17.02.

2022
B-5
DEED OF AGREEMENT

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

BETWEEN

SOUTH BREEZE HOUSING (PVT.) LIMITED, a private limited company incorporated under
the Companies Act 1994 and having its registered office at South Breeze Center, 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

FARUQUE HASSAN son of Shafi Uddin Ahmed and ………………….., of Concord Nessa,
Apt. No. 502, House No. 16, Road No. 59, Gulshan-2, Dhaka-1212, date of
birth: ........................................, NID No. 329 505 5911 and by nationality a Bangladeshi,
hereinafter referred to as “the Purchaser” which expression where the context so admits shall
mean and include its, successors-in-interest, legal representatives and assigns of the OTHER
PART.

WHEREAS by virtue of an Indenture of Lease executed and registered on the 20th October 1964
by and between the then Dacca Improvement Trust as 'the Lessor' and Khawaja Mashooqullah as
the Lessee'' a plot of land measuring 1 (one) bigha being plot No. 19 of Block No. NW(D) of the
layout Plan of Gulshan Model Town, Mouza: Bhola Shamair, Dhaka was demised unto the
aforesaid Khawaja Mashooqullah for a period of ninety-nine years from the 2nd April 1964 and
the aforesaid indenture of lease was registered in Book No. 1, Volume 133 pages 261 to 270
bearing the number 9690;

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AND WHEREAS while the aforesaid Khawaja Mashooqullah was enjoying the ownership and
possession of the aforesaid plot of land, he transferred the plot by way of sale to one Mr. Qamrul
Huda through the execution and registration of a Conveyancing Deed on the 1st August 1968
and the deed bears the number 12539;

AND WHEREAS while the said Md. Qamrul Huda was enjoying the ownership and possession
of the said plot, he made an oral declaration on 18.02.1976 by which he gifted (heba) the plot to
his wife Mst. Shamsunnahar Huda in accordance with the Islamic Law and in support of the oral
gift he swore and executed an affidavit before a Magistrate, 1st Class Dhaka;

AND WHEREAS in response to an application by the said Md. Qamrul Huda, the Estate Officer
of the then Dacca Improvement Trust wrote back to him on 18.03.1976 communicating that the
name of his wife Mst. Shamsunnahar Huda had been recorded as the new lessee in respect of the
said plot of land;

AND WHEREAS in response to an application dated 02.03.1984 by the said Mst. Shamsunnahar
Huda the Estate Office (incharge) wrote back to her on 28.03.1984 advising her to deposit a sum
of Tk.5,00,000/- (Taka five lac) only as Transfer fee with Sonali Bank, DIT branch for the
transfer of the plot by her in favour of Begum Jinnat Islam (one of the four owners);

AND WHEREAS by an Indenture of Sale executed and registered on the 24th May 1984 the said
Mst. Shamsunnahar Huda transferred by way of sale the plot in question to Begum Jinnat Islam,
one of the present four Land Owners and the deed bears the number 2352;

AND WHEREAS by the issue of a memo dated 29.11.1984 the then Dacca Improvement Trust
communicated to Begum Jinnat Islam that her name had been recorded as the new lessee of the
plot in question;

AND WHEREAS the land owner Begum Jinnat Islam constructed a three-storied residential
building on the plot after obtaining the approval of a plan for it by RAJUK;

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AND WHEREAS after the acquisition of the ownership of the plot the owner Mst. Jinnat Islam
recorded her name in the Office of the Assistant Commissioner (Land) concerned through
Namjari and Jamabhag Case No. 12115/10-11 dated 16.03.2011;

AND WHEREAS the land owner Begum Jinnat Islam through an oral declaration made a gift of
three-fourth of the plot and three fourth of the building standing thereon in favour of her three
sons, Md. Ehsanul Islam, Md. Faizul Islam and Md. Shahedul Islam in equal shares ;

AND WHEREAS on the 14th day of May 2015 the Owner Begum Jinnat Islam executed and
registered a deed of Declaration of Heba in confirmation of the said oral declaration and on its
registration the deed was given the number 3554;

