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Master Community Declaration

1 Purchaser(s) Initials: P.O.Box 60811, Dubai, United Arab Emirates T: 800-ZAHIA (92442)

MASTER COMMUNITY

DECLARATION

OF

AL ZAHIA

MASTER COMMUNITY

SHARJAH

Declared on the 24th day of

September, 2013

,



1. PRELIMINARY

1.1 PREAMBLE

Whereas the Master Developer is developing the land shown on the Master Plan into a real estate Master Community for residential, retail, commercial and leisure purposes and such Master Community is subject to a Title Ownership and Management Scheme briefly described as follows:

(a) The Master Community comprises (1) Plots; and (2) Common Use Facilities;

(b) Currently, the Plots comprise Single Owned Plots for residential use;

(c) The Master Developer may create or add Multi Owned Plots to the Master Community and/or permit the conversion of Single Owned Plots into Multi Owned Plots and/or allow for other uses within the Master Community, pursuant to the terms of this Declaration;

(d) The Common Use Facilities of the Master Community are owned by the Master Developer and is responsible for their operation subject to the provisions contained in this Declaration.

Now, therefore, by this Declaration, the Master Developer imposes upon itself and all Owners and Owners Associations a mutually beneficial scheme for the management, administration, maintenance and control of the Master Community.

1.2 GENERAL PURPOSE OF THIS DECLARATION

The Master Developer is committed to ensuring that appropriate mechanisms are put into place to ensure that the high standards of maintenance and use of the Master Community are preserved for the mutual benefit of all current and future Owners and Owners Associations. Therefore, as owner of the Common Use Facilities, the Master Developer hereby agrees to undertake the following obligations for the overall benefit, orderly development, management and preservation of the Master Community and its constituent parts:



(a) To provide for the proper and mutually beneficial management, administration and control of all aspects of common interest to each Owner and Owners Association, including Common Use Facilities.

(b) To establish a general fund for the day-to-day expenditures of the Common Use Facilities and for the proper performance of the Master Developer’s responsibilities hereunder.

(c) To establish a reserve fund for the long-term protection of the capital improvements or non-recurrent expenditures of the Common Use Facilities and for the proper performance of the Master Developer’s responsibilities hereunder.

(d) To determine and collect Master Community Fee for the purposes of the said funds from Owners and Owners Associations. .

(e) To enforce Owners’ and Owners Associations’ obligations in terms of this Declaration, and any Rules and Regulations created in terms hereof.

(f) To maintain and insure all Common Use Facilities according to the standards envisaged by the Master Developer, and where necessary, to repair and replace such Common Use Facilities.

(g) In general:

(i) To ensure the maintenance and promotion of harmony in the physical and social environment of the Master Community.

(ii) To promote and encourage Owners and Owners Associations to maintain at all times the external appearances of their Plots in a clean and tidy condition and to maintain high standards in this regard so as to ensure that the appearance of their Plots are both aesthetically pleasing and desirable when viewed from the outside and further to take steps to enforce the maintenance of such standards were



deemed necessary in the opinion of the Master Developer.

(iii) To protect and promote the interests of the Owners and Owners Associations, as far as the Master Community is concerned.

(h) To administer the issuance of the Declaration of Adherence and Clearance Certificate referred to in Clause 4.4 herein.

(i) To administer the use of the Common Use Facilities.

(j) To create suitable Rules and Regulations for the management of the Master Community, including such rules of conduct as the Master Developer may deem necessary.

(k) To provide any additional services and facilities that the Master Developer is able to provide and the Owners and Owners Associations are willing to receive for an additional fee.

And the Master Developer shall have the power to perform such acts as are necessary and reasonably required to accomplish the fulfillment of the foregoing obligations including, but not restricted to, powers specifically contained in this Declaration.

1.3 BINDING INTENT

This Declaration shall be binding upon the Master Developer and all Owners, Unit Owners and Owners Associations and shall inure for the benefit of such parties from time to time. Every Plot and Unit is sold, owned, occupied and used subject to the terms of this Declaration and this Declaration shall be registered as a restriction against the title of all Plots and Units maintained by the Department. Even if this is not possible, every Owner, Unit Owner and Owners Association agrees, declares and undertakes for the benefit of the Master Developer and all other Owners, Unit Owners and Owners Associations that this Declaration has the form of a restriction on the Plots and Units and is equally binding in relation to each.



