Hotel Staff Accommodation Vertex Towers

2014

Investments House

9/21/2014

Offer : AED 93 Million (30% Stake)

DISCLAIMER

THIS INFORMATION MEMORANDUM DOES NOT NECESSARILY CONTAIN ALL THE INFORMATION THAT A

PROSPECTIVE INVESTOR MAY NEED TO CONSIDER IN ITS INDIVIDUAL CIRCUMSTANCES ABOUT THIS

PROPOSAL. ACCORDINGLY, EACH PROSPECTIVE INVESTOR SHOULD REVIEW THE INFORMATION IN THE

INFORMATION MEMORANDUM TO DETERMINE WHETHER IT REQUIRES FURTHER INFORMATION. THE

PROSPECTIVE INVESTOR SHOULD REQUEST FURTHER INFORMATION FROM INVESTMENTS HOUSE OR AL

MULLA GROUP.

INVESTMENTS HOUSE, AL MULLA GROUP AND THEIR RESPECTIVE AFFIALITES AND ADVISORS GIVE NO

WARRANTY ABOUT THE ASSUMPTIONS, FINANCIAL DATA, AND FINANCIAL PROJECTIONS CONTAINED IN THE

INFORMATION MEMORANDUM.

THIS DOCUMENT MAY NOT BE DISTRIBUTED EXCEPT TO SUCH PERSONS AS ARE PERMITTED UNDER THE

OFFERS OF SECURITIES REGULATIONS ISSUED BY THE CAPITAL MARKET AUTHORITY.

THE CAPITAL MARKET AUTHORITY DOES NOT MAKE ANY REPRESENTATION AS TO THE ACCURACY OR

COMPLETENESS OF THIS DOCUMENT, AND EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR ANY LOSS

ARISING FROM, OR INCURRED IN RELIANCE UPON, ANY PART OF THIS DOCUMENT. PROSPECTIVE

PURCHASERS OF THE SECURITIES OFFERED HEREBY SHOULD CONDUCT THEIR OWN DUE DILIGENCE ON THE

ACCURACY OF THE INFORMATION REGARDING THE SECURITIES. IF YOU DO NOT UNDERSTAND THE

CONTENTS OF THIS DOCUMENT YOU SHOULD CONSULT AN AUTHORISED FINANCIAL ADVISOR.

Investments House

Investments House is a leading investment management organization in the MENA region. Located in Dubai,

United Arab Emirates, the commercial hub of the Middle East, Investments House offers and manages

investment vehicles for individuals, institutional investors, partners and international clients.

With our proven track record and expertise, Investments House has generated over AED 2.4 billion since

December 2006. Only a select few investment management organizations have matched our success. Today,

Investments House is recognized as a premier developer and leader in the field of venture capitalism based

on our outstanding growth and performance. We credit our success to consistently following our core values

of integrity, honesty, transparency, superior customer service and dedicated commitment by our staff. We

demand and demonstrate the highest code of conduct by the board of directors and our associates.

Our mission is to lead in the investment management industry and to build strong broad and on-going

relationships and strategic alliances with our investors and partners.

Our Objective is to build strong corporate identity, diversify portfolios, form strategic alliances and establish

enduring relationships with our investors and partners.

Al Mulla Group

Al Mulla group is one of the leading companies in the Emirates, being at the

forefront of every market, Al Mulla Group specializes in construction, education,

food and beverage and hospitality. To expand each of our industries, and provide

consistent growth, we use innovative planning and cost strategies. We strive to be the best when dealing

with our clients, by providing professional and quality services at all times.

As a group we form six companies:

Modern Executive Systems Contracting LLC (MESC)

Al Reem Real Estate

Al Mulla Group Investment

Al Mulla General Trading

New World Private School

Al Mulla Food & Beverages

Al Mulla Group is involved in:

Construction

Real Estate

Trade

Investment

Education

Food & Beverage

Al Mulla Group is a family business best known for its construction company MESC, and has been

established in the UAE for generations. With experienced knowledge of all industries we participate in,

we aim to serve all communities, taking prime leadership in all our business activities.

Bawabat Al Hosn Investment

Almulla and investments house will form an Special Purposed Vehicle (SPV) called Bawabat Al Hosn

Investment.

Bawabat Al Hosn Investment will enter into agreements with the tenant, contractor and plot owner

Interested parties will be investing into the newly formed SPV and hence diluting the shares of al mulla group

and Investments House

Dubai – a Favourable Market:

In less than 40 years, Dubai has transformed itself from a local trading community into one of the most

inspirational, exciting and successful cities in the world. Its progress continues to make global headlines and it

is now an immensely attractive destination for tourists and businesses alike.

With a diverse, multicultural population, Dubai offers its residents and businesses a unique environment,

enriched with hundreds of cultures and a quality of life and work unrivalled in the Middle East. It is a bustling

metropolis with a combination of Emirati heritage, Arabic vitality, Western spontaneity and Asian ambition.

With an indigenous population of just 170,000, the number of Dubai expatriate residents now stands at 2

million, thanks to its lifestyle appeal and investment incentives. The tax-free policies and penalty-free

repatriation of earnings have enormous benefits on both a personal and business level, with outstanding

opportunities for private savings and professional profits.

As thousands of new businesses are discovering each year, Dubai is the perfect gateway between East and

West and the preferred hub for the region’s imports and exports market – one of the most lucrative in the

world. Dubai’s strategic location gives easy access to 2.2 billion consumers, from a unique centralized time

zone that combines East and West business hours.

Dubai continues to be a destination for foreign investors and regional institutions to operate from It is

strategically located in the centre of a large young population and has proven over the years to be one of the

largest growing economic regions in the world-supported by its ability to attract talent and business into the

region; notwithstanding the debt fall-out constraint.

With its key geographic location and infrastructure, Dubai is seen as the fastest link to rapidly developing

markets across the Middle East, Africa, particularly North Africa and South Asia.

Given its financial services infrastructure and corporate regulation framework, Dubai has been able

to position itself as the financial centre for the Middle East and North Africa emulating the Singapore

model.

Government spending is expected to support growth in the face of weaker external demand

Dubai was able to recover from a credit and real estate crisis. Between the end of 2011 and into the

first half of 2012 growth in activities across trade, tourism, logistics and services suggest a favourable

economic outlook for the emirate. Furthermore, industry players have renewed their faith in the real

estate sector whereby prices have now plateau and are expected to increase in the near future and

the appetite for investments and construction is now increasing again with several development

projects announced.

Dubai's gross domestic product is expected to reach USD 107.1 billion, posting a growth rate of 6.1% in 2014

and exceeding Dubai government's estimates of 5%, according to Citibank.

Latest available data from Dubai Statistics Department pegged the emirate's economy at nearly USD 45

billion in the first half of 2013. Dubai's economy has been on a tear over the past 12 month with a slew of

data pointing to a new surge in construction activity and a rapid increase in overseas demand for the

emirate's travel, logistics and tourism industries.

Experts believe that Dubai’s future outlook over the next five years will witness robust and steady

growth rates. Between the end of 2010 and into 2011, Dubai proved its ability to rise back and regain

momentum.

Dubai Market Summary

The Dubai real estate market maintained its positive performance in Q2 2014. Although the residential sector

saw prices and rents increase across most areas, there are signs that the rate of growth is slowing down with

Q2 seeing a marked slowdown in the volume of residential sales, particularly in respect of existing villas.

While the retail and hotel sectors continue to experience growth, recovery in the office sector remains

patchy, constrained by the large level of supply and high vacancy rates, that are placing pressure on overall

rental values.

Dubai Residential Market

With the residential sector witnessing continued demand from investors, the market has witnessed a number

of new project launches and announcements. Contracts have been awarded for around USD 5.4 billion of

residential projects over the first half of 2014, while other new projects remain at the announcement or

launch stage with no construction work yet occurring. A common theme across many of these projects is an

emphasis on sustainability and energy saving features, in line with the recent decision of the Dubai

Government to extend its green building codes and regulations to all new real estate projects.

Dubai Sales

Similar to the first quarter, Q2 2014 witnessed marginal growth; with sales prices up 6% and 3% for

selected apartment and villa developments respectively, as the market continued to absorb the rapid

growth witnessed in 2013.

A two-tier market became even more apparent as buyers who were priced out of the more popular and

established areas such as Downtown Dubai, Dubai Marina and Palm Jumeirah focused on other areas,

such as Jumeirah Village, Dubai Sports City and Dubai Silicon Oasis where prices remained low in

comparison. These areas witnessed stronger growth rates of approximately 10% in Q2 2014.

Interestingly, established affordable locations such as Discovery Gardens and International City, where

price increases were the strongest over the last 12 months, saw only 4% and 3% growth respectively in

Q2 2014. Any further growth in these communities will position them outside the affordable range, and

consequently lead to a reduction in buyer interest.

At the same time, less budget sensitive buyers in the premium market are still drawn to established

locations. However, many sellers having raised their prices following the Expo 2020 announcement and

have no intention of reducing their asking prices until buyers matches their expectations. This has led to a

reduction in transaction levels, especially for higher priced properties within established communities.

We expect further stabilization in Q3 due to the traditional slowdown of transactions witnessed during

summer and Ramadan.

However, Asteco anticipates the post summer months together with Cityscape are likely to see several

new project announcements that will test demand in the market, giving buyers new opportunities to

invest.

Recent new launches include projects by Dubai Properties Group such as Manazel Al Khor in Culture

Village; Rahat Villas at Mudon; and 200 new units at Remraam.

Damac also launched several projects, including NAIA Hotel and Hotel Apartments, 34 premium Fendi

Villas at Akoya Drive, and two hotel apartments at Jumeirah Village, The Vantage and The Constella.

Emaar continued its string of new launches with Opera Grand, the first residential development in the

Opera District at Downtown Dubai.

Finally, Danube launched its first project in the UAE called Dreamz, which consist of 171 townhouses with

3 and 4 bedroom configurations located at Al Furjan.

Dubai Residential Leasing

Similar to the sales market, leasing activity remained relatively stable in Q2 2014, with modest growth

from 0% to 10% witnessed across Dubai.

Most transactions came from newcomers to the city, rather than internal relocations. Indeed, with rents

increasing steadily since 2013, tenants have elected to remain where they are, and paying the rent

increase, as indicated by the RERA rental index, rather than moving as this leads to additional costs such

as moving costs, agent’s commission, etc.

Jumeirah Beach Residences witnessed the highest growth of 10% in Q2 as new stock was handed over in

Al Bateen Residences, the first tower in Dubai Marina with a direct beach access.

Villa rental rates grew by 5%, on average, in Q2 with the popular Jumeirah location witnessing the highest

growth of 12%.

