South Majesty

Draft Deed of Agreement

22.07.2023

20.01.2024

DEED OF AGREEMENT

This Deed of Agreement is made this the ............... day of ................ Two Thousand and
Twenty Four.

BETWEEN
SOUTH BREEZE HOUSING (PVT.) LIMITED, a private limited company incorporated under the
Companies Act 1994 and having its registered office at Building No.5, 12th Floor, Road No.11,
Block–G, Banani, Dhaka-1213, Bangladesh represented by its Managing Director Anisur
Rahman Khan, son of late M. Abdur Rouf Khan, hereinafter referred to as “the Developer”
which expression where the context so admits shall mean and include its successors-in-interests,
legal representatives and assigns of the ONE PART.

AND

(1) DEBASHISH SAHA, son of Tejendra Nath Saha and Basona Rani Saha, date of birth:
08.11.1977, National ID No. 327 373 1368, by faith a Sonaton, by occupation a Teaching and by
nationality a Bangladeshi and (2) BOBI SAHA, wife of Debashish Saha, daughter of Sunirmal
Chandra Saha and Maya Saha, date of birth: 02.01.1975, National ID No. 283 940 6283, by faith
a Sonaton, by occupation a Housewife and by nationality a Bangladeshi, both of Flat No. 2B,
House No. 34/A, Road No. 9/A, Dhanmondi R/A, Dhaka-1209, hereinafter referred to as “the
Purchasers” which expression where the context so admits shall mean and include their legal
heirs, legal representatives and assigns of the OTHER PART.

WHEREAS by virtue of an Indenture of Lease executed on the 27th day of July 1955 by and
between the Governor of the then East Bengal as the Lessor and late M. Noman son of late Khan
Bahadur M. Irfan, as the Leasee a plot of land measuring more or less 1 (one) bigha and situated
in Dhanmondi Residential Area, Dhaka was transferred by way lease to the aforesaid
late M. Noman for a period of 99 (ninety nine) years commencing from the 27th July 1955 and
the said indenture of lease was given the number 3791 on its registration (and the plot of land is
described in details in Schedule ‘A’ set out below and hereinafter referred to as “the
Schedule ‘A’ Land”);

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AND WHEREAS after the acquisition of the ownership of ‘the Schedule ‘A’ Land’ the said
M. Noman constructed a building thereon;

AND WHEREAS the said M. Noman died in the year 1965 and at his death he left his wife
Mrs. Ayesha Noman, four sons M. Shahed Noman, M. Zahed Noman, M. Khaled Noman and
M. Rashed Noman and a daughter Rezina Jafrin as his legal heirs to succeed to his estate;

AND WHEREAS while the said six legal heirs of late M. Noman were jointly enjoying the
ownership and possession of ‘the Schedule ‘A’ Land’, one of them, that is, Mrs. Ayesha Noman
died on the 31st December 1991 and at her death she left the aforesaid four sons and one
daughter as her legal heirs;

AND WHEREAS while the said M. Shahed Noman, M. Zahed Noman, M. Khaled Noman,
M. Rashed Noman and Rezina Jafrin were jointly owning and possessing ‘the Schedule ‘A’
Land’ and other plots of land inherited by them from their father late M. Noman, M. Zahed
Noman instituted a suit being Title Suit No. 83 of 1993 in the 3rd Court of the then Sibordinate
Judge, Dhaka for the partition of four plots of land including the Schedule ‘A’ Land among the
five persons referred to above;

AND WHEREAS the aforesaid Title Suit No. 83 of 1993 was disposed of by the Court on the
basis of a joint petition of compromise between the plaintiff and the defendants of the suit AND
by Order No. 5 passed on 24.11.1993 the suit was ordered to be decreed in terms of the solenama
and the solenama was made part of the decree;

AND WHEREAS in terms of the decree dated 24.11.1993 ‘the Schedule ‘A’ Land’ fell in the
shares of M. Shahed Noman, M. Zahed Noman, M. Khaled Noman and M. Rashed Noman;

AND WHEREAS on the death of the said M. Shahed Noman his wife and two sons namely
Mrs. Jabeen Noman, Marzuq Noman and Shahrukh Noman became entitled to the share of late
M. Shahed Noman in ‘the Scheduled ‘A’ Land’;

AND WHEREAS a Senior Assistant Secretary, the Ministry of Housing and Works, the
Government of Bangladesh, issued a memo being ¯§viK bs- kvLv-6/Gj-95/304 dated the
19th February 1995 communicating to the owners that their names had been recorded through
mutation in the Ministry as the owners of the Schedule ‘A’ Land;

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AND WHEREAS following the death of the said late M. Shahed Noman the Owners applied to
the Ministry for the substitution of the names of the legal heirs of late M. Shahed Noman through
fresh mutation for late M. Shahed Noman, a Senior Assistant Secretary of the Ministry of
Housing and Public Works by a memo being ¯§viK bs- kvLv-7/Gj avb-94/583, dated the
4th April 2012 communicated to the owners named above that the names of all the six owners
had been recorded as the lessees of the Schedule ‘A’ Land in the books of record at the Ministry.