1.4 DEFINITIONS

In this Declaration and unless inconsistent with the context, the following words and expressions shall have the meanings hereby assigned to them:

Alienate means to alienate any Plot or Unit, and includes alienation by way of sale, transfer, exchange, grant, deed, succession, assignment, court order, insolvency or liquidation, and “alienation” shall have a corresponding meaning.

Applicable Law means Federal Law No. 5 of 1985 in respect of Civil Transactions for the United Arab Emirates; Sharjah Law No 4 of 1980 Regulating the Ownership of Buildings Comprising Multi-Storey or Flats (as amended) and any other laws applicable.

Built Up Area means the built up area of a Plot calculated in accordance with the Master Developer’s method of calculation of built up areas or such other method of calculation as may be required pursuant to the Applicable Laws.

Clearance Certificate means a no objection certificate or other approval issued by the Master Developer confirming that all monies due to the Master Developer by an Owner or Unit Owner have been paid and the Owner or Unit Owner has complied with all of his obligations under this Declaration and the Rules and Regulations.

Common Areas means those parts of a Multi Owned Plot set aside for the use of all Unit Owners in that Plot or for management purposes pursuant to the Applicable Laws

Common Use Facilities mean including but not limited to all open areas, services, facilities, roads, pavements, gardens, utility and administrative buildings or areas, installations, improvements, and other common assets of the Master Community (identified by the Master Developer from time to time) that are intended for use by all Owners, Unit Owners or Owners Associations and that do not form part of the title of any Plot but are the residuary lands and buildings owned by the Master Developer and under operation, maintenance, management, administration and



control of the Master Developer for the benefit of all Owners, Unit Owners or Owners Associations.

Declaration means this document with the Schedules thereto as may be amended by the Master Developer from time to time.

Financial Year means the accounting period starting on the first day of January of every year and ending on the 31st of December of every year on which basis the Master Community Fee will be calculated.

Improvements mean any external alterations, additions or decorations in respect of a Plot or Unit proposed to be made by any Owner, Unit Owner or Owners Association.

Department means Sharjah Real Estate Registration Department.

Local Authority means the local authority having jurisdiction over the Master Community.

Managing Agent means any person or body appointed by the Master Developer as an agent, independent contractor, or as an employee, to undertake any of the functions of the Master Developer.

Master Community means the entire master community known as Al Zahia developed or to be developed on the land comprising Parcel ID No. 1868 and situated in the Emirate of Sharjah, which is to be divided into Plots and Common Use Facilities generally and in accordance with the Master Plan or any amendment thereof and includes all and any extensions of the Master Community from time to time.

Master Community Fee means the amount payable by Owner, Owners Association or Unit Owner as a contribution to the costs of the installation, management, operation and maintenance of the Master Community referred to in Clause 3.

Master Developer means SHJ. HOLDING.CO J.S.C, a company duly incorporated and registered in Sharjah, United Arab Emirates or its nominees, assigns, successors or successors-in-title, being the



master developer of the Master Community.

Master Plan means the general plan of the master community as approved by the competent authorities and any amendments thereto by the Master Developer from time to time which is attached herein in Schedule A.

Multi Owned Plot means a Plot which has been divided into Units and Common Areas.

Occupier means any person occupying or visiting a Plot or Unit including such Owner’s, Owners Association’s or Unit Owner’s lessees, tenants, visitors, servants, agents, employees, guests or family members.

Owner means the holder of a title to a Single Owned Plot (including an Owner whose title registration is pending) and his heirs, successors-in-title and assigns and including the Master Developer in such capacity. For the purposes of payment of the Master Community Fee, an Owner shall be deemed to include all persons who are registered as Purchasers in the records of the Master Developer.

Owners Association means an association of Unit Owners comprising a Multi Owned Plot formed in accordance with the Applicable Laws.

Participation Quota means the percentage share of the total annual Master Community Fee budget allocated to and payable by an Owner or Owners Association in accordance with Clause 3.

Plot means plot as indicated on the Master Plan, which may be a Single Owned Plot or Multi Owned Plot.

Rules and Regulations mean such rules and regulations as the Master Developer may make from time to time pursuant to Clause 2.2 (e).

Single Owned Plots means a Plot (including where buildings are constructed on it) that is registered as a single title and not divided into Units and Common Areas.



