Final – 08.01.

2024
A DEED OF AGREEMENT

This Deed of Agreement has been made by and between the parties mentioned
below on this the______ day of _________, 2023 of the Christian era.

(1) Sadia Chowdhury, wife of _______________, and daughter of late Dr. Nazmul
Karim and late Tamanna Chowdhury, date of birth 23.03.1977, by faith Muslim and
by Nationality Bangladeshi, NID no. ____________ (2) Fariha Chowdhury, wife of
_______________, and daughter of late Dr. Nazmul Karim and late Tamanna
Chowdhury, date of birth 10.11.1986, by faith Muslim and by Nationality
Bangladeshi, NID no. ______________ and (3) Redwan Karim Chowdhury, date of
birth _____________, NID no. _____________, daughters and son of late Dr.
Nazmul Karim Chowdhury and late Tamanna Chowdhury, all of 2/A, Eskaton Garden
Road, Police Station Ramna Model, Dhaka 1000; hereinafter collectively referred to
as the “FIRST PARTY”, which expression where the context so admits shall mean and
include their legal heirs, successors, legal representatives and assignees of the First
Part.

AND

(1) Qurban Ali, son of late Abdul Aziz and _____________, date of birth
______________, by faith Muslim, by Nationality Bangladeshi, NID no.
__________________, of Village and Post Office Ramnagar, Police Station
Daganbhuiyan, District ……………………. (2) Hamida Khan, wife of late Sadar Uddin
Khan, date of birth _________, by faith Muslim, by Nationality Bangladeshi, NID no.
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_________________, of G.P.Ja.75, Mohakhali, Police Station Gulshan, District Dhaka
(3) Hosne Ara Begum, wife of late Md. M. Alkas, date of birth _________, by faith
Muslim, by Nationality Bangladeshi, NID no. ______________, of 106, Gulshan
Avenue, Dhaka - 1212 (4) Md. Abdul Majid, son of late __________, date of birth
___________, by faith Muslim, by Nationality Bangladeshi, NID no.
_______________, of ACB - 6, Road no. 135, Gulshan 01, Dhaka (5) Md. Bazlur
Rahman, son of Alhaz Abdul Goni and _____________, by faith Muslim, by
Nationality Bangladeshi, NID no. _________, and Dr. Khaleda Akhter, wife of Dr.
Bazlur Rahman, date of birth ___________, by faith Muslim, by Nationality
Bangladeshi, NID no. __________, , both of Village Brahmanbaria Sadar, Post Office
Brahmanbaria Sadar, Police Station – Brahmanbaria Sadar, District - Brahmanbaria;
hereinafter collectively referred to as the “SECOND PARTY”, which expression where
the context so admits shall include their legal heirs, successors, legal representatives
and assignees of the Second Part.

WHEREAS :

A. Mr. Dr. Nazmul Karim Chowdhury, son of late Fazlul Karim Chowdhury and
_________________, former professor of the Department of Management,
University of Dhaka, acquired leasehold ownership of land measuring 7
(seven) kathas 11 (eleven) chattak and 18 (eighteen) square feet more or less
by virtue of a registered deed of perpetual lease bearing number 10154
executed and registered on 04.08.1996 by and between the Chairman,
Rajdhani Unnayan Katripakkha (RAJUK) as the Lessor and the aforesaid Dr.
Nazmul Karim Chowdhury as the Lessee, more fully described in Schedule ‘A’
below and hereinafter referred to as the Schedule ‘A’ Land;
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B. Mr. Dr. Nazmul Karim Chowdhury got his name recorded in the concerned
office of the Assistant Commissioner (Land) for the purpose of paying land
development tax in respect thereof under Namzari and Jamabhag Case no.
___________ of __________ and since then has been paying land
development tax regularly;

C. While enjoying the ownership and possession of the Schedule ‘A’ Land, the
lessee, desired to construct a modern residential apartment complex on the
Schedule ‘A’ Land and finally engaged Khandokar Property Limited having its
head office at Barun Bhaban, 15, North Gulshan (3rd floor), Gulshan-2,
Dhaka 1212, represented by its Managing Director Mr. Khandokar A. F. M.
Safiullah, to do the construction vide Agreement dated 31st of May 2002;

