AMWAJ TOWERS UNIT SALE AND PURCHASE AGREEMENT Dated 1 MIDEIN UMM AL QUWAIN REAL ESTATE LLC AS THE SELLER 2 AS THE PUR

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					           AMWAJ TOWERS UNIT SALE AND PURCHASE AGREEMENT



Dated



(1)   MIDEIN UMM AL QUWAIN REAL ESTATE LLC AS THE SELLER



(2)                                              AS THE PURCHASER




CUSTOMER CODE

UNIT REF




                   AMWAJ TOWERS, UMM AL QUWAIN

                        UNITED ARAB EMIRATES

                 UNIT SALE AND PURCHASE AGREEMENT




                                  1
                                                                                   Amwaj Towers Unit Sale and Purchase Agreement



                                                           CONTENTS

Clause                                                                                                                                Page



1.        Interpretation .................................................................................................................. 1
2.        The Amwaj Towers........................................................................................................ 5
3.        The Sale ......................................................................................................................... 5
4.        Purchase Price and Payment .......................................................................................... 5
5.        Possession and Risk ....................................................................................................... 6
6.        Transfer of Title to the Unit ........................................................................................... 6
7.        Purchaser's Interest in the Common Property ................................................................ 7
8.        Seller’s General Covenants ............................................................................................ 7
9.        Purchaser’s Acknowledgements and Undertakings ....................................................... 8
10.       Amwaj Towers Association .......................................................................................... 9
11.       Variations ....................................................................................................................... 9
12.       Assignment .................................................................................................................. 10
13.       Indemnity ..................................................................................................................... 10
14.       Termination .................................................................................................................. 10
15.       Force Majeure .............................................................................................................. 12
16.       General ......................................................................................................................... 12
17.       Notices ......................................................................................................................... 13
18.       Dispute Resolution ....................................................................................................... 13
19.       Governing Law and Jurisdiction .................................................................................. 13
20.       Effective date ............................................................................................................... 14
Schedule 1 Drawing ................................................................................................................. 15
Schedule 2 Draft Constitution.................................................................................................. 16
Schedule 3 Draft Declaration ................................................................................................... 17




                                                                   -i-
                                        Amwaj Towers Unit Sale and Purchase Agreement



                       PARTICULARS


1.   Date              :



2.   Seller            : MIDEIN UMM AL QUWAIN REAL ESTATE
                         LLC of P.O. Box 4499, Umm Al Quwain, United
                         Arab Emirates; Tel. No. +971 6766 3610; Fax
                         No. +971 6766 3510; Email address:        ;
                         Attention:



3.   Purchaser         :



      Name:            :

      Nationality      :

      Date of Birth    :

      Passport No      :

      Date of Issue    :

      Date of Expiry   :

      Address          :




      Phone Number     :

      Mobile Number    :

      Fax Number       :

      Email            :
                                                  Amwaj Towers Unit Sale and Purchase Agreement



4.   Joint Purchaser       :

      Name:                :

      Nationality          :

      Date of Birth        :

      Passport No          :

      Date of Issue        :

      Date of Expiry       :

      Address              :




      Phone Number         :

      Mobile Number        :

      Fax Number           :

      Email                :



5.   Unit identification       Tower:

                               Floor no.:

                               Unit No:

                               Approximate gross floor             m2
                               area:

                               No. of bedrooms




6.   Purchase Price        : AED

                               AED.
                                         Amwaj Towers Unit Sale and Purchase Agreement



7.   Payment Schedule

Payment       Amount    :   % Purchase Price             Instalment Date

                                 [•]%              [To match the instalments
                                                   set out in the Reservation
                                                   Agreement]

                                 [•]%              [To match the instalments
                                                   set out in the Reservation
                                                   Agreement]

                                 [•]%              [To match the instalments
                                                   set out in the Reservation
                                                   Agreement]

                                 [•]%              [To match the instalments
                                                   set out in the Reservation
                                                   Agreement]

                                 [•]%              [To match the instalments
                                                   set out in the Reservation
                                                   Agreement]

                                 [•]%              [To match the instalments
                                                   set out in the Reservation
                                                   Agreement]

                                 [•]%              [To match the instalments
                                                   set out in the Reservation
                                                   Agreement]

                                 [•]%              [To match the instalments
                                                   set out in the Reservation
                                                   Agreement]
                                                           Amwaj Towers Unit Sale and Purchase Agreement



THIS AGREEMENT is made on the date set out in Item 1 of the Particulars

BETWEEN:

(1)   The Seller named in Item 2 of the Particulars; and

(2)   The Purchaser named in Item 3 of the Particulars.

