Sales Purchase Agreement

Project – Belgravia Heights II

Jumeirah Village Circle

Dubai, United Arab Emirates

Project ID Number – 2064

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Seller of the Project: Ellington Properties Development LLC

Escrow Account
ADIB
Bank Name:
AF
Account Name:

Account Number:

Swift Code:
Belgravia Heights II
28203888

ABDIAEAD

AE970500000000028203888
IBAN No:
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Contents
1 Sale and Purchase 2
2 Purchase Price 2
3 Building Works 4
4 Unit Inspection and Defect Rectification 5
5 Completion and Risk 7
6 Registration and Transfer of Title 8
7 Management 10
8 FM Services 12

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9 Governance Documents 12
10 Permitted Use 12
11 Service Charges 13
12 Insurance Obligations 14
13 Taxes and Utility Charges 14
14 Unit Maintenance 15
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19
Restrictions on Disposals before Completion
Restrictions on Disposal after Completion
Default and Termination
Force Majeure
Purchaser’s Covenants and Indemnities
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16
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18
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20 General Provisions 19
21 Notices 21
22 Confidentiality and Non-Disclosure 22
23 Definitions and Interpretation 23
24 Dispute Resolution Procedure 23
Execution Page 24
Schedule 1 Acknowledgement of Disclosure Statement 25
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Schedule 2 Draft Unit Plan 37
Schedule 3 Draft Unit Specification 38
Schedule 4 Definitions and Interpretation 39
Schedule 5 Declaration of Adherence and Acknowledgement 46
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Seller’s Initial

Purchaser’s Initial
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This AGREEMENT is made on the Effective Date between the Seller and the Purchaser.
It is agreed as follows:

1 Sale and Purchase

(a) Subject to the terms and conditions of this Agreement, the Seller sells, and the Purchaser
purchases, the Unit for the Purchase Price.
(b) The Seller discloses and the Purchaser acknowledges the disclosure of all matters detailed in the
Disclosure Statement. The Disclosure Statement which includes the Building Management
Statement is incorporated in and deemed to be an integral part of this Agreement. The Purchaser

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acknowledges receipt of the Disclosure Statement and that the Purchaser has satisfied itself with
respect to the matters disclosed in the Disclosure Statement.
(c) The Seller further discloses and the Purchaser acknowledges and agrees that the Unit shall be sold
subject to the provisions contained in the Governance Documents provided separately in printable
form to the Purchaser via URL Link, as may be varied from time to time by the Seller or the

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AF Master Developer in accordance with the provisions of this Agreement, the Disclosure Statement,
Applicable Law, or as may otherwise be required to accord with any regulations, restrictions or
directions imposed by a Relevant Authority.

Purchase Price
2.1 Payment of Purchase Price
(a) Subject to Clause 2.1 (d), all payments toward the Purchase Price and any other amounts
payable pursuant to this Agreement shall be paid by the Purchaser to the Seller free of any fees,
costs, expenses, exchange rate differences, bank charges, taxes or levies imposed by the
Relevant Authority from time to time and without any deduction or set-off, into the Escrow
Account, and in the manner provided for in the Payment Plan so that cleared funds are received
by the Seller on or before the relevant Instalment Payment Date and the Purchaser shall provide
to the Seller evidence of the remittance of funds to the Escrow Account. Any amounts paid by
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the Purchaser within the Effective Date shall be credited to the Purchase Price of the Unit.
(b) The Seller shall notify the Purchaser of any change in the Escrow Account reference number or
name, or where any different Escrow Account is opened in respect of the Building, of all relevant
details in respect of such Escrow Account and any other specific requirements in respect of any
payments towards the Purchase Price and any other amounts payable pursuant to this
Agreement.
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(c) Where the Completion has been achieved and the Escrow Account closed in accordance with
the Applicable Laws, the Seller shall be entitled to direct the Purchaser to transfer all subsequent
amounts payable to an alternative bank account, and the Purchaser undertakes to do so upon the
Seller’s written instruction.
(d) In additional to the obligation to pay Compensation in clause 2.1(e), all payments by cheque
must be drawn on a UAE bank in Dirhams. Cheques drawn on a bank outside of the UAE are
not acceptable. Without prejudice to any other rights of the Seller under this Agreement, the
Purchaser shall pay the Seller an administrative fee of two thousand Dirhams (AED 2,000) for
each cheque(s) that is not honoured when presented for any reason whatsoever and the Purchaser
shall arrange for a replacement cheque to be issued and delivered to the Seller (if required)

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together with such administration fee immediately on demand.

(e) In the event any cheque is not honoured when presented for any reason and the Purchaser fails
to provide a replacement cheque (or fails to otherwise pay the Instalment) by the Instalment
Payment Date, the Purchaser agrees to pay Compensation to the Seller on all overdue
Instalments (and on all other overdue monies payable by the Purchaser under this Agreement)
from the respective Instalment Payment Date until the actual date full payment is received by
the Seller in cleared funds.
(f) The Purchaser will pay the balance of the Purchase Price to the Seller as follows:
(i) subject to clause 2.1(f)(ii) the Purchaser will pay the Purchase Price in accordance with the
Payment Schedule unless otherwise agreed by the Parties in writing;

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(ii) if the Completion Date falls prior to one or more of the Instalment Payment Dates identified
in the Payment Schedule, then the total of all Instalments due to have been paid on all
Instalment Payment Dates on or after the Completion Date will become due and payable on
the Completion Date; and
(iii) the Purchaser will pay each Instalment (in AED) free of exchange, variation, currency
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2.2
fluctuation and bank charges and without any deduction, set-off or any other withholding
whatsoever in each case so as to reach the Escrow Account as cleared funds on or before the
relevant Instalment Payment Date.
Allocation of Compensation
Without prejudice to the Seller’s other rights and remedies under this Agreement or under any Applicable
Law:
(a) the Purchaser agrees to pay Compensation to the Seller on any and all overdue Instalments (and on
all other overdue monies payable by the Purchaser under this Agreement) from the respective
Instalment Payment Date (or the day such payment became due for payment) until the actual date
full payment is received by the Seller (or into the Escrow Account) as cleared funds. The Purchaser
agrees that any funds received by the Seller from the Purchaser will be allocated first in the discharge
of any Compensation, then towards any and all other monies due under this Agreement, and then
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towards payment of the Purchase Price and the Purchasers acknowledges that the Seller reserves the
right to allocate such sums towards the payment of Compensation and/or any other monies due in
the order the Seller choose and at the Seller’s sole discretion; and

(b) the Purchaser indemnifies, keeps indemnified and holds the Seller harmless from and against any
and all costs whatsoever, including lawyers’ fees, agents’ fees, collection fees and commissions,
expenses, administration costs and other charges, that may be incurred by the Seller in the recovery
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of any monies owed by the Purchaser pursuant to this Agreement.

Seller’s Initial

Purchaser’s Initial
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2.3 Loan Finance

(a) The Purchaser agrees that this Agreement is not subject to the Purchaser obtaining a loan or
financing in any form whatsoever from a bank or any other financial institution for the Purchase
Price or any part thereof and that any failure to obtain such loan or financing shall not relieve the
Purchaser of any of its obligations under this Agreement, which continue in full force and effect
from the Effective Date. If requested by the Purchaser, the Seller may, in its absolute discretion,
accept monies from a recognised bank or financial institution as a payment made on behalf of the
Purchaser.
(b) The Purchaser shall be solely responsible for the Seller for the performance of Purchaser’s
obligations under this Agreement, notwithstanding that any financing facility that is arranged by
him/it through a financier in respect of the Property is later withdrawn or is no longer available or

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the financing amount is reduced for any reason whatsoever except in cases where the financier has
expressly undertaken to the Seller that it shall be irrevocably and unconditionally liable for the
payment of the Purchase Price and any other amounts payable pursuant to this Agreement.
2.4 Additional Fees
The Purchaser shall pay to the Seller any Additional Fees which from time to time become payable by the
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Purchaser to the Seller.

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3.1
Building Works
Seller’s Obligations
(a) The Seller shall use all reasonable commercial endeavours to procure that the Building Works are
undertaken:
(i) in a proper and workmanlike manner using all reasonable care and skill and in accordance
with good building practice;
(ii) with good quality and suitable materials;
(iii) in accordance with the requirements of all Relevant Authorities and Applicable Laws; and
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(iv) in accordance with the Draft Unit Plan, the Draft Unit Specification and the provisions of the
Disclosure Statement and Governance Documents.
(b) The Seller shall use all reasonable commercial endeavours to procure the assignment to the Purchaser
of the benefit of any manufacturer’s warranties in respect of any fixtures, fittings or appliances
installed by or on behalf of the Seller in the Unit insofar as they are capable of being assigned, (which
shall be determined by the Seller in its absolute discretion).
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3.2 Seller’s Variations

(a) To the extent that the Draft Unit Specification or the Disclosure Statement specifies the materials,
finishes and utility connections that shall constitute the delivery of the Unit, the Purchaser
acknowledges and agrees that the Seller may vary or replace such materials, finishes and utility
connections as specified in the Draft Unit Specification and/or the Disclosure Statement with
materials, finishes and utility connections of similar, equivalent or higher quality (as determined by
the Project Manager in its absolute discretion) and the Purchaser will make no objection, requisition
or claim for compensation in respect of such variation.
(b) The Purchaser acknowledges and agrees that the details of the design, features, amenities, layout and
area of the Unit and the Building, as described in this Agreement and the Disclosure Statement are

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indicative only and the Seller may vary the design, features, amenities, layout and area of the Unit
and the Building as considered necessary or desirable by the Seller, or to comply with any Applicable
Law or the requirements of any Relevant Authority. For the avoidance of doubt, any variation to the
layout of the Unit must not materially and adversely affect the Purchaser’s use and enjoyment of the
Unit.
3.3 Area Variations
(a) The Purchaser agrees that the Total Unit Area is an approximation by the Seller of the final as-built
measurements of such area which will be calculated in accordance with the Jointly Owned Property
Law.
(b) If, on Completion, the actual Total Unit Area varies by more than what is permissible pursuant to

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the Applicable Laws as compared to the Total Unit Area specified in Item 3, the Purchase Price
shall be adjusted accordingly to the extent of such variation. The Purchaser agrees that any
variation in Purchase Price shall be adjusted from the final Purchase Price Instalment due pursuant
to the Payment Schedule.
(c) The Purchaser shall not be entitled to request the Seller to make any variations of whatsoever nature
to the Unit.
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3.4 Car Parking
(a) The Unit is sold with the number of Car Parking Spaces specified in Item 3. It is intended
that the Car Parking Spaces shall either form part of the title to the Unit which shall be
allocated at the sole discretion of the Seller.
(b) The Purchaser acknowledges and agrees that there will be no visitor car parking separately
allocated to the Units.

4 Unit Inspection and Defect Rectification

4.1 Identification of Deficiencies
(a) The Purchaser (or its authorised nominee) will be entitled to one (1) time inspection of the Unit
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prior to the Completion Date (on a date and at a time agreed with the Project Manager and as
shall be notified to the Purchaser) for the purpose of inspecting the Unit for any defects and
deficiencies (excluding any minor settlement cracks) (“Deficiencies”). The Project Manager (or
its nominee) shall accompany the Purchaser at such inspection.
(b) During the inspection referred to in clause 4.1(a) the Purchaser shall list out any Deficiencies
that are identified in the Unit. The list of Deficiencies specified shall then be conclusively
determined and finalised by the Project Manager and submitted to the Contractor for the purposes
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of rectification of such Deficiencies within a reasonable period of time (such period to be notified
to the Purchaser by the Project Manager).
(c) The Purchaser agrees that the Seller will not be obliged to rectify any Deficiencies prior to the
Completion Date and that the rectification of such Deficiencies will not affect or delay the
Completion Date or the obligations of the Purchaser under this Agreement including the
obligation to pay the Final Instalment (and any other moneys due and payable under this
Agreement) on the Completion Date.
(d) The Purchaser agrees that any Deficiencies submitted to the Seller for rectification pursuant to
clause 4.1(b) will be rectified by the Contractor (or the Seller) to the exclusive satisfaction of

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the Project Manager in its absolute discretion.

