Preamble:

Whereas:

The Investment Manager is a legal entity engaged in managing and investing in the construction and development of the “The Edge, Project 002”, through acquiring the plot subject of the Project and financing its development from various funding sources, including but not limited to raising investors’ funds to finance the acquisition of the land and/or the execution of the construction thereon, as well as undertaking the sale of the units comprising the Project.
The Investment Manager shall enter into an agreement with a Developer, being an external legal entity, for the management of the Project, whereby the Developer shall be responsible for contracting with third parties to execute the engineering and construction works of the Project, in consideration of an amount and/or a percentage of fees and/or profits as agreed upon between the Developer and the Investment Manager, as set forth in the Terms and Conditions annexed hereto.
The Investor seeks to contribute the Investment Amount as its capital in the Project in consideration of the First Party undertaking and performing the work described above, with the objective of generating profit in accordance with the terms and framework of this Agreement and its annexes.
The Investor acknowledges its capacity to authorize the Investment Manager to perform the work agreed upon under herein, and the Investment Manager acknowledges its capacity to accept such authorization.
The Investor shall remit the investment amount to the Investment Manager in accordance with the terms of this Agreement and its Terms and Conditions. The share of each Party in the profits shall be determined as set forth herein. The actual deposit of the investment amount into the designated bank account of the Project shall constitute the date on which the Investor’s financial commitment is deemed effective. Upon completion of the deposit, the Investment Manager shall issue an investment certificate to the Investor, which shall serve as evidence of the Investor’s participation in the Investment and entitlement to the agreed return upon its occurrence.

Now, therefore, the Parties have agreed to enter into this Investment Agreement in accordance with the following provisions:

1. Purpose:
The purpose of this Agreement is to set forth and govern the relationship between the Parties within the framework of an investment arrangement designed to raise capital from the Investors (the “Second Party”) for the purpose of financing the development of a real estate project identified as “The Edge, Project 002” The First Party, acting in its capacity as the (Investment Manager), shall be responsible for securing funds from the Investors, exercising overall administrative supervision of the Project’s implementation, and monitoring its progress through all phases of development. This shall be carried out in a manner that serves the interests of both Parties and ensures the distribution of profits, if realized, and the allocation of losses, if any, in accordance with the provisions of this Agreement and the Terms and Conditions annexed hereto.

2. Project Details:
2.1 This Agreement is entered into for the purpose of financing and implementing an investment project consisting of the development and construction of a commercial building comprising twenty-eight (28) units , to be located in Amman, Jordan, in the Dair Ghbar area, Basin Dair Ghbar No. 16, on the plot intended to be acquired by Building Horizon for Real Estate Investments LLC through the Project’s funding sources. The total area of the land measures approximately of seven hundred and twenty-six (726.000) square meters square meters, or any other plot as the Investment Manager may deem appropriate for the financing, development, and construction of the Project, in the event that the acquisition of the described plot is not possible due to circumstances beyond its control.

2.2 The Project shall be executed with an anticipated duration of two (2) years commencing from the Date of Entry into Force, which shall be deemed the date on which all of the following conditions have been collectively satisfied: (a) the financial close of the Fund; (b) the transfer of ownership of the plot into the name of the First Party; and (c) the obtaining of all regulatory and legal approvals required for construction.

2.3 The Investment Manager shall have the right to amend the details of the Project or its timeline as may be necessary to serve the interests of the Project or in response to market or regulatory circumstances, and may, at its sole discretion, notify the Investors in writing of any amendment it considers material.

3. Capital Amount:
3.1 The capital of this Project is set at an estimated amount of Three million ninety-four thousand one hundred and ten (3,094,110) Jordanian Dinars, which shall also constitute the approximate total cost of the Project (the “Estimated Total Project Cost”). Such capital shall be provided through a combination of financing sources, including but not limited to:

3.1.1 Investors’ contributions in an approximate amount of One million two hundred thousand (1,200,000) Jordanian Dinars, representing approximately Thirty-nine percent (39%) of the Project Capital, in accordance with the provisions of this Agreement and the Terms and Conditions annexed hereto;

3.1.2 Proceeds derived from the anticipated sales of the units, whether prior to and/or during the construction period and/or following completion of construction, in an approximate amount of Eight hundred ninety-four thousand one hundred and ten (894,110) Jordanian Dinars , representing approximately Twenty-nine percent (29%) of the Project Capital; and/or

3.1.3 Bank financing by way of lease-to-own arrangement (Ijarah Muntahia Bittamleek), in an approximate amount of One million (1,000,000) Jordanian Dinars, representing approximately Thirty-two percent (32%) of the Project Capital, should the Investment Manager deem it necessary to resort thereto for financing part of the costs. The Investment Manager shall have the right, at any time during the Fundraising Period and/or the Investment Period, in its sole discretion, to increase the amount of bank financing above the amount stated, and such stated amount shall not be considered a maximum limit for financing. The Investment Manager may make such increase to the extent it deems necessary to finance the Project, restructure its obligations, or review and revise the financial and financing studies of the Project. The Investment Manager may implement this decision, if required, in accordance with its authority under this Agreement, even if this results in a change to the Project costs stated in this Agreement and in the Terms and Conditions, without any need to obtain the Investor’s approval.

3.2 The Parties acknowledge that the anticipated sales proceeds, whether realized prior to and/or during the construction period and/or following completion of construction, may wholly or partially obviate the need for bank financing. In such case, the Investment Manager shall have the right to notify the Investors, in writing, of any such amendment, if any, to the financing plan.

3.3 The Investor acknowledges its awareness that all percentages and figures set forth in clause (3.1) above have been stated on the basis of preliminary estimates and initial studies of both the Project and the investment plan, and that such figures remain subject to change and adjustment at any time during the investment term.

4. Expected Return on the Investment Amount:
4.1 The purpose of this Agreement is to achieve an expected profit return for the Investor within a range of (18%) to (31%) of the Investment Amount, based on the anticipated performance of the net profits realized from the sale of the real estate units in the Project. This shall be carried out in accordance with the details set out in Clause (25) of the Terms and Conditions document.

4.2 The expected return is indicative and not guaranteed. It is contingent upon the actual results of real estate sales during the Project implementation period or after its completion and construction. The Investor acknowledges and accepts that this investment is subject to real estate market risks and investment risks in general, and shall not create any legal obligation or undertaking to achieve a specific or guaranteed profit.

4.3 The expected profit return referred to in clause (4.1) above shall be deemed the anticipated return to be achieved for the Investor over the entire investment term as specified in clause (2.2) of this Agreement and clause (4.2) of the Terms and Conditions annexed hereto.

5. Rights and Obligations of the First Party:
5.1 The First Party undertakes to open a bank account exclusively to this Project, into which the Investment Amounts shall be deposited.

5.2 The First Party shall acknowledge receipt of the Investment Amount and the subscription fee transferred by the Investor under this Investment Agreement upon completion of the bank deposit of the Investment Amount and subscription fee into the First Party’s account, in accordance with the policies applied by banks operating in Jordan. The First Party further undertakes to use such funds solely for financing and managing the investment operation, including financing the execution of the Project works, in accordance with the provisions of this Agreement and its Terms and Conditions annexed hereto.

5.3 The First Party shall seek to obtain all licenses, approvals, and official permits required for the execution of the Project, whether directly or through the external Developer, including but not limited to engineering, architectural, and/or municipal permits from the competent authorities in the Hashemite Kingdom of Jordan, as well as any and all approvals and licenses necessary to ensure the construction of the Project, within the agreed timeframe. The First Party shall also ensure that the Project complies with civil planning regulations and the approved zoning plans, and shall not be held liable for any delay or obstruction caused by governmental authorities, external parties, or circumstances beyond its control.

5.4 To supervise the Project implementation schedules and verify the external Developer’s compliance therewith, and to take the necessary measures to avoid delays in such schedules. The First Party shall be entitled, if it deems appropriate, to notify the Investor of any material delay in execution within ten (10) business days from the date of becoming aware thereof.

5.5 To manage the stages of implementation and monitor the performance of the external Developer, ensuring that the works are executed in accordance with the required quality and specifications.

5.6 To refrain from charging the Project with any additional expenses not related to the Project or the investment.

5.7 To endeavor to sell the real estate units of the Project, whether directly or through the Developer, in a manner that serves the interests of the Project, in accordance with the adopted marketing and sales plan, and consistent with the objectives of the investment operation and the interests of the Investors.

5.8 The First Party shall undertake administrative supervision over the stages of the Project’s implementation, including development, marketing, and the endeavor to sell the real estate units.

5.9 If the First Party deems it appropriate, and at its sole discretion, it shall provide periodic reports on the progress of the business plan, setting out the stages of advancement of the investment operation and/or the Project, to the Investors on a quarterly basis commencing from the date of the financial close of the Fund. The First Party may amend the frequency or timing of such reports as the case may be.

5.10 Participation of the First Party in Profits

5.10.1 The First Party shall be entitled to (30%) of the net profits generated from the Project. This percentage shall be fixed and payable to the First Party upon the realization of profits, regardless of their amount, subject to clause (5.12) below.

5.10.2 In addition to the foregoing, the First Party shall be entitled to an additional performance incentive equal to (50%) of the excess return, which shall become payable only if the Investor’s expected profit return exceeds (30%). The portion to which the First Party shall be entitled (50%) shall be calculated as follows: the result of deducting (30%) of the expected profit return from the actual profit return realized in the Project.

5.10.3 In all cases, the net profit realized from the Project shall be calculated after deducting all costs, fees, and taxes due on the Project, as well as the Developer’s profit sharing fee, all as further detailed in the Terms and Conditions annexed hereto.

5.11 Subsequent to, or concurrently with, the signing of this Agreement and upon the Investor’s deposit of the investment amount into the project’s designated sub-account, in accordance with the payment method chosen by the Investor, the First Party shall acknowledge receipt thereof and record the same in its internal registers, specifying the Investor’s name, such relevant information as the First Party deems necessary to record, the amount of the Investor’s contribution, and the date and manner of deposit.