IT IS AGREED as follows:

1.     INTERPRETATION

1.1    Definitions

       In this Agreement:

       "Affiliate" means, with respect to a given person, a person controlling, controlled by
       or under the common control with such person. For the purposes of this definition, the
       term "control" shall mean the ability to control, direct or materially influence the
       decisions, actions and/or policies of the given person.

       "Agreement" means this Agreement including the Particulars and the Schedules
       hereto.

       "Amwaj Towers" means the Plot and the Building and all facilities to be developed
       on the Plot.

       "Amwaj Towers Plan" means the plan of the Plot and the Building attached hereto as
       Schedule 1.

       "Applicable Law" means the laws enacted or to be enacted either in the Emirate of
       Umm Al Quwain or by the Federal Government of the UAE, including laws
       concerning the registration and ownership of freehold, leasehold, right of usufruct,
       right of musataha, strata title or any other real property rights and legal interests in
       property in the Emirate of Umm Al Quwain and any other relevant laws, decrees
       and/or regulations that are enacted before or after the date of this Agreement, in each
       case whilst such laws are in full force and effect.

       "Association" means the Amwaj Towers Association, an association of all the
       Owners in Amwaj Towers formed or to be formed pursuant to Article 1197(1) of the
       Civil Code.

       "Building" means Dana and Morjan towers to be constructed on the Plot, as shown on
       the Amwaj Towers Plan.

       "Business Day" means a calendar day other than a Friday, Saturday or those days
       designated as national holidays in the Emirate of Umm Al Quwain under the
       Applicable Law.

       "Civil Code" means the Federal Law No. 5 of 1985 (as amended) in respect of Civil
       Transactions for the United Arab Emirates.




                                              -1-
                                                Amwaj Towers Unit Sale and Purchase Agreement



"Common Property" means those parts of Amwaj Towers from time to time located
within the Master Community which are identified by the Master Developer as being
areas under the administration, control, maintenance and management of the Master
Developer for the benefit of the Owners.

"Completion Date" means the date upon which construction of Amwaj Towers is
certified as complete by the Project Manager.

"Constitution" means the Constitution of the Association which will be based on the
draft which is attached to this Agreement at Schedule 2 and which may be amended
from time to time and when finalised shall be binding upon the Purchaser.

"Declaration" means the declaration of the Master Community, which will be based
on the draft which is attached to this Agreement at Schedule 3 and which may be
amended from time to time and when finalised shall be binding on the Purchaser.

"Drawing" means the floor plan for the Unit, attached to this Agreement at Schedule
1.

"Force Majeure" means fire, storm, tempest, and other extreme adverse weather
conditions, was, hostilities, rebellion, revolution, insurrection, military or usurped
power, civil war, labour lock-outs, strikes and other industrial disputes, riot,
commotion, disorder, the act of any government or Relevant Authority after the date
of this Agreement (including refusal or revocation of any licence (consent or
otherwise), non-availability of material or equipment (save if, and to the extent that,
such non-availability could have been avoided by the exercise of reasonable foresight.

"Group Company" means, with respect to a Party, any holding company, subsidiary
or entity affiliated with such Party and any entity that is a subsidiary of any such
holding company, subsidiary or entity.

"Land Department" means the Land and Property Department of the Government of
Umm Al Quwain.

"Master Community" means the entire master community known as Amwaj Resort
being developed on land located in Umm Al Quwain, UAE as more fully identified in
the Master Plan or any amendment thereof and includes all and any extensions which
may be designated by the Master Developer from time to time.

"Master Developer" means Midein Umm Al Quwain Real Estate LLC in such
capacity, the developer of the Master Community or any other entity that may assume
responsibility for the development and/or management of the Master Community.

"Master Plan" means the plan of the Master Community annexed to the Declaration.

"Net Internal Area" means the net internal area measured in square metres as
calculated in accordance with the RICS Code of Measuring Practice, 6th Edition or
any replacement or equivalent code from time to time adopted by the Master
Developer (rounded up to the nearest whole number, where applicable).

"Owner" means a party holding a freehold interest or a right of usufruct in a property
within the Master Community, including an owner whose title registration is pending,


                                     -2-
                                                 Amwaj Towers Unit Sale and Purchase Agreement



and including his heirs, successors and assigns, and including the Master Developer if
applicable.

"Particulars" means the particulars as listed at the beginning of this Agreement
which form part of this Agreement.