Jumeirah Village witnessed an 11% increase in rental rates in Q2 due to the villas being amongst the most

affordable in Dubai. A 3-bedroom townhouse would typically achieve rates from AED 155,000 to AED

185,000 per annum.

On the leasing front, the REIDIN Rent Index went up by 17% Y-o-Y and 6% Q-o-Q. Apartments outperformed

villas once again. The apartment rental index improved by 18% Y-o-Y but remains 14% lower than its record

value of Q3-2008 while the villa rental index has reached its highest value since the creation of the index in

January 2009 and has progressed by 13% Y-o-Y.

Secondary locations have continued to recover and have outperformed some of the primary locations during

Q4. As such, rental values have increased the most on a yearly basis in areas as such as Sports City,

International City and JLT while the percentage growth was lower in prime locations such as Dubai Marina or

the Palm Jumeirah.

The Dubai residential market ended the year 2013 with an increase in both rental values and sale prices

across almost all areas. Success in securing Expo 2020 has further boosted sentiment that is causing rents and

prices to increase at unsustainable levels.

Jones Lang LaSalle (JLL) expects that while rents and prices will continue to increase during 2014, the rate of

growth will decline from the levels witnessed during 2013.

Investment Opportunity

Tourism and Hotel Supply

Dubai’s tourism sector continued to contribute positively to the economy with strong records of tourists

arrivals into Dubai, following an increase of 17% in restaurants and hotels in 2011. This resulted in an

improvement in occupancy rates up to 77% in Q12012 compared to 74% during the same period in 2011 as

reported by JLL. The years ahead are expected to continue the growing trend of tourism in Dubai. The fourth

quarter of 2012 witnessed a number of major openings, bringing nearly 1,600 additional internationally

branded rooms into the market. As a result, approximately 60,300 hotel rooms are in Dubai hospitality

supply in 2013.

With this being said, the number of employees appointed by the hotels are also ever so increasing. With the

number of hotel rooms supply more than doubling by the end of 2020, the head count of employees working

in these hotels are expected to do the same.

Vertex Towers

The name, Vertex Towers, was inspired from geometry; a vertex (plural vertices) is a special kind of point that

describes the corners or intersections of geometric shapes. Hence the design of the buildings is going to

exemplify the edges and corners of the towers.

The Vertex Towers complex contains four residential Towers accommodating over 1000 hotel staff. The two

towers, which rise to 60 m (197 ft) in height is located in International Media Production Zone (IMPZ) along

the Sheikh Mohammad bin Zayed Road.

The Vertex Towers will accommodate the rising hotel staff in the Dubai Hotel industry. The towers will consist

of studio, one bedroom and two bedroom apartments. The Towers are set in over 55,740m² of recreational

activities including swimming pool, gym, sauna, Jacuzzi and public seating areas. The towers would also

accommodate a parking space for up to 800 cars.

Location (Proposed)

International Media Production Zone (IMPZ)

The International Media Production Zone (IMPZ) is a free zone and freehold area that caters to media

production companies. Spreading over an area of 43,000,000 square feet (4,000,000 m2), it is located

in Dubai, United Arab Emirates near Jumeirah Village South. The Dubai government has plans to convert this

area into the next generation of Dubai Media City.

International Media Production Zone (IMPZ), part of Tecom’s Media Cluster, is designed to accommodate

companies in the publishing, printing and packaging industry value chain. IMPZ is a 43 million square feet site,

covering commercial, light-industrial, residential and retail facilities. Sony, Xerox and DAMAC are just a few

examples of the companies operating in IMPZ today.

The building is situated in the growth corridor of Dubai near the intersection of Al Khail Road and Sheikh

Mohammad Bin Zayed Road. Being connected to two of Dubai’s major highways.

Vertex Towers

Project Summary

Proposed Location International Media Production Zone

Plot No. -

Proposed Plot Area - m2 9242.99

Proposed Plot Area - sq,ft 99490.62

Floors/ Max. Height G+16

Construction built up area - sq.ft

596944

Allowed F.A.R - sq.ft 513371.84

Provided F.A.R - sq.ft 500000

No.of Floor Area per Floor - sq.ft Total Area - Sq.ft

Rentable Area per Floor 16 27500 440000

Completion Date January 1, 2017

Type No.of Apartments

Studio bedroom 448 nos.

1 bedroom 256 nos.

2 bedroom 64 nos.

Total Apartments 768 nos.

Car Parking (sq.ft) 200,000

Total Parkings Provided 800

Proposed Building Layout

Cash Flow Projection:

For the purpose of choice, we have created three scenarios to help make a sound investment decision.

Scenario 1 - We construct all the 4 buildings on 4 blocks and get returns as rentals

Scenario 2 - We construct all the 4 buildings and sell off 2 in the first year and get rentals from the other 2

Scenario 3 - We construct all the 4 buildings and sell all 4 in the first year

000,000 AED Year 0 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11

Total Usable Area (F.A.R) 500000 500000 500000 500000 500000 500000 500000 500000 500000 500000 500000

Occupancy % 90% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

Studio Rent (448 Rooms) [@45k] 20 21 22 23 24 24 25 26 27 27 28

1 Bedroom Rent (256 Rooms) [@65k] 17 17 18 19 20 21 22 23 25 26 27

2 Bedroom Rent (64 Rooms) [@80k] 7 8 8 8 9 9 10 10 11 11 12

Rev per average room (per month) 57292 60156 63164 65743 68434 71242 74172 77229 80419 83749 87225

Total Rooms 768 768 768 768 768 768 768 768 768 768 768

Total Revenues 0 39.60 46.20 48.51 50.49 52.56 54.71 56.96 59.31 61.76 64.32 66.99

Operating Cost (per sq.ft)Maintainence 1.12 1.18 1.23 1.30 1.36 1.43 1.50 1.58 1.65 1.74 1.82

Staff Salaries 0.50 0.53 0.55 0.58 0.61 0.64 0.67 0.70 0.74 0.78 0.81

Other 0.12 0.13 0.13 0.14 0.15 0.15 0.16 0.17 0.18 0.19 0.20

Subtotal Operating Cost 1.74 1.83 1.92 2.01 2.11 2.22 2.33 2.45 2.57 2.70 2.83

Deductions

Admin & General (incl. base fee 1.5-2.5%) 1.01 1.06 1.11 1.17 1.23 1.29 1.35 1.42 1.49 1.57 1.65

Advertising & Sales (incl. Marketing Fee) 0.33 0.33 0.25 0.21 0.15 0.10 0.10 0.10 0.10 0.10 0.10

Total Deductions 0.00 1.34 1.39 1.36 1.38 1.38 1.39 1.45 1.52 1.59 1.67 1.75

Total Operating Cost 0.00 3.08 3.22 3.28 3.39 3.49 3.61 3.79 3.97 4.16 4.37 4.58

Financing Cost

Land 60

Financing Amount (Construction) 250.0 238.1 226.8 216.0 205.8 196.0 186.7 177.8 169.4 161.3 153.7 146.4

Bank installments (4.75% reducing) 11.9 11.3 10.8 10.3 9.8 9.3 8.9 8.4 8.0 7.7 7.3 7.0

Total Financing Cost 71.9 11.3 10.8 10.3 9.8 9.3 8.9 8.4 8.0 7.7 7.3 7.0

Total Cost 71.88 14.39 13.99 13.54 13.17 12.80 12.48 12.23 12.02 11.83 11.67 11.53

Gross Operating Profit (GOP) -71.88 25.21 32.21 34.97 37.32 39.75 42.24 44.73 47.30 49.94 52.65 55.46

GOP Percentage 63.7% 69.7% 72.1% 73.9% 75.6% 77.2% 78.5% 79.7% 80.9% 81.9% 82.8%

FF&E Reserve Fund 1-5% 0.39 0.44 0.97 1 1.11 1.19 1.3 1.43 1.57 1.69 1.82

Management Fee 9% 2.27 2.90 3.15 3.36 3.58 3.80 4.03 4.26 4.49 4.74 4.99

Adjusted GOP (AGOP) -71.88 22.55 28.87 30.85 32.96 35.07 37.24 39.41 41.61 43.87 46.22 48.65

Cash Flow Projection (IMPZ) [Scenario 1]

Payback Period 10.15 years

NPV (on 11 yrs of cash flow) 220.06 million

IRR (on 11 yrs of cash flow) 41%

000,000 AED Year 0 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11

Total Usable Area (F.A.R) 500000 500000 500000 500000 500000 500000 500000 500000 500000 500000 500000

Occupancy % 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

Studio Rent (224 Rooms) [@45k] 20 21 22 23 24 24 25 26 27 27 28

1 Bedroom Rent (128 Rooms) [@65k] 17 17 18 19 20 21 22 23 25 26 27

2 Bedroom Rent (32 Rooms) [@80k] 7 8 8 8 9 9 10 10 11 11 12

Sold Studios Revenue (224 Rooms) [@500k] 112 0 0 0 0 0 0 0 0 0 0

Sold 1 Bed Revenue (128 Rooms) [@750k] 96 0 0 0 0 0 0 0 0 0 0

Sold 2 Bed Revenue (32 Rooms) [@960k] 31 0 0 0 0 0 0 0 0 0 0

Rev per average room (per month) 368125 120313 126328 131487 136869 142484 148343 154458 160839 167498 174449

Total Rooms 768 384 384 384 384 384 384 384 384 384 384

Total Revenues 0 282.72 46.20 48.51 50.49 52.56 54.71 56.96 59.31 61.76 64.32 66.99

Operating Cost (per sq.ft)Maintainence 1.12 1.18 1.23 1.30 1.36 1.43 1.50 1.58 1.65 1.74 1.82

Staff Salaries 0.50 0.53 0.55 0.58 0.61 0.64 0.67 0.70 0.74 0.78 0.81

Other 0.12 0.13 0.13 0.14 0.15 0.15 0.16 0.17 0.18 0.19 0.20

Subtotal Operating Cost 1.74 1.83 1.92 2.01 2.11 2.22 2.33 2.45 2.57 2.70 2.83

Deductions

Admin & General (incl. base fee 1.5-2.5%) 1.01 1.06 1.11 1.17 1.23 1.29 1.35 1.42 1.49 1.57 1.65

Advertising & Sales (incl. Marketing Fee) 0.33 0.33 0.25 0.21 0.15 0.10 0.10 0.10 0.10 0.10 0.10

Total Deductions 0.00 1.34 1.39 1.36 1.38 1.38 1.39 1.45 1.52 1.59 1.67 1.75

Total Operating Cost 0.00 3.08 3.22 3.28 3.39 3.49 3.61 3.79 3.97 4.16 4.37 4.58

Financing Cost

Land 60

Financing Amount (Construction) 250.0 238.1 226.8 216.0 205.8 196.0 186.7 177.8 169.4 161.3 153.7 146.4