AND WHEREAS while the Owners were exercising all rights of the ownership the possession of
‘the Schedule ‘A’ Land’ peacefully and without any interruption from any quarters they mutually
agreed to develop ‘the Schedule ‘A’ Land’ into a high-rise modern apartment complex;

AND WHEREAS the real estate developer South Breeze Housing (Pvt.) Limited, on learning of
the desire of the owners, carried out negotiations with them and an agreement was reached
between the owners and the Developer for undertaking the implementation of a project involving
the construction of a multi-storied apartment complex on the Schedule ‘A’ Land upon terms and
conditions set forth in deeds of agreement, namely a deed of agreement dated the 1st January
2013 (between Zahed Noman, Khaled Noman, Mrs. Jabeen Noman and Marzuq Noman and the
Developer) a deed of agreement dated the 23rd January 2013 (between Shahrukh Noman and the
Developer), a deed of agreement dated the 27th January 2013 (between Rashed Noman and the
Developer);

AND WHEREAS under the terms of the contract contained in the aforesaid deeds of agreement
the Owners of the Schedule ‘A’ Land executed and registered three Irrevocable Powers of
Attorney, namely on the 1st January 2013 (by Khaled Noman), on the 27th January 2013 (by
Rashed Noman), on the 23rd January 2013 (by Zahed Noman, Mrs. Jabeen Noman, Marzuq
Noman and Shahrukh Noman);

AND WHEREAS under the terms of the contract made between the Owners and the Developer a
total of the 35 (thirty five) apartments are to be constructed by the Developer on the Schedule
‘A’ Land and out of the thirty five apartments 17 (seventeen) apartments are reserved for the
Developer along with proportionate shares of the Schedule ‘A’ Land and car parking spaces;

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AND WHEREAS the following apartments are reserved for the Developer with the contractual
right to transfer or sell the same to any Purchaser:
i) 2 (two) duplexes to built comprising the 12th and 13th floors (North Block & South
Block) and a simplex apartment (Middle Block) of the building.
ii) 3 (three) apartments on the 9th floor
iii) 3 (three) apartments on the 7th floor
iv) 3 (three) apartments on the 5th floor
v) 3 (three) apartments on the 3rd floor
vi) 2 (two) apartments (Middle Block & South Block) on the 1st floor
along with 50% of the common facilities or common spaces ADN 50% of the parking
spaces on the two basements.
AND WHEREAS under the Irrevocable General Powers of Attorney mentioned above various
powers and authorities conferred upon the Developer to carry out construction work in all
respects along with the power to transfer or sell the apartments reserved for the Developer under
the contractual arrangement between the Owners and the Developer;

AND WHEREAS by the issue of a memo being Memo No. kvLv-7/Gj avb-94/703 dated
28.04.2013 the Senior Assistant Secretary, the Ministry of Housing and Public Works
communicated the approval of the aforesaid powers of attorney by the Ministry;

AND WHEREAS the plan for the multi-storied residential building now under construction on
the Schedule ‘A’ Land was approved on 17.01.2016 by the Rajdhani Unnayan Kartripakkha and
the grant of the approval was communicated to the Owner by a memo being Memo No.
ivRDK/bAA/Avi3wm-5/3-301/15/06 ¯’vt, ZvwiL-17/01/2016Bs;

AND WHEREAS the plan for the 14 (fourteen) storied residential building now under
construction on the Schedule ‘A’ Land was approved on 27.02.2023 by the Rajdhani Unnayan
Kartripakkha and the grant of the approval was communicated to the Owner by a memo being
Memo No. 25.39.0000.116.34.258.21, ZvwiL-27/02/2023Bs;

AND WHEREAS the Purchasers expressed their interest to buy an apartment in the multi-storied
building now under construction on ‘the Schedule ‘A’ Land’ and for the said purpose the
Purchasers held negotiations with the Developer;

AND WHEREAS after the holding of the negotiations between the Purchasers and the
Developer, the Purchasers agreed to buy the apartment to be built on the 12th floor (Type B) of
the multi-storied residential building along with a proportionate share of the land upon terms and
conditions set forth herein below and the apartment along with the proportionate share of the
Schedule ‘A’ Plot is described in Schedule ‘B’ set out below and hereinafter referred to as ‘the
Schedule ‘B’ Property;

AND WHEREAS the parties to this deed of agreement considered it necessary that they should
execute a deed of agreement between them providing various terms and conditions to be fulfilled
by them in connection with the transfer of apartment to the Purchasers;

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Now, therefore, this DEED OF AGREEMENT witnesseth and the parties hereto mutually agree
declare and bind themselves as follows:

1. That the Purchasers shall buy from the Developer and the Developer shall sell to the
Purchasers 1 (one) apartment in the building to be known as “South Majesty” now
under construction on the Schedule ‘A’ Land along with a proportionate undivided and
undemarcated share of the Schedule ‘A’ Land and two car parking spaces described in
Schedule ‘B’.
2. That the total sum of money to be paid by the Purchasers to the Developer as price of the
apartment and of the proportionate share of the Schedule ‘A’ Land (in undivided and
undemarcated state), two car parking spaces and as charges on account of other expenses as
set out in sub-clauses 2(a) & (b) below is Taka 6,34,40,000/- (Taka six crore thirty four lac
and forty thousand) only.