Special Master Community Fee means the additional Master Community Fee which may be charged against an Owner, Owners Association or Unit Owner in the event that such Owner, Owners Association or Unit Owner elects to opt for additional services within the Master Community that may be provided by the Master Developer from time to time.

Title Ownership and Management Scheme means the Title ownership and management scheme for the Master Community as more particularly described in Clause 1.1 hereof.

Unit means (such as an apartment) being part of a Multi Owned Plot.

Unit Owner means an owner of Unit in a Multi Owned Plot.

1.5 INTERPRETATION

(a) The clause headings are for convenience and shall be disregarded in construing this Declaration.

(b) Unless the context clearly indicates a contrary intention:

(i) the singular shall include the plural and vice versa; and

(ii) a reference to any one gender shall include the other genders; and

(iii) a reference to natural persons includes legal persons and vice versa.

(c) Words and expressions defined in any sub-clause shall, for the purpose of the clause to which that sub-clause forms part and in subsequent clauses, unless inconsistent with the context, bear the meaning assigned to such words and expressions in such sub-clause.

(d) When any number of days is prescribed in this Declaration, the same shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a Friday or proclaimed public sector holiday in the United



Arab Emirates, in which event the last day shall be the next succeeding day which is not a Friday or public holiday.

(e) If any provision of this Declaration is in conflict or inconsistent with any Applicable Law, the invalidity of any such provision shall not affect the validity of the remainder of the provisions of this Declaration.

(f) If any provision in a definition in this Declaration is a substantive provision conferring rights or imposing obligations on any Owner, Owners Association or Unit Owner then, notwithstanding that it is only in the definition clause of this Declaration, effect shall be given to it as if it were a substantive provision in the body of this Declaration.

(g) All dates and periods shall be determined by reference to the Gregorian calendar.

(h) The preliminary and following schedules to this Declaration are deemed to be incorporated in and form part of this Declaration:

:

Schedules:

Schedule A: Master Plan

Schedule B: Declaration of Adherence

Schedule C: Rules and Regulations

2. DUTIES & OBLIGATIONS OF THE MASTER DEVELOPER

2.1 MANAGEMENT FUNCTION

The Master Developer shall undertake the following duties to ensure the preservation of the Common Use Facilities:

(a) Maintain, repair, improve, manage and insure the Common Use Facilities in the best interests of the Master Community and its constituent parts. In particular, but without prejudice to the generality of the foregoing,



the Master Developer shall:

(i) repair, redecorate, maintain and where necessary renew and improve, clean, landscape, garden and light the Common Use Facilities;

(ii) pay for all water, electricity, telephone, gas, refuse collection and insurance charges for the Common Use Facilities or any part thereof and all other charges in connection with any other services provided to or incurred in connection with the Common Use Facilities or any part thereof;

(iii) pay for any rates, charges, duties, taxes, assessments or outgoings of whatsoever nature imposed upon the Common Use Facilities or any part thereof;

(iv) employ such guards, establish, maintain and repair such comprehensive security systems, maintain such control centers for the protection of persons and property within the Common Use Facilities or any part thereof and install, operate and maintain such communication systems as the Master Developer shall think fit;

(v) employ such administrative, professional and managerial staff and other labor, and retain the services of such lawyers, accountants, architects and other professional personnel in connection with the management and maintenance of the Common Use Facilities and for the performance of the Master Developer’s obligations hereunder;

(vi) procure contracts and agreements in respect of the Common Use Facilities for electricity, gas, fuel, water, telephone, cleaning, security, garbage disposal, landscaping, vermin extermination, grounds maintenance and other services or such of them as the Master Developer may deem necessary or desirable;

(vii) make provision for such reasonable



reserves for future or deferred repair, maintenance, replacements or improvements of the Common Use Facilities or any part thereof as the Master Developer shall think fit;

(viii) provide all such items of equipment, such services and facilities, and such machinery and stock-in-trade as the Master Developer shall from time to time think fit to provide for the benefit of the Owners or Owners Association or which are appropriate for the protection of the value and quality of the Common Use Facilities or any part thereof;

(ix) insure the Common Use Facilities or parts thereof against such risks and for such sum as the Master Developer shall think fit.