(e) In the event of any dispute concerning any Deficiencies and/or their rectification, a decision by
the Project Manager in this respect will be final and binding on the Seller and the Purchaser.
4.2 Free from Deficiencies
(a) On completing the Inspection and identifying any Deficiencies pursuant to clause 4.1, the
Purchaser shall sign the Declaration of Adherence and Acknowledgement in favour of the Seller
confirming that the Purchaser has inspected the Unit and has accepted the physical state and
condition of the Unit.
(b) Where the Purchaser fails to inspect the Unit on the date agreed with the Project Manager or

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respond and/or arrange an inspection in accordance with clause 4.1, the Project Manager shall
undertake such inspection on behalf of the Purchaser and Unit shall be deemed to be free of any
Deficiencies other than those identified by the Project Manager during such inspection and it shall
be deemed that the Purchaser confirmed the Deed of Adherence and Acknowledgment.
(c) If the Purchaser does not respond to the Completion Notice or arrange an inspection in accordance
with clause 4.1(a) the Purchaser shall be deemed to accept the all risks associated with the Unit
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4.3

(a)
and the handover of the Unit on the Completion Date free from any Deficiencies and it shall be
deemed that the Purchaser confirmed the Deed of Adherence and Acknowledgment.
Purchaser’s Access
The Purchaser agrees that, except for the inspection of the Unit pursuant to clause 4.1(a), the
Purchaser shall not be allowed access to the Unit prior to the Actual Completion Date without the
prior written consent of the Seller which consent may be withheld in the Seller’s absolute
discretion.
(b) Any access by the Purchaser to the Unit shall be at the sole and exclusive risk and cost of the
Purchaser and the Purchaser hereby indemnifies, keeps indemnified and holds harmless the Seller,
the Project Manager, the Contractor (and their respective Affiliates, directors and employees)
against any and all actions, claims, costs, damages, demands, expenses, liabilities, losses and
proceedings whatsoever that may be incurred by the Seller in connection with such access by the
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Purchaser.
(c) For the avoidance of doubt, the Seller shall not consent to any access of the Unit by the
Purchaser’s contractors or suppliers prior to Actual Completion Date.
4.4 Structural and Non-structural Defect Liability Periods
(a) In accordance with the “Seller’s Homeowner Care Warranty”, and to the extent provided by,
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Applicable Law, upon the direction of the Project Manager, the Building Manager shall procure the
Contractor and the Seller to assist the Building Manager to rectify or replace (as determined by the
Project Manager) any defective civil works in the Unit (including mechanical, plumbing and electrical
works but excluding any minor settlement cracks, appliance malfunction or defect caused by the
misuse by the Purchaser or the Occupiers) installed by or on behalf of the Seller and as notified to the
Seller within one (1) year from the Construction Completion Date (except where any relevant
warranties have been assigned to the Purchaser pursuant to clause 3.1(b)) in which case the Purchaser
shall be solely responsible for procuring rectification or replacement.
(b) In accordance with, and to the extent provided by Applicable Law (including the Jointly Owned
Property Law), the Seller shall use all reasonable commercial endeavours to procure the Contractor to
rectify any material structural defects that may affect the Unit and are notified to the Seller within ten

Seller’s Initial

Purchaser’s Initial
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(10) years from the Construction Completion Date. The Seller shall act in compliance with its
obligations relating to structural defects under the Applicable Law and shall not have any further
responsibility or liability whatsoever in respect of any defects and/or the manner or standard of
construction and/or the design of the Unit, and/or the Building whatsoever.
(c) For the avoidance of doubt, notwithstanding any other provision contained in this Agreement and
subject to prevailing Applicable Law, the Seller shall not be liable for the rectification of any minor
settlement cracks appearing in the Unit, or the Building that are not of a material structural nature, as
determined by the Project Manager in its absolute discretion.
(d) Apart from the above, the Seller shall use reasonable endeavours to obtain and assign to the Purchaser
the benefit of manufacturer’s warranties in respect of any appliances installed by, or on behalf of, the
Seller in the Unit and where such manufacturer’s warranties have been transferred to the Purchaser,

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the Purchaser shall use its best endeavours to directly liaise with the relevant manufacturers and
approved contractors to rectify any defective appliances in the Unit during such warranty period.
4.5 Seller’s Post Completion Works
(a) The Purchaser acknowledges and agrees that other Units in the Building (including the Building
Common Areas and the Unit Leisure Facilities), may not be fully constructed and/or available for
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use by the Completion Date. Further, there shall be ongoing works in the Master Community for
which also Purchaser hereby acknowledges and agrees.
The Purchaser acknowledges and agrees that it shall not be entitled to make any objection,
requisition or claim for compensation, nor delay Completion, on the basis that there are ongoing
construction activities within the Building (including the Building Common Areas and including the
Unit Leisure Facilities) and the Maaster Community, and that inconvenience may be suffered by the
Purchaser as a result of ongoing construction activities, provided always that reasonable access is
available to the Unit via routes designated by the Seller in accordance with its policies and
procedures.
(c) The Purchaser acknowledges and agrees that the Unit numbering and the name of the Building is
provisional and that the Seller, and/or other Relevant Authorities may designate a different number
to the Unit and/or name of the Building upon Registration of the Building Common Area Site Plan
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when the Relevant Authority issues the title deed for the Unit.
(d) On Completion in accordance with clause 5.1 all risks shall pass to the Purchaser in accordance with
clause 5.2 and the Seller shall have no further obligations in relation to any post completion works.

5 Completion and Risk

5.1 Completion
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(a) The Seller anticipates that construction and handover of the Unit will be completed (as determined
by the Project Manager and excluding any minor Deficiencies which shall be rectified in accordance
with clause 4.1) on or before the Anticipated Completion Date.
(b) The Seller and the Purchaser agree that the Anticipated Completion Date represents the Seller’s
current estimate of the date when the Seller expects that the construction of the Unit will be complete,
provided always that a Force Majeure Event does not occur which delays such construction.
(c) The Purchaser acknowledges and agrees that the Actual Completion Date may occur before the
Anticipated Completion Date provided that the Seller serves on the Purchaser the Completion Notice
in accordance with clause 5.1(d). The Purchaser must complete this Agreement on the Completion
Date specified in the Completion Notice and will be required to make payment of the balance of the

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entire Purchase Price and all other amounts due and payable under this Agreement on the Completion
Date.
(d) The Seller shall serve the Completion Notice upon the Purchaser not less than thirty (30) days in
advance of the Completion Date. The Completion Notice will be certified by the Project Manager
whose decision as to the Completion Date will be conclusive and binding on the Parties. The
Completion Date will not be deemed to have been determined unless and until the Completion Notice
has been served on the Purchaser by the Seller. The Seller must serve the Completion Notice on the
Purchaser in accordance with clause 21.
(e) The Purchaser acknowledges and agrees that the Anticipated Completion Date may need to be
extended if any of the Utility Services or access has not been made available to the Unit or the
Building by the Master Developer, the Relevant Authorities or the Contractor which delays shall be

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considered to constitute a Force Majeure Event.
(f) Without prejudice to the Seller’s rights under clause 18 in respect of a Force Majeure Event, the
Anticipated Completion Date may be extended by the Seller, in its absolute discretion without cause,
by written notice to the Purchaser for a period or periods of up to a total of twelve (12) months.
5.2 Passing of Risk
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(a)

(b)
Upon Registration of the Purchaser against the Unit as per this Agreement within the Oqood Pre-
registration System the Purchaser acknowledges that it shall share the risk of possession of the Unit
with the Seller.
Provided that the Purchaser has fulfilled the Purchaser’s obligations under this Agreement, and subject
to the provisions contained in this Agreement, the Purchaser shall have the right to, and bear the risk
of, possession of the Unit from Completion.
(c) The Seller will be entitled to refuse to hand-over possession and occupation of the Unit to the
Purchaser if the Purchaser has failed to pay any monies owed under this Agreement or has failed to
rectify any breach of any provision(s) of this Agreement.
(d) All rights and risks in respect of the Unit will pass to the Purchaser on Completion, irrespective of
whether or not the Purchaser has taken physical possession of the Unit.
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(e) The possession and risk with respect to the Building Common Areas will pass to the Purchaser in
proportion to his/its Entitlement and further to Building Owners Association/Owners Committee
upon its legal formation in accordance with the Applicable Law or the risk with respect to the Building
Common Areas will pass to the Building Owners Association/Owners Committee on the appointment
of the Building Manager.

6 Registration and Transfer of Title

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6.1 Registration of this Agreement

The Seller shall lodge this Agreement for Registration within the Oqood Pre-registration System in accordance
with Applicable Law and the directions of the Relevant Authority at the cost of the Purchaser and the Parties
shall take all reasonable steps and sign any necessary documentation to give effect to such Registration. The
Purchaser shall be responsible to provide any Purchaser documents as required by the Relevant Authority in
order to give effect to such Registration and shall be solely responsible for all and any fees which may be
requested by the Relevant Authority in respect of such documents of the Purchaser.

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6.2 Registration of Transfer of Title

(a) The Seller shall use all reasonable commercial endeavours to procure the transfer of the title to the
Unit to the Purchaser as soon as is reasonably practicable following the Actual Completion Date and
will assist the Purchaser with procuring the Registration of such transfer, provided that the Purchaser:
(i) has paid all Registration Fees;
(ii) has executed the Declaration of Adherence and Acknowledgement;
(iii) has paid the entire Purchase Price and any other amounts due and payable under this
Agreement;
(iv) has fully complied with, and is not otherwise in breach of, any of its obligations under

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this Agreement;
(v) uses all reasonable endeavours to assist the Seller in respect of the transfer of title and
ownership; and
(vi) is solely liable for satisfying the the Relevant Authorities to enable Registration of the
transfer of title to the Unit to the Purchaser.
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(b)

(c)
The Parties must supply to the Relevant Authority all information and sign any document as may be
required by the Relevant Authority to effect the Registration of the transfer of title to the Unit.
The Purchaser acknowledges and agrees that Completion is not contingent upon the Registration of
the transfer of the title to the Unit to the Purchaser and that the Parties may not be able to procure the
Registration of the transfer of the title to the Unit until such time as the Building is subdivided in
accordance with the Jointly Owned Property Law.
(d) The Purchaser acknowledges that the Seller shall not be liable in any way for any delay in the
Purchaser procuring the Registration of the transfer of the title to the Unit to the Purchaser following
Completion.
(e) The Purchaser agrees that the transfer of title pursuant to this clause 6.2 shall be in accordance with
and to the extent permitted by the Jointly Owned Property Law and the Applicable Law. In the event
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of any conflict or inconsistency between the provisions of this Agreement and the Applicable Law,
the Applicable Law shall prevail to the extent of any conflict or inconsistency.
6.3 Registration Fees
(a) The Purchaser shall pay to the Relevant Authority or to the Seller all Registration Fees with respect
to the Registration of this Agreement and the Registration of the transfer of title to the Unit from the
Land Owner to the Purchaser.
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(b) As at the Effective Date, the Registration Fee payable by the Purchaser in accordance with clause
6.3(a) is equivalent to four per cent (4%) of the Purchase Price (or any amount as is required by the
Relevant Authority from time to time) which shall be payable on the Effective Date in addition to
the First Instalment. For the avoidance of doubt, if the Purchaser fails to pay the Registration Fee to
the Seller on the Effective Date, the Purchaser shall be responsible for all penalties and increased
Registration Fees which may be imposed by the Relevant Authority on both the Seller and the
Purchaser.
(c) The Purchaser acknowledges and agrees that the Purchaser shall be solely liable for all increases in
the Registration Fees or additional Registration Fees imposed by the Relevant Authority (such as any
additional fees that may be imposed with respect to sale and purchase agreements executed by the

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Purchaser under power of attorney) that may occur from time to time and for all other fees, taxes,
title transfer charges, levies, rate assessments, utilities fees (including connection fees and
consumption charges), bank and credit charges, and all other fees and/or charges that may be levied
by the Relevant Authority on the transfer of the Unit from the Seller to the Purchaser or otherwise
with respect to the Unit either prior to or following the Actual Completion Date.
(d) The Purchaser may not raise any objection, requisition, claim for compensation or a reduction in the
Purchase Price or seek to terminate this Agreement with respect to increases in the Registration Fees
or additional Registration Fees imposed by the Relevant Authority (such as any additional fees that
may be imposed with respect to sale and purchase agreements executed by the Purchaser under power
of attorney).
6.4 Notations on Title

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(a) The transfer of title to the Unit pursuant to clause 6.2 is subject to:
(i) the Purchaser’s rights and obligations contained in this Agreement;
(ii) the Purchaser’s rights and obligations contained in the Governance Documents; and
(iii) any and all easements, reservations, positive and/or negative covenants, restrictions on use and
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rights of way benefiting or burdening the Unit and/or the Building with or in favour of the
Seller, the Building, Owners Association/Owners Committee, the Master Developer and/or
any Relevant Authority.
The Purchaser must make no objection, requisition or claim for compensation with respect to any
affectations burdening the Unit, the Building Common Areas and/or the Building nor any notations
of the same on the title to the Unit including a restriction on the title that states that title to the Unit
is subject to the “terms, conditions, covenants, rights and restrictions set out in the Master
Community Declaration, the Building JOPD and the Building Rules (and any regulations and by-
laws issued in accordance therewith) as may be amended from time to time” (or similar wording
determined by the Seller or Relevant Authority in its absolute discretion).
(c) The Parties agree that it may be necessary for the Draft Unit Plan and/or the plans annexed to the
Disclosure Statement and/or the Governance Documents identifying the Unit, the Building and the
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Building Common Areas to be substituted following an approval process with the Relevant Authority
to enable Registration of such plans. Subject to clause 3.3, the Purchaser may not raise any objection,
requisition, claim for compensation or delay Completion, with respect to any changes to the Draft
Unit Plan and the draft plans annexed to the Disclosure Statement or the Governance Documents.