AND WHEREAS by the issue of a memo being Memo No. ivRDK/G-1/¸j/GbWweøD(wW)-

59-19/2789 dated 10.06.2015 the Assistant Director (Estate & Land-1), RAJUK, Dhaka
communicated to the Owners that the names of the three donees had been recorded along with the
donor Begum Jinnat Islam as the new lessees of the plot of land and the land is described in Schedule
‘A’ below and hereinafter referred to as ‘‘the Scheduled ‘A’ Land’’;

AND WHEREAS the present four Owners jointly recorded their names in the Office of the
Assistant Commissioner, Gulshan Land Office, Dhaka through Namjari Case No. 92/15-16 dated
23.07.2015 and the land development taxes have been paid in their names;

AND WHEREAS since the acquisition of the Ownership of the said plot of land the Land
Owners have been exercising all the rights of Ownership in respect of ‘the Schedule ‘A’ Land’;

AND WHEREAS the Land Owners were desirous of developing the Schedule ‘A’ Land into a
multi-storied apartment complex and for the purpose they intended to engage a real estate
developer;

AND WHEREAS the Developer expressed its willingness to undertake a project for the
development of ‘the Schedule ‘A’ Land’ into a multi-storied apartment complex on a joint
venture arrangement with the Land Owners;

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AND WHEREAS the four Land Owners and the Developer South Breeze Housing (Pvt.) Limited
carried out negotiations between themselves and reached an understanding for undertaking the
implementation of a project involving the construction of a high-rise apartment complex on ‘the
Schedule ‘A’ Land’ and the Land Owners and Developer considered it necessary that they should
record the mutually agreed terms and conditions through the execution of a deed of agreement;

AND WHEREAS on the 10.08.2015 / 11.08.2015 the four owners of the Schedule ‘A’ Land and
the developer South Breeze Housing (Pvt.) Limited executed registered a Deed of Agreement
bearing the number 6238 for the purpose of undertaking a real estate development project
involving the Schedule ‘A; Land and under the terms of the contract the said real estate developer
undertook to construct a high-rise residential building consisting of 16 (sixteen) levels on the
Schedule ‘A’ Land;

AND WHEREAS under the terms of the said deed of agreement the four owners of the Schedule
‘A’ Land’ executed and registered an Irrevocable Power of Attorney on the 10.08.2015 /
11.08.2015 (bearing the number 6239) in favor of the developer South Breeze Housing (Pvt.)
Limited conferring on the latter all necessary powers for the construction of the building and for
the transfer of the ten apartments of the building along with proportionate land and car parking
spaces reserved for the Developer AND the apartment No. B-5 on the eastern part of the
building along with a proportionate land and 2 (two) parking space(s) is one of the ten apartments
reserved for the Developer and the same is being the subject of this deed of agreement AND the
apartment along with the proportionate land and 2 (two) parking spaces is described in Schedule
‘B’ below and hereinafter referred to as the Schedule ‘B’ Property;

AND WHEREAS by the issue a of

memo being Memo No.
ivRDK/G‡÷U/1/¸j/GbWweøD(wW)-59-19/4351 dated 06.10.2015 the Assistant Director
(Estate & Land-1), RAJUK, Dhaka communicated the approval of the aforesaid power of
attorney by the RAJUK;

AND WHEREAS the plan for the multi-storied residential building now under construction on
the Schedule ‘A’ Land was approved on 10.01.2019 by the Rajdhani Unnayan Kartripakkha and
the grant of the approval was communicated to the Owner by a memo being Memo
No.25.39.000010634.961/18/29 ¯’v dated 10.01.2019;

AND WHEREAS under the terms of the aforesaid deed of agreement dated the 10th August 2015
the Developer has undertaken to construct a residential building consisting of 16 (sixteen) levels
and there shall be 22 (twenty two) apartments in the building, out of which 10 (ten) apartments
including one duplex (comprising 50% (fifty percent) of the total built-up space) along with 50%
(fifty percent) of parking spaces in the building and 50% (fifty percent), in undivided and
undemarcated state, of the Schedule ‘A’ Land shall remain reserved for the Developer with the
right to transfer each and all the twelve apartments in favour of any person;

AND WHEREAS the four Land Owners and the Developer executed on the 10th August 2015 a
Deed of Sharing of Apartments (Bantannama), stating the distribution of the 22 apartments
between the four Land Owners and the Developer;