5.12 If the First Party deems it appropriate, it shall have the right, at its sole discretion, to provide periodic financial reports to the Investors on a quarterly basis, commencing from the date of the financial close of the Fund, setting out the revenues, expenses, and net profits, if any, or losses, if incurred. The First Party shall also appoint, at the expense of the Project, an independent, duly licensed external auditor to verify the Project’s results and certify the final financial statements.

6. Rights and Obligations of the Second Party:
6.1 The Investor shall remit the investment amount to the First Party by depositing it into the project’s designated bank account, in addition to (3%) of the investment amount, payable as a non-refundable subscription fee, except in the case provided for under clause (6.4) of the Terms and Conditions annexed hereto.

6.1.1 The Investor shall pay the General Sales Tax applicable to the subscription fee referred to in Clause (6.1) above, in accordance with the rate prescribed under the applicable tax legislation. Such tax shall be collected and remitted to the State Treasury in accordance with the provisions of the applicable laws and regulations.

6.1.2 In the event that the subscription fee is refunded pursuant to any of the cases stipulated in this Agreement and in its Terms and Conditions, the refund shall be limited to the amount of the investment and the subscription fee paid, and shall not include the value of the General Sales Tax that has been collected and remitted to the State Treasury.

6.2 The Investor shall participate in the profits realized from the Project in accordance with the expected profit return stipulated in the Terms and Conditions, after deduction of all costs, expenses, taxes, fees payable to any external parties or contractors, the First Party’s share of the profit, and any performance incentive, if applicable, pursuant to this Agreement and its Terms and Conditions annexed hereto.

6.3 No Investor shall have the right to interfere in the management of the Project and/or the investment, or in their operational or financial decisions. The Investor acknowledges that the management of the Project and/or the investment is exclusively vested in the First Party, in accordance with the provisions of this Agreement and its Terms and Conditions.

6.4 The Investor shall have the right to review the financial reports and interim reports relating to the Project, if prepared by the First Party.

6.5 The Second Party acknowledges its awareness that this investment is subject to investment risks, and that both the investment amount contributed and the expected profit return are not guaranteed, and that no profits may ultimately be realized from the investment operation or from the Project.

6.6 The Investor shall not be entitled to withdraw from the investment or request the refund of the investment amount from the First Party except upon the fulfillment of all conditions set forth in the Terms and Conditions annexed to this Agreement.

7. Confidentiality:
The Parties shall undertake to maintain the confidentiality of all information relating to this Agreement and/or the investment operation and/or the Project, in accordance with the provisions set forth in the Terms and Conditions.

8. Governing Law and Dispute Resolution Procedure:
The Parties agree that any dispute, controversy, or claim arising out of or in connection with this Investment Agreement and its Terms and Conditions annexed hereto, including any matter relating to their interpretation, performance, breach, or termination, shall be finally resolved by arbitration in accordance with the provisions of the Jordanian Arbitration Law No. (31) of 2001 and its amendments, and pursuant to clause (31) of the Terms and Conditions.

9. General Provisions:
9.1 This Agreement and its annexes shall become valid and binding as of the date on which all of the conditions set forth in clause (2.2) above have been collectively satisfied. Unless otherwise agreed in writing, the Investment Manager shall not bear any obligations under this Agreement or its Terms and Conditions before the fulfillment of such conditions.

9.2 This Agreement and its Terms and Conditions shall under no circumstances be construed as creating a relationship of coalition, partnership, or agency between the Parties, but shall be interpreted strictly within the scope of the provisions contained herein.

9.3 The Second party acknowledge that the address specified in the preamble of this Agreement shall constitute their elected and valid address for the purposes of all correspondence, notices, and communications.

9.4 Notwithstanding any translation of this Agreement or of its Terms and Conditions, the version issued in the Arabic language shall exclusively prevail in the event of any inconsistency or conflict between it and any other translation.

9.5 Each provision of this Agreement and its Terms and Conditions shall be deemed severable and independent from the others. The invalidity or unenforceability of any provision or condition, for any reason whatsoever, shall not affect the validity or enforceability of the remaining provisions of this Agreement, which shall continue in full force and effect, unless such conflict with the invalidated provision or such invalidity results in a material breach of the essence of this Agreement and its annexes.

9.6 Any amendment to the provisions of this Agreement and its annexed shall be made in writing and signed by both Parties; otherwise, no amendment or agreement contrary to the provisions of this Agreement shall be given effect. An exception shall apply with respect to those provisions, details, data, and information which the Investor has agreed may be amended solely at the discretion of the Investment Manager, provided that the Investment Manager shall notify the Investor in writing of such amendment if it deems such notification necessary for the benefit of the investment operation.

9.7 This Agreement may be executed either by manual or by electronic signature, and in two counterparts, each of which shall be deemed an original for all purposes, including where executed electronically.

9.8 This Agreement consists of nine (9) clauses, including this clause. The preamble of the Agreement, the Terms and Conditions Document comprising thirty-one (31) clauses, and any annexes attached hereto shall form an integral and inseparable part of this Agreement. Their provisions have been expressly agreed upon and accepted by both Parties as of the Effective Date.

Terms and Conditions of the Investment Agreement for “The Edge, Project 002”

Executed between:

Building Horizon for Real Estate Investments LLC and the “Investor”

This Agreement constitutes the framework that governs the terms and conditions regulating the contractual relationship between the above-mentioned Parties in relation to the contribution to the execution and development of the real estate project known as “The Edge, Project 002.” It sets forth the responsibilities and obligations of each Party, as well as the mechanisms for managing the Project and for the allocation of profits, if realized, and losses, if any, in accordance with the provisions contained in the body of the Agreement and its annexes.

The Investor acknowledges that he/she has reviewed all provisions of this Agreement and its annexes, fully understood their content and associated risks, and that the Investor’s signature hereon is made voluntarily and at the Investor’s sole responsibility, without any pressure, undertaking, or guarantee from the Investment Manager or any other party. The Investor shall bear, solely, all legal and financial consequences arising therefrom, and is advised to seek the opinion of his/her own legal and financial advisor.

Definitions:

Unless the context indicates otherwise, the following words and expressions, wherever mentioned in this Agreement, shall have the meanings assigned thereto.

"Project": The real estate project (“The Edge, Project 002”) which is the subject of this Agreement, consisting of the development and construction of a commercial building comprising twenty-eight (28) units , to be carried out on the plot intended to be acquired by Building Horizon for Real Estate Investments LLC through the Project’s financing sources. The Project shall constitute the investment asset forming the subject matter of the Investment Agreement and its Terms and Conditions.

“Investment Manager”: The Party responsible for raising the investment amount from the investors, financing, managing, and executing the real estate Project that is the subject of this Agreement, whether directly or through external parties if it so deems appropriate. This includes administrative supervision over the technical and construction works, monitoring the stages of completion, and ensuring compliance with the prescribed specifications and timeline.

“Investor”: The investor who contributes the investment amount with the purpose of investing it and realizing profit, if any, in accordance with the Investment Agreement and its Terms and Conditions.

“Investment Operation”: All actions and procedures related to the investment of the Project’s or the fund’s capital in accordance with its purposes as set forth in this Agreement. This shall include, but without limitation to: receiving and investing the investment amounts from the Investors; acquiring the plot designated for construction or any alternative plot; financing the construction and development works; managing and operating the Project; calculating and distributing profits or returns; and returning the capital and profits to the investors, all in accordance with the provisions of the Investment Agreement and its Terms and Conditions annexed hereto, and in compliance with the applicable laws and regulations of Jordan.

“External Developer”: The legal entity specialized in the development and execution of real estate projects, which shall be engaged by the Investment Manager under a separate agreement to supervise the engineering, construction, and administrative works related to “The Edge, Project 002” as well as to subcontract their execution, market the Project, and endeavor to sell it, all in accordance with the plans, designs, specifications, budget, and the marketing and sales plan agreed with the Investment Manager, and within the prescribed timeline.

“Investment Agreement”: The agreement entered into between (A) the Investor, who contributes a portion of the Fund’s capital, and (B) the Investment Manager, who undertakes the collection of the investment amount and the overall supervision of the Project, and monitors the assurance of its implementation in accordance with the approved plan. This Terms and Conditions with the Investment Agreement are intended to regulate the relationship between the Parties for the development of “The Edge, Project 002” defining the rights and obligations of each Party and the mechanism for distributing any profits generated from the Project, if realized. The Investment Agreement and its Terms and Conditions shall be executed separately by each Investor upon the Investor’s contribution to the Project and shall be binding on the Investor in accordance with its provisions.

“Project Capital”: The total estimated amount required for the implementation of the Project, including the Fund’s capital together with any other financing sources that may be adopted.

“Fund Capital”: The aggregate of the investment amounts contributed by the investors under separate agreements, the effect of which converges into the project capital, and which shall constitute part of the project capital. Such amounts shall be allocated for financing the implementation of Project “The Edge, Project 002” and shall exclude the subscription fees.

“Investment Amount”: The fixed monetary value delivered by the Investor to the Investment Manager pursuant to the provisions of the Investment Agreement and the Terms and Conditions, for the purpose of being invested in the Project, and which shall constitute a known and fixed portion of the fund capital.

“Property Unit” or “Unit”: The specific subdivided portion within the Project building designated as an independent property unit, whether for residential, commercial, or any other permitted use in accordance with the approved plans and licenses of the Project.

“Land/Plot”: The plot identified as No. 140 basin Dair Ghbar No. 16, within the lands of Amman, intended to be acquired by Building Horizon for Real Estate Investments LLC through the Project’s financing sources, for the purpose of constructing and developing “The Edge, Project 002” or any other plot that may replace it in accordance with the provisions of the Investment Agreement and its Terms and Conditions.

“Investment Platform”: The electronic system or digital website owned and/or operated by the Investment Manager, which constitutes one of the available means for the Parties to enter into this Agreement. Through the platform, and not limited thereto, investment opportunities may be presented, participation requests from Investors may be received, information related to the Projects may be disclosed, subscriptions and investment obligations may be documented.. The use of this platform shall constitute an approved legal electronic means selected by the Parties for communication and the completion of investment procedures, in accordance with the provisions of the Investment Agreement, the Terms and Conditions, and any applicable governing legislation.

