istisna'a & sale agreement private & confidential private

Istisna’a & Sale Agreement

Private & Confidential

Private & Confidential

[trans_date]

DURRAT KHALEEJ AL BAHRAIN COMPANY

(Seller)

And

[customer_name]

[joint_parties]

(Purchaser)

ISTISNA’A AND SALE AGREEMENT

for the sale of property at the Durrat Al Bahrain Project,

Kingdom of Bahrain

‐ 25 Durrat Al Bahrain Istisna’a and Sale Agreement (v1)

transID: [transID] Date: [trans_date] [island] ‐ [plot_no] ([housing_no])

Table of Contents Page

1 Interpretation 4

2 Durrat Khaleej Al Bahrain 6

3 Istisna'a and Sale of Property 7

4 Istisna'a and Sale Price 7

5 Possession and Risk 8

6 Transfer of Title 9

7 Seller’s General Covenants 11

8 Purchaser’s Acknowledgements and Undertakings

12

9 Resort Rules 14

10 Variations 15

11 Default 15

12 Force Majeure 16

13 General 16

14 Joint and Several Liability 17

15 Notices 17

16 Governing Law and Jurisdiction 17

17 Effective Date 18

18 Assignment 18

Schedule 1 - Plan and the Master Plan 21

Schedule 2 - Property 22

Schedule 3 - Drawing, containing the Property floor plan, specifications and schedule of finishes

23

Schedule 4 - Istisna'a and Sale Price and Payment Schedule

24

Schedule 5 - Land Transfer 25

Schedule 6 - Services 26



THIS AGREEMENT is made by and between:

(1) DURRAT KHALEEJ AL BAHRAIN COMPANY (CR # 45177), a company organised and existing under the laws of the Kingdom of Bahrain whose head office is at P O Box 11416, Manama, Kingdom of Bahrain (hereinafter referred to as the “Seller” which expression, where the context so admits, shall include its successors-in-title and permitted assigns); and

(2) Purchaser: [customer_name] [joint_parties] Nationality: [nationality] Passport No.: [passport_no] CPR No.: [CPR] Correspondence Address:

[mail_addr_line1] [mail_addr_line2] [mail_addr_line3]

Residential Address: [res_addr_line1], [res_addr_line2], [res_addr_line3]

Fax: [fax] Email Address: [email] (hereinafter referred to as "the Purchaser") Each is referred to "Party" and together as "Parties".



1 Interpretation

1.1 In this Agreement except where the context otherwise requires, the following words shall have the following meanings:

Bahrain: Means the Kingdom of Bahrain.

Agreement: Means this Agreement including the Schedules appended hereto.

The Agreement has been executed in conformity with the Islamic Shariah and the laws of the

Kingdom of Bahrain.

Translation: The English translation of this Agreement is for reference only and has no legal

effect. All obligations herein are specified in the Arabic version of the Agreement.

Seller: the developer of the resort or the party authorized by the owner to sell property. The Seller shall have the right to run the resort and may assign its rights hereunder to others.

Capital Replacement Fund Contribution (Long Term): Means the one off payment in the

amount of four thousand five hundred Bahraini Dinars (BD 4,500.000) payable by the

Purchaser to the Seller in connection with repair and maintenance of assets and replacement

of the plant, equipment, fixtures, conduits and services within the Development Common

Areas and such monies will be administered by the Seller or an agent authorized by the Seller

for administration of the Development (as appropriate) in the interest of the good and efficient

management of the Development as a whole.

Completion Date: As defined in Clause 6.4.

Defects Liability Period: Means the period of twelve (12) calendar months commencing on

the date of the Hand-Over Date Notice, as in Clause 8.3.2 hereof.

Design Guidelines: Means the overall planning and design scheme for the Property prepared

by the Seller to form the planning and design guidelines for the Development (including

landscaping and aesthetic regulations and requirements) subject to such amendments as the

Seller makes from time to time;

Development: Means the entire mixed commercial, retail, residential and leisure development

known as “Durrat Al Bahrain” within which the Phase is located, and which shall be developed

in accordance with the Master Plan (or any amendment thereof) which includes for the

avoidance of doubt the water body within the outermost boundaries of the Development and

any extensions or variations of the Development from time to time.

Development Common Areas: Means those parts of the Development that are under the

ownership of the Seller (or its successor entity) and as identified as such on the Master Plan

and which are designated from time to time by the Seller as not being intended for the

exclusive use of any Owner and that are under the management of the Seller or the Seller's



representative.

Drawing of Property: Means the drawings which include the horizontal and architectural

projections within the boundaries of the property bought by the Purchaser.

Drawings: Means the floor plans of the Property including the specification and schedule of

finishes of the Property, which is appended hereto at Schedule 3.

DRM: Means Durrat Resort Management WLL, a company incorporated under the laws of

Bahrain with Commercial Registration No. 66630-1.

Anticipated Hand-Over Date: Means 31st January 2016.

Hand-Over Date Notice: As defined in clause 5.6 and 8.8.