AND WHEREAS the Purchaser expressed interest to buy an apartment of the 5th floor, Type B,
eastern side in the multi-storied building now under construction on ‘the Schedule ‘A’ Land’ and
for the said purpose the Purchaser held negotiations with the Developer;

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AND WHEREAS after the holding of the negotiations between the Purchaser and the Developer,
the Purchaser agreed to buy the apartment to be built on the 5th floor, Type B, eastern side of
the multi-storied residential building along with a proportionate share of the land i.e. the
Schedule ‘B’ Property upon terms and conditions set forth hereinbelow;

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 the said apartment to the Purchaser;

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

1. That the Purchaser shall buy from the Developer and the Developer shall sell to the
Purchaser 1 (one) apartment in the building to be known as “Bakul’s SouthBreeze
Autograph” 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’ below.

2. That the total sum of money to be paid by the Purchaser to the Developer as price of the
apartment, the proportionate share of the Schedule ‘A’ Land (in undivided and
undemarcated state), two car parking spaces is Tk. 9,26,52,500/- (Taka nine crore twenty
six lac fifty two thousand and five hundred only) excluding clause 2(c) below.

Statement of Cost
a) Apartment more or less 3,815 sft. (Gross) x Tk. 23,500/- Tk 8,96,52,500/-

b) 1st car park @ Tk. 15,00,000/-

Tk 30,00,000/-
2nd car park @ Tk. 15,00,000/-

Tk 9,26,52,500/-

c) Reg. cost, VAT, Dev. Tax, etc. on actual basis with service charges. +

3. a) That the Purchaser shall buy from the Developer and the Developer shall sell to the
Purchaser an apartment on the 5th floor eastern and measuring more or less 3,815 (three
thousand eight hundred and fifteen) square feet along with a proportionate share of ‘the
Schedule ‘A’ Land’ in undivided and undemarcated state out of more of less 1 (one) bigha
and two parking spaces (described in Schedule ‘B’ below). 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 Purchaser is subject to the determination of the same by the RAJUK.

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.

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 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.

4. a) That the sum of Tk. 9,26,52,500/- (Taka nine crore twenty six lac fifty two thousand
and five hundred only) (being the price of the Schedule ‘B’ Property) shall be paid in
accordance with the following schedule:

Payment Schedule
Booking money- Paid 28th October 2021 20,00,000/-
Down payment- Paid 17th February 2022 2,00,00,000/-
1st installment 15th March 2022 25,23,000/-
2nd installment 15th April 2022 25,23,000/-
3rd installment 15th May 2022 25,23,000/-
4th installment 15th June 2022 25,23,000/-
5th installment 15th July 2022 25,23,000/-
6th installment 14th August 2022 25,23,000/-
7th installment 15th September 2022 25,23,000/-
8th installment 15th October 2022 25,23,000/-
9th installment 15th November 2022 25,23,000/-
10th installment 15th December 2022 25,23,000/-
11th installment 15th January 2023 25,23,000/-
12th installment 15th February 2023 25,23,000/-
13th installment 15th March 2023 25,23,000/-
14th installment 15th April 2023 25,23,000/-
15th installment 15th May 2023 25,23,000/-
16th installment 15th June 2023 25,23,000/-
17th installment 15th July 2023 25,23,000/-
18th installment 14th August 2023 25,23,000/-
19th installment 15th September 2023 25,23,000/-
20th installment 15th October 2023 25,23,000/-
21st installment 15th November 2023 25,23,000/-

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 22nd installment 15th December 2023 25,23,000/-
23rd installment 15th January 2024 25,23,000/-
24th installment 15th February 2024 25,23,000/-
25th installment 15th March 2024 25,23,000/-
26th installment 15th April 2024 25,23,000/-
27th installment 15th May 2024 25,23,000/-
28th installment 15th June 2024 24,00,000/-
29th installment 75 (seventy-five) days before the 1,31,500/-
time of the delivery of possession
and/or the registration of the deed of
Total Price only for one apartment and two transfer.
car Parking spaces = Tk. 9,26,52,500/-

b) Other costs such as VAT, registration fees, gain tax, stamp duty, development tax,
transfer fees, AIT, misc. expenses, etc., shall be paid by the Purchaser as per clause 2(c)
as and when required and the Purchaser shall be informed of the expenses to be incurred
by the Developer at various times. The Purchaser shall pay in full all that the Purchaser
is 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 Purchaser.