2.2 ADMINISTRATIVE FUNCTION

The Master Developer shall in general take all actions necessary to control, manage and administer the Master Community for the benefit of all Owners and Owners Associations. In particular, but without prejudice to the generality of the foregoing, the Master Developer shall:

(a) Take such action as may be necessary to enforce payment of monies due to it, including Master Community Fee, or compliance of obligations owed to it in whatsoever capacity by the Owners, Owners Association or Unit Owner.

(b) ensure that the Title Ownership and Management Scheme is adopted and imposed upon all parts of the Master Community;

(c) To establish fair Participation Quotas for each Owner or Owners Association, having regard to the Built Up Area of each Plot, as a percentage of the total Built Up Areas in the Master Community as assessed by the Master Developer and having regard to the extent to which each Plot draws on the resources of the Master Community;

(d) Administer the collection of Master



Community Fee, Deposit and any other fees payable to Master Developer as provided in Clause 3;

(e) make such Rules and Regulations not inconsistent with this Declaration, including without limitation:

(i) for the furtherance and promotion of any of the purposes of this Declaration;

(ii) as to what constitutes appropriate use of any part of the Common Use Facilities or Plots or restrictions of use thereof;

(iii) as to the resolution of disputes;

(iv) as to the levy and collection of Master Community Fee contributions;

(v) the approval procedures and construction rules and guidelines for any works to be conducted in the Master Community;

(vi) the conversion of Single Owned Plots to Multi Owned Plots;

(vii) in other such Rules and Regulations as the Master Developer considers necessary for the better management of the Common Use Facilities and the administration and governance of the Master Community generally;

Provided that the Master Developer shall be entitled to repeal, amend or create new Rules and Regulations in accordance with this Clause 2.2 (e) and as otherwise set out in this Declaration. Any such Rules and Regulations shall be binding on Owners, Owners Association or Unit Owner from the date of service.

2.3 MANAGING AGENT

The Master Developer shall have the power from time to time to appoint in terms of a written contract, a Managing Agent to control, manage, maintain and administer the Master Community and Common Use Facilities or any aspect thereof and exercise such powers and duties as may have



been entrusted to the Managing Agent, including the power to collect Master Community Fees.

3. BUDGET AND MASTER COMMUNITY FEE

3.1 THE BUDGET AND DETERMINATION OF MASTER COMMUNITY FEE

(a) The Master Developer shall, prior to the end of each financial year, prepare a budget of income and expenditure for the next financial year in respect of the Common Use Facilities and otherwise in performing its obligations hereunder together with all administrative and other expenses relating thereto for which the Master Developer is responsible, and any amount proposed to be held in reserve in respect of future maintenance, repairs or capital expenditure.

Provision should be made for at least the following:

(i) expenses in respect of security

(ii) maintenance expenses

(iii) insurance premiums

(iv) landscaping expenses

(v) pest control expenses

(vi) costs incurred in administering and enforcing Master Community Rules and Regulations.

(vii) costs incurred for legal, accounting, and other professional fees and expenses and charges in respect of services.

(viii) statutory rates, taxes and charges

(ix) administrative and professional expenses

(x) management fees

(xi) provision for future maintenance and repairs or capital expenditure

(b) In compiling the budget as required in Clause 3.1 (a):

(i) Expenses related to the entire Master Community, for which the Master Developer is responsible, shall be taken into account.

(ii) The Master Developer shall be



responsible for such expenses as apportioned to it in terms of the agreement referred to in Clause 5.1.

(iii) The balance of the expenses shall be allocated to Owners and Owners Associations according to their respective Participation Quotas as determined by the Master Developer in accordance with Clause 2.2 (c).

(iv) Any property dedicated to and used by the Local Authority or public utility company shall be excluded from the budget calculation.

(v) Liability for payment of the above Master Community Fee to the Master Developer shall vest in the individual respective Owners, Unit Owners or Owners Associations, provided that the Owners Association shall apportion its own expenses to Unit Owners according to its constitutional documents.

(vi) The authority and function to collect Master Community Fee from Owners, Owners Association or Unit Owner may be delegated by the Master Developer to the Managing Agent or vice versa.

(vii) The Master Developer reserves the right to claim and/or pass on any and all additional costs and charges incurred by the Master Developer levied by any authority or government related entity or private entity at the direction of any relevant authority in respect of any infrastructure, built-assets and/or facilities imposed on the Master Community by any authority that were not contemplated and/or accounted for and/or payable by the Master Developer at the earlier time of conceiving and planning the Master Community, provided that such new levies are related to the common areas.