D. As per clause no. 1 of the said Agreement, the developer Khandokar Property
Limited undertook to construct a 6 (six) storied apartment complex
comprising 10 (ten) apartments, each measuring more or less 2,300 square
feet along with 10 (ten) parking spaces on the ground floor and the expenses
of constructing the six-storied building with parking spaces, various amenities
and facilities for common use was to be borne by the developer Khandokar
Property Limited out of the money received from the buyers of 5 (five)
apartments reserved for the said developer;

E. As part consideration under the said AGREEMENT, the developer paid a sum
of Tk. 1,50,000/- (Taka one lac and fifty thousand) only to Dr. Nazmul Karim
Chowdhury;
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F. Under clause no. 3 of the said Agreement, the Lessee is entitled to 47% (forty
seven percent) of the developed/constructed spaces as Landowner and the
developer Kandokar Property Limited is entitled to 53% (fifty three percent)
thereof;

G. The Developer executed the following deeds of agreement for sale:

i. On June 26, 2003 a primary Agreement and subsequently on July 3, 2007

a protraction Agreement with Mr. Qurban Ali, son of late Mr. Abduul Aziz
of Apt. No. B, House No. 354, Tropical Homes, Dilu Road, Moghbazar,
Dhaka 1215 for apartment no. B5 admeasuring +- 2300 square feet floor
area along with a car parking space and proportionate area of land;

ii. On July 25, 2003 a primary Agreement and subsequently on July 3, 2007 a
protraction Agreement with Mrs. Hamida Khan, wife of late Mr.
Sadaruddin Khan off G.P. Ja 75, Mohakhali, Dhaka 1212, for apartment
no. A4 admeasuring + - 2300 square feet floor area along with a car
parking space and proportionate area of land;

iii. On April 4, 2004 a primary Agreement and subsequently on July 3, 2007 a

protraction Agreement with Mrs. Hosne Ara Begum, wife of late Md. M.
Alkas of 106, Gulshan Avenue, Gulshan, Dhaka 1212, for apartment no. B4
admeasuring +- 2300 square feet floor area along with a car parking space
and proportionate area of land;

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 iv. On October 9, 2004 a primary Agreement and subsequently on July 3,
2007 a protraction Agreement with Mr. Md. Abdul Majid, son of late Mr.
Ali Mohammad Mokbul of SEB-6, Road No. 135, Gulshan, Dhaka 1212, or
apartment no. B1 admeasuring +- 2300 square feet floor area along with a
car parking space and proportionate area of land;

v. On July 26, 2007 an Agreement with Dr. Md. Bazlur Rahman, son of
Alhaj Abdul Gani and Dr. Khaleda Akhter wife of Dr. Bazlur Rahman both
of Village-Sadar, District- Brahmanbaria, for apartment no. A5
admeasuring +- 2300 square feet floor area along with a car parking space
and proportionate area of land;

vi. The five apartments along with the proportionate shares of the Schedule
‘A’ Land and the car parking spaces referred to above under clause-G are
reserved for the Second Party and the rest of the five apartments along
with proportionate shares of land and carparking spaces shall remain
reserved for the First Party.

H. The above-mentioned buyers/second party have paid in full the prices of their
respective apartments to the developer Khandokar Property Limited and
received possession of the same in unfinished condition as is known to and
admitted by the parties hereto.

I. While the Second Party and the Developer were engaged in the closing stage of the
adornment work in the apartments and on the building exterior, utility connections
were disconnected and it was not restored on the ground of a dispute between the
First Party and the Developer, which resulted in causing the apartments to be unfit
for use by the Second Party.