Statement of Cost
Financial Aspects
a) Apartment more or less 2,560 sft. gross size Tk 6,14,40,000/-
b) 1st car park @ Tk.10,00,000/- 20,00,000/-
2nd car park @ Tk.10,00,000/-
Tk 6,34,40,000/- +

c) Reg. cost, VAT, Dev. Tax, etc. related all charges. +

3. a) That the Purchasers shall buy from the Developer and the Developer shall sell to the
Purchasers an apartment on the 12th floor (Type B) and measuring more or less 2,560
(two thousand five hundred and sixty) square feet (gross) FAR included and excluded
area (described in Schedule ‘B’ below and hereinafter referred to as ‘the Schedule ‘B’
Property’) along with a proportionate share of ‘the Schedule ‘A’ Land’ in undivided and
undemarcated state out of 1 (one) bigha, the size of the Schedule ‘A’ Land. Provided that
the total built-up space (that is, the net space plus proportionate share of the common
spaces) that may be transferred to the Purchasers are subject to the determination of the
same by the Ministry.

b) That the Annexure appended to this deed and described as ‘Annexure’ shall form an
integral part of this deed of agreement and the Developer shall arrange for the
provision of all the facilities and amenities stated in the Annexure.

c) That the multi-storied building shall be provided with connections for the supply of
water, electricity and gas to it. Provided that the Developer shall not be held liable for
any delay caused by any authority in obtaining the supply of any of the aforesaid
utilities despite due diligence on the part of the Developer having been exercised by
it. Nor shall the Developer be held liable for any delay made by any Government
agency or authority in granting any permission or clearance necessary for the
construction of the building or for the supply of any of the utilities to be made
available in the building. Any period or periods of such delays, beyond the control of
the Developer shall be taken into account in computing the construction period.

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 d) That the Schedule ‘B’ Property shall be transferred to the two Purchasers in equal
shares, that is a half of the Schedule ‘B’ Property to each of them.

4. a) That the sum of Taka 6,34,40,000/- (Taka six crore thirty four lac and forty thousand)
only [being the price of the Schedule ‘B’ Property and mentioned in sub-clauses 2(a)
& 2(b)] shall be paid in accordance with the following schedule:

Payment Schedule
Part application money 28th December 2023 25,00,000/-
Down payment (Part), Paid 17th January 2024 50,00,000/-
Down payment (Rest) 21st January 2024 2,25,00,000/-
1st installment 10th February 2024 5,00,000/-
2nd installment 10th March 2024 5,00,000/-
3rd installment 10th April 2024 5,00,000/-
4th installment 10th May 2024 5,00,000/-
5th installment 10th June 2024 5,00,000/-
6th installment 10th July 2024 5,00,000/-
7th installment 10th August 2024 5,00,000/-
8th installment 10th September 2024 5,00,000/-
9th installment 10th October 2024 5,00,000/-
10th installment 10th November 2024 5,00,000/-
11th installment 10th December 2024 5,00,000/-
12th installment 10th January 2025 5,00,000/-
13th installment
14th installment will be pay at the time of handover 2,74,00,000/-
75 (seventy five) days before the
registration of the deed of transfer. 40,000/-

Total Price only for one apartment and two car Parks, = Tk.6,34,40,000/-
upgradation cost of as per clause 2(a) & (b).

b) Other costs such as VAT, registration fees, gain tax, stamp duty, development tax,
transfer fees, IT, etc., shall be paid by the Purchasers when required and the Purchasers
shall be informed of the expenses to be incurred by the Developer at various times. The
Purchasers shall pay in full all that the Purchasers are required to pay to the Developer
under this contract before the execution and registration of the deed of sale conveying
“the Schedule ‘B’ Property” to the Purchasers.

5. a) That the time fixed for the payment of the installments referred to above shall be the
essence of the contract and in the event of default in the payment of any installment,
the Developer shall have the unqualified and absolute right to terminate this agreement
giving a notice through registered post and also have the right to allot the schedule ‘B’
Property to any other person. Alternatively, the company may, at its option, allow the
Purchasers to pay the amount not paid in time together with a delay charge being 10%
of the installment per month. The payment shall be made by the Purchasers within the
period that may be specified in the notice.