“Bank Account”: The bank account dedicated to the Project, into which the investors’ contributions and any other financing sources shall be deposited for the purpose of financing the Project in accordance with the provisions of the Investment Agreement and its Terms and Conditions. The funds therein shall be invested exclusively in the Project and managed by the Investment Manager, in accordance with the provisions of the Investment Agreement, the Terms and Conditions, and the applicable laws, regulations, and instructions in force.

“Financial Close Date”: The date on which the targeted fund capital for the Project has been fully raised from the Investors and deposited into the Bank Account. This date shall constitute the starting point for the commencement of the Project’s implementation, in addition to the fulfillment of the other collective conditions stipulated in clause (2.2) of the Investment Agreement. The Investment Manager shall notify the Investors of the Financial Close Date.

“Exit Window”: The mechanism adopted by the Investment Manager to allow the Investor to offer its contribution in the Fund Capital to a third party, subject to the prior approval of the Investment Manager. The Investment Manager shall begin accepting exit requests no earlier than six (6) months following the financial close date, and shall have the sole discretion to determine the number of exit windows to be opened during each fiscal year.

“Confidential Information”: All information, data, and documents of a financial, commercial, legal, and/or investment nature relating to the Project or the Parties, which are exchanged or accessed during the performance of this Agreement or after its termination, whether in written, oral, or electronic form. No Party shall disclose such information to any third party without the prior written consent of the other Party, except as required by law or by regulatory authorities.

“Fund Capital Raising Commencement Date”: The date determined and announced either through the investment platform or by conventional means, on which the Investment Manager commences the execution of Investment Agreements and the acceptance of the investment amount from the Investors, in accordance with the agreed provisions, for the purpose of utilizing such funds in financing the implementation of the Project.

“External Auditor”: The licensed external auditor appointed by the Investment Manager to audit and prepare the financial statements and reports relating to the Project, in accordance with the accounting standards in force in the Hashemite Kingdom of Jordan.

“Estimated Project Cost”: The total estimated amount required for the implementation of the Project, including the fund capital together with any other financing sources adopted by the Investment Manager.

“Taxes and Fees”: The taxes and/or fees due and/or to become due under the laws and regulations in force in the Hashemite Kingdom of Jordan, arising from the investment operation, the expected profit return, the subscription fee, the parties involved in the execution of the investment operation, or any amounts or transactions resulting from this Agreement, whether or not expressly mentioned.

“Expected Profit Return”: The indicative percentage of returns that may be realized from the financial contribution of the investment amount in the Project, calculated as a percentage of the net profits, based on assumptions and projected financial plans, without constituting a guarantee of the actual realization of profit.

“Fund Capital Raising Period”: The period commencing on the fund capital raising commencement Date and ending on the financial close date, set at three (3) months, which may be extended for one or more additional periods as the Investment Manager may deem appropriate for the benefit of the Investors, provided that the total period for raising the fund capital shall not exceed eight (8) months.

“Investment Term”: The period consisting of Two (2) initial years plus One (1) additional year (2+1), commencing on the Date of Entry into Force and ending upon the occurrence of the events stipulated in clause (18.1) of the Terms and Conditions.

“Exit Strategy”: The agreed provisions for terminating the investment participation in the Project, which may include, without limitation, the settlement of obligations following the sale of the Project and the distribution of returns, if any.

“Fund Currency”: The Jordanian Dinar, which shall be used for all financial transactions related to this Agreement, unless otherwise expressly agreed.

“Business Day”: The ordinary working days that are not public or weekly holidays in the Hashemite Kingdom of Jordan, on the basis of which all periods and deadlines specified in this Agreement shall be calculated.

Signature/Endorsement: Means the act of either Party signing and/or expressing consent to the Investment Agreement and the Terms and Conditions Document, whether through a traditional handwritten signature, an electronic signature in any of its recognized forms, or by the Investor providing explicit consent via the Investment Manager’s electronic platform — including by clicking “I Agree,” “I Accept,” or any equivalent electronic expression of consent. Any such act shall constitute a legally binding signature of the Party, enforceable both contractually and under law.

“Signing/Effective Date”: The date on which the Investor signs the Investment Agreement and the Terms and Conditions, whether by manual signature or by electronic signature.

“Date of Entry into Force”: The date on which the project term commences, which shall be established upon the collective fulfillment of the following conditions: (a) the financial close of the Project; (b) the transfer of ownership of the plot into the name of the First Party and (c) the obtaining of all regulatory and legal approvals required for construction. The Investment Manager shall be authorized to notify the Investors of such date in the manner it deems appropriate, and it is the date recognized for the purposes of the commencement and enforceability of the obligations and rights between the Parties in accordance with the provisions of the Investment Agreement and the Terms and Conditions.

“Exchange Rate”: The rate at which the value of the United States Dollar is calculated against the Jordanian Dinar on a given date, as announced and adopted by the competent official authorities in the Hashemite Kingdom of Jordan, which shall be relied upon during the investment phases and Project implementation for the purpose of calculating the financial obligations between the Parties in accordance with the provisions of the Investment Agreement and its Terms and Conditions.

“Investment Certificate”: The certificate issued to the investor by the Investment Manager subsequent to the execution of the Investment Agreement and the deposit of the investment amount and the subscription fee into the bank account. The certificate shall set out the details of the investment and shall be deemed the exclusive property of the investor, who shall not be entitled to trade it or assign any of its rights therein to third parties except in accordance with the terms and conditions of this Agreement.

“Project Term”: The period required for the execution of the engineering works, including obtaining the necessary regulatory approvals, carrying out all stages of the Project from the commencement of construction works and obtaining the occupancy permit through to the full completion of the Project and the fulfillment of all required works.

“Profit Sharing Percentage”: The percentage set at (30%), payable to the Investment Manager as its share of the net profit expected from the Project, together with all investors, pursuant to the profit-sharing mechanism set forth in the Investment Agreement and its Terms and Conditions annexed hereto. The Investment Manager shall be entitled to such share in consideration of performing the described investment management services on behalf of the Investors.

“Performance Incentive Percentage”: The percentage set at (50%), payable as additional fees to the Investment Manager on the return exceeding the upper expected profit margin for the Investor, which is (30%).

1. Project Name and Type: “The Edge, Project 002” is a real estate investment project consisting of the development and construction of a commercial building comprising twenty-eight (28) units, to be established on the plot identified as No. 140, Basin Dair Ghbar No. 16, within the lands of Amman, located in the Dair Ghbar area – Amman, intended to be acquired by Building Horizon for Real Estate Investments LLC through the Project’s financing sources, for the purpose of selling the residential units upon their completion. The Project may alternatively be carried out on any other plot replacing the described plot, in accordance with the provisions of the Investment Agreement and its Terms and Conditions.

2. Address: Address of the Investment Manager: Building Horizon for Real Estate Investments LLC , a company duly established and registered under the laws of the Hashemite Kingdom of Jordan with the Ministry of Industry, Trade and Supply – Companies Control Department, holding national No. (200200815).
Email: hello@istathmir.com

3. Description of the Project Purpose and Investment Objectives:
3.1 The primary objective of the Project is the development of a commercial project in the Dair Ghbar area, one of the districts of Amman, on land with a total area of approximately seven hundred and twenty-six (726.000) square meters.

3.2 The Investment Manager shall acquire ownership of the plot designated for the Project, the purchase of which shall be financed through the Project’s financing sources, including the amounts raised from the investors in accordance with the provisions of this Agreement and its Terms and Conditions. The plot shall be registered in the name of the Investment Manager after the financial close and prior to, or concurrently with, the commencement of the development works.

3.3 Under the investment structure of the Investment Agreement, Building Horizon for Real Estate Investments LLC, in its capacity as the Investment Manager, shall be responsible for raising the fund capital from the Investors and for the overall supervision of the implementation of the real estate Project “The Edge, Project 002” The Investment Manager shall contract with an external developer to oversee the execution of the engineering and construction works in accordance with the approved plans and specifications, including subcontracting such works, as well as marketing and endeavoring to sell the units of the Project, whether directly or through the external developer. The Investment Manager shall also monitor the progress of the works in accordance with the approved timeline and financial budget and ensure the external developer’s compliance with the prescribed standards and conditions.

3.4 The purpose of the Project is to construct units for the purpose of selling them and generating profits from their disposal, which shall be distributed to the investors in accordance with the Investment Agreement and its Terms and Conditions.

3.5 The purpose of this investment is to grow the fund capital by utilizing it to finance the purchase of the investment plot and/or the construction works of the Project with the intention of selling it thereafter (Build to Sell), realizing its net profits, and returning the fund capital together with the expected profits, if any, at the end of the investment term.

4. Project Term and Investment Term:
4.1 Project Term: The duration allocated for the implementation of “The Edge, Project 002” shall be two (2) years, commencing from the Date of Entry into Force, being the date on which all of the following conditions have been collectively satisfied: (a) the financial close of the Project; (b) the transfer of ownership of the plot into the name of the First Party; and (c) the obtaining of all regulatory and legal approvals required for construction. This period shall cover all stages of the Project, as follows:

Development and Preparation Phase: which includes the engineering works and contracting with the execution entities.
Construction and Building Phase: which includes the execution of construction works and infrastructure works.

4.1.1 The Investment Manager may, in the event of technical and/or marketing and/or regulatory reasons necessitating such extension, recommend extending the project term for an additional period not exceeding one (1) year, so that the total project term shall be three (3) years.

4.1.2 The investor acknowledges and agrees that the project term referred to above may be amended within the limits specified in clause (4.1.1), depending on market conditions and the assessment of the Investment Manager. Such extension shall not create any direct or indirect liability on the Investment Manager, who shall have the right to notify the investor of any amendment to the project term.

4.2 Investment Term: The investment term shall be two (2) years commencing from the Date of Entry into Force and may be extended by decision of the Investment Manager for an additional one (1) year if deemed in the best interest of the investor and depending on the status of the project’s completion and sale. The investment term shall expire upon the occurrence of the events set forth in clause (18.1) below.

4.3 It is understood by the Parties that the investment term is linked to the project term and may exceed it, but shall in no event be shorter. This is due to the fact that the investment and the expected profit are dependent upon, and derived from, the execution and sale of the Project.