Hand-Over Date: Means the date upon which the Property is handed over to the Purchaser in

accordance with clause 5.

Istisna'a: Means the undertaking by the Seller to construct a residential unit upon the

Property according to the Drawing and to deliver the Property to the Purchaser in accordance

with the terms of this Agreement in consideration of the Purchaser's undertaking to pay the

Istisna'a and Sale Price.

Survey and Land Registration Bureau: Means the Survey and Land Registration Bureau of

Kingdom of Bahrain.

In-between Transfer of Property: Assignment or transfer by a Purchaser of its rights hereunder to a relative or others prior to notarization and registration of the Property with the Survey and Land Registration Bureau, subject to Clause 18 of this Agreement.

Land Transfer: Means the notarised transfer of legal title to the Property to be executed

pursuant to clause 6 and to be substantially in the form set out at Schedule 5.

Master Plan: Means the plan of the Development as amended by the Seller from time to time,

the current version of which is appended hereto at Schedule 1.

Phase: Means the phase within the Development known as Phase III, which includes the

Property, other properties and the Development Common Areas, as indicated on the Plan and

the Master Plan.

Plan: Means the Plan annexed to this Agreement as Schedule 1.

Property: Means the property more fully described in Schedule 2 appended hereto and

shown on the Plan for identification purposes only.

Istisna'a and Sale Price: Means the amount paid by the Purchaser for the Property, as set

out in Schedule 4.

Resort Rules: Means the body of rules and regulations the Seller or DRM (as agent for the



Seller) has made for the management, maintenance and regulation of the Development (and

as amended from time to time), the current version of which has been supplied to the

Purchaser prior to the date of this Agreement.

Services: Means such of the services set out in Schedule 6 as the Seller, DRM or their

respective representatives in their discretion provide and as may be changed from time to

time on notice by the Seller or DRM.

Service Charges: Means the annual fees payable by a Purchaser under Clause 8.7.1 hereof in return for the services set out in Schedule 6 hereto.

1.2 Use of the singular shall include the plural and vice versa and any one gender includes the other gender and any reference to persons includes natural persons, firms, partnerships, companies and corporations. Any term referring the masculine shall also include the feminine.

1.3 The clause headings are included for convenience only and shall not affect the interpretation of this Agreement.

1.4 All dates and periods shall be determined by reference to the Gregorian calendar.

1.5 The following Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement and any references to this Agreement includes the Schedules.

Schedules to this Agreement:

Schedule 1: The Plan and the Master Plan.

Schedule 2: Property

Schedule 3: Drawing, containing the Floor plan and the specification and schedule of finishes of the Property.

Schedule 4: Istisna'a and Sale Price and Payment Schedule.

Schedule 5: Land Transfer

Schedule 6: Services

1.6 If any provision in a definition in this Agreement is a substantive provision conferring rights for imposing obligations then, notwithstanding that it is only in the interpretation clause of this Agreement, effect shall be given to it as if it were a substantive provision in the body of this Agreement.

2 Durrat Khaleej Al Bahrain

2.1 The Purchaser acknowledges and understands that the Seller is the developer of the

Development in which the Phase shall be developed into a residential, commercial and leisure

complex, where certain facilities and amenities shall be shared.

2.2 The Purchaser undeniably, actually and legally acknowledges and understands that the

Development shall be developed in phases over time.

2.3 Additionally, the Purchaser undeniably, actually and legally acknowledges and understands as

follows:



2.3.1 The Seller is the owner of all parts of the project except the Property sold under this

Agreement.

2.3.2 The Seller shall have the full right and authority to run the Development or delegate to an appropriate representative, and

2.3.3 In order to ensure management of the Development in a manner that will essentially

preserve the overall characteristic of the Master Plan, the properties and other

facilities, as well the optimum and safe use of the Development, the Seller or its

authorized representative shall have the full right and authority to draw up

appropriate rules, guideline and regulations for the management of the Development

and to amend such rules, guidelines and regulations, where necessary, in the sole

description of the Seller or its authorized representative.

3 Istisna'a and Sale of the Property

3.1 The Seller agrees to Istisna'a and sell and the Purchaser agrees to purchase the Property on the terms and conditions contained in this Agreement.

3.2 The Purchaser agrees that the Property is sold on an Istisna'a basis, and it confirms and

acknowledges that:

3.2.1 It has read and understood this Agreement;

3.2.2 it agrees to observe, comply and implement the terms and conditions under this

Agreement.

3.3 The Purchaser agrees that the selection of the type of Property (villa) and the swimming pool is final and irrevocable. If no such selection is exercised at the time of signing this Agreement, the Seller shall determine the type of villa and swimming pool (E4) after the lapse of 14 days from signing this Agreement. The Purchaser shall accept such selection without objection thereafter.

3.4 The Purchaser acknowledges that if it desires at the time of signing this Agreement to have a lift installed in the provided location, the Seller will arrange for construction work only. The Purchaser shall notify of the Seller before signing this Agreement by signing the appropriate form and enclosing it to this Agreement.