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 b) That if the Purchasers make a default on the payment of any of the installments
referred to above entitling the Developer to terminate the agreement, the Developer
may at its option demand re-pricing of the Schedule ‘B’ Property according to the
prevailing market value in the area as an alternative.

c) If on account of any default made by the Purchasers in the payment of installments in

time or in complying with any of the terms of the deed of agreement, the Developer
terminates the agreement between it and the Purchasers, the Purchasers shall not be
entitled to the refund of the whole money paid by them to the Developer. An amount
equaling 10% of the total price of the apartment shall be forfeited in favour of the
Developer. The Developer shall not be under any obligation to pay any interest in
respect of the money refunded to the Purchasers.

d) That if for any reason the Purchasers intends to terminate this agreement they shall
make an application to the Developer for the purpose. The Purchasers shall not be
entitled to receive the whole of the amount paid by them and 10% of the amount paid
by them shall be forfeited. The Developer shall, after deducting the 10%, refund the
remainder within 3 (three) months.

6. That if the cost of construction of the work increases owing to rise in the price of steel,
cement, or other building materials (over 15% of the existing price) during the period of
construction, the Purchasers shall pay the additional cost proportionate to their share of the
land described in Schedule “B”.

7. That the developer shall erect, build and completely finish the construction of the Schedule
‘B’ apartment with materials of standard quality and in good and workmanlike manner and
in compliance with approved building plan and the Developer’s standard specifications.

8. That it is agreed between the Developer and the Purchasers that in connection with any
matter concerning the purchase of the Schedule ‘B’ Property the Purchasers shall deal with
the Developer as the lawfully constituted attorney of ‘the Owners’.

9. That the Developer shall, through signing, executing and getting registered a deed of sale,
transfer the proportionate share of the land described in Schedule ‘A’ along with the Schedule
‘B’ Property to the Purchasers upon the completion of the construction of the building.

10. That unless and until all the installments and other moneys that may become payable by the
Purchasers to the Developer pursuant to clause 4 above are paid up by the Purchasers the
Developer shall not be bound to execute a deed of sale for the transfer of the Schedule ‘B’
Property in favour of the Purchasers.

11. That it is agreed between parties to this Deed of Agreement that the Developer shall take all
steps for the completion of the construction of the building “South Majesty” in 12 months
from the date of signing this deed of agreement and a grace period of three months. The
time-limit so fixed shall, however, be extendible, at the option of the Developer if this
becomes absolutely necessary on account of non-payment of the installments in time by
Purchasers, non-availability of any necessary building materials, any work done at

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 Purchasers choice, Act of God, natural calamities, civil commotion, any belated decision
on the part of the Purchasers or for any reason beyond the control of the Developer.

12. That the cost of construction of the Schedule ‘B’ apartment shall include, amongst other
things, the proportionate cost of development of the building, the proportionate cost of
internal roads, passages, pavements, stairs, staircases, elevator, drains, under ground and
over-head reservoirs, water lifting pumps with electric motors as well as the cost of
construction of the apartment in compliance with the approved plan and the Developer’s
standard specifications.

13. That the Developer shall always have the right to make alterations in the layout plan if it is
expedient and necessary in the interest of the project. Changes may be made on any part of
the building for any technical or aesthetical necessities and the 3D plan may also be
changed for the same reasons. But the developer shall not deviate in a major or
fundamental way from the plan approved by the RAJUK (Memo No.
ivRDK/bAA/Avi3wm-5/3-301/15/06 ¯’vt, ZvwiL-17/01/2016Bs) and Memo
No. 25.39.0000.116.34.258.21, ZvwiL-27/02/2023Bs; and the plans, drawings and
specifications prepared by the engineers for the aforesaid project. Minor changes may also
be made to suit the tastes of the Purchasers of an apartment, provided that as to any
changes to the exterior or interior of the building or an apartment therein the Developer
shall ensure that such changes are not, fundamentally or in a major way, in conflict with the
plan approved by RAJUK or with any other plans, drawings and specifications prepared by
engineers and architects for the project. If for the modification of the plan the floor area
increases the price of the apartment shall be increased proportionately.

14. a) That if the Purchasers desires to have sanitary ware, bathroom fittings, accessories,
flooring and internal painting according to his own choice in place of the standard
ones selected by the Developer for all apartments generally, the Purchasers shall,
within 30 (thirty) days of signing this agreement, intimate in writing his choice to the
Developer supplying a professional drawing for the purpose and pay such additional
costs for the items of his choice as may be mutually agreed upon in writing by the
Developer and the Purchasers. In the case of additional expenses (i.e., the extra
expenses necessary for upgradation from the usual standard) the Purchasers shall pay
the extra money in advance to the Developer. The above provision shall be acted upon
if, and only if, the materials of the Purchaser’s choice are available for purchase in the
local market.

b) That if the Purchasers desires to carry out any interior arrangement work (different
from the standard followed by the Developer) by themselves their shall inform the
Developer well in time and complete such work within the construction period stated
in clause 11 above so that the Developer is not affected in any way or prevented from
completing the work of the construction of the multi-storied building in all its aspects.
The Purchasers shall be liable to reimburse all the moneys that the Developer may pay
as compensation to the buyers of other spaces and the Owners for any delay in the
completion of the construction work caused by the Purchasers completing the interior
work beyond the construction period. Besides, as far the financial loss of the