5. Project Capital and Financing Sources:
5.1 The capital of the project “The Edge, Project 002” is set at an approximate amount of Three million ninety-four thousand one hundred and ten (3,094,110) Jordanian Dinars, to be financed through a mix of funding sources, including but not limited to:

5.1.1 Contributions of the Investors in an approximate amount One million two hundred thousand (1,200,000) Jordanian Dinars, representing approximately Thirty-nine percent (39%) of the project capital, to be raised in accordance with the provisions of the Investment Agreement and its Terms and Conditions.

5.1.2 Bank financing through lease-to-own arrangement facility in an approximate amount One million (1,000,000) Jordanian Dinars, representing approximately Thirty-two percent (32%) of the project capital, should the Investment Manager deem it necessary to resort to such financing to cover part of the costs. The Parties acknowledge that the financing plan is premised on obtaining such financing, while recognizing the possibility that the Investment Manager may not need to resort to it or may only partially utilize it depending on the actual sales achieved during construction. The Investment Manager shall have the right, at any time during the Fundraising Period and/or the Investment Period, in its sole discretion, to increase the amount of bank financing above the amount stated, and such stated amount shall not be considered a maximum limit for financing. The Investment Manager may make such increase to the extent it deems necessary to finance the Project, restructure its obligations, or review and revise the financial and financing studies of the Project. The Investment Manager may implement this decision, if required, in accordance with its authority under this Agreement, even if this results in a change to the Project costs stated in this Agreement and in the Terms and Conditions, without any need to obtain the Investor’s approval.

5.1.3 Expected sales proceeds: the amounts realized from the sale of the units prior to, during, and/or following the completion of the project, in an approximate amount of Eight hundred ninety-four thousand one hundred and ten (894,110) Jordanian Dinars, representing approximately Twenty-nine percent (29%) of the project capital.

5.2 Each Investor shall be required to transfer the investment amount determined by Investor to the bank account of the Investment Manager, concurrently with the execution of the Investment Agreement and its Terms and Conditions annexed thereto. The transfer shall be effected using one of the following approved methods: direct bank transfer, electronic transfer, certified bank cheque, or any other method as may be determined by the Investment Manager.

5.3 The actual deposit of the investment amount into the project bank account shall constitute conclusive evidence of receipt of such amount by the Investment Manager. Failing such deposit, the burden shall rest on the investor to prove the delivery of the investment amount to the Investment Manager. Upon completion of the deposit, the Investment Manager shall issue and deliver the investment certificate to the investor via the investor’s designated email address for service, the investor’s account on the electronic platform, or any other means the Investment Manager may deem appropriate. The certificate shall set out the investor’s name, the investment amount, and any additional information the Investment Manager may elect to include.

5.4 The estimated cost of implementing the Project is set at of Three million ninety-four thousand one hundred and ten (3,094,110) Jordanian Dinars , based on the technical and financial studies available at the time of contracting. The Parties acknowledge that such cost is subject to adjustment during the implementation of the Project depending on market fluctuations and actual operational requirements. The Investment Manager shall have the right to reassess the cost as it deems in the best interest of the project, and the distribution ratios shall be recalculated based on the approved actual cost.

5.5 The full investment amount shall be paid by the investor in a single installment. The investor may effect such payment either through the electronic platform (the “Investment Platform”), or by executing the Investment Agreement and its Terms and Conditions by manual or digital signature, and by the Investment Manager recording the investment transaction through any other means as it may deem appropriate, in accordance with the requirements of the investment operation.

5.6 The proceeds from the sale of the units shall serve as a source of the project’s revenues and shall be allocated first to cover operating costs and thereafter, if any remain, to distribute profits to the investors in proportion to their respective investment amounts, after deducting any fees, taxes, or expenses specified herein or in the Investment Agreement, or otherwise payable under Jordanian law. The expected profit return shall be calculated after deduction of all costs and liabilities, in accordance with the provisions of the Investment Agreement and its Terms and Conditions. Neither the projected sales value of the units nor the anticipated profits shall constitute a guarantee to the investor of the return of the investment amount and/or the achievement of the expected profit.

5.7 The signing of the Investment Agreement and the deposit of the full investment amount together with the agreed subscription fee, in accordance with the provisions of the Investment Agreement and its Terms and Conditions, prior to or concurrently with its signature, shall constitute a final and legally binding obligation, irrevocable by unilateral will, with respect to the rights and obligations arising from the contractual relationship.

5.8 The Investment Manager shall maintain a detailed record of all investment amounts transferred by the investors and may, at its discretion, provide periodic reports reflecting the progress of the work plan and the related expenditures.

5.9 In the event the full fund capital targeted from the investors is not raised within the fund capital raising period of three (3) months, the Investment Manager shall be entitled to extend the fundraising period for an additional period not exceeding five (5) months, for the purpose of completing the collection of the required fund capital for the project. The Investment Manager may also, at its sole discretion, take any of the following actions:

5.9.1 Reduce the targeted fund capital and proceed with the implementation of the project, provided that the total investment amounts raised shall not be less than (85%) of the targeted fund capital. In such case, the Investment Manager shall be obliged to restructure the implementation plan in line with the fund capital actually raised.

5.9.2 Terminate and cancel the investment project in the event the fund capital is not completed, or the minimum acceptable threshold of (85%) is not achieved, or if it becomes evident that the implementation of the project is not feasible based on the aggregate investment amounts. In any such case, the Investment Manager shall be entitled to refund the investors the full amounts paid by them within thirty (30) business days from the date of cancellation, without any deductions or compensations, subject to clause (6.4) below.

6. Subscription Fees:
6.1 The investor shall pay a non-refundable subscription fee of (3%) of the value of the investment amount, upon submitting the subscription request and its acceptance by the Investment Manager.

6.1.1 The Investor shall pay the General Sales Tax applicable to the subscription fee referred to in Clause (6.1) above, in accordance with the rate prescribed under the applicable tax legislation. Such tax shall be collected and remitted to the State Treasury in accordance with the provisions of the applicable laws and regulations.

6.1.2 In the event that the subscription fee is refunded pursuant to any of the cases stipulated in this Agreement and in its Terms and Conditions, the refund shall be limited to the amount of the investment and the subscription fee paid, and shall not include the value of the General Sales Tax that has been collected and remitted to the State Treasury.

6.2 This fee shall not be considered part of the investment amount and shall be allocated to cover administrative, regulatory, and professional service expenses related to the preparation and management of the investment project, as further detailed in clause (12).

6.3 Payment of the subscription fee shall be a fundamental condition for acceptance of participation in the investment project, and the Investment Manager reserves the right to reject or suspend any subscription request in which this fee is not duly paid.

6.4 Notwithstanding the foregoing, in the event that the investment Project is cancelled or terminated for any of the reasons set forth in clause (5.9.2), the Investment Manager shall refund the subscription fees paid by the investor in full, without any deductions, within thirty (30) business days from the date of cancellation.

7. Expected Return on Investment:
7.1 The expected return on investment in the project “The Edge, Project 002” shall be calculated by deducting the total costs incurred in implementing the project from the total profits realized after the sale of the units, as detailed and clarified under clause (25) below:

7.2 Profit Sharing of the First Party:

7.2.1 The First Party shall be entitled to thirty percent (30%) of the net profits generated from the project and shall receive such share upon the realization of profit, regardless of its amount, in addition to what is provided under clause (7.2.2) below.

7.2.2 In addition to the foregoing, the First Party shall be entitled to an additional performance incentive equal to fifty percent (50%), which shall only be due in the event that the investor’s expected profit return exceeds (30%). The percentage due to the First Party (50%) shall be calculated as follows: the result of deducting (30%) of the expected profit return from the actual profit return realized in the project.

7.3 In all cases, the net profit of the project shall be calculated after deducting all costs, fees, and taxes due on the project, as well as deducting the external developer’s share from the gross profit of the Project, as further detailed in clause (25) of the Terms and Conditions.

8. Minimum and Maximum Value of Investment:
8.1 Participation in this investment operation requires each investor to contribute an investment amount not less than one hundred (100) Jordanian Dinars which shall constitute the minimum investment ticket (the “Minimum Investment Ticket”). The aforementioned minimum amount shall represent the net value of the contribution (the “investment amount”), exclusive of any fees or commissions and not including the three percent (3%) subscription fee, which shall be borne solely by the investor.

8.2 No contribution less than the said amount shall be accepted, and the investment amount must be paid in a single installment. The Investment Manager may, at its absolute discretion, reject any investment request that does not meet this condition.

8.3 The Investment Manager shall have the right, at any time during the investment raising period, if it deems appropriate and at its sole discretion, to set a maximum limit for the investment ticket, in alignment with the interests of the investors and the investment operation and for the achievement of its intended purpose.

9. Enforcement of the Agreement:
The Investment Agreement and its Terms and Conditions shall enter into force and become binding upon the collective fulfillment of all of the following conditions: (a) the completion of raising the targeted fund capital amount of One million two hundred thousand (1,200,000) Jordanian Dinars from the Investors; (b) the transfer of ownership of the plot into the name of the First Party; and (c) the obtaining of all regulatory and legal approvals required for construction. The Investment Manager shall have no obligations under the Investment Agreement or the Terms and Conditions prior to the fulfillment of all such conditions, unless otherwise expressly provided

10. Profit Distribution Policy:
10.1 Net profits shall be calculated on the basis of the total revenues generated from the sale of the units, after deducting all costs, expenses, and charges related to the project, including, without limitation, the cost of the land, construction costs, developer fees, marketing, regulatory fees and obligations, bank financing (lease-to-own arrangement), and other operational and administrative expenses.

10.2 Profits shall be distributed gradually and in a sequential manner, as follows:

10.2.1 Deduction of all project costs.

10.2.2 Deduction of the external developer’s share from the gross profit of the project, if any.

10.2.3 Return of the fund capital to the investors, each in proportion to the Investor’s respective share therein.

10.2.4 Distribution of the remaining net profits, if any, at the rate of seventy percent (70%) to the investors and thirty percent (30%) to the Investment Manager.

10.3 In the event that the expected return on investment (EROI) exceeds (30%), the Investment Manager shall be entitled to (50%) of the net profits exceeding such percentage as an additional performance incentive.