7 Management
7.1 Master Community
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The Purchaser acknowledges and understands that:

(a) the Building is located within the Master Community;

(b) the Master Developer has the authority and shall recover its costs in respect of the Operation of the
Master Community in the form of Master Community Service Charges, which are payable in addition
to, and separate and distinct from, Building Service Charges payable by the Purchaser to the Building
Owners Association in respect of the Operation of the Building Common Areas;

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(c) the Seller makes no warranty or representation whatsoever that the community facilities within the
Master Community shall be constructed by the Master Developer by the Completion Date or at any
time thereafter;
(d) the Purchaser acknowledges and agrees that the Master Developer is solely responsible for the Master
Community and the Seller has no right or obligation to develop or construct any part of the Master
Community or any Common Use Facilities. Accordingly, the Master Developer shall retain
ownership of the residual land in the Master Community and be responsible for the Operation of the
Master Community and the Common Use Facilities in accordance with the Master Community
Declaration;

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(e) The Purchaser further acknowledges that the Master Developer may make such changes to the Master
Community Declaration as required by RERA and/or the Land Department or otherwise as
considered by the Master Developer to be necessary or desirable for the benefit of the Master
Community; and
(f) if possible, steps will be taken so that the registration of the transfer of title to the Unit in the Land
Department will be made subject to the terms of the Master Community Declaration in the form of
AF a restriction. If this is not possible, the Purchaser personally and on behalf of its successors-in-title,
permitted successors and assigns acknowledges, agrees and undertakes for the benefit of the Master
Developer and the other owners from time to time of any property in the Master Community that the
Master Community Declaration is a restriction in perpetuity on the title to the Unit and is equally
binding on all owners in the Master Community.
7.2 Building Management
(a) The Purchaser acknowledges and agrees that it is intended by the Seller that the Building Owners
Association/Owners Committee shall be formed in accordance with the Applicable Law presently
the Law no. 6 of 2019 in respect of the Building. The Building Management Statement shall detail
the matters relating to the Management of the Building after Completion.
(b) Upon Registration of the transfer of the Unit from the Seller to the Purchaser, the Purchaser, as
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Unit Owner, shall be a member of the Building Owners Association and, together with all Unit
Owners, shall be bound by the terms of the Building JOPD prepared by the Seller in accordance
with the Jointly Owned Property Law and the Applicable Law.
(c) The Purchaser is solely liable for and must pay all Building Service Charges and other outgoings
that may be levied by the Building Manager in accordance with the Applicable Law issued by any
Relevant Authority (or the Seller on their behalf) on or with respect to the Unit from the Completion
Date.
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7.3 Seller to Administer the Building

(a) Until such time as the Building Manager is legally formed and Registered in accordance with the
Applicable Law, and recognised by the Relevant Authority, the Seller (or its nominee which may
be the Building Manager) or any other party directed to do so by the Relevant Authority shall
undertake the functions to administer the Building in accordance with the Building Management
Statement.
(b) The Purchaser indemnifies and must keep indemnified the Seller (and any nominated manager)
against all actions, claims, costs, damages, demands, expenses, liabilities, losses, proceedings or
other liability in any way arising directly or indirectly from or otherwise in connection with the
Seller undertaking the functions of the Building under the Building Management Statement and

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other function as requested by the Owners from time to time including any costs incurred by the
Seller in seeking to enforce the obligations of the Unit Owners (and their permitted Occupiers
and Invitees, agents or contractors).

8 FM Services
8.1 FM Services Agreement
(a) The Purchaser acknowledges and agrees that the Building (including the Building Common Areas)
is intended by the Seller to be Operated in accordance with the Ellington Brand Standards as may be
determined by the Seller from time to time for which a Building Manager shall be appointed by the
Seller on approval from the Relevant Authority.

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(b) The Purchaser shall abide by all the reservations, restrictions and obligations relating to the
preservation of the Ellington Brand, Ellington Brand Marks and other covenants relating to the FM
Management as detailed in the Building JOPD.
8.2 Ownership, Operation and Use of the Unit Leisure Facilities
The Purchaser shall abide by all the reservations, restrictions and obligations relating to the ownership,
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operation and use of the Unit Leisure Facilities as detailed in the Building JOPD.

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(a)
Governance Documents
The Purchaser acknowledges and agrees that the Purchaser, together with the Purchaser’s heirs,
personal representatives, successors and assigns and Occupiers shall be bound by the Governance
Documents and shall strictly comply with the Governance Documents at all times from the Actual
Completion Date.
(b) The Purchaser further acknowledges that the Governance Documents are in draft form and are
subject to the approval of Relevant Authority. The Seller may make such changes to the Governance
Documents as required by the Relevant Authority or otherwise as considered by the Seller to be
necessary or desirable for the benefit of the Building.

10 Permitted Use
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(a) The Purchaser acknowledges and agrees that the Permitted Use of the Unit is residential
single family use.
(b) The Purchaser and its Occupiers shall not use the Unit for retail, hotel or serviced Unit
purposes, for any transient use or as part of any Shared Occupancy Plan.
(c) The Unit Owners must not seek to change the Permitted Use of the Units at any time.
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(d) The Purchaser must not, and shall procure that its Occupiers will not, use any Car Parking
Spaces for anything other than the parking of one vehicle per space and must comply with
all Building Rules at all times with respect to the use of the Car Parking Spaces and the Car
Park and the Purchaser shall only use the Car Parking Spaces allocated to it (as provided in
the Unit title deed).

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11 Service Charges
11.1 Building Service Charges
(a) The Purchaser shall be liable for and must pay the Building Service Charges without any
deduction, set-off or other withholding whatsoever from the Completion Date (whether or not the
Purchaser has completed this Agreement or is the Unit Owner at such time) and agrees that:
(i) the Purchaser has a continuing obligation (together with all the other Unit Owners) to
contribute towards the expenses for the Operation of the Building Common Areas by way of
Building Service Charges generally calculated and payable in accordance with the provisions
of the Building JOPD including an obligation to contribute to the General Fund and the
Reserve Fund established by the Building Owners Association with respect to the Building

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Common Areas based on the Entitlements;
(ii) the Purchaser has a continuing obligation (together with all the other owners in the Master
Community) to contribute towards the Master Community Service Charges calculated and
payable in accordance with the provisions of the Master Community Declaration;
(iii) the Master Community Seervice Charges shall be included in the Building Service Charge
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unless any regulation or direction issues otherwise, by the Relevant Authority or by any
Applicable Law issued from time to time;
the Purchaser shall pay the Building Service Charge as per the system and norms declared
by the Relevant Authorities from time to time and presently as per the provisions of Law
no. 6 of 2019 whereby the Purchaser shall directly pay to the system maintained by the
Relevant Authority or through the Buuilding Manager appointed and approved by the
Relevant Authority and the Seller.
11.2 If the Seller has paid any Master Community Service Charges or Building Service Charges or other
any fees or charges paid to any other Relevant Authority or third party supplier (including any
connection fees), that are attributable to, or proportionally attributable to the Unit, for a period that
extends beyond the Completion Date, the Purchaser must reimburse the Seller for its proportionate
share of such charges (as determined by the Seller acting reasonably) and these amounts are payable
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to the Seller on the Completion Date or after as notified to the Purchaser by the Seller if the amounts
cannot be ascertained on the Completion Date.
11.3 Estimated Building Service Charges and First Provisional Building Service Charge
(a) The Seller has provided an Estimated Building Service Charge Rate as AED14 which reflects the
Seller’s current estimation as to the rate by which Building Service Charges will be calculated in
the first year following Completion.
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(b) The Seller discloses and the Purchaser acknowledges and agrees that the Seller may vary the
Estimated Building Service Charge Rate prior to Completion to reflect the actual rate upon which
the First Provisional Building Service Charge will be raised, which, for the avoidance of doubt,
may be higher than the Estimated Building Service Charge Rate.
(c) If, upon determination of the actual expenses of the Seller for the period from the Completion
Date to the end of the first service charge period, the Purchaser’s Building Service Charges:
(i) exceed the amount already paid as the First Provisional Building Service Charge, the
Purchaser must pay the excess on demand; or
(ii) are less than the amount already paid as the First Provisional Building Service Charge, shall

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credit the excess to the Purchaser against the next payment of Building Service Charges.
11.4 Building Service Charge Default
The Purchaser acknowledges and agrees that if the Purchaser fails to pay the Building Service Charges, the
provisions of the Applicable Law shall be imposed by the Relevant Authority and /or the Building Manager
which may include withdrawal of certain services to the Building and restrict access to the Building Common
Areas (including the Unit Leisure Facilities) until the Building Service Charges (and any charges and
compensation imposed by the Building Owners Association) are paid in full.

12 Insurance Obligations
(a) The Purchaser as Unit Owner is advised to effect and maintain adequate and appropriate contents

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insurance with respect to the Unit covering damages to the Unit and consequential damages to other
Unit (including the Building Common Areas).
(b) The Purchaser as a Unit Owner must effect the insurances required under clause 12(a) with a
reputable insurer in the name of the Unit Owner and must be for the full replacement value of the
Purchaser’s contents and include a specific allowance for the removal of debris.
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(c) In the event that the Purchaser fails to obtain the required insurance, the Purchaser acknowledges
and agrees that it shall be solely responsible for the Units/ Building Common Areas/ Common Use
Facilities or Unit Leisure Facilities towards any damages sustained due to non-insurance of the
contents of such Unit of the Purchaser and the Purchaser fully indemnify the Developer and the
Building Owners Association/Owner Committee from any such claims, compliances and regulatory
lapses.

13 Taxes and Utility Charges

(a) The Purchaser agrees that it shall be liable to pay all Taxes and Utility Charges including the
electricity consumption for Cooling A/C System and Gas Supply charges and any other costs,
expenses and liabilities incurred by the Seller attributable to the Unit from the Completion Date as
detailed in the Building JOPD. If any costs, expenses, Taxes or Utility Charges have been paid by
the Seller in respect of the Unit (or proportionally in respect of the Unit) that extend for a period
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beyond the Completion Date, the Purchaser shall reimburse the Seller the proportion of such amount
applicable to the period after the Completion Date, within seven (7) days of receipt of an invoice for
the same from the Seller. If required by the Seller, the Master Developer or the Utility Provider, the
Purchaser must enter into end user agreements with the Utility Provider or any agent appointed by
the Seller, the Master Developer or the Utility Provider to collect Utility Charges attributable to the
Unit.
(b) The Purchaser shall indemnify and keep indemnified and hold the Seller harmless, against all actions,
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costs, claims, damages, demands, expenses, liabilities, losses and proceedings whatsoever arising
from the Purchaser’s failure to pay all Taxes and Utility Charges to the Relevant Authority or Utility
Provider as may be due and payable by the Purchaser in respect of the Unit (or proportionally payable
by the Purchaser in respect of any Common Use Facilities).
13.2 End User Agreements
If required by the Seller, Building Manager or a Utility Provider, the Purchaser must enter into an end user
agreement with a Utility Provider or any agent appointed by a Utility Provider to collect Utility Charges
attributable to the Unit.

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13.3 Other Utilities

Each Unit Owner shall be solely responsible for all Utility Charges with respect to the Utility Services that
are provided to its Unit on a metered basis and shall pay the respective Utility Service Providers such Utility
Charges when due and payable.

13.4 Indemnity
The Purchaser shall indemnify and keep indemnified and hold the Seller (and the Master Developer and
Building Owners Association) harmless, against all actions, costs, claims, damages, demands, expenses,
liabilities, losses and proceedings whatsoever arising from the Purchaser’s failure to pay all Taxes and Utility
Charges including the Cooling A/C Charges and Gas Supply charges to the Relevant Authority or Utility
Provider as may be due and payable by the Purchaser in respect of the Unit (or proportionally payable by the

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Purchaser in respect of the Building Common Areas and the Building).