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 Developer is concerned the apartment developer shall be paid compensation at the rate
of Tk.5,00,000/- (Taka five lac) per month. If the Developer carries out the internal
arrangement or interior decoration work at the request of the Purchasers, the
Purchasers shall pay for such work at the rate or Tk.1,00,000/- (Taka one lac) per
month in addition to the expenses incurred by the Developer for the work. In any case
the Purchasers shall not take more than 3 (three) months in the event the Purchasers
decide to carry out the said work by themselves and the three months shall not extend
beyond the construction period stipulated herein.

c) That the work of alteration desired by the Purchasers in respect of the apartment
reserved hereunder for the Purchasers shall be carried out under the Joint supervision
of the Developer and the Purchasers, but the Purchasers shall not charge any fee for
their supervision. The Developer shall not be required to attain a standard of
workmanship above what is normally found in the residential complexes built in
Dhanmondi Residential Area and the Developer shall be paid service charges for extra
work and the cost of alteration. The Developer shall not be held responsible for any delay
owing to such extra work.

15. That the Purchasers along with owners or occupiers of other apartments shall be jointly
responsible for the operation, maintenance, repairs and replacement of the lifts, community
hall, generator, water-lifting motors, pumps, reservoirs, sewerage mains, electric mains,
electric lines, drains, culverts, internal roads, passages and other facilities, services and
amenities to be commonly used or enjoyed by the owners of the apartments. With the
handing over of the possession of the apartments to all owners the responsibility on the part
of the Developer for looking after and managing the building shall cease.

16. That the Developer reserves the right either to build or not to build one or more rooms on
the ground floor to provide for the accommodation of the drivers of any of the apartment
owners. If the Developer builds any rooms for such purpose the Purchasers may be entitled
to the facility of accommodation for one driver in any such room, provided that a room
shall be shared by the number of drivers to be determined by the Developer and also
provided that the Purchasers shall pay Tk. 4,00,000/- (Taka four lac) to the Developer a
sum of money as price for such accommodation.

17. That on completion of the construction of the aforesaid multi-storied building along with
the Schedule ‘B’ apartment in all respects according to the approved plans and other
drawings and specifications prepared by the Developer and on the payment of all the
installments referred to in clause 4 above by the Purchasers, the Developer shall proceed to
execute and get registered a deed of sale in order to transfer the undivided and
undemarcated proportionate share of the land described in schedule ‘B’ and the schedule
‘B’ apartment in favour of the Purchasers. Notwithstanding the payment of all the
installments in terms of the agreement no interest or right in respect of the said
proportionate share of the land described in schedule ‘B’ and the schedule ‘B’ apartment
shall be deemed to accrue until the deed of sale is executed and registered by the
Developer.

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18. That after the execution of the sale deed as above and its registration, the Developer shall
give notice in writing to the Purchasers to take vacant possession of the Schedule ‘B’
apartment within 30 (thirty) days of the dispatch of the notice. In case of failure on the part
of the Purchasers to take delivery of the possession of the Schedule ‘B’ apartment within
the said time limit, the Purchasers shall be liable to pay to the Developer an amount of
Tk.2,000/- per day as service charge upto a period of 60 days for protecting, guarding,
service charges and care-taking of the Schedule ‘B’ apartment by the Developer. On the
expiry of the said 60 days the Developer shall not be under any obligation to look after or
take care of the Schedule ‘B’ apartment.

19. That the title of the Schedule ‘B’ apartment shall, after the execution and registration of the
sale deed mentioned in clause 18 above, absolutely vest in the Purchasers who shall have
the full right to exercise all manners of acts of possession and ownership subject to the
restrictions and limitations mentioned elsewhere in this agreement. The Purchasers shall
acknowledge in writing the fact of his taking vacant possession of the Schedule ‘B’
apartment from the Developer.

20. That under no circumstances, possession of the schedule ‘B’ apartment shall be given to
the Purchasers before the completion of its construction in all respects. Nor shall the
possession of the Schedule ‘B’ apartment be given to the Purchasers unless all payments
required to be made under this agreement or any other subsequent agreement between the
parties hereto have been made in full by the Purchasers to the Developer. If on the completion
of the construction of the schedule ‘B’ apartment the Purchasers fail to take delivery of the
apartment upon payment of any outstanding installments, the Developer, in addition to
other rights stated hereinabove, shall be at liberty to rent out the Schedule ‘B’ apartment.

21. That the Purchasers shall not, without prior written consent of the Developer sell, transfer,
convey, mortgage, charge or in any way encumber, deal with or dispose of the rights and
benefits under this agreement till the dues of whatsoever nature owing to the Developer are
fully paid up and the sale deed in respect of “the Schedule ‘B’ Property” is executed and
registered in favour of the Purchasers.

22. a) That the Purchasers consent to the use and utilization of the proportionate undivided
and undemarcated land that he agrees hereby to buy along with the rest of the Schedule
‘A’ Land for the purpose of the construction of the multi-storied building in
accordance with the approved plan.

b) That the car parking space(s) of the Purchasers shall not in any way affect the quantity
of undivided and undemarcated land (that is, the proportionate share of the Schedule
‘A’ Land) that the Purchasers shall be entitled to on obtaining the transfer of the
Schedule ‘B’ Property.