10.4 The Investment Manager shall have the right, prior to the expiration of the investment term, to return the investment amount and/or any part thereof and/or any profits to the investors, based on the cash flows available from sales, in installments, and in proportion to the financial progress of the project, at the sole discretion of the Investment Manager regarding the availability of the liquidity necessary to cover current or future financial obligations, provided that such action does not prejudice the progress of the project.

10.5 No profits shall be distributed to the investors until the sale of the units has been completed and the assignment contracts have been formally registered with the Department of Land and Survey in the name of the purchasers, and the full purchase prices or the due installments thereof have been received pursuant to the sale contracts. Reservation payments, down payments, or assignments not formally registered shall not be recognized as a basis for profit distribution. Accordingly, the commencement of profit realization in the project shall be contingent upon the joint fulfillment of the following two conditions: receipt of the full purchase prices and the actual registration of the unit(s) in the name of the final purchaser, together with the issuance of the official title deed evidencing his right in such sale.

10.6 The Investment Manager reserves the right to defer the repayment of the investment amount to the investor and to postpone any payment of the expected profits, if any, where the interest of the project so requires or if sufficient liquidity is not available after meeting the obligations.

10.7 All Investors shall be equal in priority with respect to the distribution of profits, and none shall have any preferential right over another in receiving profits, if any.

10.8 The Fund’s fiscal year shall commence on 1 January and end on 31 December of each year, except for the first fiscal year, which shall begin on the financial close date and end on 31 December of the same year if the financial close date falls within the first six months of the calendar year, or on 31 December of the following year if the financial close date falls within the second six months of the calendar year. Accordingly, the first financial year may be for a period of less than six (6) months or not more than eighteen (18) months. The Investment Manager may amend such dates at its discretion. The Investment Manager may, at its discretion, amend this date. If the Investment Manager deems it appropriate, at its sole discretion, it shall provide the unaudited semi-annual financial statements within no more than thirty-five (35) business days from the end of the sixth month, and the audited annual financial statements within no more than ninety (90) business days from the end of the fiscal year. The investors shall be entitled to obtain copies of such statements at the end of the investment term without any fees. which shall be sent to the email address specified in the subscription form, unless the Investment Manager is notified of any change to such details.

10.9 In the event of repayment of the investment amount to the investor and the payment of profits, if any, the Investment Manager shall transfer such amounts to the investor’s designated bank account, in accordance with the banking details provided by the investor to the Investment Manager upon execution of the Investment Agreement or at any subsequent time during the investment term. The bank transfer issued by the Investment Manager for the payment of the amounts referred to in this clause shall constitute sufficient evidence of receipt by the Investor, unless proven otherwise.

10.10 In the event of repayment of the investment amount to the investor and the payment of profits, if any, the Investment Manager shall deliver to each investor individually a copy of the final closing financial statements of the project and the investment, duly certified by the external auditor. Such statements shall be conclusive in determining the possibility of repayment of the investment amount and/or the realization of profits, if any, and the definite amount thereof. The Investment Manager shall be deemed bound by such statements for the purposes of financial evidence.

11. Loss Allocation:
11.1 The investors shall bear the financial loss arising from this investment, in respect of both the investment amount, which constitutes part of the fund capital, and any expected profits as set forth in the Investment Agreement and its Terms and Conditions. The Investment Manager may not be held liable to indemnify for any part of such losses, except where it is established by a final and binding judgment that there has been willful misconduct, gross negligence, or a clear breach of the material terms of the Investment Agreement and its Terms and Conditions.

11.2 The Investment Manager shall not be deemed a guarantor of any loss, whether in part or in full, of the investment amount. Neither the investment amount nor the profits may be guaranteed under this Agreement, and such disclaimer shall be expressly disclosed to all Investors upon execution of the Investment Agreement and its Terms and Conditions. This clause shall constitute explicit disclosure thereof.

11.3 Subject to the foregoing, a reduction in profits below the initial estimates shall not be deemed an indication of loss of the investment amount and/or of non-realization of profits, nor shall it constitute sufficient evidence to justify any claim for compensation or to impose any liability on the Investment Manager.

12. Fees and Expenses:
12.1 Each investor, upon contributing to the fund, shall pay a one-time subscription fee of three percent (3%) of the total investment amount contributed. Such fee shall be calculated separately from the investment amount, i.e., in addition to the original investment amount, and shall be paid directly to the Investment Manager prior to the completion of the subscription.

12.2 The Jordanian Dinar shall be the sole currency accepted for the transfer of the investment amount or the subscription fee. In the event that the investor makes any payments in any other currency, the Investor shall bear the commissions and fees imposed for converting the amount into Jordanian Dinars. The Investment Manager shall have the right to deduct such commissions or fees directly from the amount received from the investor if the investor fails to bear them, provided that the actual investment amount, after deducting any conversion commissions or fees, remains equal to or greater than the minimum amount required for participation.

13. Delegation and Powers of the Investment Manager:
The Investor expressly agrees that the Investment Manager—within the scope of the project, the investment, and their purposes—shall have the right to:

13.1 Delegate to a third party, including companies and/or contractors and/or developers and/or specialized professionals, some or all of the tasks or duties related to execution, administration, construction, engineering, or finance of the project, in a manner that serves the interest of the investment, without the need for the investor’s prior approval, provided that such delegation is made in good faith and in accordance with the provisions of this Agreement and its Terms and Conditions.

13.2 The Investor acknowledges that, under this Agreement, such delegation is expressly granted, and this clause shall constitute sufficient and explicit authorization for the Investment Manager to undertake the aforementioned acts without liability, unless gross misconduct or willful default is established by a final and binding judgment.

13.3 The Investment Manager shall have the right to reject any contribution by any investor without providing any justification for such rejection.

13.4 The Investment Manager shall have the right, without the need to obtain the investors’ approval, to initiate or launch any new investment projects, including projects that are similar to or related to the Project subject of this Agreement, prior to the closure of the current project or the completion of all ongoing investment obligations. Such actions shall not be deemed a breach of any of the Investment Manager’s obligations towards the investors or a violation of the Investment Agreement and its Terms and Conditions.

14. Disclaimer and Risk Warning:
14.1 The investor acknowledges and accepts that they may be subject to a partial or total loss of the invested amount due to market fluctuations, project circumstances, or factors beyond the control of the Investment Manager, and that there is no guarantee of achieving profits. The investor further acknowledges that their decision to enter into this investment was made after reviewing the Terms and Conditions, assessing the risks, and fully assuming responsibility for such decision, without reliance on any oral or written promises or statements not expressly set forth in this Agreement. The investor shall have no right of recourse against the Investment Manager in respect of any claim relating to loss or reduction of the expected return.

14.2 The Investment Manager shall exercise due care in managing the project and shall take reasonable measures to mitigate risks, including, without limitation, obtaining appropriate insurance policies covering the project, construction works, or operational risks, as deemed necessary in the interest of the project. The Investment Manager may, at its sole discretion, determine whether to obtain such insurance, and this clause shall not impose any obligation on the Investment Manager to do so.

14.3 Risks of Inability to Sell the Real Estate Units: The Investor acknowledges and agrees that the real estate units subject to this investment may face challenges related to slow sales, reduced market demand, or regulatory or legal changes affecting the ability to dispose of them within a reasonable timeframe or at the targeted value. Such circumstances may result in delays or reductions in achieving the expected profits, or in extending the investment term, without any guarantee of achieving specific results. The investor further acknowledges that, in this type of investment, the liquidation of real estate units cannot be guaranteed at a specific time or for a predetermined value.

14.4 Risks of Fluctuations in the Value of Real Estate Units: The Investor acknowledges and agrees that the value of the real estate units within the project is subject to fluctuations resulting from multiple factors, including, without limitation, changes in supply and demand, economic conditions, government policies, fees and taxes, construction and development costs, building material prices, and variations in bank lease rates. Such fluctuations may lead to a decrease in the market value of the real estate units or delays in their sale, negatively impacting the expected returns from the Investment. The Investor further acknowledges that the Investment Manager does not guarantee stability or continuous growth in the value of the real estate units, and that these risks are an inherent part of the nature of real estate investment.

14.5 Risks of Default by Other Parties: The Investor acknowledges that the implementation of the project and the achievement of its objectives require the cooperation and commitment of multiple parties, including, but not limited to, the developer, contractors, suppliers, regulatory authorities, and financing entities. The investor further acknowledges that the failure of any such parties to perform their obligations in a timely manner, or their breach of contractual terms, may result in delays or disruptions in the implementation of the Project, increases in costs, or reductions in revenues. Such events shall not be deemed a breach by the Investment Manager, provided that the Investment Manager has acted in accordance with prevailing practice and with due professional care. The investor assumes the consequences of such risks as inherent to the nature of the investment and acknowledges that they are beyond the direct control of the Investment Manager.

14.6 Risks of Reliance on Sales to Cover Development Costs: The investor acknowledges and agrees that the financing of the development costs of the project may be partially dependent on the future sales revenues of the units. Accordingly, any delay or decline in the pace of sales, or the failure to achieve sales at the anticipated level or within the expected timeframe, may result in a shortage of liquidity necessary to complete the development phases or to satisfy the obligations of the project. Such circumstances may adversely affect the implementation schedule, the quality of works, or the expected returns on the Investment. The Investor acknowledges that these risks are inherent to the nature of the project and assumes their consequences in light of the principle of profit and loss sharing, and pursuant to the provisions of the Investment Agreement and its Terms and Conditions.

14.7 Inability to Acquire the Land Subject of the Project: In the event that circumstances beyond the control of the Investment Manager prevent the acquisition of the plot described in the Investment Agreement and the Terms and Conditions in accordance with the agreed mechanism, the Investment Manager shall have the right, at its sole discretion, to allocate to the project an alternative plot of similar specifications to the original one, whether through direct purchase, bank financing/lease-to-own arrangement, or any other legal means that achieve the same purpose. All provisions of this Agreement relating to the investment, returns, rights, and obligations shall apply to the alternative land as if it were the original land subject of the Project.