13.5 DEWA
In the Completion Notice the Seller shall notify the Purchaser of the DEWA meter serial number applicable
to the Unit and the Purchaser undertakes to transfer the DEWA account into the Purchaser’s name prior to the
Actual Completion Date. The Purchaser must submit a copy of the DEWA receipt of payment of the deposit
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as proof that the Purchaser complied with this clause 13.5 to the Seller by hand or by email or as instructed
by the Seller, as failure to comply with the condition hereunder will lead to automatic disconnection. The
Seller shall not be held responsible for any outage and/or problems and/or failure caused by the Purchaser in
relation to this clause 13.5.

14 Unit Maintenance
14.1 Obligation to Maintain
(a) The Purchaser acknowledges and agrees that it will at all times maintain the Unit to an
appropriately high standard and in accordance with the Building JOPD.
(b) The Purchaser acknowledges and agrees that any failure of the Purchaser to strictly comply with
clause 14.1(a) shall cause the Seller and other Unit Owners within the Building harm by
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devaluing the Units in the Building and the Purchaser indemnifies the Seller, the other Unit
Owners within the Building against such loss.

15 Restrictions on Disposals before Completion

15.1 Prior to Completion, the Purchaser must not enter into any Disposal, or market the Unit for Disposal,
unless all of the following conditions have been fulfilled:
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(a) the Purchaser has paid to the Seller the next Instalment of the Purchase Price notwithstanding its
Instalment Payment Date may extend beyond the Resale Date;
(b) the Purchaser is not in breach of any of its obligations under this Agreement;
(c) the Purchaser has Registered his/its name in Oqood Pre-Registration System against the Unit;
(d) the Purchaser has paid the Seller the Seller’s Administration Fee and paid the Master Developer’s
Administration Fee (if any);
(e) the Purchaser pays all fees, charges and other costs and expenses payable in respect of the
Disposal including all Registration Fees and any fees or charges which are levied upon by the

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Relevant Authority;
(f) the Purchaser procuring all relevant documents of the Transferee as required by the Seller and
the Disposal is in accordance with the Applicable Law including any regulations of the Relevant
Authority;
(g) the prior written consent of the Seller has been obtained (which will not be unreasonably withheld
provided that the Purchaser is not in default of its obligations under this Agreement) and procures
a no objection certificate from the Master Developer or Relevant Authority;
(h) the Transferee and the Purchaser enters into and/or execute such documentation as the Seller
requires in respect of the Disposal including the entering into by the Transferee with the Seller
of a new sale and purchase agreement in the same form as this Agreement;

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(i) the Purchaser releases the Seller in writing from and against all liability in respect of this
Agreement; and
(j) should the Seller so require, the Purchaser has provided the Seller with copies of all documents
relating to the transaction between the Transferee and the Purchaser and the Transferee must
provide the Seller with a copy of the title deed issued by the Land Department in respect of the
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15.2

15.3
Unit as soon as practicable after the title deed is issued by the Land Department.
The Purchaser’s Transferee shall not be permitted to enter into any Disposal of the Unit prior to
Completion with the effect that the Unit may only be transferred once prior to Completion.
The Purchaser acknowledges and agrees that any Disposal that is not made strictly in accordance
with this clause 15 shall be null and void.

16 Restrictions on Disposal after Completion

16.1 On and from Completion, the Purchaser, as well as each Transferee, must not enter into any
Disposal, or market the Unit for Disposal, unless all of the following conditions have been fulfilled:
(a) the Disposal is in accordance with the terms and conditions of the Governance Documents
and the Purchaser is not in breach of any of its obligations under the Governance Documents;
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(b) the Purchaser has obtained title deed with respect to the Unit in his/its name;
(c) the Purchaser is not in breach of any of its obligations under this Agreement;
(d) the Purchaser has obtained a clearance certificate from the Seller or Building Manager with
respect to the Building Service Charges;
(e) the Purchaser pays or procures all fees, charges and other costs and expenses payable in
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respect of the Disposal including all Registration Fees and any fees or charges which are
levied upon by the Relevant Authority;
(f) the Purchaser has paid the Seller the Seller’s Administration Fee and paid the Master
Developer’s Administration Fee (if any);
(g) the Disposal is in respect of the entire Unit including any Car Park allocated to the Unit;
(h) the Purchaser procuring all relevant documents of the Transferee as required by the Seller
and the Disposal is in accordance with the Applicable Law including any regulations of the
Relevant Authority; and
(i) the Purchaser and the Transferee have entered into such documentation as the Seller requires

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in respect of the Disposal and the Purchaser releases the Seller from and against any liability
in respect of this Agreement.
16.2 The Purchaser acknowledges and agrees that any Disposal that is not made strictly in accordance
with clause 16.1 shall be null and void.
16.3 In the event that the Purchaser is a company, the alienation by a shareholder of any of its shares in
the Purchaser, Change of Control, the change in corporate structure of the Purchaser and any
investment transaction or joint venture arrangement related to the shareholding or corporate
structure of the Purchaser shall be deemed to be a Disposal of the Unit, and the Purchaser shall be
required to strictly adhere to clause 15.1 or 16.1 as the case may be.

17 Default and Termination

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17.1 If the Purchaser has fulfilled all of his/its obligations strictly in accordance with the terms of this
Agreement including, but not limited to, all instalments of the Purchase Price having been paid to
the Seller in accordance with the Payment Schedule as well as any other amounts that are payable
under this Agreement or otherwise, and the Seller is unable to achieve a Completion Date within
twelve (12) months of the Anticipated Completion Date, as it may be extended pursuant to the
provisions of this Agreement and subject always to Force Majeure, the Purchaser’s recourse in
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17.2
respect of such delay shall be dealt with in accordance with the Applicable Laws.
The Purchaser hereby agrees that his/its sole recourse against the Seller under Clause 17.1 shall be
determined in accordance with the Applicable Laws, and the Purchaser shall have no additional
claim against the Seller for any losses, damages, liabilities, compensation, costs, expenses or
interest of whatever nature, and the Purchaser hereby releases and discharges the Seller with respect
to the same, as well as with respect to any action for specific performance.
17.3 If the Purchaser fails to make payments in accordance with the terms of this Agreement or does not
comply with any other term or condition of this Agreement, then the Seller shall provide the
Purchaser with fourteen (14) calendar days’ notice in writing notifying the Purchaser to remedy
such default, and if the Purchaser fails to comply with such notice, then the Seller shall be entitled,
without further notice and without prejudice to any other rights available in law, and without any
Court order:
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(a) to terminate this Agreement and resell the Unit to any third party;
(b) to demand payment from the Purchaser, as pre-estimated liquidated damages, an amount
equivalent to forty percent (40%) of the Purchase Price or any other amount permitted in
accordance with the Applicable Laws, which the Purchaser expressly agrees is a true and
reasonable pre-estimate of the damages that shall be suffered by the Seller as a result of the
Purchaser’s default;
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(c) to demand that the Purchaser, notwithstanding the provisions of Clause 17.3(b) above, make
good to the Seller any loss arising from the resale of the Unit together with payment of all legal
and other expenses incurred by the Seller on termination of the Agreement and resale of the Unit
and the costs of any finance required to be obtained by the Seller in lieu of receipt of the Purchase
Price, and all such amounts shall become immediately payable to the Seller and collectable as a
debt; and
(d) to retain and take into account all payments previously made by the Purchaser on account of the
Purchase Price and any other amounts paid pursuant to this Agreement up to date of termination
to the extent necessary to meet the Seller’s claim for damages and compensation referred to in
Clauses 17.3(b) and 17.3(c) above, it being understood by the Purchaser that if the amounts so

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paid on account are insufficient to meet the Seller’s claim for compensation, the Purchaser shall
remain liable to pay the shortfall on demand.
(e) The Purchaser acknowledges and agrees that with signing this Agreement, it consents to the
Seller’s entitlement to terminate this Agreement pursuant to this clause 17 in accordance with the
meaning of consent and mutual consent as contemplated under Articles 267 and 268 of the Civil
Code without the need to obtain a court order in accordance with Article 271 of the Civil Code.

18 Force Majeure
18.1 If the Anticipated Completion Date or the Completion Date is delayed due to any causes beyond
the Seller’s reasonable control including any Force Majeure Event, the Seller may notify the
Purchaser of such delay as soon as it is practicable for the Seller to do so.

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18.2 If a Force Majeure Event occurs, the Purchaser releases and discharges the Seller from, and the
Purchaser waives, any and all claims, actions, demands and/or the like whatsoever (and the
Purchaser shall not have and/or make any claims, actions, demands and/or the like whatsoever) for
losses, costs, charges, penalties, taxes, levies, expenses, damages, liabilities, and/or the like
incurred, suffered or that may be incurred or suffered by the Purchaser directly or indirectly related
to such Force Majeure Event and/or this Agreement.
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18.3 The obligations of the Seller under this Agreement shall be suspended and postponed until the date
the Force Majeure Event no longer exists as determined and notified in writing by the Seller to the
Purchaser, at which time such obligations shall resume taking into account the Force Majeure Event
delay.
18.4 Upon the occurrence of a Force Majeure Event, the Parties shall take all reasonable measures to
minimise the effect of such event and use all reasonable endeavours to continue to perform their
obligations under this Agreement so far as reasonably practicable and the Purchaser agrees that it
releases and discharges the Seller from, and the Purchaser waives, any and all claims, actions,
demands and/or the like whatsoever (and the Purchaser shall not have and/or make any claims,
actions, demands and/or the like whatsoever) for losses, costs, charges, penalty(ies), taxes, levies,
expenses, damages, liabilities and/or the like incurred, suffered or that may be incurred or suffered
by the Purchaser directly or indirectly related to such Force Majeure Event and/or this Agreement.
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18.5 The financial inability of the Purchaser to satisfy his/its payment obligations under this Agreement
shall not constitute an event of Force Majeure.

19 Purchaser’s Covenants and Indemnities

19.1 The Purchaser confirms that the Unit is being purchased on the Purchaser’s own behalf and the
ownership interest in the Unit will be beneficially owned solely by the Purchaser (or in the case of
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a company, the Beneficial Shareholders).

19.2 The Purchaser must observe and perform (and must procure that all Occupiers must also observe
and perform) the following covenants at all times:
(a) the Purchaser must comply in all respects with the provisions of the Governance Documents
and all Applicable Laws in relation to the Unit, and the Building. The Purchaser further
agrees that the Governance Documents shall contain restrictions governing the Purchaser’s
use and occupation of the Unit and the Building;
(b) the Purchaser must maintain the Unit in a fit and proper condition and in accordance with the
Governance Documents and agrees not to impair the integrity of any Building Common

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Areas; and
(c) the Purchaser must ensure that the Unit is used strictly for the Permitted Use only and must
ensure that the Unit and the Building are only used in accordance with the Applicable Law
and all Building Rules contained in the Governance Documents.
19.3 The Purchaser indemnifies and holds the Seller harmless against all actions, costs, claims, damages,
demands, expenses, liabilities, losses and proceedings (including its legal and other professional
costs and expenses in relation thereto) of whatsoever nature incurred or suffered by the Seller in
connection with:
(a) the enforcement of, or the preservation of, any rights and/or remedies of the Seller under this
Agreement;

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(b) any breach and/or default by the Purchaser in the performance of any and all of its obligations
under this Agreement including the Purchaser’s covenants contained in this Agreement and
the Governance Documents; and/or
(c) any injury to any property(ies) or person(s); or death of person(s); or damage to any
property(ies) howsoever arising out of or related to the possession, use and/or occupation of
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19.4
the Unit or the Building and directly or indirectly as a result of the negligence, act and/or
omission of the Purchaser or the Occupiers and/or any person or entity under its control.
The Purchaser acknowledges that it has not acted or relied upon any representations made by or on
behalf of the Seller except those expressly contained in this Agreement.