4 Istisna'a and Sale Price

4.1 The Istisna'a and Sale Price of the Property shall be the amount set out and paid in accordance with Schedule 4, which amount shall be paid by the Purchaser to the Seller free of exchange and without any deduction or set off.

4.2 The Purchaser acknowledges and agrees to the instalments of the Istisna'a and Sale Price set out and payable in accordance with Schedule 4 are not tied or linked to the progress of the construction of the buildings upon the Property and are payable on their due date notwithstanding the progress of construction works.

4.3 Notwithstanding any other clause in this Agreement, the Purchaser acknowledges and agrees that the Property will be kept as security by the Seller against the Istisna'a and payment of the



Sale Price in accordance with Schedule 4.

5 Possession and Risk

5.1 On and from the date of this Agreement all risks associated with the land forming the Property shall pass to the Purchaser.

5.2 Notwithstanding clause 5.1, the Purchaser agrees that possession and occupation of the Property shall not occur until the Hand-Over Date and on and from the date of the Hand-Over Date Notice all risks and responsibilities associated with the buildings constructed upon the Property shall pass to the Purchaser.

5.3 The Seller agrees to permit the Purchaser access to the Property at reasonable times set by the Seller strictly for the purposes of inspecting the progress of the construction of the residential unit at the Property.

5.4 The Anticipated Hand-Over Date at present represents the date upon which it is presently

expected that the Property shall be ready for occupation. The Seller reserves the right to

extend the Anticipated Hand-Over Date by the periods below, and computation of such

periods will start from: [trans_date].

5.4.1 a period of up to eight (8) additional months;

5.4.2 the aggregate of the periods of extension commensurate with those properly allowed to the building contractor under the terms of the building contract; and,

5.4.3 such periods as may be reasonable in respect of other delays caused by force majeure events as detailed in clause 12.

Such extensions in the event of continuation or recurrence of force majeure are to run

consecutively for other periods as may be fair and reasonable in the prevailing circumstances

provided that the Seller shall advise the Purchaser of such extension at least three (3) months

before the Anticipated Hand-Over Date.

5.5 The Seller shall in any event give the Purchaser not less than thirty (30) days' notice in writing of the Hand-Over Date (the Hand-Over Date Notice) and the Hand-Over Date shall only be deemed to have been determined once such Hand-Over Date Notice has been given.

5.6 Within fourteen (14) days of the Hand-Over Date Notice, the Seller shall visit the property with the Purchaser to specifically ascertain the following:

5.6.1 All electricity connections are connected to the Property;

5.6.2 All water connections are done in the property.

5.6.3 The air-conditioning system is operating satisfactorily.

The Purchaser agrees that once the three items referred to above have been

inspected and certified by the Project's Consultant, the service charge will accrue.

The Purchaser shall also settle all other fees payable to the Government authorities.

5.7 The Seller shall ensure that all defects, shrinkages, snagging or other faults discovered upon inspection pursuant to clause 5-6 are remedied and made good to the Purchaser's reasonable



satisfaction within thirty (30) days of the date of such inspection. Both Parties acknowledge that such defects will not hinder usability of the property nor the settlement of fees payable whatsoever. .

5.8 If within fourteen (14) days from the date of notice:

5.8.1 The Purchaser fails to inspect the Property, the Property shall be deemed to have been

handed over properly and is in a useable condition. The service charge will accrue as well as

any other governmental services upon receiving a certificate from the Project's Consultant that

the three items referred to in 5.6 is useable.

5.8.2 If the Purchaser fails to immediately notify the Seller in writing of any defect, shrinkage, snag

or other fault discovered upon inspection pursuant to clause 5.6, the Seller shall not be

obliged to rectify such defects, shrinkage, snag or other fault thereafter.

5.9 Provided the Purchaser has fulfilled all of its obligations arising out of or in connection with this Agreement, from the Hand-Over Date the Purchaser shall be entitled to reside at the Property entirely.

5.10 The Seller shall be entitled to decline to hand over possession and occupation to the

Purchaser if the Purchaser has failed to make the payments referred to in clauses 4, 8, 11.1

and 11.2, or has failed to comply with any other of the provisions of this Agreement.

5.11

The Purchaser acknowledges that on the Hand-Over Date, the Development Common Areas,

other properties in Phase and the Development as a whole may be incomplete, and that

inconvenience may be suffered by the Purchaser as a result of the building activities which

shall be in progress. The Purchaser agrees that it shall have no right to resort to the Seller in

any form nor shall the Purchaser have any right against the Seller for such inconvenience>

However the Seller shall use all reasonable endeavours to keep such inconvenience to a

minimum.

5.12

Under Clauses 5.6, 5.7, 5.8 or any other clause herein, the Purchaser agrees to transfer the

electricity and water bill to the Purchaser's name herein mentioned. If the Purchaser fails, and

the Seller is unable, to do so, the Seller will not be responsible for possible disconnection of

electricity and water by the Electricity and Water Authority, nor shall the Seller be responsible

for any defects, shrinkage, snag or other faults as a result of such disconnection.