3.2 COLLECTION OF MASTER COMMUNITY FEE

(a) Immediately upon finalizing a budget for any Financial Year, the Master Developer shall allocate the total amount of the approved budget to individual Owners and Owners Associations, according to the proportions mentioned in 3.1 (b) (iii), and upon the posting of a notice in this regard to an Owner or Owners Association, such contributions shall become due and payable by such Owner or Owners Association to the Master Developer in quarterly installments in advance on the first day of each quarter.

(b) As soon as possible after each Financial Year, but within 6 months and prior to the annual Master Community forum, the Master Developer shall prepare and provide to each Owner or Owners Association a summary of the annual financial statements of the Master Community which is audited by an independent firm of auditors.

(c) In the event that an Owner’s or Owners Association’s share of the expenses for any Financial Year:

(i) exceeds the amount paid by the Owner or Owners Association as a Master Community Fee for that period, that Owner or Owners Association shall pay the deficit to the Master developer on demand; or

(ii) is less than the amount paid by the Owner or Owners Association as a Master Community Fee for that period, the Master Developer may credit the surplus to the Owner or Owners Association against the following Financial Year Master Community Fee, or the Master Developer may retain the surplus in the General Fund. The retained surplus must not exceed 10% of the annual budgeted expenses.

%

(d) If the Master Developer fails for whatever reason to include in any Financial Year a sum expended or liability incurred during that year regarding the Master Community Fee and services, the Master Developer may



include the sum or the amount of the liability in an account for any subsequent Financial Year.

(e) Each Owner, Unit Owner or Owners Association, by taking transfer of title to a Plot or Unit, is deemed to covenant and agree to pay the Master Community Fee in accordance with this Declaration.

(f) No Owner, Owners Association or Unit Owner shall enjoy the privileges of usage of the Common Use Facilities unless he shall have paid all Master Community Fee or other sum (if any), which may be due and payable to the Master Developer in terms of this Declaration.

(g) Upon completion of the construction on a Plot (as certified by the Project Manager) or the purchase of a complete Plot in the Master Community, the Owner or Owners Association shall become liable for payment of full Master Community Fee in respect of the unpaid portion of Master Community Fee for that quarter of the financial year.

(h) In case of contingency, the Master Developer may from time to time, when necessary, make Special Master Community Fee levies upon the Owners, Unit Owners and Owners Associations in respect of any unforeseen expenses which have not been included in the budget referred to in Clause 3.1 and such Master Community Fee levies may be made payable in one sum or in such installments as the Master Developer may determine in its own discretion.

(i) If an Owner, Unit Owner or Owners Association fails to pay its Master Community Fee in full to the Master Developer on the due date, the Master Developer may place a charge on the Owner’s, Unit Owner or Owners Association title and enforce payment of the Master Community Fee as a secured debt or otherwise institute an action for the recovery thereof in any competent court in the Emirate of Sharjah.



(j) Owners, Unit Owners or Owners Association shall ensure that they do not purchase any Plot or Unit in the Master Community in respect of which a clearance certificate has not been duly issued by the Master Developer failing which such new owner shall become jointly responsible with the old Owner, Unit Owner or Owners Association in respect of the payment of any outstanding Master Community Fee in relation to the Plot or Unit to the Master Developer.

(k) Where any Single Owned Plot or Unit is owned in the joint names of more than one person, all the registered Owners or Unit Owners of that Single Owned Plot or Unit shall be jointly and severally liable for the due performance of any obligation to the Master Developer.

(l) Owners, Unit Owners or Owners Association shall be liable for all legal costs, including lawyers’ fees, collection commission, expenses and other charges incurred by the Master Developer in obtaining the recovery of Master Community Fee arrears or any other arrear amounts due to it, or enforcing compliance with this Declaration or any schedule thereto.

(m) The Master Developer shall be entitled to charge a penalty for late payment on any arrear amounts at such a rate as the Master Developer may from time to time determine. Penalties calculated at the determined rate are recoverable from the date on which the amount is due and payable to the date of payment.