23. That the Purchasers shall jointly with the owners or occupiers of other apartments of the
multi-storied building use and enjoy its common corridors, stairs and their landings,

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 entrances and exits of that building and other common adjuncts, fixtures and fittings thereto
and shall bear proportionate share of their maintenance costs and after the formation of the
owners’ co-operative society/owners’ association such amount as may be determined by
that society.

24. That the Purchasers shall not use the Schedule ‘B’ apartment or any part thereof for any
purpose other than for residential purpose nor shall they use the Schedule ‘B’ apartment in
such a manner as may or is likely to cause nuisance or annoyance to the owners or
occupiers of the other apartments of the same building.

25. That the Purchasers shall jointly with all the owners or occupiers of the apartments of the
aforesaid multi-storied building use and enjoy the open spaces, the internal roads for
ingress and egress, passages, community hall, drive ways, yards, drains, sewerage, mains,
water-lifting motors and pumps, water reservoirs electricity and gas connections and other
common facilities that may be made available in the Schedule ‘A’ Land and maintain them
along with arrangement for common security, lighting and guarding as may be necessary at
their own costs which shall be borne by them in proportion to their respective shares in the
Schedule ‘A’ Land.

26. That the Purchasers may use and enjoy the open spaces and the facilities and amenities
referred to hereinabove for the purposes for which they are intended without encroaching
upon or hindering the lawful rights of the owners or occupiers of other apartments.

27. That the Purchasers shall not demolish or damage the Schedule ‘B’ apartment nor shall
make any structural alteration or raise any construction of any kind as an addition or
modification of the Schedule ‘B’ apartment.

28. That the Purchasers shall not use or permit the use of the Schedule ‘B’ apartment in a
manner which might diminish the value or utility of the pipes, water-lifting motors and
pumps and the like common facilities and amenities provided in the Schedule ‘A’ Land or
the multi-storied building nor shall the Purchasers do or permit any person to do anything
which may cause harm to the utility systems or any common facility or amenity provided
in the building.

29. That the Purchasers shall not stock or display any materials in the corridors or in any place
intended for common use of all the owners or occupiers of all the apartments on the said
multi-storied building.

30. That the Purchasers shall not display any business signs, signboard, advertisement board
and designs in any part of the Schedule ‘B’ apartment or on any part of the building
without the written consent of the owners and also approval of the owners’ cooperative
society/owners’ association.

31. That notwithstanding anything contained elsewhere in this agreement, the roof top of the
building shall be used only for the purposes of providing water reservoir, maintenance
work etc. The roof top shall not, unless otherwise provided by the rules and regulations of
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 the cooperative society/owners’ association mentioned hereinafter, be used for any other
purpose.

32. That the Purchasers shall pay all rents, cessess, taxes, all other dues and charges that may
be payable for the land covered by this agreement for sale and the apartment in proportion
to their share in the schedule ‘A’ land. Provided that the Purchasers shall not be required to
contribute any sum towards the payment of any tax etc., in respect of the Schedule ‘A’
Land until the proportionate share of the land is transferred to the Purchasers. Provided
further that in the event the Purchasers take the possession of any part of the Schedule ‘B’
Property, the Purchasers shall pay the said taxes and charges.

33. That so long as municipal tax and urban immovable property tax and other taxes and
charges are not assessed separately in respect of the schedule ‘B’ apartment, the Purchasers
shall pay their share of such taxes and charges that may be imposed or levied in respect of
the multi-storied building to which the schedule ‘B’ apartment appertains in proportion to
their share in the Schedule ‘A’ Land.

34. That the Developer’s responsibility to preserve, protect and maintain the schedule ‘B’
apartment shall entirely cease on the taking over of possession of the schedule ‘B’
apartment by the Purchasers.

35. a) That for the purpose of effective and efficient management and maintenance of the
said multi-storied building and their apartments and that of the common facilities and
amenities provided in the building, the Purchasers shall jointly with the owners of all
other apartments appertaining to the multi-storied building form and constitute an
owners association/cooperative society and all the apartment owners including the
Purchasers shall compulsorily become members of the society. The owners’
association/ cooperative society so formed and constituted shall be entrusted with the
duty of the management and maintenance of the building including the duty of
collecting from the apartment owners ground rent, land development tax, municipal
tax, urban immovable property tax, conservancy charges, street lighting charges and
other dues and also charges for operation and maintenance of common facilities and
amenities provided in the building for the common benefit of all apartment owners.
The rules and regulations and by-laws of the proposed owners’ association/
cooperative society with regard to all matters relating to the management and
maintenance or use of the said building shall be binding on all owners of the
apartments, including the Purchasers. Until the owners’ association/cooperative
society is formed, the Purchasers along with other Purchasers shall be jointly and
severally responsible for the above acts, deeds and duties to be entrusted to
Cooperative Society / owners’ association.

b) That the Purchasers shall, prior to taking over the possession of the apartment, join
the society or owners’ association by way of subscribing to its constitution under their
own hands and make a payment of Tk.2,00,000/- (Taka two lac) as initial deposit
toward the creation of the fund of the society or association.