5.13 On or before the Hand-Over Date, the Purchaser shall comply with the Seller's handover requirements.

6 Transfer of Title

6.1 The Seller shall use its reasonable endeavours to procure as soon as practicable the

separation of the legal title to the Phase into separate titles for the Development Common

Areas and each of the properties within the Phase (Separation of Title).



6.2 The Purchaser acknowledges and agrees that the Seller is not liable for any delay in achieving Separation of Title for reasons attributed to any relevant Government authorities.

6.3 Upon Separation of Title taking place the Seller shall supply the Purchaser with a copy of the title deed for the Property.

6.4 Provided the Purchaser has fulfilled its obligations arising out of or in connection with this

Agreement, the Seller shall transfer title in respect of the Property to the Purchaser as soon

as practicable and in any event within three (3) months of the later of the Hand-Over Date or

Separation of title (the Completion Date).

6.5 On the Completion Date, the Seller and the Purchaser shall execute the Land Transfer in four

(4) duplicates before a Notary Public in Bahrain. The Purchaser agrees to include in the

document, apart from this Agreement, any clause stipulated by official authorities. The original

title deed and the land transfer document authenticated by the Notary Public shall be handed

over by the Purchaser to the Survey and Land Registration Bureau to transfer title to the

Purchaser provided that the Purchaser shall have paid the registration fees as per Clauses

6.6 and 6.9.

6.6 The Purchaser shall (at its own cost) procure registration of the Land Transfer in favour of the Purchaser with the Survey and Land Registration Bureau within sixty (60) days from notification to do so. The Seller will not be responsible for any delay in such registration. Further, the Purchaser will be charged five (5) Bahraini Dinars per month for delay in the transfer of title to the Purchaser's name with the government authority concerned.

6.7 Once title to the Property has been registered in the name of the Purchaser in the Survey and

Land Registration Bureau, the Purchaser may deal with its Property as set out in Clause 18.6.

6.8 The Purchaser shall accept transfer of title to the Property subject to:

6.8.1 such easements and restrictions benefiting or burdening the Property in terms of this

Agreement or as imposed by the Survey and Land Registration Bureau and any

competent authority in Bahrain; and

6.8.2 the Resort Rules.

6.9 The Purchaser shall pay all registration costs and incidental expenses, if any, to the registration of the Land Transfer to the Property in the name of the Purchaser at the Survey and Land Registration Bureau. The Purchaser agrees to hold the Seller free from any change to the registration fees by the Survey and Land Registration Bureau or any relevant official authority other than those prevailing at the time of the sale. The Seller will not be liable for any consequences as a result of delay in issuing the title deeds of the Property in connection with change to the fees referred to above or any other consequences.

6.10 No later than three (3) calendar months from the Hand-Over Date, the Purchaser shall collect

from the Seller a final “as-built” Drawing, together with any guarantees or warranties procured

by the Seller which relate to the construction of the Property. If the Purchaser fails to collect



the final “as-built” Drawing from the Seller, the Seller shall have no liability to the Purchaser in

respect of such "as-built" Drawings.

7 Seller’s General Covenants

7.1 The Seller ensures that the land of the property sold under this Agreement is not mortgaged to

any financial, governmental, non-governmental agency or to any corporate or natural person.

7.2 The Seller will be responsible for any obvious negligence in implementing works related to the

property.

7-3 The Seller shall construct the infrastructure, roads, pathways, lighting, waterways, landscaping and facilities within the Development substantially in accordance with the Master Plan.

7-4 The Seller shall ensure that the common areas and main and service roads leading to the

Property, seashores and waterways shall not be subject to any substantial change that may

restrict the reasonable utilisation of the property or accessibility thereto.

7.5 Without prejudice to its rights contained in Clause 5 hereof, the Seller undertakes that it shall take all reasonable steps necessary to procure that the Hand-Over Date shall be on, or as soon as possible after the Anticipated Hand-Over Date.

7.6 The Seller undertakes to cause the Property to be built substantially in accordance with the Drawing and in a proper and workmanlike manner in accordance with good building practice, with good and suitable materials, and in accordance with the requirements of all competent authorities in Bahrain. Where the materials provided for in the specifications are unavailable, the Seller may use alternative materials of equal standards.

7.7 The Seller shall use all reasonable endeavours to assign to the Purchaser the benefit of any warranties in respect of any fixtures or fittings installed as they are given by manufacturers, the contractor or suppliers, whose addresses shall be provided to the Purchaser by the Seller.

7.8 Subject to clause 5.8, the Seller shall, within a reasonable period of time from notification in writing by the Purchaser, rectify any defective works in the structure only which may occur during the warranty period referred to above. The Purchaser grants a licence to the Seller to carry out such works. Completion of such works will be within a period to be agreed with the Project's Contractor.