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, email: faruque@giantbd.com and also have the
right to allot the schedule ‘B’ Property to any other person. Alternatively, the company
may, at its option, allow the Purchaser 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 Purchaser within the period that may be specified in the notice.

b) That if the Purchaser makes a default as per payment clause mentioned in clause
4(a) & (b) then the Developer may 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 Purchaser 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 Purchaser, the Purchaser shall not be
entitled to the refund of the whole money paid by him to the Developer. An amount
equaling 10% of the total price of the apartment shall be forfeited in favor of the
Developer. The Developer shall not be under any obligation to pay any interest in
respect of the money refunded to the Purchaser.

d) That if for any reason the Purchaser intends to terminate this agreement, he shall make
an application to the Developer for the purpose. The Purchaser shall not be entitled to
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 receive the whole of the amount paid by him and 10% of the total price shall be
forfeited. The Developer shall, after deducting the 10% refund the remainder after the
sale of the Schedule ‘B’ Property to a third person.

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 25% of the existing price) during the period of
construction, the Purchaser shall pay the additional cost proportionate to its share of the
land described in Schedule “B” Property.

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 the approved building plan and the Developer’s standard specifications.

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

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 Purchaser 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
Purchaser to the Developer pursuant to clause 4 above is paid up by the Purchaser the
Developer shall not be bound to execute a deed of sale for the transfer of the Schedule ‘B’
Property.

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 “Bakul’s SouthBreeze
Autograph” in 29 (twenty nine) months from the date of signing this deed of agreement
and a grace period of six months. If the project is completed earlier the Purchaser will make
payments earlier and in full. The time-limit so fixed shall, however, be extendable, at the
option of the Developer if this becomes absolutely necessary on account of non-payment of
the installments in time by purchaser, non-availability of any necessary building materials,
any work done on Purchaser choice, Act of God, natural calamities, civil commotion,
pandemic any belated decision on the part of the Purchaser 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, underground and
over-head reservoirs, a swimming pool, 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

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 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/25.39.0000.106.34.961/18/29
¯’vt dated 10.01.2019) 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 Purchaser
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 Purchaser 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 Purchaser shall,
intimate in writing, within two months of the execution of this deed of agreement 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 Purchaser. In the case of additional expenses (i.e., the extra
expenses necessary for upgradation from the usual standard) the Purchaser shall pay the
extra money in advance to the Developer with a service charge of 10%. 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 Purchaser desires to carry out any interior arrangement work (different from
the standard followed by the Developer) by himself/herself he/she 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 Purchaser 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 Purchaser completing the interior
work beyond the construction period. Besides, as far the financial loss of the Developer
is concerned the 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 Purchaser, the Purchaser 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 Purchaser shall not
take more than 3 (three) months in the event the Purchaser decides to carry out the said
work by himself and the three months shall not extend beyond the construction period
stipulated herein.

c) That the work of alteration desired by the Purchaser in respect of the apartment
reserved hereunder for the Purchaser shall be carried out under the Joint supervision of
the Developer and the Purchaser, but the Purchaser shall not charge any fee for his
supervision. The Developer shall not be required to attain a standard of workmanship
above what is normally found in the residential complexes built in Gulshan Model Town
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.
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15. That the Purchaser along with owners or occupiers of other apartments shall be jointly
responsible for the operation, maintenance, repairs and replacement of the lifts, community
hall, swimming pool, 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 Purchaser 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 Purchaser shall pay Tk.16,00,000/- (Taka sixteen lac) to the Developer a
sum of money as price for such shared 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 Purchaser, 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 ‘A’ and the Schedule ‘B’
Property. Notwithstanding the payments 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 ‘A’ and the Schedule ‘B’ Property shall be deemed to accrue until the deed of sale
is executed and registered by the Developer.

18. That after the completion of construction of the apartment, the Developer shall give notice
in writing to the Purchaser to take vacant possession of the Schedule ‘B’ Property within
30 (thirty) days of the dispatch of the notice. In case of failure on the part of the Purchaser
to take delivery of the possession of the Schedule ‘B’ Property within the said time limit,
the Purchaser 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’ Property 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’
Property.