J. The First Party and the Second Party have now mutually agreed to settle the
disputes amicably and out of court so that such settlement secures and protects the
lawful interests of both parties;

K. The Second Party as plaintiffs filed Title Suit No. 1033 of 2008 against
Dr. Nazmul Karim Chowdhury and others praying for specific performance of
contracts and the same is now pending;

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L. Dr. Nazmul Karim Chowdhury died on the 7th May 2020 leaving one wife, one
son and two daughters and later on, his wife Mrs. Tamanna Chowdhury also
died on the 19th May 2020 leaving the First Party as legal heirs;

M. The First Party and the Second Party have now mutually agreed to settle the
disputes amicably and out of court so that such settlement secures and
protects the lawful interests of both parties;

N. The developer Khandokar Property Limited abandoned the real estate

development project without completely constructing the building.

NOW THEREFORE the parties hereto mutually agree, declare and bind themselves as
follows:

1. That the First Party do hereby admit and acknowledge that the Second Party
has individually acquired legally enforceable contractual rights in respect of
the 5 (five) apartments as mentioned below in schedule ‘B’ by virtue of the
contracts executed by and between them and Khandokar Property Limited
supported by the payment of the prices thereof to the said developer.

2. That following execution of this Deed of Agreement which is strictly for the
purpose of amicable settlement/dispute resolution only, the First Party shall
apply to the concern court of law for substitution of their names in place of
their deceased father. The Second Party shall provide all reasonable
cooperation for this purpose.

3. (a) That following the execution of this Deed of Agreement both the First
Party and the Second Party shall make, jointly and individually, efforts to
find a buyer for the sale of the property described in the schedule ‘A’
below.

(b) That the First Party shall apply to RAJUK for permission to sell the
property describing it as a building under construction.

(c) That in the cases where expenses in connection with any work under this
deed of agreement are required to be incurred without any documents
to support the expenses, both the First Party (or their representative)
and the Second Party (or their representative) shall be physically present
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 at the place the work is carried out.
4. That thereafter, the First Party and the Second Party shall jointly file an
application for a decree on the basis of the compromise executed between
them to the concern court through their respective lawyer and obtain such
compromise decree.

5. That thereafter the First Party with the full support of the Second Party shall
apply to RAJUK for mutation of their as lessee against the schedule ‘A’ land in
total and shall also apply for transfer permission of the Schedule ‘A’ Land to
the prospective buyer or buyers for a price to be jointly fixed by the First Party
and Second Party. The First Party shall also apply to the concern Assistant
Commissioner (Land) for mutation of their names against the schedule ‘A’
land for payment of land development tax.

6. That both parties hereby agreed that the entire costs, actual and
miscellaneous expenses, for mutation of the names of the First Party with
RAJUK, the Assistant Commissioner (Land), obtaining permission to sale for
the schedule ‘A’ land from RAJUK shall be borne jointly by the First Party and
the Second Party at 50:50 ratio. Both the parties may create a joint fund for
this purpose with any of their respective lawyer who shall issue invoice for
each and every expense incurred in this regard from time to time.

7. That once all the documentation with RAJUK and other authority are
UpToDate, each party shall start looking for prospective buyer(s) for sale of
the schedule ‘A’ property at the highest market price to be determined by the
parties mutually.

8. That for the purpose of determining the best and highest existing market
price of the Schedule ‘A’ property both the parties shall come to a decision on
the basis of offer obtained by each party at the earliest opportunities. Each
party shall procure, if any, maximum of two offers and out of such the highest
one shall be accepted by both the parties.

9. That after finalization of the prospective buyer(s), a Tripartite Deed of

Agreement for Sale shall be executed and registered among the First Party,
Second Party and the Prospective Buyer(s) incorporating all necessary and
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 relevant clauses and terms and conditions

10. That it is agreed that the total sale proceeds for the schedule ‘A’ property
after deduction of the costs for mutation with RAJUK, AC (Land), obtaining
sale permission including actual and miscellaneous expenses with shall be
divided at 50:50 ratio by and between the First Party and Second Party.

11. That the Second Party shall under no obligation to hand over the possession
of their five apartments to any prospective buyer(s) unless the 50% (fifty
percent) of the total sale price of the schedule A land, subject to necessary
deduction, is actually received by them.