Bank installments (4.75% reducing) 11.9 11.3 10.8 10.3 9.8 9.3 8.9 8.4 8.0 7.7 7.3 7.0

Total Financing Cost 71.9 11.3 10.8 10.3 9.8 9.3 8.9 8.4 8.0 7.7 7.3 7.0

Total Cost 71.88 14.39 13.99 13.54 13.17 12.80 12.48 12.23 12.02 11.83 11.67 11.53

Gross Operating Profit (GOP) -71.88 268.33 32.21 34.97 37.32 39.75 42.24 44.73 47.30 49.94 52.65 55.46

GOP Percentage 94.9% 69.7% 72.1% 73.9% 75.6% 77.2% 78.5% 79.7% 80.9% 81.9% 82.8%

FF&E Reserve Fund 1-5% 0.39 0.44 0.97 1 1.11 1.19 1.3 1.43 1.57 1.69 1.82

Management Fee 9% 24.15 2.90 3.15 3.36 3.58 3.80 4.03 4.26 4.49 4.74 4.99

Adjusted GOP (AGOP) -71.88 243.79 28.87 30.85 32.96 35.07 37.24 39.41 41.61 43.87 46.22 48.65

Cash Flow Projection (IMPZ) [Scenario 2]

Payback Period 5.11 years

NPV (on 10 yrs of cash flow) 393.82 million

IRR (on 10 yrs of cash flow) 255%

Cash Flow Projection (IMPZ) [Scenario 3]

000,000 AED Year 0 Year 1

Total Usable Area (F.A.R) 500000

Occupancy % 100%

Sold Studios Revenue (448 Rooms) [@500k] 224

Sold 1 Bed Revenue (256 Rooms) [@750k] 192

Sold 2 Bed Revenue (64 Rooms) [@960k] 61

Rev per average room (per month) 621667

Total Rooms 768

Total Revenues 0 477.44

Operating Cost (per sq.ft)

Maintainence 1.12

Staff Salaries 0.50

Other 0.12

Subtotal Operating Cost 1.74

Deductions

Admin & General (incl. base fee 1.5-2.5%) 1.01

Advertising & Sales (incl. Marketing Fee) 0.33

Total Deductions 0.00 1.34

Total Operating Cost 0.00 3.08

Financing Cost

Land 60

Financing Amount (Construction) 250.0 0.0

Bank installments (4.75% reducing) 0.0 0.0

Total Financing Cost 310.0 0.0

Total Cost 310.00 3.08

Gross Operating Profit (GOP) -

310.00 474.36

GOP Percentage 99.4%

FF&E Reserve Fund 1-5% 0.39

Management Fee 9% 42.69

Adjusted GOP (AGOP) -

310.00 431.28

Payback Period 1.00 years

NPV 97.11 million

IRR 39%

Letter of Intent

Letter of Intent

22

APPENDICES

23

Shariah Structure – Diagramed Illustration :

Lessor ( )

( Lessee )

Plot Owner

Contractor

1

2

3

4

5

6

7

24

Process Flow Illustration:

Step No. 1: Promise to Lease:

The Lessee will promise to Lease the Asset from the Lessor. This promise will be legally binding on

the promisor. In case the Lessor has purchased the asset and the promisor refused to enter into a

Lease contract then he will be legally obligated to compensate the Lessor for any actual loss.

Step No.2: Asset Purchase Contract:

The Lessee will purchase the plot on which the construction is required from the owner of the land.

Here Lessor will become the owner of the asset.

Step No.3: The Forward Lease Contract:

The Lessor and the Lessee will enter into a Forward Lease Contract. According to the terms of this

contract Lessor has to construct a building in accordance to the specifications required to the

Lessee in order to full fill the lease requirements of the Lessee.

Step No.4: The Istisna’aa Contract or Aqd Muqawal:

The Lessor will assign a contractor by entering into an Istisna’a contract or construction agreement

or Aqd Muqawala for the construction of the building as per the specifications required to the

Lessee.

Step No. 5: Handover of the completed asset (the “building”) from the contractor to the Lessor:

The contractor will establish/ construct the building in the agreed period and hand it over to the

Lessor (the new owner).

25

Step No.6: Handover of the completed asset (the “building”) from the Lessor to the Lessee:

The Lessor will hand over the building on completion to the Lessee on the agreed date. In case of

his failure on the agreed date of handover he has to provide a similar asset to the Lessee.

Step No.7: Periodic Rentals:

The Lessee will pay the periodic rentals against the usufruct as per the terms and conditions of the

Forward Lease contract.

26

PROMISE TO LEASE

DATED [●] 2014

ISSUED BY

[M/s. …………………………………………..]

(As Promisor)

In Favour

[M/s. …………………………………………..]

(As Beneficiary)

27

CONTENTS

Contents ...................................................................................................................................................

............................................................................................................................................... 27 Recitals ............................................................................................................................................... 28

1 DEFINITION AND INTERPRETATION ....................................................................................... 28

2 Provision 1.............................................................................................................................. 29

3 Provision 2.............................................................................................................................. 29

4 Provision 3.............................................................................................................................. 29

5 Provision 4.............................................................................................................................. 30

6 Provision 5.............................................................................................................................. 30

7 Provision 6.............................................................................................................................. 30

8 Provision 7.............................................................................................................................. 30

9 Provision 8.............................................................................................................................. 30

10 Provision 9.............................................................................................................................. 31

11 Provision 10............................................................................................................................ 31

12 Provision 11............................................................................................................................ 31

13 Provision 12............................................................................................................................ 31

SCHEDULE 1 .............................................................................................................................................. Asset ............................................................................................................................................ 33

SCHEDULE 2 ........................................................................................................................ Form of the Notification ............................................................................................................................ 35

SCHEDULE 3 ..................................................................................................................... Form of Lease Agreement ................................................................................ Error! Bookmark not defined.

28

This promise to lease (the “Promise”) is made on [●], 2014, by

[M/s. ……………………….], a [Limited Liability] Company, established and existing under the laws of the

Emirate of [ ] under the License [ ], with address at P.O Box [ ], represented by Mr.

[ ], in his capacity as [ ], (hereinafter referred to as the "Promisor" or the

“Lessee”)

in favour of

[M/s. ……………………….], a [Limited Liability] Company, established and existing under the laws of the

Emirate of [ ] under the License [ ], with address at P.O Box [ ], (hereinafter

referred to as the "…………." or "Beneficiary" or the “Lessor”).

Recitals

The Promisor hereby irrevocably undertakes to lease from the Beneficiary the asset, as described in

Schedule 1, (the "Asset") in accordance with the terms and conditions of the Forward Lease

Agreement.

1 DEFINITION AND INTERPRETATION

1.1 Definition

In this Promise:

“AED” or “Dirhams” means the lawful currency, from time to time, of UAE.

“Commencement Date” shall have the same meaning ascribed to it as provided for under the Forward Lease Agreement.

“Rentals” means the rental payable by the Lessee to the Lessor under the Forward Lease

Agreement, in relation to the Lease Period or Lease Term, as per the Forward Lease

Agreement.

“Lease Term” or "Lease Period" shall have the same meaning as ascribed to it under Provision 1 hereof.

29

“Notification” means the notice sent by the Beneficiary to the Promissor, substantially in the

form set out in Schedule 2 hereto.

“Security Deposit” means an amount of AED [ ] as explained more exclusively in 4.1

“Advance Rental Amount” means first year rental amount AED [ ]

“Rental Payments” means each amount to be paid to the Lessor by the Lessee in accordance with Clause 3 of the Forward Lease Agreement.

1.2 Interpretation

In this Promise:

1.2.1 The terms not expressly defined herein shall be construed in accordance with the Forward Lease Agreement; and

1.2.2 The Recitals and Schedules set out hereto shall be construed an integral part hereof.

2 Provision 1

The Promisor hereby irrevocably and unconditionally promises to enter into a Forward Lease Agreement to lease an under construction Asset which will be constructed in a period of [ …. Years and ……. months ] from the Beneficiary for a period of […………..] years to commence from the Commencement Date [……….] and shall end on [……………] (the “Lease Term” or "Lease Period"), in consideration of the rental payment set out in Provision 2 below (the “Rental Payment”) and undertakes to be bound by the terms and conditions contained in the Forward Lease Agreement.

3 Provision 2

The Promisor agrees to pay the Rental Payments to the Beneficiary in respect of the Lease in

accordance with Clause 3 of the Forward Lease Agreement.

4 Provision 3

4.1 The Promisor shall deposit with the Beneficiary an amount of [ AED. …………] as security

deposit (the “Security Deposit”) which is equivalent to one year rental amounts.

4.2 The Promisor shall bear the registration fee, mortgage fee, stamp duty, taxation, or any other

expense related to the leasing of the Asset. The Promisor shall not have the right to claim

any of the aforesaid charges and expenses from the Beneficiary.

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4.3 Following the commencement of the Lease, the Promisor (as Lessee under the Lease

Agreement) shall assume all third party liabilities arising out of the use of the Asset and shall

be responsible for ordinary maintenance and upkeep of the Asset from the date of obtaining

the possession of the Asset.

5 Provision 4

The Beneficiary shall serve a Notification to the Promisor requiring the Promisor to lease the Asset in terms of this Promise by executing the Forward Lease Agreement. Immediately upon receipt of the Notification, the Promisor shall sign the Forward Lease Agreement and accordingly the Lease shall commence on the date the Forward Lease Agreement is signed by the Promisor as lessee where the security deposit paid by the promisor will convert into a down payment (the “Urbon”) which shall be off set against the first year Rental payable under the Forward Lease Agreement upon commencement of the Lease Term.

6 Provision 5

If the Promisor withdraws from this Promise before the Beneficiary acquires the Asset, the

Promisor shall bear all actual administrative expenses incurred by the Beneficiary till the date

of withdrawal from the Promise. Such administrative expenses shall be deducted from the

Security Deposit and the Promisor shall be liable to indemnify the Beneficiary if this amount

is insufficient to cover its administrative expenses. Furthermore, the Promisor irrevocably

undertakes to pay the actual financial damages to the Beneficiary arising out of its

withdrawal from this Promise.

7 Provision 6

If the Promisor refuses to take the Asset on Lease after the Beneficiary has acquired the title to, and possession of, the Asset, before or after the completion of the construction the Beneficiary shall be entitled to be indemnified by the Promisor against all actual losses which the Beneficiary has sustained due to the Lessee’s breach of the Forward Lease Agreement. In case of breach of the Forward Lease Agreement the Promisor irrevocably undertakes that he will not have any right to claim fully or partially the down payment amount (the “Urbon”).