14.8 Potential Variation in the Developer’s Fees: The Investor acknowledges that the percentage of fees payable to the external developer contracted by the Investment Manager is subject to change at the sole discretion of the Investment Manager. The Investment Manager shall notify the investor in writing of any amendment to the developer’s fees, in circumstances that include, but are not limited to: replacement of the developer or engagement of an alternative external developer; modification of the project scope or addition of new services or facilities; fluctuations in the prices of materials or labor in the construction market; any additional legal or regulatory requirements necessitating further efforts from the developer; acceleration of the project schedule or the need for expedited delivery. Such notice shall become effective upon its receipt by the investor, and shall not be deemed a breach of any rights or obligations set forth herein.

14.9 Uninsured Loss Risks: The investor acknowledges that the project may be exposed to losses or damages arising from events or circumstances beyond control, which may not be adequately covered by insurance or may be excluded from any insurance coverage, if obtained. Such events may include, without limitation, natural disasters, legislative changes, or sudden technical or operational failures. In such cases, these losses may adversely affect the project’s assets or cash flows, without recourse to compensation from any insurance company, if applicable, which may result in a reduction of returns or even a loss of the invested amount. The investor acknowledges and accepts bearing these risks as an inherent element of this non-guaranteed investment, in accordance with the principle of profit and loss sharing set forth herein.

14.10 Risks of Fund Termination, Liquidation, and Sale of Units Below Market Value: The Investor acknowledges that the project fund may, under certain circumstances, be required to terminate and liquidate prior to achieving its investment objectives or in exceptional or unforeseen circumstances. Such liquidation, or prevailing market conditions at the time of execution, may compel the Investment Manager to sell the units at prices lower than their market or appraised value. The investor agrees and accepts that: (a) the sale of units in the context of liquidation may not occur under optimal market conditions, which may result in reduced anticipated profits, if any, or even losses; (b) the Investment Manager shall not be held liable for such reduction in value, provided that it has fulfilled its legal obligations, acted in good faith, and in accordance with the principle of safeguarding the interests of the Project and the Investors; and (c) there is no guarantee of recovering the investment amount or achieving profits at the end of the investment term, and the returns generated under such circumstances may be less than the amounts originally invested.

14.11 Risks Relating to the Legal Status of the Investment: The investor acknowledges that the investment and the project under this Agreement are subject to the applicable laws and regulations of the Hashemite Kingdom of Jordan, including those relating to the licensing of the real estate project, regulation of financing activities, registration of properties, and usufruct rights. Legal risks may arise as a result of legislative or regulatory changes, administrative delays beyond the control of the Investment Manager, or new legal interpretations affecting the progress, terms, or outcomes of the Project. The Investor further acknowledges that the project may face legal challenges relating to the registration of properties, contracts, or similar matters, and that any complexity or delay in this regard may adversely affect the Project timeline or its anticipated returns, without the Investment Manager incurring any liability for such risks, provided it has acted in good faith and in accordance with the provisions of the Investment Agreement and its Terms and Conditions.

14.12 Currency Exchange Rate Risks: The investor acknowledges that the fund’s currency is the Jordanian Dinar, and that any investment or contribution made in a currency other than the Jordanian Dinar may be subject to exchange rate fluctuations upon conversion to or from the Jordanian Dinar. Such fluctuations may adversely affect the value of the investment or the actual returns received by the investor, particularly in the event of appreciation or depreciation of foreign currencies against the Jordanian Dinar. The investor acknowledges full responsibility for bearing currency exchange risks and shall not hold the Investment Manager liable for any losses arising from such fluctuations, provided that the Investment Manager has acted in good faith and in accordance with the provisions of this Agreement.

14.13 Governmental Approvals and Licensing Risks: The investor acknowledges that the implementation of the real estate project and the investment subject to this Agreement is contingent upon obtaining the necessary governmental, regulatory, and official approvals from the competent authorities. The project may be subject to delays, changes in the timeline or costs, or even partial or complete suspension in the event of delays in, or refusal to grant, such approvals, or due to amendments to policies or regulations issued by governmental entities. The Investment Manager shall bear no liability for any damages or losses arising from the non-issuance, delay, or revocation of such approvals, provided that the Investment Manager has taken the necessary and customary measures to obtain them and has exercised due care.

14.14 Litigation and Third-Party Disputes Risks: The investor acknowledges that the investment project may be exposed to potential legal disputes or litigation with third parties, whether such parties are governmental authorities, contractors, suppliers, purchasers, or any other parties. In the event such disputes arise, they may result in delays in the implementation of the project, increased costs, or an adverse impact on the expected returns. The Investor further acknowledges that the Investment Manager shall not be held liable for any negative consequences arising from such disputes, provided that they are handled in good faith, in compliance with the law, and with due professional care.

14.15 Non-Deposit Nature of Investment: The investment in the project shall not be treated as a deposit with a bank or any other insured depository institution. The invested amounts represent a defined share of the total value of the investment fund. There is no guarantee that the sale of the real estate units will be sufficient to pay the targeted expected return to the Investors or to ensure the recovery of the Investment Amount, whether in whole or in part.

14.16 General Risks of Real Estate Investment: The return on real estate investment is subject to interconnected factors, including adverse changes in local, regional, and international economic conditions, local market dynamics, availability and cost of financing, property tax rates, operating expenses, environmental regulations, fiscal policies, energy prices, force majeure events, uninsured losses, and other factors beyond the control of the Investment Manager. Collectively, these factors may adversely affect the value of the project and the Investment Manager’s ability to secure repayment of the investment amount or to achieve the expected return on the invested funds.

14.17 In-Kind Distribution Risks: Upon termination of the investment, and under certain circumstances, the Investment Manager may, if feasible, allocate to the Investor an in-kind portion of the real estate project in lieu of cash, proportionate to each investor’s investment amount relative to the total fund capital and the overall project value. Accordingly, investors may receive assets that are difficult to liquidate and may incur additional administrative costs and burdens that could have been avoided had the distribution been made in cash.

14.18 Valuation of Real Estate Units: The valuation shall be based on assessments and estimates prepared by independent appraisers unaffiliated with the Investment Manager and shall remain an estimate of value rather than a guaranteed sale price. Any determination of value below expectations may materially affect the projected investment returns.

14.19 Legislative and Regulatory Risks Specific to Real Estate: Changes in the regulatory or legislative environment (including zoning regulations, taxation, environmental laws, and others) may impose measures that adversely affect the investment or cause losses that negatively impact the projected returns.

14.20 Risks of Inability to Sell Real Estate Units on Competitive Terms: The Investment Manager’s ability to sell the units depends on factors beyond its control, such as market competition and the availability of funds or financing for buyers. Failure to sell under suitable terms or within an appropriate timing may adversely affect the repayment of the investment amount and the projected return.

14.21 Risks of Expropriation (Compulsory Acquisition): Government authorities have the right to compulsorily acquire real estate for public benefit. In the event such expropriation affects the project, the compensation awarded may fall below the expectations of the Investment Manager and/or the investors, which may result in a reduction of the projected return or a loss of the investment amount.

14.22 Risks of Applicable or Imposed Taxes: The investment amounts, the subscription fee, or the value of the projected return may be subject to taxes imposed by the competent authorities. Likewise, amounts derived from the investment and payable to any of the parties may be subject to the same risks, which may adversely affect the investment and the projected returns.

14.23 Risks of In-Kind Distribution Related to Restrictions on Real Estate Ownership by Non-Jordanians: The investor acknowledges and accepts that the applicable legislation in the Hashemite Kingdom of Jordan, including the Law on Ownership of Real Estate by Non-Jordanians No. 47 of 2006 and its amendments, may restrict or prohibit non-Jordanians from acquiring ownership rights or undivided shares in real estate, or may subject such ownership to prior official approvals from the competent authorities. In the event that it becomes impossible to realize a monetary return from the project for any reason, the Investment Manager reserves the right to resort to in-kind distribution of portions of the real estate subject to investment on a pro rata basis among the investors, according to their respective contributions to the fund’s capital. The non-Jordanian investor acknowledges that ownership of such real estate shares shall be subject to the legislation governing real estate ownership by non-Jordanians, and that the Investors may be prevented from registering them in the Investor’s name or may be required to obtain approvals from the competent authorities, without the Investment Manager being obligated to guarantee such approvals or to refund the invested amounts in the event of failure to obtain them. The investor further acknowledges that in-kind distribution shall be at the Investor’s sole responsibility, and the Investor shall individually bear all legal, financial, administrative, procedural implications, as well as any imposed fees or taxes.

14.24 Risks of Refunds through Electronic Payment Methods and Investor Obligations: The investor acknowledges that the investment amount may be paid through electronic payment methods, such as credit cards (e.g., Visa or similar). The investor further understands that certain payment methods allow users to submit refund or chargeback requests within a specific period, which may extend up to 120 days from the date of payment. Should such a refund occur, it may reduce the fund’s capital and create a financial gap that negatively affects the fund’s financial stability or the implementation of the project. Accordingly, the investor expressly undertakes not to submit any refund request or dispute the financial transaction once payment has been completed. Any such attempt shall constitute a clear breach of the Investment Agreement and its Terms and Conditions and a material violation of the investor’s obligations, entitling the Investment Manager to full compensation for any direct or indirect damages suffered by the Investment Manager, other investors, or bona fide third parties as a result thereof, including costs, fees, and charges incurred to address such deficiency. The investor also acknowledges that, in the event of any shortfall in the fund’s capital arising from any unlawful refund of payments, the Investment Manager may seek, on a best-efforts basis, to cover such shortfall; however, this shall not constitute a legal obligation or a guarantee of coverage, nor an undertaking to compensate the remaining investors for the resulting impact.

14.25 Risks of Illegitimacy of the Source of Funds: The investor acknowledges and undertakes that all funds transferred to the Investment Manager originate from a legitimate source. The investor hereby releases the Investment Manager from any legal or contractual liability arising from the determination that such funds were of an illegitimate origin, and the investor shall bear sole responsibility for all legal consequences in the event otherwise is established.