12. That after receipt of the 50% of the price each of the Second Party shall
execute a note acknowledging the receipt of his/her/their portion of the price
and shall thereafter attest as witness to the execution of the deed of sale in
favour of the prospective buyer(s).

13. That at the time the delivery of the five apartments by the Second Party is
made to the prospective buyer(s); each of them and the prospective buyer of
his/their apartment shall execute a note indicating the delivery of the
possession of the apartment concerned.

14. That in the event a deed of sale is executed and registered without first
making the payment of money to the Second Party, such sale shall not be
deemed to be valid for lack of full consideration and such sale shall be
deemed to be subject to the lawful interest of the Second Party concerning
the five apartments along with proportionate shares of the land and car
parking spaces reserved for them under the five contracts made by them with
Khandokar Property Limited.

15. That it shall be deemed that the Second Party has lawful entitlement to their
five apartments along with proportionate land and parking spaces by virtue of
the five registered deeds of agreement made with the said developer as the
lawful agent of the original Landowner Dr. Nazmul Karim Chowdhury as well as
by virtue of this deed of agreement, as this deed of agreement is supplemental
to the five deeds of the Second Part with the developer Khandokar Property
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 Limited.

16. (a) That the Second Party shall provide all necessary support to the
First Party for obtaining mutation, sale permission from RAJUK and to
search for prospective buyer(s) and execution and registration of the
Deed of Sale.

(b) That within 2 (two) weeks subsequent to the signing of this agreement
the First Party shall remove Mr. Rafiq and his family members and other
relatives living on the ground floor which is for common use, who were
engaged by late Nuzmul Karim. On the ground floor being vacated by
their removal, professional security guards shall be employed and the
expenses of employment of security guards shall be shared by the First
Party and the Second Party.

17. That in the event the schedule A property cannot, despite the diligent efforts
of both the parties, be sold within a period of 12 (twelve) months period of
time starting from the date when the schedule ‘A’ land is ready for sale i.e.
after completion of mutation with RAJUK & AC (Land) and permission for sale
is obtained, the decision for the sale of the schedule ‘A’ property shall not be
pursued anymore and in such case the First Party shall arrange transfer of the
schedule ‘B’ Property in favour of the Second Party by way of executing deeds
of sale.

18. That none of the parties hereto shall commit any act contrary to the terms
and conditions of this deed of agreement followed by the decree of
compromise.

19. That no rights or obligations other than the ones stipulated in this deed of
agreement relating to the Schedule 'A' and ‘B’ property and the developed
spaces in the building thereon shall be deemed to arise for any of the parties
hereto.

20. That since the parties hereto intend to resolve the disputes between the
Parties of the First Part (described above) and the Parties of the Second Part
(described above) through amicable settlement and since there is a suit,
namely Title Suit No. 1033 of 2008 still pending for disposal in the Court of
Joint District Judge, 1st Court, Dhaka, the Parties of the First Part and the

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 Parties of the Second Part shall submit a joint application in the said suit
praying for the disposal of the suit in terms of the terms and conditions stated
in this deed of agreement i.e. for passing a decree on the basis of the said
terms and conditions. The joint application containing the solenama shall be
prepared by the parties hereto without any delay. A certified copy of the
decree passed in Title Suit No. 1033 of 2008 shall be submitted to the
Rajdhani Unnayan Kartripakkha for it to be preserved in the file relating to
Plot No. 18, Road No. 16A, Gulshan Residential Area, Dhaka i.e. the Schedule
‘A' property.

21. That in the event the sale provisions above cannot be implemented within the
period of time mentioned in clause 17 above for want of a buyer the
provisions setout below shall be implemented:

(a) First Party shall apply to RAJUK for the transfer of the five apartments
along with proportionate shares of the schedule ‘A’ property and the car
parking spaces reserved for the Second Party and the same shall be
transferred by executing and registering five separate deeds of sale in
their favour.