8 Provision 7

The Promisor shall on demand (by the Beneficiary) indemnify the Beneficiary to the full

extent permitted by law, and hold it harmless, against any and all actual claims, demands,

losses, actions, suits, damages and liabilities of whatsoever nature if caused by the breach

of any of the terms and conditions of the Promise by the Promisor.

9 Provision 8

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In the event that the seller fails to deliver the Asset to the Beneficiary, the Promisor

acknowledges that the Beneficiary will not be held liable for such failure or delay.

Following receipt of the Notification from the Beneficiary, the Promisor undertakes to

immediately enter into the Forward Lease Agreement in fulfillment of its Promise. The

Promisor hereby acknowledges that the Beneficiary shall not be held responsible for any

damage which the Promisor may incur due to delay in the delivery of the Asset by the

Beneficiary.

10 Provision 9

The Promisor confirms that its address written at the beginning of this Promise shall be the

address on which all communication under the Promise shall be made by the Beneficiary.

11 Provision 10

This Promise is made in two originals signed by the Promisor, one original for the Beneficiary

and the other for the Promisor, each of which when signed and delivered shall be one and

same instrument.

12 Provision 11

The Recitals and the Schedules shall be considered an integral part of this Promise.

13 Provision 12

This Promise shall be governed by the laws of the Emirate of Ajman and the applicable

Federal laws of the UAE. This Promise shall be subject to the exclusive jurisdiction of the

courts of the Emirate of […………] . Such submission shall not restrict the Beneficiary’s rights

to bring proceedings against the Promisor in any other jurisdiction in connection with this

Promise.

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This Promise has been executed by the Promisor on the day and year first above written.

33

SCHEDULE 1 ASSET

Details of the Asset

(Please attach further descriptions, specifications, drawings and designs of the Asset).

34

35

SCHEDULE 2 FORM OF THE NOTIFICATION

Date: [●]

From:

[M/s. ……………………….], a [ Limited Liability ] Company, established and existing under the laws of the Emirate of [ ] under the License [ ], with address at P.O Box [ ], represented by Mr. [ ], in his capacity as [ ], (the "Lessor")

To:

[M/s. ……………………….], a [ Limited Liability ] Company, established and existing under the laws of the Emirate of [ ] under the License [ ], with address at P.O Box [ ], represented by Mr. [ ], in his capacity as [ ], (the "Promisor").

Dear Sirs,

Your Promise to Lease dated [●], 2014 (the “Promise”)

We refer to the Promise.

This is a Notification, as envisaged under the Promise. We confirm that we have since acquired the title to, and possession of, the Asset and hereby call upon you by way of this Notification to fulfil your Promise by taking the Asset on Lease from us in by signing and returning to us the duly signed Forward Lease Agreement in the from set out in Schedule 3 of the Promise (also attached with this Notification) within [●] days of this Notification.

Yours truly

[ ] For and on behalf of ……………………………… (the Lessor)

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Signature Page

The Promisor

[●]

Witnesses

1.

2.

37

38

FORWARD LEASE AGREEMENT

DATED [ / ], 2014

BETWEEN

_______________________________________ (As Lessor)

AND

______________________________________ (As Lessee)

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CONTENTS

PAGE

1. INTERPRETATION ................................................................................................................... 40

2. FORWARD LEASE OF THE ASSET ............................................................................................ 43

3. LEASE TERM AND RENTAL PAYMENTS ................................................................................... 43

4. OBLIGATION TO PAY .............................................................................................................. 45

5. TERMS OF THE LEASE ............................................................................................................. 46

6. EVENTS OF DEFAULT AND TERMINATION OF LEASE ............................................................. 49

7. FAILURE OF LESSEE TO FULFILL OBLIGATIONS ....................................................................... 49

8. PARTIAL AND TOTAL LOSS OF THE ASSET .............................................................................. 50

9. INDEMNIFICATION ................................................................................................................. 50

10. ASSIGNMENT ......................................................................................................................... 52

11. NOTICES AND COMMUNICATION .......................................................................................... 52

12. AMENDMENTS ....................................................................................................................... 52

13. GOVERNING LAW ................................................................................................................... 53

14. JURISDICTION ......................................................................................................................... 53

15. COUNTERPARTS ..................................................................................................................... 53

SCHEDULE 1 ASSET .............................................................................................................................. 54

SCHEDULE 2 FIRST LEASE PERIOD RENEWAL AND RENTAL PAYMENT NOTICE .................................. 55

SCHEDULE 3 SECOND AND SUBSEQUENT LEASE PERIODS RENEWAL AND RENTAL PAYMENT

NOTICE ........................................................................................................................ 56

SCHEDULE 4 EVENTS OF DEFAULT ...................................................................................................... 57

SCHEDULE 5 RENTAL PAYMENTS ........................................................................................................ 59

SCHEDULE 6 SECURITY DOCUMENTS .................................................................................................. 60

SCHEDULE 7 REPRESENTATIONS AND WARRANTIES .......................................................................... 61

SCHEDULE 8 SUPPLIMENTARY RENTAL ............................................................................................... 63

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THIS FORWARD LEASE AGREEMENT (the "Agreement") is dated made on this [●], 2014 (the

"Effective Date") BETWEEN:

1. [M/s. ……………………….], a [Limited Liability] Company, established and existing under the laws

of the Emirate of [ ] under the License [ ], with address at P.O Box [ ],

represented by Mr. [ ], (as the “Lessor”), which expression shall include his successors,

heirs, legal representatives and assigns),

AND

2. [M/s. ……………………….], a [Limited Liability] Company, established and existing under the laws

of the Emirate of [ ] under the License [ ], with address at P.O Box [ ],

represented by Mr. [ ], in his capacity as [ ], ( as the “Lessee”), which

expression shall include his successors, heirs, legal representatives and assigns).

RECITAL:

Whereas the Lessor leases to the Lessee (by way of forward lease) the Asset (as defined hereunder),

which is a freehold property, to be constructed (in accordance with specifications as set out in

Schedule 1) and the Lessee takes on lease from the Lessor, the Asset on the terms and conditions

stated herein (the “Lease”).

IT IS AGREED as follows:

1. Interpretation

1.1 Definitions

"Asset" means the Asset to be constructed (in accordance with specifications as set out in Schedule 1), which shall be the subject matter under this Agreement.

“Asset Insurance Policy” means an insurance policy to be taken out by the Lessor for the Asset during the Lease Term covering usual risks of Asset ownership including Total Loss and Partial Loss but excluding liability to third parties arising out of or in connection with the use of the Asset by the Lessee.

“Business Days” means the days offices are generally open for business in the Emirate of Dubai.

“Commencement Date” means the day on which the Lessor shall deliver the fully constructed Asset (as per the Specifications) to the Lessee, or any other person the Lessee

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may nominate, for the purpose of enjoyment of the Lease (which for avoidance of doubt shall be the date of commencement of the Lease).

"Effective Date" means the date of signing of this Agreement.

“Event of Default” each of the events provided for under Schedule 4.

“Encumbrance” means any lien, pledge, mortgage, security interest, deed of trust, charge or

any other encumbrance or arrangement having a similar effect.

“First Lease Period” means the period commencing from the Commencement Date and

ending on the date which shall fall after [●] months from such Commencement Date.

“Rental” means the rental payable by the Lessee to the Lessor under this Agreement in relation to the relevant Sub-Period of the Lease Period or Lease Term, as per Schedule 5, and as provided for under Clause 3.2.2.

“Insurance” shall have the meaning as ascribed to it under Clause 5.5.

“Insurance Policy” shall have the meaning as ascribed to it under Clause 5.5.

"Lease" shall have the same meaning as ascribed to it in the Recital.

“Lease Term” or "Lease Period" means the period commencing on the Commencement Date and end on the date falling on [[●] years / months] from the Effective Date, as provided for under Clause 3.1.1.

“Major Maintenance and Structural Repair” means all structural repair and major

maintenance (excluding Ordinary Maintenance and Repair) without which the Asset could

not be reasonably and properly used by the Lessee.

“Material Adverse Effect” means a material adverse effect on or a material adverse change

in:

(a) the financial standing of the Lessee; or

(b) the ability of the Lessee to perform its obligations under this Agreement.

“Ordinary Maintenance and Repair” means all repairs, replacements, acts, maintenance and

upkeep works required for the general use and operation of the Asset or to keep, repair,

maintain and preserve the Asset in good order, state and condition.

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“Parties” means the Lessor and the Lessee, each a “Party”

“Partial Loss” means any loss caused to the Asset, which is not to the extent of a Total Loss.

“Proceedings” means any suit, action or proceedings arising out of or in connection with this

Agreement.

"Renewal and Rental Payment Notice" means the relevant Renewal and Rental Payment Notice issued by the Lessor to the Lessee intimating the Lessee of the renewal of the relevant Sub-Period and the Rental Payment due for such Sub-Period. “Termination Amount” means the outstanding rental amounts at the time of termination of the contract.

“Rental Payments” means each amount to be paid to the Lessor by the Lessee in accordance with Clause 3.2 (Rental Payments).

“Rental Payment Date” means the relevant date, as set out in the relevant Renewal and Rental Payment Notice, on which the relevant Rental Payment shall be due under this Agreement.

“Second Lease Period” shall have the meaning ascribed to it under Clause 3.1.2.

“Service Agent” has the meaning given to that term in the Service Agency Agreement signed between the Lessor and the Lessee.

“Service Agency Agreement” means the agreement between the Lessor and the Lessee, where under the Service Agent has been appointed to perform certain Services (as defined therein) in respect of the Asset.

“Service Agency Expenses” means the expenses incurred by the Service Agent in the course of providing the Services under the Service Agency Agreement, which shall include expenses on account of costs of Insurance (including any insurance undertaken on behalf of the Lessee

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in accordance with the terms of this Agreement), Major Maintenance and Taxes incurred by the Lessor.

“Specifications” means the specifications as set out in Schedule 1 (Asset)

“Subsequent Lease Period” shall have the meaning ascribed to it under Clause 3.1.2.

“Supplementary Rental” means an amount equal to the Service Agency Expenses for the relevant period, which shall be a factor for determining the applicable Rental Payment.

“Total Loss” means any event, which results in the Asset being lost, damaged or destroyed beyond economic repair.

1.2 Use of the singular shall include the plural and vice versa and any gender includes the other genders and any references to ‘persons’ includes natural persons, firms, partnerships, companies and corporations and the personal pronoun “it” shall, where the context so permits, include an individual.