20 General Provisions
20.1 Effective Date of Agreement
The Parties agree that this Agreement is valid, binding and enforceable upon the Parties from and including
the Effective Date.
20.2 Assignment by Seller
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The Seller may, without the need to obtain the Purchaser’s consent, transfer and/or assign any or all of its
rights and obligations under this Agreement to a transferee/assignee of its choice. The Seller shall notify the
Purchaser as soon as practicable following any such assignment or transfer giving reasonable details of the
rights and obligations being assigned and the identity of the assignee/transferee and the Purchaser is hereby
deemed to consent to any such assignment or transfer. Upon any such assignment or transfer, the Purchaser
shall be deemed to have released the Seller from those of its obligations under this Agreement which the Seller
has assigned or transferred to the assignee/transferee.
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20.3 Entire Agreement

(a) This Agreement (including the Particulars and the Schedules) together with the Disclosure
Statement and Governance Documents which is deemed to form part of this Agreement, and any
other documents referred to in this Agreement, constitute the entire agreement between the Parties
and supersedes any previous arrangements, understandings or agreements between the Parties
relating to the Unit and/or the subject matter of this Agreement.
(b) Each Party agrees that, in entering into this Agreement and the documents referred to within it,
it has not acted or relied upon any assurance, representation, statement or warranty of any person
or entity (whether a party to this Agreement or not) except as expressly set out in this Agreement
or those documents.

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20.4 Variation of Agreement

(a) Subject to clause 20.4(b), no variation of this Agreement shall be effective unless it is in
writing and signed by the Parties (or their authorised representatives).
(b) The Seller may, by giving written notice to the Purchaser, vary this Agreement if and to the
extent that performance of this Agreement by the Seller is affected by any Force Majeure
Event, the directions of any Relevant Authority or any change in Applicable Law. Once
notice is served on the Purchaser by the Seller in accordance with this clause, any amendment
set out in the Seller’s notice shall be deemed to be a valid, binding and an integral part of this
Agreement.
20.5 Severance

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The invalidity, illegality or unenforceability of any term or condition of this Agreement shall be deemed not
to form part of this Agreement to that extent and shall not affect the validity, legality or enforceability of the
remaining terms and conditions of this Agreement or the validity, legality or enforceability of the Agreement
itself. In the event of any severance of a provision of this Agreement, the Parties shall take steps to amend
this Agreement to best give effect to the intention of the Parties as expressed in this Agreement.
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20.6 No Waiver
No failure to exercise or delay in exercising or enforcing any right or remedy under this Agreement shall
constitute a waiver thereof and no single or partial exercise or enforcement of any right or remedy under this
Agreement shall preclude or restrict the further exercise or enforcement of any such right or remedy, except
as otherwise provided herein, the rights and remedies provided in this Agreement are cumulative and not
exclusive of any rights and remedies provided by Applicable Law.
20.7 Survival and No Merger
(a) The Purchaser agrees that the provisions of this Agreement shall survive Completion and the
transfer of title of the Unit to the Purchaser and that the provisions of this Agreement which
must be complied with post Completion shall remain binding upon the Parties hereto.
(b) This Agreement shall ensure to the benefit of and be binding upon each of the Parties and
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each of their respective personal representatives, heirs, successors, and permitted assigns.
20.8 Counterparts
This Agreement may be executed in any number of counterparts each of which when executed and delivered
shall constitute an original of this Agreement, but all the counterparts shall together constitute one and the
same Agreement. No counterpart shall be effective until each Party has executed at least one counterpart.
Acknowledgement of Understanding
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20.9

The Purchaser agrees that it has read and fully understood each and all of the terms and conditions of this
Agreement including the Particulars and the Schedules and has had the opportunity to obtain independent,
professional, legal and financial advice on the Purchaser’s rights and obligations under this Agreement and
the transaction contemplated by this Agreement.
20.10 Fluctuations in Selling Price
The Purchaser acknowledges and agrees that the Seller may in its sole discretion from time to time alter the
price at which it sells other Units within the Building and that the Purchaser has no right whatsoever to seek
any reduction, alteration or refund in respect of the Purchase Price payable by the Purchaser pursuant to the

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terms of this Agreement notwithstanding any such alteration.

20.11 Authority to Execute Documents
The Purchaser warrants and represents that:
(a) in the case of the Purchaser being (or including) an individual, the Purchaser has full authority, power
and capacity to execute, deliver and perform this Agreement; and
(b) in the case of the Purchaser being (or including) an entity other than an individual, the execution,
delivery and performance of this Agreement by the Purchaser has been duly authorised in accordance
with the relevant corporate or other procedures of the Purchaser, no further action on the part of the
Purchaser is necessary to authorise such execution, delivery and performance and the person signing

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this Agreement on behalf of the Purchaser is fully authorised to enter into this Agreement on behalf
of the Purchaser and, in addition, the Purchaser must produce a power of attorney and/or any other
document(s) that confirm to the Seller’s absolute satisfaction that the person signing this Agreement
(and any other document required to be signed under this Agreement) on behalf of the Purchaser is
authorised to do so.
20.12 Implied Warranties
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To the fullest extent allowable under Applicable Law, the Seller disclaims all implied warranties in their
entirety. As to any implied warranty which cannot be disclaimed entirely, all secondary, incidental and
consequential damages are specifically excluded and disclaimed (claims for such secondary, incidental and
consequential damages being clearly unavailable in the case of implied warranties which are disclaimed
entirely above).

20.13 Further Assurances

The Purchaser agrees to immediately sign any and/or all such documents and take any and/or all such actions
or steps as may be necessary to give effect to this Agreement.
20.14 Joint and Several Liability
If there is more than one person or entity named as or comprising the Purchaser, then all such persons or
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entities named as or comprising the Purchaser shall be jointly and severally liable for the obligations of the
Purchaser under this Agreement.

20.15 Third Party Rights

A person or entity who is not a party to this Agreement shall not have any rights under or in connection with
it.
20.16 Anti-Money Laundering
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The Purchaser confirms and warrants that the monies used by the Purchaser for any payment made under this
Agreement originate from clean funds and are not or could not reasonably be considered to be the subject
matter of money laundering in any way whatsoever.

21 Notices
21.1 Any notice to any Party in connection with this Agreement must be in writing, signed by the
notifying Party (or its validity authorised representative) and in the English language subject to any
notices served by any Relevant Authority which may be in the Arabic language.
21.2 Any notices must be sent by personal delivery, courier, registered post, facsimile or, in the case of

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the Seller only, by email and shall be deemed to have been properly given as follows:

(a) when personally delivered, on the actual date of delivery;

(b) when sent by courier, on the actual date of delivery as evidenced by the records of the courier;
(c) when sent by registered post, seven (7) calendar days after the actual date of delivery;
(d) when sent by the Seller by email, on the date that the email was sent as evidenced by the sent
items confirmation in the Seller’s email account; or
(e) when sent by facsimile, on the date of transmission as evidenced by the transmission receipt.
21.3 A notice given under this Agreement by the Seller shall be validly served if sent by email.

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21.4 A notice given under this Agreement by the Purchaser shall not be validly served if sent by email.
21.5 Unless otherwise changed by notice delivered in the manner provided above, the contact details for
the Seller and the Purchaser to which notices should be sent shall be those as first set out in Item 1
AF and Item 2 respectively.
21.6 Any notice or other communication required to be given under this Agreement or in connection
with the matters contemplated hereunder may be addressed solely to the “Purchaser” named in Item
2 (the “Purchaser”) (as opposed to the “Joint Purchaser” named in Item 2 of the Particulars,
hereinafter the “Joint Purchaser”). The Purchaser hereby undertakes to promptly circulate to all
Joint Purchasers all notices and other communications received under this Agreement. Any failure
by the Purchaser to comply with this Clause 21.6 shall not affect the validity of any notice or other
communication served on the Purchaser, and such notices or other communications shall be deemed
to have been served on, and received by, all Joint Purchasers.

22 Confidentiality and Non-Disclosure

22.1 Subject to clause 22.2, each Party shall keep the terms of this Agreement confidential.
22.2 A party may make any disclosure in relation to this Agreement to:
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(a) its professional advisors, bankers, financial advisors and financiers, if those persons
undertake to keep information disclosed to them confidential in accordance with the terms of
this Agreement;
(b) comply with any Applicable Law or requirement of any Relevant Authority; or
(c) any of its employees, associates, related parties, authorised representatives or independent
contractors to whom it is necessary to disclose the information if that employee undertakes
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to keep the information disclosed to them confidential in accordance with the terms of this
Agreement.
22.3 This clause shall not apply to information to the extent that it is or becomes available in the public
domain other than by reason of any unauthorised disclosure.
22.4 Except as required by Applicable Law or the requirements of any Relevant Authority, all press
releases and other public announcements relating to the sale and purchase dealt with by this
Agreement must be in terms as agreed between the Parties.

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23 Definitions and Interpretation

In this Agreement, except where the context otherwise requires:
(a) words defined in the Particulars have the meanings defined therein;
(b) the capitalised words will have the meanings given to them in Part A of Schedule 4;
(c) words capitalised in this Agreement but not defined in this Agreement have the corresponding
meanings defined in the Governance Documents; and
(d) the rules of interpretation contained in Part B of Schedule 4 will apply.

24 Dispute Resolution Procedure

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24.1 Governing Law and Jurisdiction
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter is governed
by and construed in accordance with the Applicable Law applicable in the Emirate of Dubai, and the federal
law of the UAE applicable in the Emirate of Dubai.
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24.2 Referral to Dubai Court
If the Dispute has not been resolved within twenty (20) Business Days of it arising then, unless otherwise
specifically provided for in this Agreement, either Party may commence proceedings for the resolution of
the Dispute by the Dubai Courts or any Applicable Law.
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Execution Page
IN WITNESS WHEREOF, this Agreement was signed by or on behalf of the Parties on the Effective Date.

FOR THE PURCHASER:

Purchaser Name
Sign Here:

Joint Purchaser Name:

(if applicable) Sign Here:

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If the purchaser is (or includes) a company
Purchaser’s Name:
authorized Sign Here:
representative
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By executing this agreement the signatory Warrant that the signatory is duly authorized To execute this
agreement on behalf of the Purchaser
Company Stamp here:

Witness as to signature(s) above

Name:
Address:
Sign Here:
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FOR THE SELLER: ELLINGTON PROPERTIES DEVELOPMENT LLC

In behalf of the Seller

By executing this agreement the signatory Warrants that the signatory is duly authorized To execute this
Agreement on behalf of the seller
Designation: Sign Here:
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Company Stamp here

Witness as to
signature(s) above
Name:
Address:
Sign Here:

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Schedule 1
Acknowledgement of Sale and Purchase Agreement, Disclosure Statement and Governance
Documents

This ACKNOWLEDGEMENT OF RECEIPT is made on the Effective Date by the Purchaser.

1 Capitalised terms used in this Acknowledgement of Receipt will (unless the context otherwise
requires) have the same meaning as defined in this Agreement.
2 I / We acknowledge having received the Sale and Purchase Agreement along with Disclosure
Statement and Governance Documents from the Seller prior to the Effective Date in accordance
with the Applicable Law.

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FOR THE PURCHASER:
Purchaser Name:
Sign Here:
Joint Purchaser (if applicable) Name:
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If the purchaser is (or includes) a company
Purchaser’s authorized representative
Sign Here:

Name:
Sign Here:
By executing this agreement the signatory Warrant that the signatory is duly authorized To execute this
agreement on behalf of the Purchase
Company Stamp here

Witness as to signature(s) above

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Name:
Address:
Sign Here:
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Disclosure Statement

Project – Belgravia Heights II

Jumeirah Village Circle

Dubai, United Arab Emirates

Project ID Number – 2064

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Seller of the Project: Ellington Properties Development LLC

Escrow Account
ADIB
Bank Name:
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Account Name:

Account Number:

Swift Code:
Belgravia Heights II
28203888

ABDIAEAD

AE970500000000028203888
IBAN No:
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Part A - Preliminary Information

1. Binding Effect
1.1 This Statement forms an integral and binding part of the sale and purchase agreement to be entered
into by the Seller and the Purchaser in respect of the Unit (the “Agreement”).
1.2 By executing this Statement the Purchaser acknowledges that the Seller has provided the Purchaser
with a copy of this Statement prior to the entering into of the Agreement in accordance with the JOP
Law and that the Purchaser has satisfied itself with respect to the matters disclosed in this Statement,
and agrees with the confirmations and acknowledgements by the Purchaser contained in this
Statement.
2. Caution

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3.1 Although the arrangements described in this Statement have been formulated by the Seller based on
its current understanding of how the the Building will be subdivided and operated once fully
constructed, and how the Unit will be delivered to the Purchaser, changes to such arrangements may
be necessary as a result of changes to the Applicable Laws, the directions of any Relevant Authority,
contractual arrangements the Seller has with other parties or if the Seller considers in its absolute
discretion that changes to such arrangements are in the best interests of the Building. The Purchaser
hereby waives all rights to any future claim or demand against the Seller in relation to any such
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3.2 Accordingly, the information contained in this Statement may be amended by the Seller in accordance
with the provisions contained in this Statement, the Agreement and as otherwise may be required to
comply the directions of any Relevant Authority and any Applicable Law (including the JOP Law).
3. Defined Terms
Words capitalised in this Statement, have the corresponding meanings defined in the Agreement, or if not
defined therein, the meanings defined in the respective Jointly Owned Property Declaration (the
“Governance Documents”).