3.3 SECURITY DEPOSIT

Upon transfer of ownership of a Single Owned Plot to an Owner, that Owner shall lodge with the Master Developer a security deposit (“Deposit”) in an amount as determined by the Master Developer from time to time as security for the Owner’s obligations to pay Master Community Fee pursuant to this Declaration and any penalty as per Clause 3.2 (m). The Deposit will be held by the Master Developer as a continuing covering security and the Master Developer may apply the Deposit in whole or in part either towards payment



obligations pursuant to this Declaration. If the whole or any portion of the Deposit is so applied, the Master Developer shall notify the Owner in writing and the Owner shall immediately reinstate the Deposit to the original amount. The Owner shall not be entitled to set off any Master Community Fee or other amount payable by the Owner against the Deposit. The Deposit, or balance thereof, shall be returned to the Owner upon his lawful disposition of the Single Owned Plot.

4. OWNERS’ RIGHTS AND OBLIGATIONS

4.1 GENERAL

(a) Every Owner, Unit Owner and Owners Association is obliged to comply with:

(i) The provisions of this Declaration, its Schedules, and all Rules and Regulations passed by the Master Developer pursuant to it;

(ii) Any agreement concluded by the Master Developer insofar as such agreement may directly or indirectly impose obligations on an Owner, Unit Owner or Owners Association;

(iii) Any directive given by the Master Developer in enforcing the provisions of this Declaration.

(b) The Master Developer and every Owner, Unit Owner or Owners Association collectively shall to the best of their ability, further the objects and interests of the wider Master Community.

(c) Every Owner, Unit Owner or Owners Association (where applicable) will be required to enter into agreement(s) with the Master Developer or its affiliate companies or its Managing Agent as the case may be for the exclusive utilization of the infrastructure and services for the provision of information technology applications and telecommunications connections.

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(d) Each Owner, Unit Owner or Owners Association shall cause to be maintained any



associated grounds surrounding its Plot which is owned by it under the relevant Sale and Purchase Agreement and shall continue to landscape any such associated grounds in accordance with the guidelines of the Master Developer which may be communicated from time to time to the Owner, Unit Owner or Owners Association, in order to maintain the visual unity and to safeguard the integrity of the Master Community.

4.2 EASEMENTS

Every Owner, Unit Owner or Owners Association shall have the right and non-exclusive easement of use, access and enjoyment in and to the Common Use Facilities, subject to his due observance and performance of the provisions of the Declaration (including payment provisions) and any Rules and Regulations made pursuant to it. In particular, but without prejudice to the generality of the foregoing, the following rights are granted:

(a) Full right and liberty for Owners, Unit Owners or Owners Associations and Occupiers and all persons authorized by them at all times by day or by night to go, pass and re-pass over and along the roads and pavements of the Master Community and to use the gardens and other open areas of the Master Community for their intended purpose; and

(b) Free and uninterrupted passage and running of water, soil, electricity and other power and media transmissions serving a Plot which now are or may at any time in the future be on, over or under the Master Community.

4.3 RESERVED RIGHTS

Each Owner, Owners Association or Unit Owner, expressly reserves to the Master Developer and others claiming through the Master Developer:

(a) The right to lay cables, pipes and other infrastructure through any Plot or Unit;



(b) the right to undisturbed passage of any utility services through any infrastructure within any Plot or Unit;

(c) where applicable mutual rights of support and shelter.

(d) the right to create or remove easements or create covenants whether in relation to Plots, Units or Common Use Facilities in furtherance of the rights and powers set out in the Master Community Declaration and the Applicable Laws or for the benefit of the Master Community generally;

provided Master Developer and those authorized by the Master Developer, in exercising its rights set out in this Clause 4.3 may enter onto any Plot or Unit having first given notice reasonable in the circumstances (except in the case of emergency when no notice is required) with workmen and equipment for the purpose of inspecting, repairing, cleaning, maintaining, replacing or installing any infrastructure or any other easement of support or shelter provided by the Master Developer (or those authorized by the Master Developer) shall in doing so cause as little disruption as is practicable and reinstate any areas damaged in so far as the Master Developer is obliged to do so.

4.4 ALIENATION

(a) Every Owner, Unit Owner or Owners Association upon Alienation of his Plot or Unit shall make known to his successor the contents of this Declaration and bind him as if he were a contracting party by requiring him to sign a Declaration of Adherence substantially in the form attached hereto marked Schedule B.