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 c) That the Purchasers shall pay the monthly subscription of a month by the 7th of the
next month and the amount of the monthly subscription shall be the same for all
members and not be dependent on the size of the apartment an owner owns. The
monthly subscription shall be paid for each of the apartments. If the Purchasers fails
to pay monthly subscriptions for three consecutive months he shall be debarred by the
society or association from enjoying the common facilities like security guard, using
of the lifts, the community hall, the rooftop and the reception services. This is
however subject to a prior notice by the society / association requiring payment of
monthly subscriptions within 7 (seven) days of the issue of the notice.

36. That if by reason of acts of God, natural calamity, earthquake, flood, acts of enemy, war,
military operations of any nature, blockage, strike, embargo etc. and for any other reason
beyond the control of the Developer it becomes impossible to complete the construction of
the Schedule ‘B’ apartment, the Developer shall inform the Purchasers accordingly,
whereupon the parties hereto shall, by mutual discussion, make such additional provisions
as may be necessary to protect the interests of both the parties.

37. a) That the Developer shall have the right either to accept or not to accept any nominee of
the Purchasers as a transferee of the Schedule ‘B’ Property (except their legal heirs).

b) That if the Purchaser intends, at any time before the registration of a deed of sale in his
favour, to transfer his contractual right to the Schedule ‘B’ Property to any person not
being one of his family (meaning husband and children), he shall pay a transfer fee
being 4% (four percent) of the price of the Schedule ‘B’ Property mentioned
hereinabove.

38. That the Purchasers hereby declare that they have no objection to the plan approved and
will raise no objection to any modification of the plan providing for the development of the
ground floor or the other floors of the building and various specifications and drawings that
the Purchasers have inspected and the Purchasers shall not also raise any objection as to the
quality of building materials (of which they have been informed by the Developer) to be
used for the construction of the said multi-storied building.

39. That subject to obtaining prior permission from the Developer, the Purchasers may inspect
the work of construction and the Purchasers may point out any defect in the work of
construction. Provided that any objection as to the work in a particular phase must be raised
or intimated before the completion of all work in that phase.

40. That the Developer shall carry out the work of construction diligently and ensure
workmanship that is practicable, reasonable and not below the standard found to be
attained by other developers in such work of construction in the area concerned.

41. That the Developer shall, in the work of construction of the multi-storied building, abide by
the rules and regulations of the RAJUK and rules relating to building construction.

42. That the Purchasers shall abide by the rules and regulations laid down by the Ministry of
Works in connection with the transfer and mutation of the apartment built on a plot of land

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 leased by the Ministry and mutation of name or names in the event of the transfer of such
apartment along with a quantity of proportionate land in undivided and undemarcated state.

43. That the Purchasers shall abide by the provisions of the clauses set forth in the deed of
lease executed by and between the allottee of the plot and the Government.

44. That the Developer shall not be under any obligation to hand over the original lease deed to
the Purchasers. In case of any need, the Purchasers shall take out certified copies of the
same from the Sub-Registrar’s office concerned.

45. That on the taking over of the possession of the schedule ‘B’ Property by the Purchasers
from the Developer all obligations (unless stated otherwise in this deed of agreement) on
the part of the Developer shall cease.

46. That the Purchasers shall not construct any side wall anywhere around the Car Parking
space or in any way obstruct the free movement of cars belonging to other apartment
owners.

47. That no liability or obligation other than what are created under this deed of agreement
shall be deemed to arise for either party hereto to the other. Nothing discussed between the
parties hereto prior to the execution of this deed of agreement shall be deemed to have been
included in this contract unless the same has been specifically incorporated herein.

48. That the addresses of the Developer and the Purchasers stated above shall be the addresses
for the purpose of serving any notice by one party upon the other.

49. That the Developer shall have the right to carry out the work of construction inside the
apartments according to plans and specifications adopted by the Developer for all the
apartments at “South Majesty”. If any alteration in the interior is desired by the Purchasers,
they shall make known their desire to the Developer well in time. But the Developer shall
not be bound to accept suggestions for alteration(s) or all of the suggestions for alterations
if such work of alterations appear to the Developer to be inconvenient in any way or may
result in delay in completing the work of construction of the multi-storied building. In case
of upgradation of work in the Schedule ‘B’ apartment the Purchasers shall bear all the extra
expenses with a service charge and time.

50. That as long as the Developer provides new articles, fitting, fixtures, machines and
equipment (of the brand specified in this deed of agreement) at “South Majesty” the
Developer shall not be held responsible for any defect in them which could not be
discovered on a reasonably careful inspection of them.