Part B – Disclosed Items

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Master Community Disclosed Items
Master Nakheel PJSC (Jumeirah Village Co. LLC).
Developer
Name of Master “Jumeirah Village (Circle), Dubai, United Arab Emirates”
Community
Master There are a number of shared areas and facilities within the Master Community that
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Community are designated as “Master Community Facilities” which are available to the owners
Facilities and occupiers within the Master Community subject to the provisions contained in the
Master Community Declaration.
Management of The Master Developer is responsible for managing the Master Community in
Master accordance with the Master Community Declaration.
Community
Master The Master Developer will levy the Master Community Service Charges on owners
Community and occupiers within the Master Community to cover the costs of Operating the
Service Charges Master Community Facilities and the Purchaser has a continuing obligation (together
with all other owners in the Master Community) to contribute towards the Master
Community Facilities expenses calculated and payable in accordance with the Master
Community Declaration.

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Master The Master Community is further described in the Master Community Declaration
Community issued from time to time by the Master Developer which states the process of
Declaration governance of the Master Community by the Master Developer. A copy of the Master
Community Declaration is attached to this Statement at Appendix B with the JOPD
available at URL Link.

Building Disclosed Items

Name of Building BELGRAVIA HEIGHTS II
Description of The Building is located within the Jumeirah Village Circle Master Community.
Building The Building is a mixed-use (Commercial + Residential) building comprising

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G+4P+HC+13 Floors+Roof.
Subdivision of The Seller intends that the Building will be subdivided into 137 number of
Building apartment Units and one (1) Retail Unit at the Ground floor and the Building
Common Areas with 170 number of parking bays.
Anticipated The Seller intends that the anticipated construction of the Building shall be
Commencement November 2017 and the Anticipated Completion of the Building is expected to be
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and Completion
of the Building
Building
Common Areas
on or before June 2021, subject to any extension as per the clauses of the sale and
purchase agreement.
These areas will consist of those parts of the Building which are intended for the use
of all Unit Owners and not forming part of any Unit. As at the date of this Statement
it is intended that the following may form part of the Building Common Areas:
• Car Park Spaces for all unit owners;
• Lobby, Entrance areas;
• Entrance foyers;
• Lifts;
• Landscaped courtyard at Health Club level;
• Swimming pool area;
• Outdoor kid’s playground;
• Gymnasium;
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• Male and Female shower and changing rooms;
• Garbage disposal rooms;
• Corridors;
• Fire escape staircases;
• Driveways & ramps at parking floors;
• Utility services rooms;
• Club Lounge & Pool terrace on the Health Club floor;
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• External Roof terrace on the roof level;

• Landscaped areas within the perimeter of the Plot.

A draft copy of the Building Common Area Site Plans which shows the proposed
Building Common Areas is attached to this Statement as Schedule 2 of Appendix A,
the JOPD available at URL Link.

The Seller discloses and the Purchaser acknowledges and agrees (and in so doing the
Purchaser waives all rights to future claims against the Seller in this regard) that the
final number, demarcation and delineation of the Building Common Areas are still to
be determined by the Seller and is subject to final survey.

Accordingly, the Seller may, in its absolute discretion, vary the number, demarcation
and delineation of the Building Common Areas from those depicted above prior to
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or after completion of construction of the Building or handover of the Unit to the

Purchaser.

Management of As per the Building Mangement Statement and Applicable Laws.

Building
Building Rules The Seller expressly discloses and the Purchaser acknowledges and agrees that the
Seller’s draft Building Rules are attached to the Building JOPD and that the Purchaser
shall comply, and shall ensure the Occupier’s comply, with the Building Rules at all
times.
Service Charges Provisional Service Charge of AED [14] fourteen per square feet of unit area to be
paid as per this Agreement.

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Unit Leisure As at the date of this Statement the Seller anticipates that the Unit Leisure Facilities
Facilities shall include the following facilities:
• Outdoor Communal Kitchen & Dining Areas;
• Swimming pool with sun-bathing decks;
• Indoor & outdoor fitness center;
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• Kids playground – Outdoor;
• Roof Terrace - Lawn & Deck;
• Club Terrace, Club lounge & Games room;
• Yoga Studio and
• Lobby Lounge

The Building Manager shall prepare the Unit Leisure Facilities Budget for every
operating year and submit it to be approved by RERA and shall form part of the
Service Charges (but which shall be payable by the Unit Owners only).
Entitlements The Entitlements have been calculated on the basis of area with the Entitlement of
each Unit calculated by dividing the Unit Area by the Total Unit Areas in accordance
with the JOP Law. Each Entitlement is specified in the Agreement.
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FM Services The Facilities and Management Services Agreement governs the management of
Agreement facilities at the Building.
Facilities within As at the date of this Statement, the Seller does not intend that there will be any
the Building commercial facilities within the Building Common Areas made available on a
available on a commercial basis.
Commercial
Basis
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Intended Land The Seller intends that the Building will be for residential use only as further defined
Uses within the in the Agreement and the Building JOPD.
Building
Ecologically The Building shall be constructed and contain such ecologically sustainable features
Sustainable in accordance with the requirements of the Relevant Authorities.
Features within
the Building
Special Uses that There are no special uses that apply to the Building other than as specified in this
apply to the Statement and the Governance Documents. All uses shall be approved by the
Building Relevant Authorities.
Proposed Supply The Seller has not entered or intend to enter into any proposed agreements for a term
Agreements exceeding one (1) year for the supply of goods and services to the Building as a whole
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save for the following:

• Gas Supply Agreement; and
• District Cooling System Agreement.
Proposed Utility The Seller intends that the Building will be serviced with the following utilities:
Arrangements
for the Building • Electricity and potable water to be provided by DEWA and separately
metered to the Components.
• Chilled water for air-conditioning through District cooling system
maintained & operated by Master Developer.
• Telephone / data, television / cable television and internet to be provided by
DU directly to Unit Owners.

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• Sewerage by DEWA; and
• Gas by Lootah Gas
Details of Non- With the exception of Gas which is to be supplied Lootah Gas, the utility services
Government that are intended to be provided to the Building (including the Building Common
Entity and Utility Areas and the Units) by non- Government entities (if any) are still to be decided by
Services the Seller.
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arrangements
Details of On-sale
of Utility Services

Materials and
Finishes for the
As at the date of this Statement, the Seller does not intend that the Building Owners
Association will on-sell any Utility Services to the Building Owners Association or
the Unit Owners.
Resident Amenities
• Lively Lobby Lounge with hotel style furnishings and concierge/security
Building desk. Large format porcelain tile flooring throughout.
Common Areas
• Art pieces throughout the property curated from local Artists
• Concierge and security desk

Fitness Center, Club Lounge & Games Room

• Precision, state of the art fitness equipment.
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• Durable gym flooring.
• Change rooms with Spa quality wet areas.
• Unobstructed garden view, direct walk-out to pool courtyard.
• Dedicated yoga + stretching space.
• Lounge seating and shelving for games & books.
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Outdoor
• Resort-style swimming pool.
• Spacious lawn for Children’s play and events.
• Robust landscaping.
• Outdoor Yoga area & outdoor seating.
• Hotel quality outdoor furniture including sun beds around the pool.
• Outdoor Fitness Area.
• Outdoor communal kitchen & Dining Area.
• Outdoor Roof Terrace.

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Insurance The Purchaser is advised to effect and maintain adequate and appropriate contents
Obligations insurance with respect to the Unit.

Suppliers All Suppliers of services from whom Unit Owners require services to be provided
within their Unit must be approved by the Building Manager prior to the appointment
of each Supplier (subject to the Building manager being granted such power by the
Seller and/or Building Owners Committee)
Branding of the To preserve the quality and reputation of the Building, the Seller intends for the
Building Building to be Operated to certain standards referred to in the Agreement and the
Governance Documents as the “Ellington Standards”.
The name of the Purchaser shall be registered in the interim register and/or the final

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Registration register of Dubai Land Department, as applicable, in accordance with the Applicable
Laws on Purchaser providing the required documents and registration fee; and
failure to register the name of the Purchaser in accordance with the Applicable Laws
within the prescribed time period may result imposing penalties and the purchase of
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BUILDING MANAGEMENT STATEMENT

1 BINDING INTENT AND ENFORCEMENT

1.1. This Building Management Statement shall be binding on the Owners and Occupiers (to the
extent the provisions of this Building Management Statement are intended to apply to
Occupiers) from the date this Building Management Statement is approved by the Land
Department and will be registered as a restriction on the title to each Unit.

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1.2. The Owners Committee/ Building Manager as appointed and approved by the Relevant
Authority as per the Applicable Laws shall be responsible for enforcing the terms of this
Building Management Statement but have the right to be indemnified for any cost, claims or
liabilities arising out of any party’s breach of this Building Management Statement.

2. THE NATURE OF REGULATED COMMON AREAS AND COMMON GOODS AND

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2.1.
SERVICES

As the Building is single residential Permitted Use, Regulated Common Areas are therefore
Building Common Areas. However, due to the fact that:

(a) areas or goods or services are shared, Owners comprising one or another Use may use
or value this Regulated Common Areas or Common Goods and Services in a
disproportionate manner. As such, there may need to be some weighting of the cost
other than the costs being based purely on the respective area of the Units; or

(b) Regulated Common Areas or Common Goods and Services are shared between the
Uses, it is important that the Use Rights and Obligations, the District Jointly Owned
Property Declaration, District Rules and Common Goods and Services provided meet
the requirements of both Uses.
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Accordingly and due to the fact that the interests of the Uses should be fairly balanced, the
rights and obligations of the parties in relation to these Regulated Common Areas and Common
Goods and Services are regulated pursuant to this Building Management Statement.

3. REGULATED EXCLUSIVE USE AREAS

Exclusive Use Areas, as set out in Annexure 1 to this Building Management Statement, and the
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3.1.
rights and obligations of Owners in relation to these are set out in the District Jointly Owned
Property Declaration and the JOP Law. However, because these rights and obligations could
be changed by Special Resolution to the detriment of one or other Use, it is desirable in the
case of the Regulated Exclusive Use Areas that no such changes take place without due process
being followed.

3.2. Furthermore if Owners comprising the Profited Units will be exclusively entitled to use the
Regulated Exclusive Use Areas then they should pay for the costs of the Exclusive Goods and
Services associated with the same.

3.3. If the Owners of the Profited Units pay for the Exclusive Goods and Services in relation to,
and are exclusively entitled to use, the Exclusive Use Areas, then it is also equitable that the
Owners comprising the Use that does not benefit or pay the costs of the same are not able to
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vote on any resolution in relation to these Exclusive Use Areas or Exclusive Goods and
Services unless the proposed resolution would be of material detriment to the Owners
comprising the Use that does not benefit.

3.4. By way of example of the principles outlined in paragraphs 3.2 and 3.3:

(a) The swimming pool is a Regulated Exclusive Use Area and will only be used by the
Residential Units and accordingly:

i. No changes should be made to the District Jointly Owned Property

Declaration that would make the Retail Unit Owners (if any) responsible
for the costs of Exclusive Goods and Services provided in relation to the

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swimming pool.

ii. As the Retail Unit Owners (if any) do not use and will not pay the costs
associated with the swimming pool, the Retail Unit Owners (if any) should
not be entitled to vote on resolutions relating to the use of the swimming
pool unless the passing of the resolution would cause material detriment to
the Retail Unit Owners. Such rights are set out in the Use Rights and
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4.
Obligations.

MANAGEMENT OF BUILDING COMMON AREAS, COMMON GOODS AND

SERVICES, REGULATED EXCLUSIVE USE AREAS AND EXCLUSIVE GOODS
AND SERVICES

The Management of the Building Common Areas and other Exclusive Areas shall be as per the
Applicable laws more particularly Law no. 6 of 2019.

5. LIABILITY FOR SERVICE CHARGES RELATING TO BUILDING COMMON

AREAS, COMMON GOODS AND SERVICES, EXCLUSIVE USE AREAS AND
EXCLUSIVE GOODS AND SERVICES

5.1. The Weighting Assessment as set out below and use this as the basis for assessing the Service
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Charges payable by each Owner:

(a) Step 1: The budgeted charges for the Building shall be assessed for all services and
Reserve Fund items excluding any goods and services or Reserve Fund items applying
to the Regulated Common Areas, Common Goods and Services, Regulated Exclusive
Use Areas and Exclusive Goods and Services.
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(b) Step 2: The charges as assessed in Step 1 shall form the base Service Charges payable
by all Owners and added to all Service Charge statements.