7.9 The Seller shall use its reasonable endeavours to coordinate with the Government authorities concerned the installation of all utilities to be installed by the Government of Bahrain or any relevant authority.

8 Purchaser’s Acknowledgements and Undertakings

8.1 Without prejudice to rights or Resort Rules, the Purchaser agrees that:

8.1.1 the Purchaser's ownership is limited to the purchased property only;

8.1.2 the Purchaser shall have no ownership, possession or exploitation rights over any

part of the Development Common Areas or any other part of the Development; and,



8.1.3 the Seller shall be free to dispose of and exploit the areas owned by the Seller other

than the purchased property under this Agreement in a manner that will not prejudice

the reasonable utilization of the Purchaser's property.

8.2 Once the Purchaser has signed this Agreement, the Purchaser shall undertake and pledge to

the Seller to pay all financial dues in full and may be relieved of this obligation only with the

sole discretion of the Seller. Once such approval is granted, the Purchaser will continue to be

bound by the remaining relevant clauses.

8.3 The Purchaser agrees that:

8.3.1 the Purchaser has recognized and inspected the land forming the Property and

accepts it in its present condition.

8.3.2 All guarantees by contractors and consultants, which are related to construction and

design of the property will be assigned to the Purchaser as per Clause 7.8, and that

such guarantees are not given by the Seller, except for Clause 7.2.

8.4 The Purchaser agrees that the Seller will not be responsible for the delay or provision of

utilities the installation of which is by the Government of Bahrain or any relevant authority.

8.5

The Purchaser shall be responsible for, and pay for water, electricity and other charges levied by the Government of Bahrain or any other relevant authority, as well as any charges levied on the Property by local or municipal authorities.

8.6 The Purchaser shall be liable for the Service Charge as per Clause 8.7 and for contributing to from the Hand-Over towards the common expenses for the maintenance, management, administration and control of the Development Common Areas.

8.7 Service Charge:

8.7.1 The amount of the Service Charge will be determined by the Seller or its authorized

representative. The Service Charge payable at the Development is calculated on the

basis of five Bahraini Dinar and five hundred Fils (BD 5.500) per annum per square

metre of the built up area of the Property. Such amount is set out in Schedule 3 at a

total of BD 2,992.000 per annum for the entire proposed build-up area. The amount

of the Service Charge is subject to revision annually by at the Seller or its authorized

Development manager to ensure that such charges are commensurable with service

charges prevailing in the market, if required.

8.7.2 The Purchaser shall pay to the Seller a deposit (Deposit) in an amount equal to six

(6) months of the Service Charge calculated in accordance with clause 8.7.1 and the

Deposit shall be held in accordance with the terms of the Resort Rules and the

Capital Replacement Fund Contribution (long-term).

8.8 The Purchaser shall be responsible for the provisions in Clauses 8.5, 8.6 and 8.7, and shall

pay such charges after the fourteen (14) days referred to in Clause 5.6 and upon finalization



of Clauses 5.6.1, 5.6.2 and 5.6.3.

8.9 The Purchaser agrees and undertakes to use the Property for private residential purposes

only and shall comply in all respects with the provisions of all laws, decrees and regulations

now or from time to time in force in relation to the Property or anything done in the Property.

8.10 Without prejudice to the Resort Rules and subject to clause 8.11, the Purchaser agrees that it

shall not (either vertically or horizontally) alter, extend or expand any buildings or part thereof

constructed on the Property and shall not build, construct or erect any buildings on the

Premises, including but not limited to: any entrance gate - mechanical or otherwise – balcony,

garage or terrace. The Purchaser also agrees and acknowledges that it will not carry out any

work which may alter the general feature of the Development, including property external

repainting. The Purchaser further agrees and acknowledges that it will not make any additions

or remove works that may change the general feature of the Common Areas adjacent to the

property, including landscaping, lighting poles, pavements, etc.

8.11 Without prejudice to the other clauses herein, the Seller agrees that the Purchaser may carry

out the construction of external shading, landscaping or the construction of a floating jetty

subject to the Resort Rules. The Purchaser agrees no additional construction works will be

permitted and that the purchase of the Property in the designed agreed in the Agreement is

final and not subject to change.

8.12 In the event of any failure to comply with the obligations set forth in Clauses 8.10 and 8.11,

and without prejudice to any other rights and powers conferred herein, the Seller or its

authorized Development manager shall have the right to require the removal or restoration, as

the case may be, of any unauthorized works done, and the Seller will be paid on demand the

costs of such action, (including fees payable to lawyers and surveyors). The Purchaser shall

immediately remove such violations and restore the situation at its own expenses. The

purchaser will also be responsible for all administrative and other charges in connection with

such violations as may be specified from time to time by the Seller or by its authorized

Development manager.

8.13 The Purchaser acknowledges and agrees that the rock revetment and sundeck provided by

the Seller are the sole property of the Seller and may not be assigned to the Purchaser at any

time. The Purchaser also agrees to pay an amount of one Bahraini Dinar (BD1.000) per

annum to the Seller for such area. The Purchaser also acknowledges that the Seller may

inspect this area for technical reasons related to ensuring protection of site against seawater

whenever required. Any work to be done thereon must be proceeded by notice to the

Purchaser explaining the date of inspection or work. The Purchaser shall comply with the

rules governing this area.