(b) in connection with obtaining the sale permissions, the First Party or their
legally constituted attorney shall make personal appearance before the
RAJUK officials.

(c) the transfer fees, all taxes, charges, fees etc. in connection with the
transfer of their five apartments shall be borne by the Second Party.

(d) That the Second Party i.e. each of them shall have the right to record
his/her name in the office of RAJUK and in the office of the Assistant
Commissioner (Land) concerned.

22. That this deed of agreement shall be registered in the office of the sub-
registrar concerned after it has been executed by all the parties hereto.

23. That this Agreement shall be deemed to be made and entered into pursuant
to the laws of Bangladesh and for all purposes this Agreement shall be
construed and interpreted in accordance with the law of Bangladesh. Any
dispute or difference whatsoever arising in relation to this Agreement shall be
resolved amicably by mutual discussions between the Parties hereto. In the
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 event of failure to resolve any such disputes within 30 days from the date of
notice by either Party, the matter shall be referred to arbitration in
accordance with the provisions of the Arbitration Act 2001, Bangladesh. Each
Party shall appoint its own Arbitrator and the Arbitrators of the Parties so
appointed shall appoint a third Arbitrator who shall be the Chairman of the
Arbitral Tribunal. The language of the arbitration shall be English and the
venue shall be in Dhaka. The award passed by the majority or unanimously
shall be final and binding on both the Parties.

24. That statements, representations or promises made by any party hereto prior
to the execution of this Deed of Agreement, shall be deemed to have been
superseded by the express terms of this deed of agreement unless any of
them have been explicitly incorporated in this deed of agreement.

SCHEDULE – ‘A’

All that piece or parcel of land containing by measurement 7 katha 11 chattak

18 square feet more or less situated in the Gulshan Model Town of Rajdhani
Unnayan Kartripakkha (the then Dhaka Improvement Trust) in the District: Dhaka,
Sub-Registration and P.S. Gulshan, Gulshan Mouza being Plot No. 18, Road No. 16/A,
Gulshan Residential Area, Dhaka with a six-storied residential building thereon.

SCHEDULE – ‘B’

All that piece or parcel of land being fifty percent of 7 katha 11 chattak 18 square
feet more or less situated in the Gulshan Model Town of Rajdhani Unnayan
Kartripakkha (the then Dhaka Improvement Trust) in the District Dhaka, Sub-
Registration and P.S. Gulshan, Gulshan Mouza, being Plot No. 18, Road No. 16/A,
Gulshan Residential Area, Dhaka ALONG with apartment No. B5 admeasuring +-
2300 square feet floor area along with a car parking space and a proportionate share
of land in the name of Mr. Qurban Ali, apartment No. A4 admeasuring +- 2300
square feet floor area and a car parking space and a proportionate share of land in
the name of Mrs. Hamida Khan, apartment No. B4 admeasuring +- 2300 square feet
floor area along with a car parking space and a proportionate share of land in the
name of Mrs. Hosne Ara Begum, apartment No. B1 admeasuring +- 2300 square feet
floor area along with a car parking space and a proportionate share of land in the
name of Mr. Md. Abdul Majid, apartment No. A5 admeasuring +- 2300 square feet
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floor area along with a car parking space and a proportionate share of land in the
name of Dr. Md. Bazlur Rahman & Dr. Khaleda Akhtar.

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IN WITNESS WHEREOF, the parties hereto have duly executed this agreement on
this...... day of……………………., 2023.

Names and signatures of Names and signatures of

the Parties of the First Part: the Parties of the Second Part:

______________________ ______________________
(Sadia Chowdhury) (Qurban Ali)

______________________ ______________________
(Fariha Chowdhury) (Hamida Khan)

______________________ ______________________
(Redwan Karim Chowdhury) (Hosne Ara Begum)

______________________
(Md. Abdul Majid)

______________________
(Dr. Sayed Mustaque Ahmed
acting on behalf of Dr. Bazlur
Rahman and Dr. Khaleda Akhter
under power of Attorney)
WITNESS:
1. 2.

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