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

1.4 The Recital and Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement.

2. FORWARD Lease of the Asset

2.1 The Lessor hereby leases (by way of forward lease) the Asset to the Lessee for the Lease Term and in consideration for the Rental Payments stipulated in Clause 3 (Lease Term and Rental Payments) and the Lessee accepts such lease of the Asset subject to the terms and conditions of this Agreement.

2.2 THE LESSEE HEREBY CONFIRMS AND ACKNOWLEDGES THAT IT HAS EXAMINED THE

DESIGNS, DESCRIPTIONS AND SPECIFICATIONS OF THE ASSET TO BE CONSTRUCTED (AS

PROVIDED FOR UNDER SCHEDULE 1) AND HAS FOUND IT SUITABLE FOR THE PURPOSE OF

THE LEASE UNDER THIS AGREEMENT.

2.3 The Lessee undertakes to use the Asset, when delivered to it, in the manner agreed and in accordance with the purpose for which it is designed, subject to normal wear and tear.

3. Lease Term and Rental PaymentS

3.1 Lease Term

3.1.1 The Lease Term shall commence on the Commencement Date and end on the date falling on [[●] years / months]1 from the Effective Date.

3.1.2 The First Lease Period shall commence from the Commencement Date and end on the date which shall fall after [●] months from the Commencement Date. The second lease period shall commence on the date falling after the expiry of the First Lease Period and shall expire on the date falling after [●] months from such date (the "Second Lease Period"). The subsequent lease periods shall commence on the date falling after the expiry of the Second Lease Period and shall expire on the date falling after [●] months from such date (the

1 Delete as appropriate.

44

"Subsequent Lease Period"). 3.1.3 The Lessee irrevocably undertakes to extend the Lease for the Second Lease Period and the

Subsequent Lease Periods of [●] months each (each a “Sub-Period”) the total of which will be a maximum of [●] Sub-Periods from the Commencement Date till the expiry of the Lease Term. The Lessor shall be obliged to advise the Lessee in respect of each of such renewal as per the relevant Renewal and Rental Payment Notice. At least one day prior to the commencement of the next Sub-Period, the Lessor will give the aforementioned Renewal and Rental Payment Notice to the Lessee advising it of renewing the lease and fixing the Rental for the relevant Sub-Period. If the Lessee is not agreeable to the Renewal and Rental Payment Notice and does not wish to renew for the Sub-Period then it shall expressly, through a written notice, advise the Lessor of its intention to not continue with the Lease. However, if no such written notice is received from the Lessee within one (1) Business Day of the delivery of the Renewal and Rental Payment Notice then it shall be deemed that the Lessee wishes to renew the Lease for the Sub-Period provided in the Renewal and Rental Payment Notice subject to the terms provided therein.

3.2 Rental Payments

The Rental Payment for the relevant Sub-Periods shall be as follows:

(a) The Lessee shall pay an a down payment amount (the “Urboon”) AED [ ] on

the date of signing of this agreement which is equivalent to one year rental amounts

which shall be off set against the first year Rental payable upon the commencement

of the Lease Term. The Lessee irrevocably undertakes that he will not have any right

to claim fully or partially any amount of the down payment in case of breach of

contract.

(b) The Rental Payment for the First Lease Period shall be payable upon receipt of the

relevant Renewal and Rental Payment Notice (the "First Lease Period Renewal and

Rental Payment Notice").

(c) The Rental Payment for the Second Lease Period and the relevant Subsequent Lease

Periods shall be payable upon receipt of the relevant Renewal and Rental Payment

Notice (the "Second and Subsequent Lease Periods Renewal and Rental Payment

Notice”).

(d) The lessor reserves the rights to increase the rental amount at the time of renewal of each

Lease Period. This increase in rentals will be in compliance to the rules and regulations of the

Municipality of the Emirate of [ ].

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4. Obligation to Pay

4.1 The Lessee shall pay advance payment as per Clause 3.2 (Rental Payments) on the date of this Agreement which will be non-refundable in case of breach of this agreement where the periodic rentals will be started from the commencement date.

4.2 Without prejudice to the Lessor’s other rights pursuant to this Agreement, in the event of the non-payment of the Rental Payments or any amounts payable by the Lessee, the Lessee shall be liable to compensate the Lessor for the actual loss suffered by the Lessor due to the default of the Lessee in making the payment on time in accordance with the Rental Payment Dates.

4.4 Subject to Clause 8.3 (Total Loss), the obligation of the Lessee to pay Rental Payments and all other amounts under this Agreement is absolute and unconditional and will not be affected by any circumstance which does not deprive the Lessee of the use of the Asset for the purposes contemplated under this Agreement including:

(a) any set-off, counterclaim, recoupment, defence or other right which the Lessee may have against the Lessor or any other person for any reason whatsoever;

(b) any condition, design, operation, compliance with specifications or fitness for use of the Asset or any part thereof, approved by the Lessee;

(c) subject to Clause 5.4 (Maintenance of the Asset) and in light of the maintenance obligations of the Service Agent under the Service Agency Agreement, any damage to, or destruction of, the Asset or any part of the Asset which has been caused by the negligence or wilful misconduct of the Lessee; or

(d) any interruption or cessation in the use, operation or possession of the Asset or any part of the Asset for any reason which has been caused by the negligence or wilful misconduct of the Lessee; or

(e) any other circumstance, occurrence or event whatsoever, whether or not similar to any listed in paragraphs (a) to (d) above and including any defect in this Agreement or in its due execution by any party to this Agreement which has been caused by the negligence or wilful misconduct of the Lessee.

4.5 In order to guarantee the performance of its obligations under this Agreement including, but not limited to, the obligations under Clause 3.2 (Rental Payments), the Lessee has, by way of continuing security, submitted, the security (“Security”) listed in Schedule 6.

4.6 Notwithstanding any other remedies available to the Lessor under this Agreement, if the Lessee defaults in its obligations under this Agreement, the Lessor shall be entitled to enforce the Security against the Lessee in order to recover the outstanding Rental Payments or any part thereof (in respect of which the default has occurred). The Lessee shall also be liable to

46

pay all of the actual costs, including judicial and legal expenses and any costs that may have been incurred by the Lessor towards recovering the Rental Payments or any part thereof.

5. Terms of the Lease

5.1 Condition of Asset

(a) The Lessee expressly acknowledges that the Asset is specifically required and approved by it.

(b) In the light of the approval by the Lessee of the Asset, the Lessor expressly disclaims and makes no representation or warranty, either expressed or implied, caused by reason prior to signing this Agreement, as to:

(i) the design or condition of the Asset or any part thereof.

(ii) the, durability, suitability or fitness for any particular purpose of the Asset or any part thereof;

(iii) the quality of the material or workmanship of the Asset or any part thereof;

(iv) the conformity of the Asset or any part of the Asset to the provisions and specifications of any purchase order or orders relating to the Asset or any part thereof; or

(v) any other matter concerning, any item of the Asset or any part of the Asset,

and the Lessee acknowledges this disclaimer.

(c) (i) The Lessee waives any claim against the Lessor caused by any item of the Asset or by the Lessee's loss of use of the Asset for any reason whatsoever which has not been caused by the wilful misconduct or negligence of the Lessor.

(ii) Without limiting the generality of sub-paragraph (i) above and in the light of the approval by the Lessee of the Asset, the Lessor shall not be liable or responsible for any defects, either patent or latent, in any item of the Asset, or for the direct or indirect damage to persons or Asset resulting from any such defects, or for the Lessee's loss of use of any item of the Asset or for any interruption in the Lessee's business caused by the Lessee's inability to use any item of the Asset for any reason, except if it is caused as a result of the wilful misconduct or gross negligence of the Lessor or where the Lessor has agreed that he should be so liable or responsible.

(d) If no Event of Default has occurred and is continuing, and so long as the Lessee is entitled to possession of the Asset, the Lessor authorises the Lessee, at the Lessee’s sole expense, to assert for the Lessor’s account, all rights and powers of the Lessor under any manufacturer’s, vendor’s or dealer’s warranty on any item of the Asset. The Lessee shall indemnify and hold the Lessor harmless from and against any and all claims, costs, expenses, damages, losses and liabilities incurred or suffered by the

47

Lessor as a result of, or incidental to, any action taken by the Lessee pursuant to such authority.

(e) The Lessee will have the right to sublease the Asset to the individual tenants from the Commencement Date till the expiry of the Lease Term.

5.2 Lessor covenants

(a) The Lessor will not interfere with the quiet use, possession and enjoyment of the Asset by the Lessee. The exercise by the Lessor of its rights under or in connection with this Agreement will not constitute such interference.

(b) The Lessor will not dispose of or encumber its right, title or interest in and to the Asset except where the purpose of such disposition or encumbrance in the Lessor’s sole discretion is to provide security for the Lessor’s rights under this Agreement.

5.3 Right of ownership

(a) The Lessor shall remain the absolute owner of the Asset at all times until the Asset is sold or transferred.

(b) The Lessee shall not do anything (or, so far as it is able, permit anything to be done), which may affect or imperil the Lessor's right, title and interest in and to the Asset or any part of the Asset.

(c) The Lessee shall, to the satisfaction of the Lessor (acting reasonably), do all things necessary under the laws of any relevant jurisdiction to protect the right of ownership of the Lessor in the Asset, including the obtaining of any requisite licence or permit and, if necessary, the filing of this Agreement with any competent agency or other instrumentality.

(d) The Lessee shall allow the Lessor the right, on the giving of reasonable notice, to view the Asset during normal working hours.

5.4 Maintenance of the Asset

(a) (i) The Lessor agrees that it shall be liable in respect of Major Maintenance of the Asset. Both Parties agree that the Lessor may contract, inter alia, the Major Maintenance of the Asset in accordance with the Service Agency Agreement.

(ii) Subject to the provisions of 5.4 (a) (i) above, the Lessee agrees to carry out all Ordinary Maintenance and Repair in respect of the Asset, pursuant to the Service Agency Agreement.

(iii) In pursuance of the aforestated, the Lessee shall be obliged to notify the Lessor promptly of the need to carry out any Major Maintenance to the Asset.

5.5 Insurance

(a) The Lessor shall be obliged to take out all ownership risks insurance for the Asset during the course of the Lease Term, which may include insurance against Partial

48

Loss and Total Loss, (the “Insurance”) pursuant to the relevant insurance policy (the “Insurance Policy”). The Lessee acknowledges that the Lessor may, inter alia, sub-contract this obligation in accordance with the Service Agency Agreement.

(b) The Lessee shall, on its own account, obtain a separate third party insurance policy or procure an operating insurance throughout the Lease Term and shall be solely liable for the premium in respect of such insurance policy.