(b) Owners and Unit Owners shall not be entitled to alienate a Plot or Unit or any part thereof or any interest therein without delivering the Declaration of Adherence to the Master Developer and obtaining a clearance certificate from the Master Developer to the effect that the provisions of this Declaration, including provisions relating to the payment of Master Community Fee, have been complied with.



Until compliance with the aforesaid formalities by the relevant Owner or Unit Owner he will continue to be jointly and severally liable with his successor for the due performance of this Declaration even though his ownership in any Plot has been transferred to another person.

(c) The authority and function to issue clearance certificate may be delegated by the Master Developer to the Managing Agent.

(d) In the event an Owner or Unit Owner is a legal entity:

(i) The Owner or Unit Owner shall submit a copy of its Annual Return/Certificate of Renewal yearly within four weeks from date of submission to/issue by the relevant authorities; and

(ii) any change in the majority shareholding of the legal entity shall be deemed to be an Alienation of the Plot or Unit and the Owner or Unit Owner, prior to such change of shareholding, shall be required to deliver a notice, duly signed by all the Directors, to the Master Developer informing him of the anticipated change of shareholding and to obtain a clearance certificate.

4.5 ADDRESS FOR SERVICE

(a) The address at which all documents and notices may be delivered to an Owner, Unit Owner or Owners Association shall be the address of the relevant Plot or Unit or any other address communicated by the Owner, Unit Owner or Owners Association and accepted by the Master Developer.

(b) The Master Developer shall be competent to give any notice to an Owner, Unit Owner or Owners Association by tele-fax or email

where the Owner, Unit Owner or Owners Association has advised the Master Developer in writing of his tele-fax number or email address.



(c) An Owner, Unit Owner or Owners Association may by notice in writing to the Master Developer alter his address for service provided such new address shall be within the United Arab Emirates and shall not be effective until fourteen (14) days after receipt of such notification.

(d) Notice shall be deemed to have been properly served on the date of disposal thereof to the Owner’s, Unit Owner’s or Owners Association’s address or elected tele-fax number or email.

5. RELATIONSHIP WITH MASTER DEVELOPER

5.1 GENERAL

(a) The Master Developer shall be obliged to pay the following Master Community Fee:

(i) The percentage of the Master Community Fee attributable to those Plots that have not yet been developed and/or sold by the Master Developer; and

(ii) The percentage of the Master Community Fee attributable to those Plots that the Master Developer shall continue to own as an owner.

(b) The full and proper performance of the Master Developer’s obligations hereunder is conditional upon the prompt and full payment of Master Community Fee due to it by the Owners, Unit Owners and Owners Associations. The Master Developer reserves the right to withdraw or to vary the services that it performs hereunder from time to time to ensure as far as is reasonably possible that the expenses incurred in the provision of services by the Master Developer do not exceed the Master Community Fee actually collected by the Master Developer.

(c) The Master Developer shall not be liable for any error of judgment or for any mistake of fact or law or for anything which it may do or



refrain from doing hereunder, except to the extent of the Master Developer’s own willful misconduct, gross negligence or breach of or default under this Declaration and the Owners, Unit Owners and Owners Associations agree to indemnify and save the Master Developer harmless from and against all claims, damages and costs incurred in connection with its duties hereunder, except to the extent of the Master Developer’s willful misconduct, gross negligence or breach of or default under this Declaration.

(d) The Master Developer shall be entitled to amend this Declaration where such right is reserved to the Master Developer pursuant to this Declaration or the Applicable Laws, or where the Master Developer considers any such amendment is in the best interest of the Master Community.

5.2 MASTER COMMUNITY FORUM

(a) It is the intention of the Master Developer that there shall be an ongoing flow of information between the Master Developer and the Owners, Unit Owners and Owners Associations in the Master Community to promote good co-operation and a pleasant working relationship to the mutual benefit of the Master Community.

(b) A Master Community forum (“Master Community Forum”) may (at the Master Developer’s discretion) take place once annually and shall be called by not less than twenty one (21) days written notice by the Master Developer to the Owners, Unit Owners or Owners Associations.

(c) In case an Owner has an outstanding amount due in respect of the Master Community Fee (or any other fees or charges) or is otherwise in breach of his obligations under this Declaration whilst the Owner will be permitted to participate in the Master Community Forum, however, it will not be permissible for him to use the Common Areas and Common Use Facilities during the period when the Owner continues to remain in default.