8.14 The Purchaser acknowledges and agrees that the sundeck, the reinforced and non-reinforced



rock revetment or other steps provided by the Seller and adjacent to, adjoining or

neighbouring the Property, as set out in Schedule 3, do not form part of the Property and

under no circumstance may they be changed in terms of position or shape. The Purchaser

agrees that the Seller may remove any violation to the rules governing this area upon giving

notice.

8.15 Without prejudice to Clauses 8.10, 8.11, 8.12 and 8.14, the Purchaser acknowledges and

agrees that the utilities supplied to the Property shall be sufficient for the use of the Property in

accordance with the Drawing and specifications, and that any amendment, modification or

alteration to the Property that shall require the supply or draw of additional utilities to the

Property shall need to be approved in writing in advance by the Seller, or its authorized

Development manager, and by all relevant governmental or regulatory bodies.

9 Resort Rules

9.1 The Purchaser acknowledges that every property in the Development is sold subject to the

Resort Rules enacted by the Seller or by its authorized Development manager, which rules

are updated from time to time to keep abreast of circumstances and requirements. The rules

are accessible on www.durrat-drm.com.

9.2 The Purchaser shall comply with the Resort Rules from the Hand-Over Date.

9.3 The Parties the Title Deed of the property will contain that the Property is subject to the Resort

Rules or similar expressions. The Parties acknowledge that this matter will have no effect on

the transfer of ownership of the Property to others whether by means of sale, grant,

inheritance, etc.

9.4 The Purchaser acknowledges and agrees that the Resort Rules are binding upon every

property and that any person or entity to which the property is assigned by means of sale,

grant, inheritance, or any other form of property transfer to others, whether by the Purchaser

or by its successors, shall comply with the Resort Rules and pay the service charges. The

Purchaser also agrees that the property title will be transferred to others only after the

payment of the service charges or other financial outstanding on the property to the Seller or

to its authorized Development manager.

9.5 The provisions of this Agreement shall apply to all persons to whom the property is assigned

by means of sale, grant, inheritance, or any other form of property transfer to others, whether

such assignment is made directly by the Purchaser or by those to whom the property was

assigned.

9.6 Notwithstanding Clause 9.5, the Purchaser shall give the assignees access to all provisions of

this Agreement.



10 Variations

10.1 The Seller may not substitute any materials for the construction of the Property for other materials of non- equivalent standard, as set out in Schedule 3.

10.2 With respect to the Development Master Plan, the Seller may from time to time make such variations, or add or alter islands or other spaces to the Development as may in the circumstances be necessary, at the absolute discretion of the Seller or its authorized Development manager and in a way that will not disable the Purchaser from utilizing the property in a reasonable manner. Thus, whilst the Development and Phase Plans have been prepared and are as accurate as possible, the Purchaser acknowledges that these Plans are not yet final and adjustments, additions, alterations or variations to the final measurements may need to be made.

10.3 Subject to Clause 10.1, the Seller may not make any substantial changes that will have effect

on the purchased property and the utilization thereof without providing convening technical or

aesthetic justification to the Purchaser. However, the Seller may make technical changes

which will improve specifications, as well as certain unsubstantial alterations. The Seller may

make alterations which it feels appropriate to the external façade of the property.

11 Default

11.1 The punctual payment of instalments is the essence of this Agreement and without prejudice to any other rights or remedies the Seller may have, if the Purchaser fails to pay to the Seller any payments within thirty (30) calendar days after the due date as set out in Schedule 4, or if the Purchaser is in default of any obligation herein, the Purchaser acknowledges and agrees that the Seller shall, in its absolute discretion, be entitled to terminate this Agreement and Clauses 11.4 to 11.6 shall apply after giving 30-day prior notice in writing to the Purchaser to remedy the situation.

11.2 Notwithstanding Clause 11.1, any delays in payments made by the Purchaser shall entitle the Seller to an extension to the Anticipated Hand-Over Date proportionate to the period of delay in making payments.

11.3 Subject to Clauses 5.1 and 12, if the Purchaser has fulfilled all of its obligations arising out of and in connection with this Agreement, and the Seller is unable to hand over the property as agreed under Clause 5.4, the Seller shall pay to the Purchaser the sum of BD 500 for each complete calendar month from the thirty-first month subject to a maximum payment of BD 3,000.

11.4 In the event that the Seller terminates this Agreement for reasons of non-compliance by the

Purchaser in accordance with clause 11.1, the Seller may re-sell otherwise dispose of the

Property held as security in accordance with clause 4.3 to another purchaser at a fair market

price for the Property at that time (the “Re-Sale Price”), and without further notice being

provided to the Purchaser. The Seller will not be responsible for selling the Property as the

sale of the Property is a right of the Seller but not an obligation.