"Participation Quota" means, in respect of any Owner, the percentage share of the
expenses and outgoings incurred by or on behalf of the Master Developer for the
management, insurance, maintenance and control of the Common Property from time
to time allocated to and payable by that Owner as determined by the Master
Developer in its discretion as a fair proportion, taking into account (i) the prescribed
use and the relative position of the Unit owned by that Owner and (ii) the proportion
(expressed as a percentage) which the Net Internal Area of the Owner's Unit bears to
the total Net Internal Area of Amwaj Towers (it being understood that the aggregate
of all applicable percentages at any time shall always be 100%).

"Parties" means collectively the Seller and the Purchaser, and "Party" means either
of them.

"Payment Schedule" means the payment schedule as set out in item 6 of the
Particulars.

"Plot" means a parcel of land identified as Plot No.2, Sector 101, Block 11, Umm al
Quwain and filed at the Land Department under file no. 2468 and shall include any
additional land purchased for the purpose of extending the Master Community.

"Project Manager" means the project manager for the Amwaj Towers project
appointed by the Seller to act as such from time to time.

"Property" means a freehold interest in the Unit together with an interest in an
undivided share in the Common Property granted to the Owner, pursuant to clause 7
and the Owner's membership in the Association, in common with the other Owners.

"Property Law" means Law No. 3 of 2006 Regarding Real Property in the Emirate
of Umm Al Quwain.

"Purchase Price" means the purchase price of the Property as set out in item 5 of the
Particulars.

"Purchaser" means the Purchaser named in item 3 of the Particulars including his
heirs, successors-in-title and permitted successors or assigns.

"Regulatory Body" means a regulatory authority established or to be established
pursuant to Applicable Laws, which regulatory authority shall become the owner of
and/or responsible for the Common Facilities and take over the management,
maintenance, administration and control of the Master Community.

"Relevant Authority(ies)" means, as the context requires:

(a)    the Federal Government of the UAE and its agencies;

(b)    the Government of the Emirate of Umm Al Quwain and its agencies;



                                      -3-
                                                         Amwaj Towers Unit Sale and Purchase Agreement



      (c)     the Lands Department and/or any other ministry, department or local authority
              having jurisdiction over the Master Community or any matter in connection
              with the Master Community; and

      (d)     any service provider prescribed or approved by the Seller and having
              jurisdiction over the Master Community (including the relevant utility
              authorities or providers).

      "Seller" means the Seller named in item 2 of the Particulars including its successors-
      in-title, successors and assigns.

      "Service Charges" means the annual charge levied by the Seller upon each Owner as
      its proportional contribution to the costs of the management, administration,
      maintenance and control of Amwaj Towers and the Master Community as provided
      for in clause 9.2.

      "Unit" means the apartment as set out and more fully described in item 4 of the
      Particulars.

      "UAE" means the United Arab Emirates.

1.2   Interpretation

      1.2.1   Use of the singular shall include the plural and vice versa and any one gender
              includes the other genders and any reference to "persons" includes natural
              persons, firms, partnerships, companies and corporations.

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

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

      1.2.4   When any number of days is prescribed in this Agreement, the same shall be
              reckoned exclusively of the first and inclusively of the last day unless the last
              day falls on a Friday, Saturday or proclaimed public sector holiday in the
              UAE, in which event the last day shall be the next succeeding day which is not
              a Friday, Saturday or proclaimed public holiday.

      1.2.5   The words "include" or "including" are deemed to be followed by "without
              limitation" or "but not limited to" whether or not they are followed by such
              phrases or words of like import.

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

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




                                             -4-
                                                      Amwaj Towers Unit Sale and Purchase Agreement



      1.2.8   The expression "Master Developer" shall include any Group Company of the
              Master Developer and any Regulatory Body or other permitted assignee under
              this Agreement.

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

2.    THE AMWAJ TOWERS

2.1   The Purchaser acknowledges and understands that Midein Umm Al Quwain Real
      Estate LLC is the Master Developer of the Master Community and that the Master
      Community will be developed into a homogeneous residential, commercial and
      leisure complex, where certain facilities and amenities will be used in common by the
      Owners.

2.2   The Purchaser acknowledges that for the proper and convenient management of the
      Amwaj Towers, an Association has been or will be formed pursuant to Article 1197
      (1) of the Civil Code and the Applicable Law and which shall be deemed to be
      established from the date on which any person other than the Seller becomes an
      Owner of a unit in the Building. The Association shall be responsible for the
      enforcement of the Constitution to ensure the proper management, administration,
      maintenance and control of the Amwaj Towers for the benefit of all Owners. The
      Purchaser shall be a member of the Association. The Purchaser acknowledges that the
      powers and functions of the Association may be delegated to the Seller or its nominee
      in its capacity as the first manager in terms of the management agreement which is
      attached to the Constitution for a period of ten (10) years from the date of the
      formation of the Association or such longer period as may be permitted under the
      Applicable Law.