(c) Step 3: The budgeted charges for each Regulated Common Areas, Common Goods
and Services, Regulated Exclusive Use Areas and Exclusive Goods and Services shall
then be assessed for all goods and services or Reserve Fund items as may be set out in
Annexure 2 to this Building Management Statement.

(d) Step 4: The charges as assessed in Step 3 shall then:

i. in the case of Exclusive Goods and Services or Exclusive Use Areas, be

added to the Service Charge statements of the Profited Units in proportion
to the Entitlement of each Unit as this forms part of the total Entitlement of
the Profited Units;
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ii. in the case of Regulated Common Areas or Common Goods and Services,
be divided in the Proportions between the Profited Units comprising each
Use; and then

iii. be added to the Service Charge statement of each of the Units comprising
the Use in proportion to the Entitlement of each Unit within that Use as this
forms part of the total Entitlement for all units comprising that Use.

5.2. All Owners shall pay Service Charges in accordance with the Applicable Law, JOPD and this
Building Management Statement.

6. CREATING AND REMOVING OR VARYING REGULATED COMMON AREAS,

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COMMON GOODS AND SERVICES, REGULATED EXCLUSIVE USE AREAS AND
EXCLUSIVE GOODS AND SERVICES

6.1. The information contained in the Use Rights Schedule is based on certain assumptions.
Accordingly, variations may need to be made to the Use Rights Schedule if in practice these
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6.2. Without limiting the foregoing, the following may be varied by approval of the Relevant
Authority as per the provisions of the Applicable Law:

(a) the Regulated Common Areas by adding, varying or removing the same;

(b) the Common Goods and Services by adding, varying or removing the same;

(c) the Use Rights and Obligations by adding to, varying or removing the same;

(d) the Proportions;

(e) the Contribution Principles; and

(f) the terms of this Building Management Statement.

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6.3. It is acknowledged that until the first few years of operation it may be difficult to assess fair
Proportions in relation to Regulated Common Areas. Accordingly the Use Rights Schedule and
Proportions will be reviewed on an annual basis for the first three (3) years and thereafter every
two (2) years and reapportioned pursuant to the approval of the Owners Committee having
regard to actual use and benefit derived.

7. BUILDING RULES, THE DISTRICT JOINTLY OWNED PROPERTY

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DECLARATION AND DISPUTE RESOLUTION

7.1. In order to maintain a cohesive look and feel to the Building and in order to create greater
transparency and operational efficiency, the Building will be regulated pursuant to the Jointly
Owned Property Declaration and the Building Rules except to the extent regulated under this
Building Management Statement.

7.2. No resolution to amend the Jointly Owned Property Declaration or the Building Rules shall be
passed that is inconsistent with the Use Rights and Obligations or this Building Management
Statement.

7.3. No resolution to change the Jointly Owned Property Declaration or the Building Rules or
resolution in general terms shall be made that is materially detrimental to another Use and the
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Owners comprising each Use must work together in good faith to balance their respective
interests.

8. CROSS INDEMNITIES AND INSURANCE

8.1. Where any claim arises whether in contract or a third party liability or regulatory penalty in
relation to Regulated Exclusive Use Areas or Exclusive Goods and Services, the Owners of the
Profited Units shall indemnify the other Owners that do not own a Profited Unit, against:

(a) the cost of any excess payable to the insurer;

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(b) where the claim is declined by the insurer in whole or in part then the cost of rectifying
the damage caused or meeting any damages awarded against such destruction; and

(c) the cost of all legal or dispute resolution proceedings.

8.2. Where any claim arises whether in contract or a third party liability or regulatory penalty in
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8.3.
relation to Regulated Common Areas, the Owners comprising the Profited Units shall meet
those costs set out in paragraph 5.1(d) in the Proportions.

Any sums payable under this paragraph 8 may be collected as Service Charges and will be
levied by the Owners Association on the Profited Units in accordance with paragraph 5.

ANNEXURE 1

EXCLUSIVE USE AREAS

Exclusive Use Areas Unit

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Swimming Pool and associated areas, courtyard Residential Units
gardens, multipurpose hall and gymnasium

Retail Signage Areas Not Applicable

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ANNEXURE 2

USE RIGHTS SCHEDULE

Description Profited Apportionme Proportions Use Rights and Responsibility

Units nt Obligations

Regulated Residential Use Residential 100 The Residential Owners

Exclusive Use Units Units Unit Owners Committee/
Areas / Exclusive Retail Units 0 shall be Building
Goods and responsible for Manager.

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Services Total 100 management and
all costs of
Swimming Pool Exclusive Goods
and associated and Services in
areas, courtyard relation to this
gardens, Regulated
multipurpose hall, Exclusive Use
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and gymnasium

Regulated
Exclusive Use
NA NA NA
Areas including
Reserve

NA
Fund
contributions.
NA

Right/ Exclusive
Goods and
Services

Regulated N/A N/A N/A N/A The Regulated N/A

Common Areas / Common Areas
Common Goods or Common
and Services Goods and
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Services are not
ascertained at the
date of this
Building
Management
Statement. Once
the various stages
of the
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Community are
completed the
areas of the
respective Uses
shall be
considered prior
to establishing
the fair
Proportions.

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Schedule 2
Draft Unit Plan

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Schedule 3

Draft Unit Specification

The Residences
• Heightened ceilings in Living, Dining and Bedrooms.
• Premium tile flooring throughout.
• Elegantly proportioned window-walls with neighborhood view.
• Generous outside living balcony areas.

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• Spacious, finely-crafted & fitted wardrobes and walk-in closets.
• Premium door hardware and ironmongery
Kitchens
• Custom-designed contemporary kitchen cabinetry.
• High-standard European Brand appliances.
• Gas cooktop.
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•
•
•
Integrated dishwasher, quiet and energy saving.
Combination fridge freezer.
Exposed recirculating kitchen exhaust hood.
Premium, durable countertops.
• Under-mount, stainless steel kitchen sink.
• Deck mounted kitchen faucet, from a quality international brand.
• Premium tile flooring.
Bathrooms and Powder rooms
• High quality faucets, sinks and accessories from international brand.
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• Porcelain tiled step down walk-in showers.
• Porcelain floor & wall tiles.
• Ceramic feature wall tiles.
Lighting & Technology
• Premium lighting and lighting controls by a quality international brand.
• Premium, quiet fan coil air conditioning and ventilation system.
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• Residences are fully pre-wired for high-speed internet/phone/data.

Environmental Certification
With DGBR (Dubai Green Building Regulations) compliance this means your home has been designed
and built to achieve efficiency in energy & water consumption. Whilst providing the comfort and
satisfaction you expect, we also ensure durability and economy in operations.
Homeowner Care
Each home is thoroughly inspected prior to customer handover to ensure the quality we demand and
you expect, is delivered.

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Schedule 4
Definitions and Interpretation
Part A – Definitions

Additional Fees means any and all fees, charges or other costs or expenses payable to
the Seller or any third party in respect of the transfer of ownership and
title to the Unit in accordance with this Agreement, including any fees,
charges or other costs and expenses payable by or levied upon the
Seller by any Relevant Authority;
Affiliate means, in relation to a Party, any person Controlling that Party,

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Controlled by that Party, or in common Control with that Party;
Agreement means this sale and purchase agreement entered into between the
Seller and the Purchaser on the Effective Date;
Applicable Law means all laws, decrees, orders, decisions, instruments, notices,
regulations, requirements, codes of practice, directions, guidance,
AF permissions, consents or licences issued by the Government of Dubai
or the Relevant Authority that may at any time and from time to time
be applicable to the Agreement, the Governance Documents, or the
Unit as such laws may be varied, amended, replaced or re-enacted
from time to time including Law no. 6 of 2019;
Building Common Areas means those parts of the Building and the facilities contained therein
not forming part of any Unit and being capable of and intended for the
use in common by the Unit Owners and their Occupiers (subject to
any Exclusive Use Rights) as determined by the Seller in its absolute
discretion, or which are deemed to be “Common Areas” under the
Jointly Owned Property Law. These areas will consist of those
parts of the Building which are intended for the use of all Unit Owners
and shall not form, part of any Unit and are specifically set out in the
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Disclosure Statement.
Building Completion Certificate means a building completion certificate issued by the Relevant
Authority confirming that the Building Works have been completed in
respect of the Unit;
Building JOPD means the jointly owned property declaration of the Building as
prepared by the Seller in the form prescribed by and in accordance
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with the Jointly Owned Property Law;

Building Owners Association / means the association of the Unit Owners constituted in accordance
Owners Committee with the Jointly Owned Property Law or the Owners Committee
formed as per the Applicable Law.
Building Manager means the manager appointed by the Applicable Law;
Car Park means the car parking areas located within the Building together with
all related infrastructure and facilities;
Car Parking Spaces means the number and type of car parking spaces specified in Item 3
of the Particulars;
Cooling A/C System means the Chilled water for air-conditioning through District Cooling
System maintained and operated by Master Developer;
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Common Use Facilities means those shared areas and facilities within the Master Community
designated as “Common Use Facilities” by the Master Developer from
time to time as more particularly described in the Master Community
Declaration;
Compensation means one per cent (1%) per month on all and any outstanding
amounts under this Agreement (including Master Community Service
Charges payable on the Completion Date where applicable). In
addition if any payments remain outstanding for a period of more than
one calendar month Seller reserves the right to invoke a further penalty
of AED 250 per day charged for each and every day a particular
payment remains outstanding.

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Completion Date means the date upon which the Building Completion Ceertificate is
issued as notified to the Purchaser in the Completion Notice in
accordance with this Agreement. For the avoidance of doubt the
Completion Date may be before or after the Anticipated Completion
Date and will override the same;
Completion Notice means the notice served on the Purchaser specifying the Completion
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Construction Milestone
Date;
means the construction milestones that must be satisfied under
Applicable Law to entitle the Seller to receive each Instalment, as
verified and confirmed by the Project Manager or Relevant Authority;
Contractor means the contractor(s) engaged by the Seller to carry out the Building
Works;
Declaration of Adherence and means the form of declaration of adherence to the Governance
Acknowledgement Documents and/or the other documents referred to therein and
acknowledgement that the Unit has been delivered to the Purchaser in
accordance with this Agreement in the form attached as Schedule 5 as
may be varied by the Seller from time to time;
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Deficiencies has the meaning as defined in clause 4.1(a);
DEWA means the Dubai Electricity and Water Authority or any assignee,
transferee or successor in title to that entity;
Disclosure Statement means the disclosure statement provided to the Purchaser prior to the
Effective Date in accordance with the Jointly Owned Property Law;
Disposal means any sale, transfer, assignment, lease, novation, licence, tenancy
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or other disposal of possession and/or occupation of the whole or any

part of the Unit or any interest in the Unit or this Agreement whether
directly or indirectly (but excludes any Dealing) or any agreement to
do the same and, where the Purchaser is an entity, includes any Change
of Control;
Dispute means any dispute or claim connected with the formation,
performance, interpretation, nullification, termination, or invalidation
of this Agreement or arising out of or related to this Agreement in any
manner whatsoever.
Draft Unit Plan means the draft layout plan of the Unit attached to this Agreement as
Schedule 2, as such plan may be amended by the Seller from time to
time in accordance with this Agreement and the requirements of the
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Relevant Authorities; are

Draft Unit Specification means the draft Unit specification attached to this Agreement as
Schedule 3 subject to change for further improvement within
specifications as such specification may be amended by the Seller
from time to time in accordance with this Agreement;
Effective Date means the date this Agreement is entered into by the Parties as
specified in Item 9;
Ellington Brand means the brand known as “Ellington” owned by the Seller;
Ellington Brand Marks means any trademarks or other marks, brands, logos, interior designs
or other intellectual property belonging to, or licensed to, the Seller

