior employee of the Dubai Office. The
senior employee contract between Badkoobeh and the Affiliate will be extended beyond

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the 1 to 2 year contract if the Affiliate achieves performance milestones agreed by the
parties.
b) A fixed commission paid by Badkoobeh that shall be based, using various agreed
formulas, on the revenue and/or net income derived by Badkoobeh, for a period of 5 to 10
years, from the sale of products and services to brands/clients that have been:
1. introduced directly by the Affiliate through the Tehran Office or Dubai Office,
2. referred by a Strategic Partner of the Dubai Office,
3. referred by a partnered international advertising agency, or
4. referred by an Iranian advertising agency that was introduced by the Affiliate to
the Tehran Office.
c) In the event of an acquisition of equity shares, or controlling rights, of Badkoobeh by a
partnered international advertising agency, the Affiliate will be paid a cash commission
and be given shares in the acquired entity.
d) A time-limited option to purchase up to 49% of the ownership shares of the Dubai Office.
Strategic/Sponsoring Partners
The Dubai Office will establish formal and informal partnerships with influential investors,
noble families, ministers and other strategically placed individuals in the UAE and the within
the GCC. One such partner has already been introduced to Badkoobeh and additional,
prospective, partners have been identified. Relations with Strategic Partners will be managed
by the Affiliate.
The fundamental purpose of these partnerships is to facilitate the realization of Badkoobeh's
Mission. In particular, the Strategic Partners will leverage their reputation and network to
enable the Dubai Office to introduce and attract foreign advertising agencies and foreign
brands. The nature of the strategic partnerships will vary depending upon the contributions
and/or investments made by the partners to the Dubai Office and in furthering its objectives.

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Prospective contributions and consideration of Strategic Partners include:
a) Provision of legal, logistical and advisory assistance in establishing, registering and set-
up of Dubai Office. Performance of these tasks will entitle the partner to a premium
commission on successful introductions.
b) Strategic Partners will be paid a fixed commission by Badkoobeh for successful
introductions. The commission shall be based on the revenue and/or net income derived
by Badkoobeh as a result of the introduction, for a period not to exceed 2 years. In such
cases the Strategic Partner and Affiliate will share commissions based upon an agreed
formula.
c) Strategic Partners may be given the opportunity to buy an equity stake in the Dubai
Office based on their cash and in-kind contributions.
7. Agreement Duration and Termination
The final agreement will have conditions for termination for non-performance by any party.
Obligations to pay commissions shall survive the termination of the final agreement and shall
be performed pursuant to the terms defined in the final agreement.
8. Estimated Budget:
Dubai Office:
Based on most recent research and pricing in Dubai, the estimated costs of establishing and
operating the Dubai Office are as follows:
Annual Operating Cost USD 120,000 (rent, equipment, 1 senior staff, 1 assistant)*
Registration USD 10,000 to 30,000 (onshore or free zone)
Office Set-up USD 20,000 to 40,000 (depending size/quality)
Note: Additional senior staff, including possibly managing director of Dubai Office, will be
provided and paid by Badkoobeh home office.
Tehran Office:
The Tehran office may either operate as a separate entity or, for the sake of economy, be a
division within the Badkoobeh home office.

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9. General Timeline
• Negotiation, modification and agreement on all aspects of Plan (2 weeks)
• Creation of legally binding agreements (2-3 weeks)
• Establishment of Dubai Office (6-7 weeks)
o Registration, Approvals, Visa's (2-4 weeks)
o Acquire/Fit-Out Premises (4-6 weeks)
• Partnership Agreement with Foreign Advertising Agency (Milestone October 2015)
Note: Ramadan begins in June.