2.3   The Purchaser acknowledges that for the proper and efficient management,
      administration, maintenance and control of the Master Community, including the
      Common Facilities, mutually beneficial restrictions shall be imposed on all the
      properties in the Master Community under the Declaration, which Declaration
      establishes a mutually beneficial scheme for the management, administration,
      maintenance and control of the Master Community.

3.    THE SALE

      The Seller hereby agrees to sell, and the Purchaser hereby agrees to purchase the
      Property on the terms and subject to the conditions of this Agreement.

4.    PURCHASE PRICE AND PAYMENT

4.1   The Purchaser shall pay the Purchase Price to the Seller free of exchange and bank
      charges and without any deduction or set-off in instalments in accordance with
      the Payment Schedule.

4.2   Without prejudice to the Seller's other rights pursuant to this Agreement, in the event
      of the non-payment on the due date of any amounts payable by the Purchaser in
      accordance with the Payment Schedule, the Purchaser shall pay an administration fee



                                           -5-
                                                        Amwaj Towers Unit Sale and Purchase Agreement



      in respect of the delay at the rate of one percent (1%) per month of the unpaid
      amounts, calculated from the due date of such amounts (as set out in the Payment
      Schedule) to the date when actual payment is received by the Seller, as pre-estimated
      liquidated damages, which the Parties agree is a true and reasonable pre-estimate of
      the damages that will be suffered by the Seller as a result of the Purchaser's late
      payment.

4.3   Each payment made by the Purchaser to the Seller under this Agreement shall be
      allocated first to pay any amount due under the Purchase Schedule, then to pay any
      other amounts due and payable under this Agreement other than the balance of the
      Purchase Price, and thereafter to the payment of the balance of the Purchase Price.

5.    POSSESSION AND RISK

5.1   Handover of the Unit to the Purchaser shall take place on the Completion Date, from
      which date all risk in respect of the Property shall pass to the Purchaser. The Seller
      shall be entitled to decline to hand over possession of the Unit to the Purchaser if the
      Purchaser has failed to pay the Purchase Price in full or has failed to comply with the
      terms of this Agreement.

5.2   On or before the Completion Date the Seller will allocate and confirm the location of
      the parking bay for the exclusive use of the Purchaser. The Seller shall use
      commercially reasonable endeavours to locate the parking bay in a convenient
      location in relation to the Unit, but the Purchaser shall not be entitled to object to the
      location of the parking bay.

6.    TRANSFER OF TITLE TO THE UNIT

6.1   If the Purchaser is in compliance with the terms of this Agreement, the Seller shall
      transfer title to the Unit to the Purchaser as soon as reasonably practicable after the
      Completion Date. The transfer to the Purchaser shall be made by a separate
      instrument in Arabic in a form acceptable to the Seller and suitable for registration
      with the Land Department.

6.2   If the Declaration has not been registered against title to the Unit prior to the date of
      transfer to the Purchaser, the transfer instrument shall contain a covenant by the
      Purchaser to comply with the terms of the Declaration and to cause any subsequent
      transferee of the Property to execute a deed of adherence to the Declaration.

6.3   The Purchaser shall pay all reasonable and proper costs of and incidental to the
      registration of transfer of title to the Unit in the name of the Purchaser at the Land
      Department.

6.4   The Purchaser shall accept transfer of title to the Unit subject to (i) easements and
      restrictions benefiting or burdening the Unit permitted by the terms of this
      Agreement, the Declaration or the Master Plan or imposed by the Seller (acting
      reasonably) and/or any Relevant Authority, including any easements or rights of way
      in connection with the provision and maintenance of infrastructure and utilities to the
      Building or to other parts of the Master Community; and (ii) the reservation of
      mineral rights in favour of the Government of the UAE pursuant to Applicable Law,
      but otherwise free from any encumbrances and with vacant possession; provided that



                                            -6-
                                                        Amwaj Towers Unit Sale and Purchase Agreement



      the benefits of the easements contained in the Declaration shall only come into effect
      and be available to the Purchaser on and from the Completion Date.

6.5   The Seller represents and warrants to the Purchaser that the Seller is empowered to
      transfer title to the Unit to the Purchaser on the terms of this Agreement.