5.6 Alterations to the Asset

(a) The Lessee shall be permitted to make any additions, improvements, substitutions or alterations, except structural alterations, to the Asset and to the extent such alteration, modification, substitution or addition does not cause the Lessee to be in breach of any covenant of this Agreement.

(b) If the Lessee does make additions, substitutions or alterations to the Asset in breach of the provisions of paragraph (a) above, the Lessee shall, promptly upon being required to do so by the Lessor, remove the same and reinstate the Asset to its original state at the Lessee’s cost and expense.

(c) Any additions, improvements, substitutions or alterations made to the Asset shall be deemed to form part of the Asset. However, the Lessee may at its cost remove any such additions, improvements or alterations and return the Asset to their original condition if, in the reasonable opinion of the Lessor, the removal does not materially affect the operation or materially diminish the value or utility of the Asset.

5.7 Disposal

The Lessee shall not sell, assign, pledge, mortgage, charge, encumber or part with possession of or otherwise deal with the Asset or any interest in it nor create nor allow to be created any encumbrance on the Asset whether for repairs or otherwise and, in the event of any breach of this paragraph by the Lessee, the Lessor shall be entitled (but shall not be bound)

49

to pay to any third party such sum as is necessary to procure the release of the Asset from any encumbrance and shall be entitled to recover such sum from the Lessee forthwith.

5.8 Property Taxes

The Lessor shall be obliged to take out all ownership taxes payable on the Asset. The Lessee acknowledges that the Lessor may, inter alia, sub-contract this obligation in accordance with the Service Agency Agreement.

5.9 Representations and Warranties

The Lessee makes the representations and warranties set out in this Schedule 7 to the Lessor on the date of this Agreement and on each Rental Payment Date.

6. EVENTS OF DEFAULT AND Termination of lease

6.1 Event of Default

Upon the occurrence of any Event of Default, the Lessor shall be entitled on written notice to the Lessee:

6.1.1 to terminate this Agreement and repossess the Asset; and/or

6.1.2 to pay all outstanding rental amounts immediately.

6.2 Termination of Lease

6.2.1 This Lease shall be terminable upon payment of the Relevant Termination Amount by the Lessee to the Lessor.

6.2.2 If the Lessee fails to comply with its obligations under Clause 6.1, the Lessor may dispose of the Asset or replace the Lessee by another Lessee and compensate itself for the Relevant Termination Amount. The Lessee will be responsible for any shortfall the Lessor may suffer in this regard.

7. Failure of lessee to fulfill obligations

Without prejudice to any provision contained herein, if the Lessee fails to pay Rental Payments or to fulfil its obligations under this Agreement, the Lessor is entitled to terminate the Lease Agreement and to obtain possession of the Asset and to seek any remedy available

50

to it at any relevant jurisdiction. Alternatively, the Lessor may also exercise the option provided to it by the Lessee under the Purchase Undertaking.

8. Partial and total loss of the Asset

8.1 Notification

If the Asset or any part of the Asset is destroyed, the Lessee shall promptly (and in any event within fifteen (15) Business Days) give notice to the Lessor of such Partial Loss or Total Loss.

8.2 Partial Loss

If the Partial Loss is caused by the Lessee, the Lessee shall repair the damage to the Asset and continue to pay Rental Payments in accordance with Clause 3.2 (Rental Payments) and in that case the Lessor will be entitled to receive the insurance payment amount irrespective of its repair expense. If the Partial Loss is caused due to no misuse or negligence of the Lessee, the Lessor will be held proportionately responsible for such loss and the Parties agree that the Lessee shall fix or procure fixation of the Asset from the insurance proceeds thereof.

8.3 Total Loss

(a) If a Total Loss occurs;

(i) the Lease will terminate; and

(ii) the Lessor will be entitled to insurance proceeds payable as a result of the Total Loss in respect of the Asset.

(b) If the Total Loss was caused by misuse or negligence of the Lessee, the Lessee shall indemnify the Lessor in respect of any loss or liability suffered by the Lessor and not compensated for by any applicable insurance proceeds.

9. INDEMNIFICATION

9.1 General Indemnity

(a) The Lessee shall on demand by the Lessor indemnify the Lessor to the fullest extent permitted by law, and hold it harmless, against any and all actual claims, demands, losses, actions, suits, damages and liabilities of whatsoever nature (any of the foregoing being referred to as a Claim) if caused by the misuse or gross negligence of the Lessee:

(i) relating to or arising out of the Asset, including any Claim in respect of the acceptance, non-acceptance, rejection, lease, sublease, financing, possession, use, presence, manufacture, design, control, construction, installation, operation, transportation, accident, insurance, condition, storage maintenance, servicing, improvement, modification, alteration or disposition of the Asset or any part of the Asset or any infringement or

51

alleged infringement of any intellectual Asset by the use or possession of the Asset, or

(ii) in respect of any Tax (other than ownership taxes and Taxes imposed due to the wilful misconduct of the Lessor), however imposed, upon or with respect to:

(a) the Asset or any part of the Asset;

(b) this Agreement or;

(c) the acceptance, non-acceptance, rejection, lease, financing, possession, use, presence, manufacture, design, control, construction, installation, operation, transportation, accident, insurance, condition, storage maintenance, servicing improvement, modification, alteration, disposition of, to or in respect of the Asset or any part of the Asset; or

(d) the payment of any sum under this Agreement, or

(iii) in respect of any claims or actions in connection with the protection and defence of the Lessor's title and interest in and to the Asset.

(b) The Lessee shall protect and defend at all times the Asset and interest in and to the Asset, including keeping the Asset free and clear from any encumbrance other than those created under the this Agreement.

(c) Each party to this Agreement shall promptly give the other party to this Agreement notice upon receiving knowledge of any matter, which could give rise to a Claim.

(d) After becoming aware of any matter which may give rise to a Claim, the Lessor shall, subject to being indemnified to its reasonable satisfaction by the Lessee against all costs and liabilities incurred in doing so, promptly take or procure such action to be taken as the Lessee may reasonably request to deal with the Claim.

(e) The Lessor shall provide to the Lessee and its legal advisers at the cost of the Lessee such information and documentation relating to any Claim as the Lessee may reasonably require.

9.2 Late payment

If Lessee fails to pay any amount under the Lease Agreement when due, the Lessee will be obliged to pay to the Lessor (who must donate any late payment compensation amount to a charity after deduction of actual administrative cost) a late payment compensation sum,

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calculated on a daily basis at the rate of the 2% per annum applied to the unpaid sum subject to maximum of [ %].

10. Assignment

The Lessor shall, with the prior written consent of Lessee, be entitled to, assign or transfer all or any of its rights, benefits and obligations under this Agreement to third party. All such assignments shall be in accordance with the principles of Sharia.

11. Notices And Communication

(a) Each notice and other communication to be given by one party to the other under this Agreement shall be in writing and, unless otherwise agreed by the parties, shall be made by fax or letter.

(b) Any notice or other communication to be given by one party to another under this Agreement (unless one party has by 15 Business Days’ notice to the other party specified another address) shall be given to that other party at the respective addresses given in the following paragraph of this Clause 11.

(c) The addresses or fax number of the parties are:

a. Lessor

PO Box: [●] Fax : [●] Email : [●] Contact No. [●]

b. Lessee

[●] PO Box: [●] Fax : [●] Email : [●] Contact No. [●]

12. Amendments

No amendment, modification or termination of any provision of this Agreement shall be

effective unless the same shall be in writing and signed or executed by the Lessor and the

Lessee. No waiver of, or consent to any departure by the Lessee from, any provisions of this

Agreement shall be effective unless the same shall be in writing and signed or executed by

the Lessor and then any such waiver or consent shall be effective only in the specific instance

and for the specific purpose for which it was given. No notice to or demand on the Lessee in

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any case shall entitle the Lessee to any other or further notice or demand in similar or other

circumstances unless otherwise required herein.

13. GOVERNING LAW

This Agreement is governed by the laws and regulations of the Emirate of [ ].

14. JURISDICTION

The courts of the Emirate of [ ] shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement and the Parties to this Agreement submit to the exclusive jurisdiction of these courts. Nevertheless, this shall not restrict the Lessor from bringing an action against the Lessee before courts of any other jurisdiction.

15. Counterparts

This Agreement has been executed in two counterparts, and each one of them has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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SCHEDULE 1 ASSET

1) nATURE OF THE ASSET

The Asset is in the nature of a freehold interest.

2) Details of the Asset

(Please attach further descriptions, Specifications, drawings and designs of the Asset).

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SCHEDULE 2 First LEASE PERIOD Renewal and Rental Payment Notice

From: __________________________ (the "Lessor")

To: __________________________ (the "Lessee")

Date:

Dear Sirs,

Re: Lease Agreement dated [to be inserted] between Lessor and the Lessee in respect of the Asset (as defined therein) (the “Agreement”).

We refer to the Agreement. This is a First Lease Period Renewal and Rental Payment Notice mentioned in Clause 3.2 of the Agreement. In accordance with your undertaking to renew contained in Clause 3.1.3 of the Agreement, this First Lease Period Renewal and Rental Payment Notice

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constitutes our advice of the renewal of the lease for the First Lease Period, commencing from [●] and ending on [●].

We confirm that the Rental Payments due on [to be inserted] will be AED [to be inserted] (calculated pursuant to Clause 3.2 of the Agreement). We append below the calculation of the rent: We append below the calculation of the Rental Payment in respect of the First Lease Period:

(i) The relevant Fixed Rental AED [●]

(ii) The relevant Supplementary Rent, if any AED [●]

Total AED [●]

Please credit the above amount to Account Number [●] with [●] Bank within [●] Business Days.

_______________ (the “Lessor”) By:

Authorized Signature(s)______________________________________

SCHEDULE 3 SECOND and Subsequent Lease Periods Renewal and Rental Payment Notice

From: ____________________ (the "Lessor")

To: _____________________ (the "Lessee")

Date:

Dear Sirs,

Re: Lease Agreement dated [to be inserted] between Lessor and the Lessee in respect of the Asset (as defined therein) (the “Agreement”).

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We refer to the Agreement. This is a Second and Subsequent Lease Period Rental Payment Notice, as mentioned in Clause 3.2 of the Agreement. In accordance with your undertaking to renew contained in Clause 3.1.3 of the Agreement, this Renewal and Rental Payment Notice constitutes our advice of the renewal of the lease for the Sub-Period, commencing from [●] and ending on [●].