11.5 The Purchaser acknowledges and agrees that the Seller shall have the right to receive or collect all charges resulted from the default set out in Clause 11.4, and that if the Re-Sale Price is greater than the Istisna'a and Sale Price, then the Seller may directly deduct its



administrative and other charges and notify the former Purchaser accordingly. However, if the Seller is unable to sell the property or has sold the property at market price but the sales price obtained is less than the amount covering the Seller's costs associated with such default, then the Seller may claim the amount from the former Purchaser through notice in writing, and the former Purchaser shall agree to pay such costs within thirty (30) days.

11.6 With reference to Clause 11.5, the Seller may not object for the Purchaser to have a joint right

with the Seller to welling the property. Where possible, and the Seller may not such joint right

without convincing justification.

12 Force Majeure

The Seller shall not be liable for any failure or delay to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of war, terrorism, flood, strike, earthquake, accidents, riots, and decisions of the Government of Bahrain, provided the Seller gives to the Purchaser a written notice within thirty (30) days indicating the beginning of such circumstances. The Anticipated Hand-Over Date shall be extended for a period that will enable the Seller and the contractor to agree on a suitable period required by the contractor to hand over the property, regard being made to Clause 5.4.3.

13 General

13.1 The obligations of the Parties herein shall continue after the Hand-Over Date insofar as they

remain to be performed and observed.

13.2 No variation of this Agreement shall be valid unless it is in writing and signed by each of the Parties or their authorised representatives.

13.3 No concession or other indulgence granted by the Seller to the Purchaser whether in respect

of time for payment or otherwise in regard to the terms and conditions of this Agreement shall

be deemed to be a waiver of its rights in terms of this Agreement.

13.4 Each of the Parties shall immediately upon being requested to do so, sign/execute all such documents in connection with the transfer of title and generally as are necessary to give effect to this Agreement.

13.5 This Agreement and its Schedules only, constitutes the entire agreement between the Parties relating to the subject matter of this Agreement. The Parties acknowledge that any previous verbal or written communications or agreements are invalid. The Purchaser acknowledges that it has not entered into this Agreement in reliance on any promotional offer, agreement, advertisement or other material issued by the Seller or the Seller’s agents, or in reliance on any statements, warranties, representations, either written, oral or implied made to the Purchaser by either of them. This Agreements supersedes any other provisions.

13.6 The Buyer shall officially notify the Seller about any change to the contact addresses, numbers, etc., provided for on Page 3 hereof. Failing to do so, the Seller will not be liable.

14 Joint and Several Liability

If the Purchaser in terms of this Agreement is represented by one or more persons, the liability



of each shall be joint and several.

15 Notices

15.1 Any notice given under this Agreement shall be in writing and shall be served by delivering it

personally or sending it by courier or fax to the address or fax number as set out at the start of

this Agreement, or by any other method of notification recognized by the laws of the Kingdom

of Bahrain.

15.2 Notwithstanding clause 15.1, the Seller may serve any notice in writing on the Purchaser in

accordance with this Agreement by electronic mail to the address as set out at the start of this

Agreement.

15.3 Any such notice shall be deemed to have been received:

15.3.1 If delivered personally, at the time of delivery;

15.3.2 In the case of courier, on the date of delivery as evidenced by the records of the courier; or,

15.3.3 In the case of a fax or electronic mail, at the time of transmission.

16 Governing Law and Jurisdiction

16.1 This Agreement and the rights of the Parties hereunder shall be governed by the laws of Bahrain and the Parties agree that any legal action or proceeding with respect to this Agreement shall be subject to the exclusive jurisdiction of the courts of Bahrain, provided, however, that is in compliance with the Islamic Shariah.

16.2 Both parties hereby agree that payment of interest/usury (Riba) is inconsistent with the Islamic Shariah. Where a Bahraini court has ordered the payment of interest/usury (Riba) or any amount of interest or usurious nature whether by law or under an agreement, both parties hereby irrevocably and unconditionally relinquish and reject the receipt of such payment under this clause.

17 Effective Date

This Agreement shall be effective and binding upon the Parties from the date first above appearing. This Agreement shall survive the Hand-Over Date.

18 Assignment

18.1 Subject to clauses 18.2, 18.3 and 9.4, prior to transfer of title pursuant to Clause 6 hereof, the

Purchaser shall not at any time market and/or offer for sale or for assignment, sell, assign or

dispose of the Property or any part thereof or otherwise transfer this Agreement or any of the

Purchaser’s rights or obligations hereunder to any third party (a Potential Buyer) before the

date that the Purchaser has paid at least fifty percent (50%) of the Istisna'a and Sale Price to

the Seller without the prior written consent of the Seller, which may be granted in its sole

discretion upon such terms and conditions as the Seller deems fit. In any event, no such sale,



assignment, disposition or transfer of the Property or any part thereof shall be of any legal

effect until the Potential Buyer has entered into a new agreement with the Seller incorporating

the same terms hereunder (including with respect to any portion of the Istisna'a and Sale

Price then remaining outstanding).