7.    PURCHASER'S INTEREST IN THE COMMON PROPERTY

7.1   In conjunction with the Purchaser's acquisition of the Unit, the Seller shall grant to the
      Purchaser an interest in an undivided share in the Common Property. The Purchaser's
      interest in the undivided share in the Common Property will be granted pursuant to
      the Purchaser's membership of the Association.

7.2   The Seller will, as soon as reasonably practicable after the later of (i) the Completion
      Date and (ii) the formation of the Association for Amwaj Towers pursuant to Article
      1197(1) of the Civil Code, grant a right of usufruct to the Association in respect of the
      Common Property in a form to be determined by the Seller (the "Usufruct").

7.3   The Seller shall grant the Usufruct for a term of 99 years or, if less, the maximum
      term permitted under Applicable Law, for a nominal rent, being the least
      consideration permitted by the Applicable Law.

7.4   If all the Owners in the Master Community are permitted at any time by the
      Applicable Law to own a freehold interest in common in the Plot, the Seller shall use
      its reasonable endeavours to transfer to the Association, on behalf of the Owners, a
      freehold interest in an undivided share in the Common Property in place the Usufruct.

7.5   Upon becoming the owner of the Unit, the Purchaser shall be permitted to exercise
      those rights over the Common Property, in accordance with the provisions of the
      Constitution and the Declaration, that are necessary for the Purchaser's enjoyment of
      the Unit.

8.    SELLER’S GENERAL COVENANTS

8.1   The Seller undertakes to procure that the Unit will be built substantially in accordance
      with the Drawing and in a good and workmanlike manner in accordance with
      accepted building practices, with good quality materials and in accordance with the
      requirements of the Relevant Authorities.

8.2   The Seller may complete the construction of Amwaj Towers in such phases as the
      Seller deems appropriate, in a good and workmanlike manner in accordance with
      accepted building practices.

8.3   The Seller shall, where practicable, obtain and assign to the Purchaser the benefit of
      any manufacturer’s warranties in respect of any fixtures or fittings installed by or on
      behalf of the Seller in the Unit.

8.4   The Seller shall within a reasonable period of time rectify any minor defective works,
      any defects with the fixtures and fittings in the Unit (including mechanical, plumbing
      and electrical works) for a period of twelve (12) months from the Completion Date.




                                            -7-
                                                        Amwaj Towers Unit Sale and Purchase Agreement



8.5   If at any time within a period of ten (10) years after the Completion Date any
      structural defects manifest themselves in the Unit which adversely impact the use and
      enjoyment by the Purchaser of the Unit, then the Seller shall procure that such works
      as are necessary to remedy such defects shall be carried out, within such period as
      shall be reasonable (having regard to the nature of the works), at the cost and expense
      of the Seller.

8.6   The Seller shall construct or procure the construction of infrastructure, roads,
      pathways, lighting, waterways, landscaping and facilities on the Common Property
      substantially in accordance with the Amwaj Towers Plan.

9.    PURCHASER’S ACKNOWLEDGEMENTS AND UNDERTAKINGS

9.1   The Purchaser shall be responsible for and pay for water, electricity, gas, sewage,
      chilled water, telephone, parking and other utility connection and consumption
      charges, all charges imposed directly by any utility provider and authorities for these
      services to the Unit and any property or local authority taxes levied on the Unit from
      the Completion Date. If utilities are arranged or provided to the Purchaser through
      the Owner or the Association (rather than directly by relevant utilities provider(s)),
      the Purchaser shall reimburse the Owner or the Association (as the case may be) on
      demand all consumption or usage charges.

9.2   The Purchaser shall pay the Service Charges in respect of the Unit from the
      Completion Date in accordance with the Constitution and acknowledges that the
      Purchaser:

      9.2.1   must contribute towards the common expenses for the maintenance,
              management, administration and control of the Common Property calculated
              in accordance with the Purchaser's Participation Quota and payable to the
              Association in accordance with the provisions of the Constitution. The Seller
              shall deliver to the Purchaser an Estimated Service Charge budget on or about
              the Completion Date; and

      9.2.2   must contribute towards the common expenses for the maintenance,
              management, administration and control of the Master Community calculated
              and payable to the Master Developer in accordance with the provisions of
              the Declaration.