14.26 Regulatory Risks Specific to Real Estate: The Investment Manager intends to acquire an adjacent land parcel (known locally as a “surplus land parcel” or Fadlah) with an approximate area of two hundred (200) square meters, directly neighboring the Project land, for the purpose of increasing the total land area and thereby enhancing the anticipated project profitability. Accordingly, the land area reflected in the detailed project structuring tables and the projected returns set out in Clause (25) of this Agreement is based on the assumption that such surplus land parcel will be successfully acquired by the Investment Manager. In the event that any regulatory or administrative risks arise which prevent the acquisition of the aforementioned parcel, the total land area upon which the financial feasibility of the Project has been based may be reduced, which may consequently affect the expected return on investment (EROI) of the Project.

15. Intellectual Property:
15.1 The Parties acknowledge and agree that all intellectual property rights used or developed in connection with the investment project—including, without limitation, logos, designs, architectural models, promotional materials, digital content, business plans, databases, software, contracts and legal agreements (including, but not limited to, the Investment Agreement and its Terms and Conditions annexed hereto), as well as any other intellectual property materials or tools—created, commissioned, funded, or derived from the proprietary information and resources of the Investment Manager, shall constitute the exclusive property of the Investment Manager.

15.2 The investor undertakes not to exploit, use, reproduce, license, sell, or otherwise dispose of any of the intellectual property belonging to the Investment Manager or arising from the project without the prior written consent of the Investment Manager.

15.3 The Investor acknowledges that, even in the event of contributing to the development of any intellectual property component during the implementation of the Investment Agreement and its Terms and Conditions, such contribution shall not grant the investor any ownership rights or participation therein. All such rights shall automatically and unconditionally vest in the Investment Manager.

15.4 The Investor undertakes to sign any documents and take all necessary actions required to transfer, confirm, or protect the Investment Manager’s rights in such intellectual property, including, where applicable, registering such rights with the competent authorities.

16. Confidentiality:
16.1 The Parties undertake to maintain the confidentiality of any information relating to the Investment Agreement, these Terms and Conditions, and the investment project, as well as any commercial, financial, technical, or regulatory information to which they have had access, whether directly or indirectly, during the term of the Investment Agreement and the Terms and Conditions or after their termination, for an indefinite period of time. Neither Party shall use, disclose, or release such information to any third party, except in the following cases:

16.1.1 Where disclosure has been expressly approved in advance by the concerned Party in writing.

16.1.2 Where such information has become publicly available without breach of this clause by either Party.

16.1.3 Where either Party has obtained such information from a third party not subject to a legal or contractual obligation of confidentiality; provided, however, that neither Party shall disclose such information even if obtained from a third party, unless permitted under this Agreement.

16.1.4 Where disclosure is required pursuant to a court order, regulatory authority, or applicable law, provided that, in the event such disclosure obligation applies to the investor, the Investment Manager shall be notified prior to disclosure to allow for objection or limitation of the scope of disclosure, and further provided that such disclosure shall be limited strictly to what is legally required.

17. Termination and Compensation:
17.1 Either Party may terminate the Investment Agreement and its Terms and Conditions in the event of a breach by the other Party of any of its material obligations under the Investment Agreement and its Terms and Conditions annexed hereto, provided that written notice is given to the breaching Party and a cure period of not less than thirty (30) days is granted. If the breaching Party fails and/or is unable to remedy the breach within such period, termination may be effected.

17.2 In the event of termination pursuant to Clause 17.1 above, the aggrieved Party shall be entitled to claim compensation for the direct damages incurred as a result of such breach, including, without limitation, actual losses, additional costs, and expenses incurred, but excluding any loss of anticipated profits.

17.3 Termination shall not take effect, nor shall it produce any legal consequences, unless the breach is material and substantially affects the essence of the contractual relationship, or has resulted in actual damage to the aggrieved Party.

17.4 The Investor shall not have the right to unilaterally terminate this Agreement after transferring the investment amount to the Investment Manager, except in cases expressly provided for under applicable law or explicitly stipulated in this Agreement.

17.5 Neither a reduction in the projected return on investment nor the failure to realize anticipated profits shall constitute grounds for termination of this Agreement or for any claim for damages, provided that the Investment Manager has duly performed its obligations hereunder and no willful misconduct or gross negligence is established on its part.

18. Breach and Termination:
18.1 The provisions of the Investment Agreement and its Terms and Conditions shall take effect as of the Date of Entry into Force and shall automatically terminate, without the need for any further action or notice, upon the occurrence of all of the following conditions collectively:

18.1.1 Completion of the execution of the real estate project subject of the investment.

18.1.2 Sale of all real estate units and completion of the transfer of ownership thereof.

18.1.3 Settlement of accounts and full distribution of profits or losses between the Parties.

18.2 The termination of the Investment Agreement and its Terms and Conditions shall not affect any rights or obligations that have arisen prior to such termination. Clauses relating to the distribution of profits, if any, losses, compensation, and liabilities, including those set forth in clause 22.5 herein, shall remain in full force and effect notwithstanding termination.

18.3 This Agreement shall likewise terminate, and the relationship between the Parties shall be deemed extinguished, without either Party incurring any financial or compensatory liability, in the event the Investor breaches any of its material obligations under the Investment Agreement and its Terms and Conditions, or engages in any act causing harm to the project or the investment, or otherwise contravenes the provisions of the Investment Agreement and its Terms and Conditions.

18.4 The Parties acknowledge that this Investment Agreement and its Terms and Conditions are of temporary nature, and that the execution of the project and the achievement of its investment purpose shall constitute the temporal limit for their termination, subject to clause 18.1 above, unless terminated earlier by either Party or otherwise terminated in accordance with the provisions of this Agreement.

19. Exit Mechanism and Transfer of Ownership:
19.1 The investor shall have the right to transfer and/or sell and/or assign its rights in the project to a third party, and/or exit from the investment, by means of an official assignment of rights, in accordance with the exit window mechanism set forth in this Agreement, provided that the prior written consent of the Investment Manager is obtained. The Investment Manager shall have the right, at its sole discretion and without the obligation to provide any justification, to approve or reject such request based on the circumstances of the project and the availability of liquidity. In the event the Investor obtains the Investment Manager’s written approval for such transfer and/or sale, the investor shall be obligated to execute all contracts and legal documents necessary to effectuate the assignment of rights in accordance with the instructions of the Investment Manager.

19.2 The Investment Manager shall commence reviewing exit requests during the exit window, which shall open for a period of two (2) weeks every six (6) months of the investment term, excluding the first six (6) months following the financial closing date. The processing of exit requests shall be subject to the availability of sufficient liquidity in the project, as solely determined by the Investment Manager.

19.3 In the event the investor wishes to sell, transfer, or assign its share to a third party by way of an assignment of rights, the Investment Manager shall have a right of first refusal to purchase such share at a price to be mutually agreed upon between the Investment Manager and the investor at that time, in accordance with the provisions of this Agreement and its Terms and Conditions.

19.4 The Investment Manager shall collect sale and purchase requests during the exit windows referred to in clause (19.2) above, whether through the investment platform or by any other means deemed appropriate by it, and shall exclusively conduct and finalize all sale and/or purchase transactions relating to the investment right.

19.5 The Investment Manager shall be released from any obligation toward the third-party purchaser and shall not be liable for any amounts, fees, or anticipated returns on profit not expressly provided for under the Investment Agreement and its Terms and Conditions, irrespective of any internal arrangement between the investor and such third party.

19.6 The investor acknowledges that the sale, transfer, or assignment of its share pursuant to an assignment of rights shall not constitute grounds for the refund of the subscription fee, nor shall it be considered a receivable owed by the Investment Manager to the purchaser (the third party).

20. Termination and Removal:
20.1 The investor expressly acknowledges that the Investment Agreement and its Terms and Conditions are fixed-term and limited in duration, and that the investor may not unilaterally remove the Investment Manager prior to the expiry of the agreed term under this Agreement and the Investment Agreement, or prior to the completion of the liquidation of the project and the sale of all units, whichever occurs first, except in the circumstances expressly stipulated herein.

20.2 Any removal or termination initiated by the investor prior to the expiry of the term stipulated in the Investment Agreement and its Terms and Conditions shall be deemed null and void, unless it is based on a material breach of this Agreement by the Investment Manager duly established by law, or upon proof of willful misconduct or gross negligence in the management of the investment funds.

20.3 In the event that the removal is effected without a material breach by the Investment Manager, such removal shall be null and void, and the investor shall be liable to compensate the Investment Manager for any damages incurred as a result of such unlawful removal, including, without limitation, loss of investment opportunity, administrative costs and expenses, and anticipated profits.

20.4 Any notice issued by the investor for the termination of the Investment Agreement or the removal of the Investment Manager shall have no legal effect unless a written decision is issued to that effect by a competent judicial authority, or unless mutually agreed by both Parties in writing.

20.5 Notwithstanding anything contained in this Investment Agreement and its Terms and Conditions, the Investment Manager shall be released from any contractual or legal obligations vis-à-vis the investor or any third party in the event of termination of this Agreement pursuant to a decision issued by any competent authority in the Hashemite Kingdom of Jordan requiring the termination of the investment process, whether such decision is reasoned or not, and whether it is based on legislation in force as of the effective date or on legislation that becomes effective during the Term of the Investment, the Term of the Project, or the Term of this Agreement. For this purpose, the legal obligation to terminate the investment process shall be sufficient to terminate this Agreement without imposing any contractual or legal liability on the Investment Manager.

20.6 In the event that the foregoing provision applies, the Investment Manager shall return the Investment Amount to the investor, provided that it has not been subject to loss, together with any realized profits thereon, if any, excluding the subscription fee, and in such case, it is understood that the investor shall bear the inevitable loss of the subscription fee.

21. Death, Loss of Legal Capacity, and Dissolution of Legal Personality:

21.1 The Parties acknowledge that the Investment Agreement and its Terms and Conditions have been executed for the purpose of a specific investment project and shall remain valid and binding notwithstanding the death of either Party or the loss of its legal capacity, unless such event renders the execution of the project impossible, as determined by the Investment Manager in consultation with an independent legal counsel.

21.2 In the event of the death of either Party, or if such Party is placed under interdiction, or suffers any impediment resulting in the loss of its legal capacity or personality, its rights and obligations shall transfer to its lawful heirs or legal successor. The performance of this Agreement and the Investment Agreement shall continue under the same terms and conditions, provided that such continuation does not conflict with the stability of the project.