18.2 In connection with any sale, assignment, disposition or transfer referred to in clause 18.1:

18.2.1 The Seller reserves the right to require the Purchaser and its assignee to enter into a sale transfer agreement with the Seller (in the form provided by the Seller), whereby the Potential Buyer or First Relative Potential Buyer (as appropriate) shall covenant directly with the Seller to pay all outstanding sums due to the Seller and comply with all of the terms, conditions and obligations under this Agreement, in such form as the Seller may require (acting reasonably),

18.2.2 The Purchaser shall indemnify and hold the Seller harmless against all claims, proceedings, costs, damages, expenses, and losses in respect of any claim made by third parties in connection with the Purchaser’s sale, assignment, disposition or transfer or purported sale, assignment, disposition or transfer as is referred to Clause 18 hereof.

18.3 Subject to Clause 18.3 and 9.4, the Purchaser may at any time sell, assign or dispose of the Property or any part thereof or otherwise transfer this Agreement or any of the Purchaser’s rights or obligations hereunder to any First Relative Potential Buyer provided that no such sale, assignment, disposition or transfer of the Property or any part thereof shall be of any legal effect until the First Relative Potential Buyer has entered into a new agreement with the Seller incorporating the same terms hereunder (including with respect to any portion of the Istisna'a and Sale Price then remaining outstanding).

18.4 Following the issue of the Hand-over Date Notice, the Purchaser shall not at any time sell or dispose of the Property or any part thereof, nor shall the Purchaser transfer this Agreement or any of the Purchaser’s rights or obligations hereunder to any third party until the Hand-Over Date has occurred.

18.5 The Seller shall be entitled to charge the Purchaser an amount of Two Hundred and Fifty Bahraini Dinars (BD 250) to represent its reasonable administration costs associated with any assignment or transfer of this Agreement at any time.

18.6 Once title to the Property has passed to the Purchaser pursuant to Clause 6, the Purchaser may exercise all the rights of a property owner, including the right to mortgage its Property or to sell, transfer or grant a lease of his Property to third parties provided that the Purchaser complies with the terms and conditions of the Resort Rules in this regard.

18.7 Failure to implement the conditions in Clause 18, render any purported assignment(s) or transfer(s) invalid and the Purchaser shall not be released from any of its obligations under this Agreement.



IN WITNESS whereof this Agreement has been entered into the day and year first above written.

DURRAT KHALEEJ AL BAHRAIN COMPANY

……………………………………………………………

SIGNED for and on behalf of

The Purchaser

[customer_name]

[joint_parties]

……………………………………………………………



Schedule (1)

Plan and the Master Plan



Schedule (2)

Property

Property (Number/Details): [island]

Property (Address):

Plot No.: [plot_no]

Housing No.: [housing_no]

Road: [road_no]

Block: [block_no]



Schedule (3)

Drawing, containing the Property floor plan, specifications and schedule of finishes

Villa Type: [villa_type]

Pool: [pool]

Amendments to the plot allocation and details regarding the construction of the Property may be

made at the discretion of the Seller or pursuant to any order or direction received from any

Government authority without any alteration to the Istisna'a and Sale Price.



Schedule (4)

Istisna'a and Sale Price and Payment Schedule

Istisna'a and Sale Price

The Istisna'a and Sale Price of the Property is [total_price] BD.

Subject to Clauses 4.2, 4.3, 11.1, 11.2, 11.4, 11.5, 12, and other relevant clauses, the Purchaser shall

pay on the date of signing this Agreement an amount of one hundred twenty thousand Bahraini

Dinars (BD120,000.000) as down payment towards the Istisna'a and Sale Price. The Purchaser shall

also pay the balance by four equal post-dated cheques to be given to the Seller on the date of signing

this Agreement. Such amount covers the payments due in respect of the Property, which are payable

on the dates set out in the Schedule hereunder:

Amount Date No.

[payments.1.amount]

[paymentList.amount]

[payments.1.item_date]

[paymentList.item_date]

1

[paymentList.payment_no]



Schedule (5)

Land Transfer



Schedule (6)

Services

The below service / tasks are covered under the Durrat Resort Management service charge:

Bridge maintenance.

Resort insurance (common area).

Road & pavement maintenance.

Durrat site security services.

Maintenance the overall theme of Durrat al Bahrain.

Landscaping of public area.

Site cleaning and beach grooming.

Site waste management.

Pest control at common areas.

Maintenance of water storage tank and pumps at common areas.

Maintenance of Mosque.

Maintenance of Street common area lighting and bills payments.

Maintenance of sewage collection and forwarding.

Maintenance of central sewage treatment.

Durrat site security fire hydrants.

Maintenance of Central irrigation systems & water and payment of related bills.

Maintenance of traffic and community signs.

Maintenance of Sports pitches.

Maintenance of children playgrounds.

Liaison with government agencies.

And other.

istisna'a & sale agreement private & confidential private

Documents