9.3   The Purchaser shall pay to the Seller a deposit in an amount equal to six (6)
      months Service Charges on the Completion Date as security for the performance of
      the Purchaser’s obligations under clauses 9.19.2 to be held by the Seller as a
      continuing security (the "Deposit"). The Seller may apply the Deposit in whole or in
      part towards payment of amounts due by the Purchaser under either or both of
      clauses 9.19.2. If the whole or any portion of the Deposit is so applied, the Seller shall
      notify the Purchaser in writing and the Purchaser shall immediately reinstate the
      Deposit to the original amount. The Purchaser shall not be entitled to set off any
      Service Charges or other amount payable by the Purchaser against the Deposit.

9.4   The Purchaser must use the Property only as a single family private residence and
      must comply in all respects with the Applicable Law now or from time to time in
      force in relation to the Unit.



                                            -8-
                                                         Amwaj Towers Unit Sale and Purchase Agreement



9.5    The Purchaser acknowledges that the construction of Amwaj Towers may be a phased
       development and, from and after the date of this Agreement, the Master Community
       as a whole will be the site of ongoing development and construction, including the
       construction of infrastructure and buildings on behalf of other Owners, and that
       inconvenience may be suffered by the Purchaser as a result of such activities. The
       Purchaser shall have no claim against the Seller or any other Owners or Occupiers for
       any such inconvenience.

9.6    The Purchaser acknowledges that it and all Owners will be required to use a district
       cooling plant serving the Master Community. The Purchaser agree to enter into
       exclusive supply agreement(s) with the operator of the Master Community's district
       cooling plant (as directed by the Seller) as determined under the provisions of the
       Declaration for the exclusive supply of chilled water for air conditioning purposes
       required for the Building at prevailing market rates.

10.    AMWAJ TOWERS ASSOCIATION

10.1   With effect from the date on which any person other than the Seller becomes an
       Owner of a Unit in the Amwaj Towers, an Association shall be deemed to be
       established pursuant to Article 1197(1) of the Civil Code of which the Purchaser and
       every other person who becomes an Owner in the Amwaj Towers shall become a
       member.

10.2   The Purchaser acknowledges and agrees that, upon taking ownership of the Unit, the
       Purchaser shall become a member of the Association for the duration of its ownership
       in the Amwaj Towers and the Purchaser agrees to be bound by the Constitution.

10.3   Every Unit in the Amwaj Towers is sold subject to the terms of the Constitution and
       the Declaration and, where possible under the Applicable Law, the Seller shall take
       steps so that the registration of the Unit at the Land Department will be made subject
       to the terms of the Constitution in the form of a restriction. If this is not possible, the
       Purchaser agrees, for the benefit of the Seller and the other Owners, that the
       Constitution has the form and effect of a restriction and is binding on the Purchaser.

11.    VARIATIONS

11.1   If any of the materials required by the Seller to construct or fit out the Property are not
       readily available within a reasonable time period or at a reasonable cost, the
       Seller may substitute other materials of an equivalent standard and which are
       obtainable that it considers appropriate.

11.2   The Seller may from time to time make any variations to the Amwaj Towers Plan
       and the Drawing that the Seller deems appropriate for aesthetic or technical
       reasons provided that the Seller may not vary the gross floor area of the Unit by more
       than fifteen percent (15%). The Parties acknowledge that whilst the Master Plan and
       the Amwaj Towers Plan have been prepared to be as accurate as possible, those plans
       are not yet finalised and adjustments to the final measurements and to the
       Participation Quota may need to be made. The Purchaser has no right to claim
       compensation from the Seller for any reduction in the gross floor area of the Unit
       unless the reduction exceeds fifteen percent (15%). Any variations which are required




                                              -9-
                                                        Amwaj Towers Unit Sale and Purchase Agreement



       to be made to the gross floor area of the Unit as a result of the Applicable Law will
       not be deemed to be variations for the purposes of this clause.

11.3   The Purchaser shall be permitted to request that the Seller incorporate minor
       variations into the design and specification of the Unit entirely at the Purchaser's cost
       provided that the Purchaser will be required to make such request in writing to the
       Seller at least one (1) month before the Seller commences the construction of the
       superstructure of the relevant tower where the Unit is located. The Seller shall be
       under no obligation to incorporate any design requests and any requested amendments
       incorporated by the Seller shall be entirely at the Seller's discretion having regard to
       all technical, legal and administrative constraints.

12.    ASSIGNMENT

12.1   The Purchaser may not assign or transfer all or any part of its rights or obligations
       under this Agreement without the prior written consent of the Seller.

12.2   If the Seller consents to any assignment by the Purchaser, the Seller’s consent shall be
       given by means of a written assignment in a form acceptable to the Seller, executed
       by the Parties and the assignee. The Purchaser shall pay to the Seller an
       administrative fee, which the Purchaser agrees is fair and reasonable, equal to two
       percent (2%) of the Purchase Price upon execution of the assignment.