We confirm that the Rental Payments due on [●] will be AED [●] (calculated pursuant to Clause 3.2 of the Agreement). We append below the calculation of the rent:

The relevant Fixed Rental AED [●]

The relevant Supplementary Rent, if any AED [●]

Total AED [●]

Please credit the above amount to Account Number [●] with [●] Bank within [●] Business Days.

________________________ (the “Lessor”)

By:

Authorized Signature(s)______________________________________________________________

SCHEDULE 4 EVENTS OF DEFAULT

Any of the following constitute an Event of Default for the purpose of the Lease Agreement2:

(a) the Lessee does not pay the full amount of any Rental Payments payable by it under this agreement on the due date, and within 10 Business Days of the failure to pay; or

(b) the Lessee shall fail to comply with any other provision of this agreement on the due date, and the failure shall continue for a period of 10 Business Days after either (i) the Lessee becomes aware of the failure, or (ii) notice from the Lessor to remedy the failure, and, in either case, the failure is non payment of any due amount or has

2 If you would require more events to be covered, please advise accordingly.

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a material adverse effect on the Lessee’s ability to make any payment due under this agreement; or

(c) any representation, warranty, covenant or undertaking made by the Lessee under this agreement proves to have been incorrect in any material respect on or as of the date made or deemed to have been made and has a Material Adverse Effect on the Lessee’s ability to make any payment due under this agreement; or

(d) the Lessee shall (a) be unable to pay its debts generally as they become due, (b) apply for or consent to the appointment of, or the taking of possession by, a receiver, administrator of itself or of all or a substantial part of its Asset, (c) make a general assignment for the benefit of, or a composition or arrangement with, its creditors, (d) be adjudicated or declared by any competent authority to be bankrupt or insolvent and such adjudication or declaration is not set aside within 21 Business Days, or (e) file or acquiesce in the filing of, or fail to have dismissed or withdrawn any petition filed against it in an involuntary case under any such laws; or

(e) an order, judgment or decree shall be entered by any court of competent jurisdiction (i) readjustment of debts of the Lessee , or (ii) appointing a receiver, of the Lessee or of all or any substantial part of the Asset of the Lessee;

(f) it is or becomes unlawful for the Lessee to perform or comply with any of its material obligations under this Agreement, or any of the obligations under this Agreement are not or cease to be legal, valid, binding and enforceable by reason of any litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency.

(g) any single person or group of persons acting in concert, acquires control of the Lessee;

(h) If Lessee refuses to or is unable to renew the Lease as promised by it.

Schedule 5 FIXED RENTAL PAYMENTS

Base Amount

Serial No Rental Payment Date Rental Amount

[●] [●] [●]

[●] [●] [●]

[●] [●] [●]

[●] [●] [●]

[●] [●] [●]

[●] [●] [●]

[●] [●] [●]

[●] [●] [●]

[●] [●] [●]

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Schedule 6 SECURITY DOCUMENTS

Further to Clause 4.5 of the Agreement, the Parties agree that the Security3 in respect of this Agreement shall

be as follows:

3 Please insert the necessary details of the relevant Security required.

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Schedule 7 REPRESENTATIONS AND WARRANTIES

The Lessee makes the representations and warranties set out below to the Lessor on the date of this Agreement and on each Rental Payment Date.

1. Status

The Lessee represents that it has full capacity to execute this Agreement and perform its obligations hereunder, and that such execution or performance does not contravene any law to which it is subject, nor does it contravene this Agreement, or any promise or obligation to which it is a party.

2. Binding Transactions and Obligations

The transaction contemplated by, and all obligations expressed to be assumed by the Lessee (in whatever capacity) under this Agreement is legal, valid, binding and enforceable transactions and obligations.

3. Deduction of Tax

The Lessee is not required under the law of its jurisdiction of incorporation to make any deduction for or on account of Tax from any payment it may make to the Lessor under this Agreement.

4. No Filing or Stamp Taxes

Under the law of its jurisdiction of incorporation it is not necessary that this Agreement be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to this Agreement or the transactions contemplated by this Agreement.

5. No Default

No Event of Default is continuing or might reasonably be expected to result from the Lessee entering into the Lease.

6. No Proceedings Pending or Threatened

No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a material adverse effect (in the sole opinion of the Lessor) have been started or threatened against the Lessee.

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7. Environmental Matters It has obtained all necessary environmental authorisations (if any) necessary in connection with its

operations and all such operations comply with all relevant environmental laws.

8. Compliance with Laws

It is in compliance with all applicable laws and regulations.

(i) There is no undischarged final judgment against the Lessee of any court of the United Arab Emirates in an amount, which has or might reasonably be expected to result in, a Material Adverse Effect.

9. Taxes

It has duly and punctually paid and discharged all material tax liabilities and duties imposed on it or on its assets (save to the extent that payment is being contested in good faith and by appropriate proceedings).

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Schedule 8 supplimentary RENTAL

Please provide the basis of calculation of Additional Rental.

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Signature Page

Lessor:

_______________________________

…………………………………………….

By: [____________________________________]

Lessee:

_______________________________

…………………………………………….

By: [____________________________________]

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ASSET PURCHASE AGREEMENT

DATED [●] 2014

BETWEEN

______________________________________

(As Purchaser)

AND

________________________________________

(As Seller)

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CONTENTS 1. INTERPRETATION ..................................................................................................................... 67 2. SALE AND PURCHASE ............................................................................................................... 69 3. WARRANTIES ............................................................................................................................ 69 4. CONSIDERATION ...................................................................................................................... 71 5. SALE AND PURCHASE ............................................................................................................... 71 6. PAYMENT ................................................................................................................................. 71 7. REIMBURSEMENT AND COMPENSATION ................................................................................ 71 8. NO DEDUCTION ........................................................................................................................ 72 9. TAXES AND EXPENSES .............................................................................................................. 72 10. SET-OFF .................................................................................................................................... 73 11. TIME OF ESSENCE ..................................................................................................................... 73 12. ASSIGNMENT ............................................................................................................................ 73 13. SEVERABILITY ........................................................................................................................... 73 14. PARTIAL INVALIDITY ................................................................................................................. 73 15. APPROPRIATE FORUM ............................................................................................................. 73 16. CONSENT TO ENFORCEMENT .................................................................................................. 73 17. NOTICES ................................................................................................................................... 74 18. BINDING AGREEMENT .............................................................................................................. 74 19. AMENDMENT OR WAIVER ....................................................................................................... 75 20. ENTIRE AGREEMENT ................................................................................................................ 76 21. COUNTERPARTS ....................................................................................................................... 76 22. GOVERNING LAW AND JURISDICTION ..................................................................................... 76 SCHEDULE 1 ASSET ................................................................................................................................ 77 SCHEDULE 2 PURCHASE PRICE PAYMENT ............................................................................................. 78

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THIS AGREEMENT is made on this [●], 2008:

BETWEEN:

(1) [M/s. ……………………….], a [Limited Liability] Company, established and existing under the laws of the Emirate of [ ] under the License [ ], with address at P.O Box [ ], represented by Mr. [ ], in his capacity as [ ], (hereinafter referred to as the ‘‘Seller”);

AND

(2) [M/s. ……………………….], a [Limited Liability] Company, established and existing under the laws of the

Emirate of [ ] under the License [ ], with address at P.O Box [ ], (hereinafter

referred to as the “Purchaser” or "____________________"),

(each a “Party” and together the “Parties”).

BACKGROUND:

Whereas the Seller is the owner of the Asset (as defined here-below); and

Whereas the Seller sell the Asset and the purchase the same subject to and on the terms and conditions set out in this Agreement.

NOW THEREFORE, in consideration of the foregoing and the provisions set forth below, and subject to the

terms and conditions set forth herein, the Parties agree as follows:

1. Interpretation

15.2 1.1 Definitions As used in this Agreement, the following terms shall have the meanings indicated below:

“AED” or “Dirhams” means the lawful currency, from time to time, of UAE. “Agreement” means this Agreement.

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“Asset” means the Asset, which is in the nature of a freehold property, as more particularly described in Schedule 1.

“Authorisation” means an authorisation, consent, approval, resolution, filing, registration, licence, exemption or notarisation.

“Business Day” means a day on which banks are open for general business in the UAE. “Encumbrance” means any lien, mortgage, security interest, deed of trust, charge or other

encumbrance or arrangement having a similar effect [except the Permitted Encumbrances]4.

"Governing Law" means the Governing Law stated in Clause 22.1. “Land Registry” means the land registration department where the respective Asset(s) are located and where any sale and purchase of the respective Asset are to be registered under the relevant law.

“Party” means a party to this Agreement and includes its successors in title, permitted assigns and

permitted transferees.

[“Permitted Encumbrance” means the mortgage on the Asset, which details are as follows: [●].]5

“Proceedings” means any suit, action or proceedings arising out of or in connection with this

Agreement.

“Purchase Date” means the date of this Agreement.

“Purchase Price” means AED [●].

“Asset” means [●], that is the subject of this Agreement, as more particularly described in Schedule 1.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature.

“UAE” means the United Arab Emirates.

1.2 Use of the singular shall include the plural and vice versa and any gender includes the other genders and any references to ‘persons’ includes natural persons, firms, partnerships, companies and corporations.

15.3 1.3 The clauses and headings are included for convenience only and shall not affect the interpretation of this Agreement.

4 Retain, if applicable.

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15.4 1.4 The Schedules and Background shall form part of this Agreement and shall have effect as if set out in full in the body of this Agreement.

2. Sale and Purchase

15.5 2.1 The Seller hereby sells the Asset pursuant to the terms and conditions of this Agreement and the Purchaser purchases the Asset free from all liens, charges, encumbrances and all other rights exercisable by any third party for the Purchase Price.

15.6 2.2 The ownership of the Asset, together with its associated rights, shall vest in the Purchaser on the date of this Agreement since as per Sharia, ownership is transferred from the seller to the purchaser automatically and immediately upon signing the sale and purchase agreement.

3. Warranties

15.7 3.1 The Seller warrants that:

3.1.1 The Seller has all necessary authority and power to enter into this Agreement and to carry out the transaction contemplated hereby. The execution, delivery and performance by the Seller of this Agreement and the consummation by the Seller of the transaction contemplated hereby has been duly authorized by all necessary corporate action of the Seller (where applicable), and no other action on the part of the Seller is required in connection therewith.

3.1.2 This Agreement constitutes the valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms and conditions. The execution, delivery and performance by the Seller of this Agreement do not, and the performance by the Seller of the transaction contemplated hereby, will not:

(i) violate the Governing Law of the Emirate of [ ] or other jurisdiction applicable to the

Seller or require Seller to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) that has not been obtained or made;

(ii) result in a violation or any breach of, constitute a default (or an event which with notice

or lapse of time or both would become a default) under, result in the acceleration of any indebtedness under or performance required by, result in any right of termination of, increase any amounts payable under, decrease any amounts receivable under, change any other rights pursuant to, or conflict with, any material contract, agreement, lease, license,

5 Retain, if applicable.

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permit, franchise or other instrument or obligation to which Seller is a party or by which it or its Asset is bound; or

(iii) result in the creation or imposition of any lien, charge, encumbrance or restriction upon

the Asset or any part thereof.