19. That the title of the Schedule ‘B’ Property shall, after the execution and registration of the
sale deed mentioned in clause 17 above, absolutely vest in the Purchaser 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 Purchaser shall
acknowledge in writing the fact of his taking vacant possession of the Schedule ‘B’
Property from the Developer.

20. That under no circumstances the possession of the Schedule ‘B’ apartment shall be given to
the Purchaser before the completion of its construction in all respects. Nor shall the
possession of the Schedule ‘B’ apartment be given to the Purchaser unless all payments
Page 10 of 19
 required to be made under this agreement or any other subsequent agreement between the
parties here to have been made in full by the Purchaser to the Developer. If on the completion
of the construction of the Schedule ‘B’ apartment the Purchaser fails 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 Purchaser 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.

22. a) That the Purchaser consents 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 Purchaser 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 Purchaser shall be entitled to on obtaining the transfer of
the Schedule ‘B’ Property. This is subject to RAJUK’s policy.

23. That the Purchaser shall jointly with the owners or occupiers of other apartments of the
multi-storied building use and enjoy its swimming pool, common corridors, stairs and his
landings, entrances and exits of that building and other common adjuncts, fixtures and
fittings thereto and shall bear proportionate share of his 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 Purchaser shall not use the Schedule ‘B’ apartment or any part thereof for any
purpose other than for residential purpose nor shall 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 Purchaser 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, swimming pool, 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 his own costs which shall be borne by them in proportion to his respective
shares in the Schedule ‘A’ Land.

26. That the Purchaser 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.

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27. That the Purchaser 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 Purchaser 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 for in the schedule ‘A’ land
or the multi-storied building nor shall the Purchaser 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 Purchaser 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 Purchaser shall not display any business signboard, advertisement board and
designs in any part of the Scheduled ‘B’ apartment 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
and for holding parties. The roof top shall not, unless otherwise provided by the rules and
regulations of the cooperative society/owners’ association mentioned hereinafter, be used
for any other purpose.

32. That the Purchaser shall pay all rents, cesses, 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
his share in the Schedule ‘A’ land. Provided that the Purchaser 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 Purchaser. Provided that
in the event the Purchaser takes over the possession of any part of the Schedule ‘B’
Property, the Purchaser 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 Purchaser
shall pay his 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
his/her/its 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 Purchaser.

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 Purchaser 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
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 Purchaser 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 Purchaser along with other Purchaser shall be jointly and
severally responsible for the above acts, deeds and duties to be entrusted to
Cooperative Society / owners’ association.

b) That the Purchaser shall, prior to taking over the possession of the apartment, join the
society or owners’ association by way of subscribing to its constitution under his own
hand and make a payment of Taka 2,00,000/- or as decided by Owners’ Association as
initial deposit toward the creation of the fund of the society or association.

c) That the Purchaser 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 Purchaser 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 swimming pool, 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.

d) That the society or owners’ association to be formed shall hold at least one general
meeting of the members in every month and three members not being joint owners of
any apartment or apartments present in person shall constitute the quorum for the
meeting. Provided that decisions on matters relating to repairing and painting of the
building, the determination of the amount of the monthly contribution of a member
and the like shall be taken by the approval of the owners of at least 10 apartments and
matters relating to any major rearrangement shall be resolved unanimously by the
owners of all the apartments.

36. 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 “Bakul’s SouthBreeze
Autograph” in 29 (twenty nine) months from the date of signing this deed of agreement
and a grace period of six months. The time-limit so fixed shall, however, be extendable, at
the option of the Developer if this becomes absolutely necessary on account of lockdown
for COVID-19 situation, the impact of COVID-19 pandemic, non-payment of the
installments in time by purchasers, non-availability of any necessary building materials, any
work done on the Purchaser’s choice, Act of God, natural calamities, civil commotion,
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 earthquake, flood, famine, acts of enemy, war, military operations of any nature, blockage,
strike, embargo, any belated decision on the part of the Purchaser or for any reason beyond
the control of the Developer.