12.3   The Seller may assign its rights and obligations under this Agreement to an Affiliate
       by giving written notice of such assignment to the Purchaser and the Purchaser hereby
       consents to any such assignment.

12.4   The Seller may deal with all or any part of its interest in this Agreement in any way
       order to seek and obtain financing and/or for the purpose of entering into finance
       leasing or securitisation transactions or other financing arrangements or corporate
       transactions relating to its interest under this Agreement and any mortgagee, chargee
       or assignee by way of security of the Seller's interest under this Agreement may
       assign the benefit of this Agreement following enforcement of its security.

13.    INDEMNITY

       The Purchaser shall indemnify and hold the Seller harmless against all claims,
       proceedings, costs, damages, expenses and losses in respect of any claims arising
       from, or otherwise in connection with, the Purchaser's alienation or purported
       alienation of the Unit or any part thereof to any party.

14.    TERMINATION

14.1   Events of Purchaser Default

       The Seller may exercise its rights under clause 14.2, subject (where applicable) to the
       provisions of clause 14.4, if any of the following occurs (each a "Purchaser
       Default"):

       14.1.1   the Purchaser defaults in its obligations relating to payment of the Purchase
                Price or any instalment thereof; or




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                                                           Amwaj Towers Unit Sale and Purchase Agreement



       14.1.2   the Purchaser transfers or assigns, or purports to transfer or assign, the Unit or
                any interest in or part thereof in contravention of this Agreement; or

       14.1.3   the Purchaser defaults in any of its other obligations contained in this
                Agreement and fails to remedy the default within sixty (60) days of notice of
                the same from the Seller (unless such default is directly as a result of any
                action or inaction of the Seller).

14.2   Seller's rights and consequences of termination

       At any time after the occurrence of a Purchaser Default the Seller shall be entitled (but
       shall not be obliged) to:

       14.2.1   terminate this Agreement and, in that case, the Seller shall use all efforts to
                resell the Property or, if title to the Unit has passed to the Purchaser, direct the
                Purchaser to use all efforts to resell the Property. If the Property is resold,
                then from the proceeds of resale, after deduction of the expenses of resale, the
                Seller shall be entitled to retain an amount equal to up to twenty five percent
                (25%) of the Purchase Price together with that portion (if any) of the Purchase
                Price due or yet to be paid by the Purchaser to the Seller and the Purchaser
                shall be entitled to the balance of the net proceeds of sale (if any); and/or

       14.2.2   retain and take into account any instalments of the Purchase Price paid by the
                Purchaser up to the date of termination to the extent necessary to meet the
                Seller's reasonable and proper losses; and/or

       14.2.3   confirm that it does not wish to terminate the Agreement as a result of the
                Purchaser Default and, in that case, the Purchaser shall be liable for all losses,
                claims, costs and liabilities arising out of or as a consequence of the Purchaser
                Default and compensate the Seller for any such losses, claims, costs and
                liabilities.

14.3   Notice to Purchaser

       Prior to exercising its right under clause 14.2, the Seller must serve a written notice on
       the Purchaser (i) specifying that a Purchaser Default is outstanding, (ii) giving
       reasonable details of the Purchaser Default, and (iii) stating the right that the Seller
       intends to exercise.

14.4   Seller's other legal rights preserved

       The right of the Seller under clause 14.2 is in addition and without prejudice to any
       other rights of the Seller at law.

14.5   Full and final settlement

       The Purchaser acknowledges that any compensation paid by the Seller to the
       Purchaser pursuant to clause 14.2 shall be in full and final settlement of any claim,
       demand or proceeding of the Purchaser in relation to the termination of this
       Agreement and the Purchaser shall have no other rights or remedies in respect of any
       such termination.




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                                                        Amwaj Towers Unit Sale and Purchase Agreement



15.    FORCE MAJEURE

15.1   No liability for Force Majeure

       Neither Party shall be liable for any failure or delay in performing its obligations
       under this Agreement (except for any payment obligations) due to circumstances of
       Force Majeure which arise after the date of this Agreement.

15.2   Notification

       If either Party considers that any circumstances of Force Majeure have occurred
       which may affect the performance of its obligations under this Agreement, it shall
       notify the other Party thereof as soon as possible and in any event within fourteen (14)
       days after the commencement of such circumstances. The notice shall include full
       and detailed particulars of such circumstances and their effect. The Party giving such
       notice shall (if applicable) notify the other Party of the end of such circumstances of
       Force Majeure within seven (7) days after the end of such circumstances.