51. That from the time the Purchasers take delivery of the schedule ‘B’ apartment they shall
share proportionately the common expenses to be incurred in connection with the
maintenance of the common facilities and amenities to be provided at “South Majesty”. If
at any time the Schedule ‘B’ apartment is ready for delivery but the Purchasers fail to take
delivery of the apartment from the Developer on the payment of the full price or the delay
in taking the delivery is caused on account of any extra work or any work of alteration
done at the desire of the Purchasers, the Purchasers shall still be liable to share the common
expenses proportionately.
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52. That any brochure that the Developer may print and issue for promotional purpose shall not
be considered part of this agreement.

53. That the Developer shall use standard building materials and if despite the exercise of
reasonable diligence any defect appears in such materials and such a defect could not have
been discovered on a reasonable inspection of the materials, the Developer shall not be held
liable for such a defect or defects.

54. That if the Developer finds it impossible to procure any machines, electrical meters, gas
parts and equipment supplied by government authorities the non-availability of such
equipment or machines shall be deemed to be situations beyond the control of the
Developer. In such situations the Developer shall, subject to consultation with the
Purchasers, use alternative machines, meters and equipment available in the market.

55. That the Developer shall not be bound to carry out any wood work other than the work
involving the making and fixing of doors in the apartments.

56. That in carrying out the work of construction the Developer shall have regard to the
specifications set out in the Annexure hereto and job, work or specification not covered by
the Annexure shall be done at the choice of the Developer.

57. That if for upgrading any work of construction any work is done beyond the specifications
set out in the Annexure in or on common parts of the multi-storied building the Purchasers
shall bear proportionately the additional costs or expenses thereof.

58. That on the completion of the multi-storied building the Developer shall have a right to put
up two signboards, one displaying the company logo on the roof top of the building and the
other one a neon sign/ board / stone etc. of the size more or less 4' × 6' at a conspicuous
point of the project site. Both signs shall continue to be at the site as long as the multi-
storied building remains in existence.

59. That for the sake of an attractive night look the lights, neon-signs etc., specified by the
Developer shall be kept on for the whole night. If any of the specified bulbs etc., are
fixed/installed on any part of the Schedule ‘B’ Property, the Purchasers shall be under
obligation to keep them on.

60. That the Developer shall have the right to change the parking spaces reserved for the
Purchasers for any other parking spaces in the event any rearrangement of the parking
spaces is necessary for any reason, technical or otherwise.

61. That if at any time when the construction work is complete or almost complete and some of
the apartments have been handed over to their Purchasers, the Developer may, then, hand
over the responsibility of the maintenance of the common facilities of the building and the
building management generally to an adhoc committee to be formed by the Purchasers who
will have taken possession of their apartments. Provided that in respect of the apartments
not handed over to their Purchasers, the Developer shall have the right to represent to the
adhoc committee.

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62. That if any disagreement, dispute or difference arises between the parties hereto during
the progress of or after the work of the construction relating to any matter arising under
this contract, the same shall be resolved in the first instance through discussion between
the parties and if the parties fail to resolve the disagreement, dispute or difference
through such discussion, the same shall be referred to arbitration and the final decision of
a sole arbitrator chosen on mutual agreement shall be binding upon the parties. If the
parties fail to appoint an arbitrator upon mutual agreement, the matter shall be referred to
two Arbitrators, one to be appointed by each party and the two arbitrators so appointed
shall appoint a third arbitrator to constitute a panel of three arbitrators. The arbitration
shall be conducted in accordance with the provisions of the Arbitration Act 2001.

S C H E D U L E – ‘A’

All that piece or parcel of land measuring more or less 20 kathas situated at Plot No.103/B
(old) 33 (new), Road No. 6, Dhanmondi Residential Area, Police Station: Dhanmondi,
District: Dhaka.

The plot is butted and bounded –

On the north : by Road No. 6
On the south : by Plot No. 30, Road No. 5
On the west : by Plot No. 35
On the east : by Road No. 7

SCHEDULE – ‘B’

The apartment to be built on the 12th floor (Apartment No. B-12) of the ‘B’ Block (Middle
Block) of the multi-storied apartment complex called ‘South Majesty’ to be constructed on the
plot of land described in Schedule ‘A’ above. The apartment measures more or less 2,560 square
feet (including share of all common spaces, share of community hall and gardens etc.) AND a
proportionate share (in undemarcated and undivided state) of the Schedule ‘A’ Land depending
on the proportion the size of the apartment bears to the total space of the floor it is
situated (subject to the approval or any modifications thereof by Ministry) AND two car
parking spaces (in park lifts) situated in the semi-basement bearing the numbers 40 (forty) and
41 (forty one) to be operated mechanically.

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 Semi-basement plan
North

In witness whereof the parties hereto have set their hands unto this deed of agreement on the date
first above stated.

1.
(Debashish Saha)

2.
(Bobi Saha)

The Developer The Purchasers

Witnesses :
1. Signature :
Name : Md. Shoroar Hossen
Father's name : Md. Shakoat Hossen
Address : South Breeze Center
Building No.5, Road No.11
12th Floor, Block-G, Banani, Dhaka-1213

2. Signature :
Name :
Address :

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