3.1.3 It has good title to the Asset and on signing this Agreement, the Seller transfers good and valid ownership to Asset to the Purchaser, free and clear of any Encumbrances or rights of others of any kind or nature whatsoever.

3.1.4 It has the right to sell and transfer the full legal and beneficial interest in the Asset to the Purchaser according to the terms and conditions set out in this Agreement.

3.1.5 The Asset is in good condition and satisfactory for the purposes contemplated by the Seller and the Purchaser;

3.1.6 There is no legal, administrative, arbitration or other proceeding, or any governmental investigation, current or pending or, to the knowledge of Seller, threatened against or otherwise affecting Seller, or its Asset or any part thereof, and Seller is not aware of any fact that might reasonably be expected to form the basis for any such proceeding or investigation relating in any way to Seller.

3.1.7 It will, at its own cost and expense, execute and do (or procure to be executed and done by any other necessary party) all such deeds, documents, acts and things (including but not limited to the registration of the registered title in the name of the Purchaser or other conveyance documents in accordance with the applicable law) as the Purchaser may from time to time require in order to vest

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the Asset in the Purchaser or its assignee or as otherwise may be necessary to give full effect to this Agreement.

3.1.8 The Seller makes further warranties that the Asset is suitable and fit for the purpose for which the Purchaser intends to purchase, especially as to the following:

(i) the design and condition of the Asset (as a whole) or any part of the Asset;

(ii) the merchantability, durability, suitability or fitness for the particular purpose of the Asset or any part thereof or any item attached and installed to the Asset;

(iii) the quality of the material or workmanship of the Asset or any part thereof;

(iv) all other matter concerning, any item of the Asset or any part thereof.

3.1.9 The Purchaser will be entitled to claim actual losses and/or damages incurred by it from the Seller in case of misrepresentation or breach of any of the above representations and warranties.

4. Consideration The aggregate Purchase Price to be paid by the Purchaser in consideration of the sale of the Asset is

AED [ ], which shall be payable in accordance with the Purchase Price Payment as per Schedule 2 hereto.

5. Sale and purchase

(b) On the Purchase Date:

(c) (a) the seller will register the Asset under the name of the purchaser in the land department

(d) (b) the Purchaser shall pay the Purchase Price, referred to in Clause 4, to the Seller; and

(e) (c) subject to the compliance of sub-clause (a) and (b) above, the Seller shall let the Purchaser into the possession of the Asset.

6. Payment

Unless otherwise expressly stated all payments to be made under this Agreement shall be made in AED to the Seller in immediately available funds at the following account unless otherwise instructed by the Seller:

Account No. [●] Bank [●]

7. REIMBURSEMENT AND COMPENSATION

7.1 Indemnity

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The Seller shall on demand fully reimburse, compensate and hold harmless the Purchaser and each

of its officers and duly appointed representatives (each, a "Compensated Person") for any and all

actual obligations, liabilities, losses, costs, expenses, fees (including legal fees and expenses incurred

in connection with any enforcement of this Agreement), damages, demands, actions and judgments

of every kind and nature imposed on, incurred by, or asserted against such Compensated Person

arising out of (in each case, without duplication and excluding any breach by such Compensated

Person of its obligations under this Agreement and any wilful default or gross negligence of such

Compensated Person) any failure on the part of the Seller to perform or comply with any term of

this Agreement (including, without limitation, any breach by the Seller of any representation or

warranty).

7.2 Notice and third party rights

7.2.1 The Seller shall give each Compensated Person prompt notice of any occurrence or condition actually known to it as a consequence of which any Compensated Person is entitled to reimbursement or compensation. The reimbursement and compensation provided in this Clause 7 shall specifically apply to and include claims or actions brought by or on behalf of employees of the Compensated Persons. The provisions of this Clause 7 are expressly made for the benefit of, and are enforceable by, each Compensated Person.

7.2.2 The Seller expressly waives, as against any Compensated Person, any immunity to which it may otherwise be entitled under any applicable law.

8. No deduction

8.1 The Seller shall make any payments to be made by it under Clauses 7.1 (Indemnity) or 9 (Taxes and expenses) of this Agreement without any deduction or withholding for or on account of any Tax, or other charge or withholding of a similar nature, unless required by applicable law. If any such deduction or withholding is required by applicable law to be made by the Seller, the amount of the payment due from the Seller shall be increased to an amount which (after making such deduction or withholding) leaves an amount equal to the payment which would have been due if no such deduction or withholding had been required.

8.2.1 If the Seller is required to make any deduction or withholding for or on account of any Tax, the Seller shall make that deduction or withholding and any payment required in connection with that deduction or withholding within the time allowed and in the minimum amount required by applicable law. Within thirty (30) days of making either a deduction or withholding or any payment required in connection with that deduction or withholding, the Seller shall deliver to the Buyer evidence reasonably satisfactory to the Buyer that the deduction or withholding has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

9. Taxes and expenses

9.1 The Seller shall bear all applicable Taxes (including, without limitation, registration and other Taxes),

stamp duties, fees, costs and expenses incurred in connection with or incidental to the execution,

delivery, registration, performance, release, discharge, amendment, enforcement, attempted

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enforcement or otherwise of, or provision of consents or waivers or the preservation of any rights

under, this Agreement.

10. Set-Off

The Purchaser shall be entitled to set-off against its obligations to pay the Purchase Price amount under Clause 6, against its right to receive sums from the Seller under any other agreement (s), if any. The Purchaser shall advise the Seller of such set off.

11. TIME OF ESSENCE

Time, wherever mentioned, shall be of the essence for the performance of the obligations of the Seller

under this Agreement.

12. Assignment

The Seller shall not be entitled to assign or transfer any of its rights or obligations under this Agreement. The Purchaser shall be entitled, to transfer all or part of its rights, benefits and obligations under this Agreement to any third party.

13. Severability

Any term, condition, stipulation, provision, covenant or undertaking of this instrument which is illegal, prohibited or unenforceable in any jurisdiction shall as to such jurisdiction be ineffective to the extent of such illegality without invalidating the remaining provisions hereof and any such illegality or unenforceability in any jurisdiction shall not invalidate or render illegal, void or unenforceable any such term, condition, stipulation, provision or undertaking in any other jurisdiction.

14. Partial invalidity

If, at any time, any provision of this Agreement or any other transaction document relating to this transaction is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Agreement or such other transaction document nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

15. Appropriate Forum

The Seller irrevocably waives any objection which it might now or hereafter have to the courts referred to in Clause 16 being nominated as the forum to hear and determine any Proceedings and to settle any disputes and agrees not to claim that any such court is not a convenient or appropriate forum.

16. Consent to Enforcement

The Purchaser hereby consents generally in respect of any Proceedings to the giving of any relief or issue of any process in connection with such Proceedings including the making, enforcement or

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execution, against the Asset or any part thereof whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such Proceedings.

17. NOTICES

15.8 17.1 All communications to be made hereunder shall be made in writing and, unless otherwise stated, shall be made by fax, telex, letters, courier, etc. shall be addressed to: For Seller PO Box: [●] Fax : [●] Email : [●] Contact No. [●] For Purchaser PO Box: [●] Fax : [●] Email : [●] Contact No. [●]

17.2 Any communication or document made or delivered by one person to another under or in

connection with this Agreement will only be effective:

(i) if by way of fax, when the sender receives electronic confirmation of successful transmission; or

(ii) if by way of letter, when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address, and, if a particular department or officer is specified as part of its address details provided under Clause 17.1 , if addressed to that department or officer.

17.3 Any communication or document to be made or delivered to the Buyer will be effective only when actually received by the Buyer and then only if it is expressly marked for the attention of the department or officer identified with the Buyer's signature below (or any substitute department or officer as the Buyer shall specify for this purpose).

18. BINDING AGREEMENT

15.9 18.1 This Agreement shall be binding upon and enure to the benefit of each party and its or any of its subsequent successors and permitted assigns.

18.2 The rights, liabilities and/or obligations created by this Agreement shall continue to be valid and binding for all purposes notwithstanding any change in name or change by amalgamation, reconstruction, reorganisation, restructuring or otherwise (where applicable) which may be made in the constitution of any Party and it is expressly declared that no change of any kind in relation to or

75

affecting the Seller shall in any way affect the liabilities and/or obligations created hereunder in relation to any transaction whether past, present or future.

19. AMENDMENT OR WAIVER

15.10 19.1 No amendment, modification or termination of any provision of this Agreement shall be effective unless the same shall be in writing and signed or executed by the Buyer and the Seller. No waiver of, or consent to any departure by the Seller from, any provisions of this Agreement shall be effective unless the same shall be in writing and signed or executed by the Buyer and then any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on the Seller in any case shall entitle the Seller to any other or further notice or demand in similar or other circumstances unless otherwise required herein.

15.11 19.2 No failure to exercise, nor any delay in exercising, on the part of the Buyer, any right or remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by applicable law.

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15.12 20. ENTIRE AGREEMENT

15.13 This Agreement and any document or instrument attached hereto or referred to herein integrate all the terms and conditions mentioned herein or incidental hereto and supersede all oral negotiations and prior writings with respect to the subject matter hereof.

21. Counterparts

This Agreement is executed in two counterparts, and each counterpart has the same effect as if the signatures on that counterpart were on a single copy of this Agreement.

22. Governing Law and Jurisdiction

15.14 22.1 Governing law

This Agreement is governed by the laws and regulations of the Emirate of [ ].

15.15 22.2 Jurisdiction

(a) The courts of the Emirate of [ ] shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement and the Parties to this Agreement submit to the exclusive jurisdiction of these courts. Nevertheless, this shall not restrict the Purchaser from bringing an action against the Seller before courts of any other jurisdiction.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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Schedule 1 ASSET

1) Nature of the Asset

The Asset is in the nature of a freehold interest.

2) Details of the Asset

(Please attach further descriptions, drawings and designs of the Asset).

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Schedule 2 Purchase Price Payment

[insert the relevant details here]

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15.16 IN WITNESS WHEREOF the Parties have set their respective hands through their respective authorized representatives on the day and year first above written.

SIGNATORIES

The Purchaser

[●]

_______________________________________

By: [ ]

The Seller

[●]

_________________________________________

By: [ ]