15.3   Mitigation

       Upon the occurrence of any circumstances of Force Majeure, both Parties shall take
       all reasonable measures to minimise the effect of such circumstances and shall use all
       reasonable endeavours to continue to perform their obligations under this Agreement
       so far as reasonably practicable.

16.    GENERAL

16.1   No variation

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

16.2   Change in Applicable Law

       In the event of a change in Applicable Law which results in the imposition of value
       added tax or any similar tax that would have the effect of reducing the net amount
       received by the Seller hereunder, the Purchaser shall be required to gross-up its
       payments so that the amounts received by the Seller from the Purchaser pursuant to
       this Agreement are equal to those that would have been received by the Seller in the
       absence of such value added tax.

16.3   No waiver

       No concession or other indulgence granted by the Seller to the Purchaser whether in
       respect of time for payment or otherwise in regard to the terms and conditions of this
       Agreement shall be deemed to be a waiver of the Seller's rights under this Agreement.

16.4   Entire agreement

       This Agreement and the documents referred to herein constitute the entire agreement
       between the Parties relating to the subject matter of this Agreement and supersede all
       statements and documentation which may have been given or delivered to the



                                            - 12 -
                                                          Amwaj Towers Unit Sale and Purchase Agreement



       Purchaser by or on behalf of the Seller prior to the date hereof and all previous verbal
       or written agreements and negotiations between the Parties.

16.5   Time of the essence

       Without prejudice to any provision to the contrary (including any applicable grace
       periods), time shall be of the essence of this Agreement.

16.6   Successors and assigns

       This Agreement will enure to the benefit of and be binding upon the Parties hereto
       and their respective permitted successors and assignees.

17.    NOTICES

       Any notice given under this Agreement shall be in writing and shall be served by
       delivering it personally or sending it by courier or fax or email to the relevant address
       as set out in the Particulars. The Purchaser is required to advise the Seller in writing
       of any change in the Purchaser's relevant address for the purposes of this clause and
       unless otherwise advised and provided with an alternative address, the address set out
       in the Particulars shall be deemed to be the correct address for the Purchaser for the
       purposes of this clause. Any such notice shall be deemed to have been received if they
       are sent to the address:

       17.1.1   if delivered personally, at the time of delivery;

       17.1.2   in the case of courier delivery, on the date of delivery as evidenced by the
                records of the courier; or

       17.1.3   in the case of a fax or email delivery, at the time of transmission as evidenced
                by the transmission receipt of the fax or the time-stamp of the email,

       provided in each case that such day is a Business Day in the place of receipt (in the
       event that it is not, delivery shall be deemed to have been made on the next Business
       Day).

18.    DISPUTE RESOLUTION

       In the event of any dispute or difference arising between the Parties out of or relating
       to this Agreement or to any breach of this Agreement, the Parties shall endeavour to
       settle such dispute or differences. To this effect they shall consult and negotiate with
       each other, in good faith and understanding of their mutual interests to reach a just
       and equitable solution satisfactory to both Parties.

19.    GOVERNING LAW AND JURISDICTION

       This Agreement and the rights of the Parties hereunder shall be governed by the laws
       of Umm Al Quwain and the federal laws of the United Arab Emirates and the Parties
       agree that any legal action or proceeding with respect to this Agreement shall be
       subject to the exclusive jurisdiction of the Courts of the Emirate of Umm Al Quwain,
       United Arab Emirates.




                                              - 13 -
                                                    Amwaj Towers Unit Sale and Purchase Agreement



20.   EFFECTIVE DATE

      This Agreement shall be effective and binding upon the Parties on the date stated at
      the beginning of this Agreement.

Signed on this ________ day of _________________, 2009:

MIDEIN UMM AL QUWAIN REAL ESTATE LLC


By:   _________________________________
      Seller's authorised signatory

Name: ___________________________

Designation: ______________________


Company Stamp:


Signed on this ________ day of _________________, 2009:




By:   _________________________________
      Purchaser's authorised signatory

Name: ___________________________

Designation: ______________________


Company Stamp:




                                         - 14 -
             Amwaj Towers Unit Sale and Purchase Agreement



SCHEDULE 1
 DRAWING




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                Amwaj Towers Unit Sale and Purchase Agreement



    SCHEDULE 2
DRAFT CONSTITUTION




       - 16 -
               Amwaj Towers Unit Sale and Purchase Agreement



    SCHEDULE 3
DRAFT DECLARATION




      - 17 -

				
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Description: Purchase Agreement Uae document sample