(d) In case of Multi Owned Property, up to a maximum of three (3) representatives from each Owners Association may attend the Master Community Forum, however, in case voting is required on a decision, only one (1) representative from each Owners Association can vote.

(e) The Master Community Forum shall be managed and administered in accordance with the Rules and Regulations that are set out by the Master Developer from time to time.

(f) Any decisions or discussions in the Master Community Forum shall be recommendations only and shall not fetter in any way the discretion of the Master Developer under this Declaration.

5.3 DEVELOPMENT ACTIVITIES, MARKETING AND REVENUES

The Master Developer shall enjoy unrestricted rights with regard to the development and marketing of the Master Community and, in particular the Master Developer shall be entitled to (without limitation):

(a) erect signage within the Master Community and shall be solely entitled to all revenues derived from such signage and advertising;

(b) perform all activities normally associated with development and building operations;

(c) monitor, approve and manage any public events in the Master Community and Common Use Facilities including management of advertisement and signage, provided expenses incurred or revenue gained as a result of any event held by the Master Developer will be borne by the Master Developer and the Master Developer will be solely responsible;



(d) hold public events in the Common Use Facilities without informing the Owners, Unit Owners or Owners Associations;

(e) conduct such other commercial activities upon the Common Use Facilities as the Master Developer considers appropriate, provided such commercial activities are in keeping with the Master Community generally and do not materially detract from the use and enjoyment of Owners, Unit Owners or Owners Associations and their legitimate Occupiers.

5.4 ALIENATION OF COMMON USE FACILITIES

(a) The Master Developer shall be entitled to sell, transfer, exchange, grant or assign its ownership in the Common Use Facilities at any time without the need for the consent of any Owner, Unit Owner or Owners Association provided that any third-party acquiring an ownership interest in the Common Use Facilities shall be fully bound by the provisions of this Declaration in the place of the Master Developer.

(b) The Master Developer shall be entitled to vary the Common Use Facilities by removing adding areas or facilities at any time and without the need for the consent of any Owner, Unit Owner or Owners Association and upon any such addition of new Common Use Facilities the terms of this Master Community Declaration will apply to the same.

6. GOVERNING LAW & JURISDICTION

This Declaration shall be governed by the Laws of the United Arab Emirates and the Laws of Sharjah (including without limitation the Applicable Laws) and any legal action or proceeding with respect to this Declaration shall be subject to the non-exclusive jurisdiction of the Courts of Sharjah, United Arab Emirates.



DECLARED by the Master Developer on this 42TH day of September, 2013

,

Acting by its

Master Developer’s authorized signatory Mr. Elias Jamil Adas Head of Project Management Majid Al Futtaim Properties LLC

Signature:________________Date:_______________

Ms. Neelima Chaudhuri Director- Legal GCC Legal Majid Al Futtaim Properties L.L.C

Signature:________________Date:_______________



Schedule A MASTER PLAN



Schedule B

DECLARATION OF ADHERENCE

THIS DECLARATION is made Fifth of May, 2014 by Shahim M Wajeeh Ibrahim AL Dabbagh proposed new owner of Plot/Unit number ALZAHIA1-1868-39, P.O.BOX 38316, Sharjah.

ALZAHIA1-1868-39

-.38316

WHEREAS:

I/We propose to take title to the [Plot/Unit No] in Al Zahia, located in Sharjah, U.A.E.

I/We have read and understood the Master Community Declaration (“Declaration”) and agree to be bound by its terms.

NOW,

I/We hereby agree that the expressions defined in the Declaration shall (unless the context otherwise requires) have the same meaning when used in this Declaration of Adherence.

I/We hereby undertake to and covenant with the Master Developer and all other Owners to comply with the provisions of and to perform all the obligations in the Declaration in respect of the Plot/Unit and the ownership thereof so far as they shall become due to be observed and performed on or after the date hereof.

I/We hereby undertake with the Master Developer that upon becoming an Owner, I/We will lodge a security deposit with the Master Developer in terms of Clause 3.3 of the Declaration.

Name: Shahim M Wajeeh Ibrahim AL Dabbagh. .

Signature: ________________Date:______________



Schedule C

RULES AND REGULATIONS

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