Building Facility Management and Services …

1 Building Facility Management and Services agreement Between ALDAR Properties PJSC and [insert Facility Manager entity] Meera, Shams Abu Dhabi, Al Reem Island, Abu Dhabi United Arab Emirates i Contents 1 Definitions and Interpretation 1 2 Appointment and Term 7 3 Services 7 4 Facility Manager's Obligations 8 5 Management Staff and Sub-Contractors 9 6 Records and Reporting 10 7 Facility Services Budget 11 8 Management Fee 11 9 Insurance 11 10 The Developer's Obligations 12 11 Apartment Strata Management Statement 12 12 Capacity of the Developer 13 13 Assignment 13 14 Liabilities and Indemnities 14 15 Damage to the Apartment Common Areas 14 16 Default and Termination 14 17 Representations and Warranties 16 18 Force Majeure Events 16 19 Publicity 17 20 Confidentiality 17 21 Intellectual Property 17 22 Notices 17 23 General 18 24 Dispute Resolution 19 25 Governing Law 20 Schedule 1 : Scope of Services 22 Schedule 2 : Minimum Service Levels 23 1 MEERA, SHAMS ABU DHABI - facilities Management agreement DATED BETWEEN: (a) Aldar Properties PJSC of Box [insert], Abu Dhabi, United Arab Emirates ("Developer"); and (b) [insert Facility Manager entity] of Box [insert], Abu Dhabi, United Arab Emirates (" Facility Manager").

2 WHEREAS: A. The Developer is the developer of Meera, Shams, Al Reem Island, Abu Dhabi (referred to in this agreement as the " Building " and further defined in clause ), which is a residential Building that comprises an Apartments and Apartment Common Areas. B. It is intended that the Building be strata subdivided into Apartments and Apartment Common Areas and that an Apartment Strata Management Statement be registered with the Land Department that shall also govern the rights and obligations of the Apartment Owners. C. Under the Apartment Strata Management Statement, an Apartment Owners Association shall be constituted in accordance with the Real Estate Law (once enacted). The Apartment Owners Association shall be responsible for the general administration and the day to day operation, Management , control, maintenance and repair of the Apartment Common Areas. D. Under the Apartment Strata Management Statement, the Apartment Owners Association must appoint a Facility Manager to assist it with the day to day operation, Management , control, maintenance and repair of the Apartment Common Areas.

3 E. Until such time as the Apartment Strata Management Statement is legally formed under the Real Estate Law, the Developer shall perform the functions of the Apartment Owners Association under the Apartment Strata Management Statement on behalf of the Apartment Owners including the appointment of a Facility Manager. F. The Facility Manager is experienced in the provision of facilities Management Services to Buildings of a similar size and nature to the Building and holds all consents, licences and approvals necessary to provide the Services to the Apartment Common Areas. G. The Developer, on behalf of the Apartment Owners Association and the Apartment Owners, in accordance with the Apartment Strata Management Statement, hereby nominates and appoints the Facility Manager to provide the Services to the Apartment Common Areas, and the Facility Manager hereby accepts such appointment, subject to and in accordance with the terms and conditions of this agreement and the Apartment Strata Management Statement.

4 IT IS AGREED as follows: 1 Definitions and Interpretation Definitions In this agreement , unless the context otherwise requires, the following definitions apply: Affiliate means, in relation to a Party, any person Controlling that Party, Controlled by that Party, or in common Control with that Party; agreement means this facilities Management and Services agreement including the Schedules together with any variations, modifications, supersessions or amendments to this agreement as may be agreed in writing by the Parties from time to time; Apartment means an apartment unit in the Building ; 2 Apartment Association Manager means the association manager appointed by the Developer to assist the Apartment Owners Association with the administrative Management of the Apartment Owners Association and the Apartment Common Areas generally; Apartment Common Areas means the areas and facilities that are shared by the Apartment Owners as further defined in the Apartment Strata Management Statement; Apartment Owners means the owners of Apartments in the Building ; Apartment Owners Association means the association legally formed under the Apartment Strata Management Statement in accordance with the Real Estate Law (once enacted).

5 A reference in this agreement to the Apartment Owners Association prior to its legal formation in accordance with the Real Estate Law will be a reference to the Developer in accordance with the Apartment Strata Management Statement; Apartment Service Charges means the contributions payable by the Apartment Owners to the General Fund from time to time in accordance with the Apartment Strata Management Statement; Apartment Strata Management Statement means the constitution registered or intended to be registered with the Land Department in respect of the Building in accordance with the Real Estate Law (once enacted). A draft copy of the Apartment Strata Management Statement has been provided to the Facility Manager on or before the date of this agreement (as may be amended by the Developer (and/or the Apartment Owners Association) from time to time in accordance with the provisions contained therein); Applicable Laws means all statutes, laws, rules, regulations, ordinances, codes or other legal requirements of any Government Authority, together with any judgments, injunctions, orders or other similar requirements of any court, administrative agency or other legal adjudicatory authority, in effect at the time in question and in each case to the extent the Building or the person in question is subject to the same.