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

38. That the Purchaser hereby declares that he/she has 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 Purchaser have inspected and the Purchaser shall not also raise any objection as to the
quality of building materials (of which he/she has 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 Purchaser may inspect
the work of construction and the Purchaser 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 Purchaser shall abide by the rules and regulations laid down by the RAJUK in
connection with the transfer and mutation of the apartment built on a plot of land leased by
the RAJUK 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 Purchaser shall abide by the clauses set forth in the deed of lease executed by and
between the allottee Khawaja Mashooqullah of the plot and the Rajdhani Unnayan
Kartipakkha, on the 20th October 1964.

44. That the Developer shall not be under any obligation to hand over the original lease deed to
the Purchaser. In case of any need, the Purchaser 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 Purchaser
from the Developer all obligations (unless stated otherwise in this deed of agreement) on
the part of the Developer shall cease.

46. That the Purchaser 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
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 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 Purchaser 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
apartment according to plans and specifications adopted by the Developer for all the
apartments at “Bakul’s SouthBreeze Autograph”. If any alteration in the interior is desired
by the Purchaser, he shall make known his 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 Purchaser shall
bear all the extra expenses with a service charge and time.

50. That the work of alteration shall be carried out under the Joint supervision of the Developer
and the Purchaser, but the Purchaser shall not charge any fee for his supervision. The
Developer shall not be required to attain a standard of workmanship above what is normally
found in the apartment complexes built in Gulshan Model Town 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.

51. That as long as the Developer provides new articles, fitting, fixtures, machines and
equipment (of the brand specified in this deed of agreement) at “Bakul’s SouthBreeze
Autograph” the Developer shall not be held responsible for any defect in them which
cannot be discovered on a reasonably careful inspection of them.

52. That from the time the Purchaser takes delivery of the Schedule ‘B’ apartment he shall
share proportionately the common expenses to be incurred in connection with the
maintenance of the common facilities and amenities to be provided at “Bakul’s
SouthBreeze Autograph”. If at any time the schedule ‘B’ apartment is ready for delivery but
the Purchaser fails 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 Purchaser, the Purchaser shall still be liable
to share the common expenses proportionately.

53. That any brochure that the Developer may print and issue for promotional purpose shall not
be considered part of this agreement.

54. 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.

55. 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

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 Developer. In such situations the Developer shall, subject to consultation with the
purchaser(s), use alternative machines, meters and equipment available in the market.

56. 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.

57. 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.

58. 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 Purchaser
shall bear proportionately the additional costs or expenses thereof.

59. 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
(size 8’ x 8’) and the other one at a conspicuous point of the project site a neon sign board /
stone etc. of the size more or less 4' × 6'. Both signboards shall continue to be at the site as
long as the multi-storied building remains in existence.

60. 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 Purchaser shall be under
obligation to keep them on.

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

62. 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 purchaser, 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 such
apartments to the adhoc committee.

63. 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. The arbitration shall be conducted in
accordance with the provisions of the Arbitration Act 2001.

S C H E D U L E – ‘A’

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All that piece or parcel of land containing by ad-measurement 1 (one) bigha land more or less
situated in Gulshan Model Town at Plot No.19, Road No.59, Block-NW(D), Mouza:
previously Bhola Shamair and presently Gulshan Residential Area, Sub-registrar's Office:
Gulshan, P.S.: Gulshan, District: Dhaka prepared by the previously Dhaka Improvement
Trust (D.I.T) presently Rajdhani Unnayan Kartripakkha.
The plot is butted and bounded –
On the north : by NW(D) 20, Road No. 62
On the south : by Road No. 59
On the west : by NW(D) 17
On the east : by NW(D) 21

SCHEDULE – ‘B’

The apartment to be built on the 5th floor (Apartment No. B-5) of the ‘B’ Block (eastern side) of
the multi-storied apartment complex called “Bakul’s SouthBreeze Autograph” to be constructed
on the plot of land described in Schedule ‘A’ above. The apartment measures more or less 3,815
(three thousand eight hundred and fifteen) square feet (including share of common space, share of
community hall and gardens) 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 RAJUK)
AND two car parking spaces situated in the middle of the upper basement bearing the numbers
............ (....................) and ............. (....................).
North

............. Basement Plan

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Page 18 of 19
In witness whereof the parties hereto have set their hands unto this deed of agreement on the date
first above stated.

Faruque Hassan
The Developer The Purchaser

Witnesses :

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

2. Signature :
Name :
Father's name :
Address :

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