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(or its affiliates) as may be amended and replaced from time to time;
Ellington Brand Standards means the brand standards required by the Seller from time to time
which shall at all times be commensurate with those operated by the
Seller in other similar residential development;
Entitlements means the proportionate entitlement allocated to a Unit that represents
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Escrow Account
Escrow Account Law
the share of ownership in the Building Common Areas relating to such
Unit as determined in accordance with the Jointly Owned Property
Law;
means the bank account specified in Item 7.
means Dubai Law No. 8 of 2007 regarding Trust Accounts for Real
Estate Buildings in the Emirate of Dubai;
Escrow Agent means the escrow agent appointed by the Seller to manage and
administer the Escrow Account in accordance with the Escrow
Account Law;
Exclusive Use Rights means the rights of exclusive use granted to any Unit Owner(s) with
respect to designated Building Common Areas in accordance with and
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subject to the Building Mangment Statement and the Governance
Documents;
Final Instalment means the final Instalment of the Purchase Price specified as such in
the Payment Schedule;
Total Unit Area means the total area of the Unit as mentioned in Item 3.
Force Majeure Event means any act of God including fire, flood, earthquake, windstorm or
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other natural disaster; any act of any sovereign including terrorist

attacks, war (whether war declared or not), invasion, act of foreign
enemies, hostilities, civil war, rebellion, revolution, insurrection,
military action, confiscation, nationalisation, or threat of any of the
foregoing; and any other act, matter or cause whatsoever which is
beyond the reasonable control of the Seller; which shall include:
any delay event caused or contributed by any act, omission, negligence
or delay of the Master Developer, any other Relevant Authority, a
Utility Provider, the Contractor and/or any other contractors, sub-
contractors, agents or third party persons or entities including:
(a) any refusal, delay and/or revocation of any license, consent or

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otherwise;
(b) any refusal or delay in acting, approving, supplying,
connecting to and/or completing any of:
(i) the Building;
(ii) (the Building’s related infrastructure and facilities
(including the Utility Plant, the utility conduits, roads,
highways, access ways and/or Building lighting)
including any applicable to the Building; and
(iii) the Utility Services;

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c) labour dispute including strike, lockout or boycott;
d) breach of contract by the Contractor or any contractor or
subcontractor with respect to the Building Works;
e) any event allowing a contractor an extension of time under
any building contract; and
AF f) any delay, hindrance in or failure of the supply or
transportation or any personnel, equipment, machinery,
supply or material required by the Seller or the Contractor for
the Building Works;
and any other act, matter or cause whatsoever which is beyond the
reasonable control of the Seller;
Gas means domestic gas supplied for use in domestic gas appliances;
Gas Supply Agreement means the agreement entered into by the Seller and the Gas Supplier
with respect to the supply of Gas to the Building and the Units (as such
agreement shall be amended or replaced from time to time;
Governance Documents means the Master Community Declaration (if any), the Building JOPD
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and any other document, instrument or agreement Registered or
required to be Registered in respect of the Master Community, the
Building, and/or the Unit in accordance with the Jointly Owned
Property Law or any other Applicable Law. A copy of the Building
JOPD is attached to the Disclosure Statement;
Interim Property Register means the interim property register maintained by the Land
Department in accordance with Law No 13 of 2008 regulating the
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registration of the sale of property ‘off plan’ in the Emirate of Dubai;

Item means an item of the Particulars;
Invitees means any suppliers, contractors, visitors, servants, agents, patrons,
guests, non-resident family members and employees;
Jointly Owned Property has the meaning as prescribed to it in the Jointly Owned Property
Law;
Jointly Owned Property Law means Law No. (27) of 2007 On Ownership of Jointly Owned
Property in the Emirate of Dubai and includes any regulations and
decisions issued by the chairman of the Land Department from time
to time pursuant to Article 32 of such Law;

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Land Owner means the owner of the Plot of the land upon which the Building is
being constructed being Central Park Ventures Limited;
Lease means any lease, license, rental or other occupational rights with
respect to the Unit or any grant of the foregoing;
Licensed Surveyor means a surveyor appointed by the Seller that is licensed by the
Relevant Authorities and registered with the Dubai Land Department
in accordance with the Jointly Owned Property Law;
Occupier means any person or entity using or occupying a Unit (including any
Unit Owner, tenant, family member or mortgagee in possession) and
“Occupiers” shall be construed accordingly;

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Oqood Pre-Registration System means the interim pre-registration system operated by the Land
Department in respect of the registration of sale and purchase
agreements for ‘off-plan’ properties on the Interim Property Register;
Particulars means the particulars of sale relating to the Unit as contained in this
Agreement under the heading “Particulars of Sale”, and which shall
be considered an integral and binding part of this Agreement;
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Parties

Payment Schedule
Permitted Use
means collectively the Seller and the Purchaser and “Party” means
either one of them as the context so permits;
means the payment schedule attached as Item 5;
means the permitted use of the Unit as specified in Item 6;
Plot means the Plot specified in the Particulars;
Project Manager means the Seller’s nominated project manager appointed from time to
time by the Seller in respect of the Building Works or such other party
nominated by the Seller to manage the defect rectification process
should this not be within the scope of the Seller’s nominated project
manager;
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Purchase Price means the purchase price of the Unit as specified in Item 4;
Purchaser means the Purchaser named in Item 2 including where relevant its
heirs, personal representatives, successors and permitted assigns;
Registration Fees means any and all fees, charges or other costs or expenses payable to
the Land Department or any other applicable registry in respect of the
transfer and registration of ownership and title to the Unit in
accordance with this Agreement;
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Relevant Authority means the Government of the Emirate of Dubai or the UAE, as the
case may be, or any person or entity relating to or acting in connection
with the Government of the Emirate of Dubai or the UAE having any
jurisdiction or authority over the Building, or the Unit, including any
ministry, department, municipality, local authority and/or service
providers approved by the Seller (including the Seller, the Dubai
Municipality, the Dubai Land Department, Real Estate Regulatory
Agency (RERA) and/or any Utility Provider and/ or Developer as the
case may be);
Seller means the seller named in Item 1 or, an Affiliate of the seller named
in Item 1 nominated by the Seller from time to time;

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Seller’s Administration Fee means the fee payable to the Seller on any Disposal in accordance with
this Agreement. Subject to all prevailing Applicable Laws, the
Seller’s Administration Fee shall be determined by the Seller in its
absolute discretion and may increase from time to time in accordance
with market practices. The current Seller’s Administration Fee is
AED 5,000 plus any additional Registration Fees that may be payable
in respect of the Disposal or partial Disposal of the Unit;
Shared Occupancy Plan means any occupancy plan that provides for:
(a) any division of the Unit on a time increment basis of
chronological periods, or any agreement, plan, program or
arrangement under which the right to use, occupy, or possess

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the Unit is accorded to various persons, either corporate,
individual or otherwise on any basis, for value exchanged at
any time, whether monetary or like-kind use privileges,
according to a fixed or floating interval or period of time or
any other period of time, including those products commonly
known as timeshare, fractional, or private Unit clubs;
AF (b) any joint ownership, whether or not ownership is deeded, of
the Unit where unrelated (i.e. non-family) owners share and
enjoy use or occupation of the Unit according to a periodic
(fixed or floating) schedule based on time intervals, points or
other rotational system;
(c) any club or program, the membership of which allows access
and use of one or more properties by its members based on
availability and reservation priorities, commonly known as
destination clubs (equity or non-equity) or vacation clubs; or
(d) any plan or program analogous to the above.
Supplier means any consultant, contractor, tradesperson or the like who
provides services to the Building, or the Units, including operational,
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maintenance, repair and replacement services for the Building and the
Building Common Areas;
Transferee means any person or entity (except for the Purchaser) that receives or
is to receive any whole or partial interest in the Unit pursuant to any
Disposal or Dealing including any purchaser, transferee, assignee,
mortgagee, pledgee, lessee, licensee or the like;
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Unit means the Unit specified in Item 3 (and more particularly depicted and
described in the Draft Unit Plan and Draft Unit Specification, and a
reference to “a Unit” is a reference to all or any of the Units in the
Building including the Unit;
Units means all or any of the Units in the Building including the Unit;
Unit Leisure Facilities means those facilities within the Building Common Areas available
for use by the Unit Owners (and their Occupiers) as detailed in the
Disclosure Statement.
Unit Owner means the owner of a Unit (and any Unit Owner whose Registration
of title is still pending), and “Unit Owners” shall be construed
accordingly;

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Utility Charges means the charges payable in respect of the provision of Utility
Services for the connection, disconnection, consumption or usage of
the Utility Services provided by the Utility Providers to the Building
(including the Unit and the Building Common Areas,) which charges
shall be determined by the Utility Provider from time to time;
Utility Provider means the utility provider(s) nominated by the Seller or a Relevant
Authority from time to time in respect of the Utility Services which
may include the, the Building Owners Association in the event they
provide any Utility Services to the Building;
Utility Services means the utility services provided to the to the Building (including
the Unit, the Building Common by the Utility Providers including

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potable water, cold water, hot water, irrigation water, grey water,
electricity, Cooling A/C System,gas, sewerage and the like as more
particularly described in the Governance Documents;
URL Link Means the web address shown at Item 10 of the Particulars; and
Working Day means any day on which banks in Dubai are open to the public for the
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Part B – Interpretation
transaction of business.

In this Agreement, except where the context otherwise requires, the following rules of interpretation shall
apply:
(a) singular words shall be deemed to include the plural and vice versa;
(b) words importing the male gender shall be deemed to include the female gender and vice versa;
(c) all dates and periods of time shall be determined by reference to the "Gregorian" calendar;
(d) where any notice period referred to in this Agreement expires on a day which is not a Working Day
and/or any action is required to be taken on a day which is not a Working Day, such period shall be
deemed to expire on the next Working Day and/or such action shall be deemed to be required to be
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taken on the next Working Day, as the case may be;
(e) where the words "include", "includes" or "including" are used in this Agreement they shall be deemed
to have the words "without limitation" following them;
(f) any reference to a "person" or an "entity" shall include any and all natural or legal persons including
individuals, associations, bodies, companies, corporations, firms, partnerships or trusts where the
context so requires;
(g) any reference to the Jointly Owned Property Law or to any other Law is a reference to it as it is in force
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for the time being, taking account of any amendment, extension, modification or re-enactment and
includes any subordinate Law for the time being in force made under it; and
(h) clause, paragraph and schedule headings are for convenience only and may not be used in construing
this Agreement or any part of it.

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Schedule 5
Declaration of Adherence and Acknowledgement

THIS DECLARATION OF ADHERENCE AND ACKNOWLEDGEMENT is made BETWEEN the

Seller and the Purchaser as described in the Particulars and on the date of Inspection as per clause 4 of the
Agreement (the Declaration and Acknowledgement).
WHEREAS:
(A) The Parties have entered into a sale and purchase agreement (Agreement) whereby the Seller
agreed to sell and the Purchaser agreed to purchase the Unit subject to the terms of the

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Agreement and the terms of the Governance Documents to be Registered with the Dubai Land
Department in respect of the Building, and the Unit.
(B) In consideration and subject to clause 4.2 the Purchaser confirms that, the Seller has handed
over the Unit to the Purchaser.
(C) The Purchaser acknowledges handover of the Unit upon the conditions set out in the Agreement
and this Declaration and Acknowledgement.
NOW THE PURCHASER AGREES AND DECLARES:
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Acknowledgment of Unit
1.2 The Purchaser has inspected the Unit (or waived its right to inspect the Unit) and hereby
unconditionally and irrevocably accepts the possession of the Unit from the Seller in good
condition ready for occupancy and constructed in accordance with the agreed plans, specifications
and free from any and all defects and deficiencies.
1.3 The Purchaser hereby fully releases and discharges the Seller and its Affiliates, nominees,
representatives and subsidiaries (including past, present and future successors, officers, directors,
agents and employees), from all claims, damages (including general, special, punitive, liquidated
and compensatory damages) and causes of action of every kind, nature and character, known or
unknown, fixed or contingent, which the Purchaser may now have or the Purchaser may ever
had arising from or in any way connected in respect of the Unit.
1.4 The foregoing acceptance, release and discharge is without prejudice to the provisions contained
in the Agreement regarding rectification of any defects in the Unit by the Seller following the
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Actual Completion Date.
1.5 The Purchaser acknowledges and agrees that all utilities provisions within the Unit have been
provided and that it is the sole responsibility of the Purchaser that utilities, including air
conditioning within the Unit are utilised to ensure minimal effects of damage due to the
prevailing weather conditions in the UAE. The Purchaser acknowledges and agrees that the lack
of utilities within the Unit could result in damage to the Unit including due to heat and resulting
condensation and that leaving the Unit not air-conditioned for long periods, especially during
summer months, may result in damage to the woodwork/joinery, flooring, false ceilings, wall
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paint and appliances. The Purchaser hereby fully releases and discharges the Seller and any of
its nominees or representatives or subsidiaries from all claims, damages and causes of action
arising from this effect.

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