6 Asset Register means a register of all assets (fixed and movable) owned by the Apartment Owners collectively or otherwise determined to be Apartment Common Areas from time to time. The Developer shall provide the Asset Register to the Facility Manager on or before the Effective Date; Building means the Building known as "Meera", Al Reem Island, Shams, Abu Dhabi including the surrounding areas and facilities within the plot; Business Day means any day which is not a Friday, Saturday, or declared public holiday for the private sector in the Emirate of Abu Dhabi, UAE; Claims means any or all liabilities, fines, suits, claims, obligations, damages, penalties, demands, actions, costs and expenses of any kind or nature (including reasonable legal fees); Confidential Information means all information disclosed (whether in written or other form) in confidence or which by its nature ought to be regarded as confidential by or on behalf of a Party to another Party, including any business information which is not directly applicable or relevant to the arrangements contemplated by this agreement .

7 Control means the power of a person to procure that the affairs of an entity will be managed in accordance with the wishes of that person, whether: (a) by means of the holding of shares, or the possession of voting power, in or in relation to that or any other entity; or (b) by virtue of any powers conferred by the constitutional documents, or any other document, regulating that or any other entity, and Controls and Controlled by have equivalent meanings; 3 Cost of Services means the cost of the provision of the Services incurred by the Facility Manager either directly or payable to a third party Sub-Contractor. The Cost of Services for each Operating Year shall be specified in the respective Facility Services Budget and may be varied by the Parties in accordance with this agreement ; Developer means the Party so named in the recitals to this agreement . A reference in this agreement to the Developer includes a reference to the Apartment Owners Association to the extent that the context permits; Dispute means any dispute between the Parties connected with the formation, performance, interpretation, nullification (or consequences thereof), termination or invalidation of this agreement , or arising from, out of or related to, this agreement in any manner whatsoever; Effective Date means the date of this agreement , being the date upon which the terms and conditions of this agreement come into full force and effect (or such other date that the Parties agree that the Facility Manager shall commence the provision of Services to the Apartment Common Areas); Expert means a person: (a) with qualifications or experience of not less than seven (7) years standing in the relevant area or areas which cover the nature of the Dispute.

8 (b) has no personal or financial interest in the results of any proceedings relating to the Dispute and/or no relationship with the Dispute or the Parties that may create an appearance of bias; (c) is not, and has not in the two (2) years immediately preceding the Dispute been employed (whether as an employee, consultant or advisor or otherwise) by any Party (or Affiliate thereof); Facility Manager means the Party so named in the recitals to this agreement . A reference in this agreement to the Facility Manager includes a reference to the Management Staff together with, where the context allows, any Sub-Contractors; Facility Manager's Room means the room within the Apartment Common Areas allocated by the Developer to the Facility Manager for use by the Facility Manager to enable and support the provision of the Services (as may be varied from time to time by the Developer); Facility Services Budget means a financial budget prepared by or on behalf of the Facility Manager in accordance with international accounting standards setting out the Services that are intended to be provided to the Apartment Common Areas by the Facility Manager under this agreement for the following Operating Year together with the estimated Cost of Services and the Management Fee.

9 Force Majeure Event means any of the following acts, causes, circumstances or events beyond the reasonable control of the Party: (a) fire, storm, tempest, lightning, earthquake, other exceptional weather conditions and effects, explosion, epidemic, natural disaster, and/or an act of God; (b) threat of or preparation for war (whether or not declared), invasion, act of foreign enemies, hostilities, civil war, rebellion, revolution, insurrection, terrorist or military action of whatever nature and with whatever effect, confiscation, nationalisation, any form of usurped power, or any threat of the foregoing; (c) any form of labour dispute, lock-outs, strikes, boycott, riot, civil commotion and/or disorder; (d) decree of, refusal or revocation of any approval, licence, consent or otherwise, by a Relevant Authority and/or any negligence, failure and/or delay in acting, approving, supplying and/or completing by any Government Authority; 4 (e) political interference with the normal operations of a Party; (f) unforeseen site, premises and / or operating conditions, non-availability of equipment and/or materials, loss and/or damage by any one (1) or more of the risks contemplated by this agreement to be insured against by a Party; or (g) any other act, cause, circumstance or event that materially adversely affects: (i) the performance of the terms and/or conditions of this agreement by a Party; and/or (ii) a Party s business or financial condition; General Fund means the general fund of the Apartment Owners Association as further defined in the Apartment Strata Management Statement.

10 Initial Term means the period of three (3) years commencing on the Effective Date; Intellectual Property means all intellectual property of whatever nature, including, without limitation, copyrights, domain names, patents, inventions (whether patentable or not), trademarks, service marks, trade names, design rights, all rights in confidential information, know-how, all database rights, moral rights, and all rights of whatsoever nature in computer software and data, in each case whether such intellectual property is registered or unregistered and including applications for the grant of any such rights and any and all forms of protection having equivalent or similar effect anywhere in the world and any rights under licenses in relation to any such rights belonging to, or used under license, by a Party or any of its Affiliates; KPI Performance Report means the report referred to in clause ; Land Department means the Property Registration Administration Department of Abu Dhabi Municipality or other applicable land registry; Management Fee means the fee payable to the Facility Manager in respect of the provision of the Services .