21.3 The death of the investor or the loss of the Investor’s legal capacity shall not result in the termination of the Investment Agreement or the Terms and Conditions. The contractual relationship shall continue between the Investment Manager and the investor’s lawful heirs or their legal representatives, without prejudice to the rights of the Investment Manager, including its fees and authority in managing the Project.

21.4 In the event of death, the Investment Manager shall notify the lawful heirs of the deceased investor, in writing, of the investment made by their predecessor, together with a simplified explanation of the investment transaction, provided that the Investment Manager has obtained a certificate of inheritance from the competent authorities and, after exercising reasonable efforts, has been able to contact the concerned parties. Likewise, in the event of interdiction or loss of legal capacity, the Investment Manager shall contact the legal guardian or any person lawfully and legally authorized to act in the Investor’s stead, to the extent reasonably achievable by the Investment Manager. In the event of the dissolution of the legal personality of a legal investor, the Investment Manager shall contact the liquidator or any person legally authorized to act in the Investor’s stead.

21.5 Following the exercise of reasonable efforts by the Investment Manager to notify the persons referred to above of the investment transaction, and in the event such notification cannot be effected, the Investment Manager shall have the right to treat the investment amount as part of the capital as though the occurrence of death, incapacity, or dissolution of legal personality had not taken place. The Investment Manager shall retain, in its duly documented internal records and in the designated project bank account, the value of any profits realized in respect of the investment amount, if any, until such time as a lawful and legitimate claim is made by the rightful beneficiaries in accordance with the provisions of the Jordanian Civil Code and the principles of Islamic Sharia.

21.6 The foregoing provisions shall likewise apply in the event of the investor’s absence, for any reason, during the entire term of this Agreement, or in the event of the investor’s loss, or if the investor becomes subject to civil or criminal imprisonment at any stage of the investment, as well as in any other comparable circumstances that result in the same effect, even if not expressly provided for herein.

22. Force Majeure and Impossibility of Performance:
22.1 In the event that extraordinary circumstances, whether general or specific, unforeseeable at the time of contracting, arise and render the performance of the project, wholly or partially, impossible, or place the Investment Manager under severe hardship, whether due to regulatory decisions, market conditions, financial, legal or technical circumstances, or the disappearance of the investment purpose, the Investment Manager shall not be deemed in breach of its obligations. In such case, the Investment Manager shall have the right to:

Suspend the execution of the Project temporarily; or
Decide to liquidate the project and distribute its tangible and monetary assets in accordance with the agreed sequence for the distribution of profits or losses.

22.2 In the event that the immediate return of the invested amount is rendered impossible due to the conversion of part or all of the invested funds (the project capital) into fixed assets or non-liquid or non-immediately marketable obligations, the Investment Manager shall be obligated to manage and liquidate such assets in a manner that serves the interests of both Parties. The Investment Manager shall not, however, bear any liability for delays in repayment or for discrepancies arising from valuation or market fluctuations, unless willful misconduct or gross negligence is established.

22.3 The Investment Agreement and its Terms and Conditions shall not be automatically terminated solely by reason of the occurrence of a force majeure event or impossibility of performance. No claim for the return of the project capital or for the termination of the contractual relationship may be made unless and until it has been established that the project cannot be continued or liquidated in a viable manner. In such case, the Investment Manager shall, if feasible, provide the investors with a report in this regard.

22.4 The investor acknowledges and agrees that, in such circumstances, the Investor’s funds may be invested in fixed assets or long-term liabilities, and the investor shall not be entitled to claim a refund of the project capital or to seek termination prior to the liquidation of such assets, unless willful misconduct or gross negligence on the part of the Investment Manager has been established.

22.5 In the event that the units cannot be sold within a maximum period of eight (8) years from the Date of Entry into Force of the Investment Agreement and its Terms and Conditions, any investor, or group of investors, shall have the right, subject to the prior written approval of the Investment Manager, to request the registration of the unsold units, which have no owner, directly in their names, each in proportion to their contribution to the fund capital, in accordance with a fair valuation conducted at that time and after deducting all costs and expenses related to the project, and subject to any outstanding obligations or applicable taxes.

23. No Right To Ownership:
The Investor acknowledges and agrees that the Investor’s participation under the Investment Agreement and the Terms and Conditions does not grant the Investor any automatic or guaranteed right to own any of the units resulting from the project, nor to dispose of them in any manner whatsoever. The Investor’s contribution shall be deemed an investment financing within the framework of the Investment Agreement and its Terms and Conditions, intended to fund and develop the Project, entitling the Investor only to the profits generated, if any, in accordance with the provisions of this Agreement and the actual results of the Project, without imposing any obligation on the Investment Manager to allocate any in-kind share of the project assets to the Investor.

24. Amendment of the Project Plan:
The Investor acknowledges and agrees that the Investment Manager shall have full authority to assess and amend the project plan and implementation period in line with market developments or as deemed necessary to achieve the project’s economic interest. Such amendments may include, without limitation, modifying the schedule of implementation phases, adjusting pricing mechanisms or marketing strategies, or rescheduling sales or delivery timelines. In the event that any such amendments result in a material change significantly affecting the expected returns of the project and extending the agreed investment term, the Investment Manager shall have the authority to notify, in writing, the investors thereof within thirty (30) days of becoming aware of the necessity of such amendment, where possible, or subsequently following the implementation of such amendment.

25. Detailed Schedules of the Project Structure and the Expected Returns:

25.1 Project Area Details

Item	Details
Land Area	959 m²
Built-up Area	4,243 m²
Total Saleable Area	2,618m²
Units Area	From 57 m² to 135 m²
Designated Parking Area	1450 m²
All figures, percentages, and/or areas set forth in this table shall be deemed indicative and approximate, based on the preliminary feasibility study of the project and the investment prepared by the Investment Manager, and shall in no event constitute a guarantee or binding obligation on the part of the Investment Manager.

25.2 Project Cost Structure

Item	Amount (Jordanian Dinars)	Percentage out of total
Fund Capital	1,200,000	39%
Lease-to-Own Financing	1,000,000	32%
Remaining Capital (from Expected Sales Proceeds)	894,110	29%
Total Project Capital (Aggregate Project Cost)	3,094,110	100%
All figures, percentages, and/or areas set forth in this table shall be deemed indicative and approximate, based on the preliminary feasibility study of the project and the investment prepared by the Investment Manager, and shall in no event constitute a guarantee or binding obligation on the part of the Investment Manager.

25.3 Total Project Cost:

Item	Amount (Jordanian Dinars)
Land Price	1,122,989
Registration, Brokerage, and other fees	364,064
Development and Construction Costs	1,485,075
Financing Costs (Lease-to-Own Financing)	85,000
Financial Reserve	36,983
Total Project Cost	3,094,110
All figures, percentages, and/or areas set forth in this table shall be deemed indicative and approximate, based on the preliminary feasibility study of the project and the investment prepared by the Investment Manager, and shall in no event constitute a guarantee or binding obligation on the part of the Investment Manager.

25.4 Targeted Returns

Item	Approximate Value	Formula / Method of Calculation – if any –
Total Saleable Area	2,618 m²	-
Average Sale Price per Square Meter	1,471 JOD	-
Total Targeted Revenues	3,852,200 JOD	Total Saleable Area × Average Sale Price per Square Meter
Real Estate Projects Tax	96,305 JOD	Estimated tax rate (≈2.5% of Total Targeted Revenues)
Net Revenues	3,755,895 JOD	Total Targeted Revenues − Tax
Total Project Cost	3,094,110 JOD	Sum of land, construction, development, financing, financial reserve, and other fees
Gross Profit	661,785 JOD	Net Revenues − Total Project Cost
Developer’s Share of Profits	129,992JOD	Agreed percentage of Gross Profit
Net Distributable Profit	531,793 JOD	Gross Profit − Developer’s Share of Profits
Expected Profits of the Investment Manager	159,538 JOD	30% of Net Distributable Profit
Expected Profits of the Fund Capital	372,255JOD	70% of Net Distributable Profit
Targeted Return on Investment per Invested Amount	31.02%	(Expected Profits of the Fund Capital ÷ Fund Capital) × 100%
All figures, percentages, and/or areas set forth in this table shall be deemed indicative and approximate, based on the preliminary feasibility study of the project and the investment prepared by the Investment Manager, and shall in no event constitute a guarantee or binding obligation on the part of the Investment Manager.

26. Investor:
26.1 The investor may be a natural or legal person, including but not limited to limited liability companies, joint stock companies, partnerships, establishments, or any other legal entity.

26.2 The investor acknowledges that all data and information provided by it to the Investment Manager are complete, accurate, and up to date, and the investor shall be solely responsible for notifying the Investment Manager, in writing, of any change affecting such data or documents.

26.3 In the event that the investor is a legal entity, it undertakes to provide certified copies of the following documents prior to the transfer of the investment amount: the commercial register, the Memorandum of Association and the Articles of Association, the partnership agreement (if any), the resolution of the shareholders or the board of directors approving the investment, the particulars of the authorized signatories, and any other documents that may be requested by the Investment Manager. The investor shall bear the responsibility of notifying the Investment Manager of any update or amendment affecting such documents or information, or any of them, during the term of the Agreement or upon the request of the Investment Manager. Otherwise, the Investment Manager shall not be held liable for any deficiency or loss of information that has not been disclosed to or brought to its attention.

26.4 The Investment Manager reserves the full right to refuse the participation of any investor in the investment process without stating any reasons and without being obliged to provide any compensation.

27. Project Financial Statements:
The Investment Manager shall prepare the financial statements of the project on an annual basis as audited financial statements in accordance with the accounting standards adopted in the Hashemite Kingdom of Jordan, or any other standards approved by the competent regulatory authorities in Jordan. The annual financial statements shall be audited by a licensed certified public accountant, to be appointed by the Investment Manager. Any of the investors may obtain a copy of such financial statements upon written request at the end of investment term, without incurring any fees in this regard.

28. Conflict of Interest:
Both Parties acknowledge the importance of acting with full transparency and impartiality and avoiding any situation that may give rise to, or is likely to give rise to, a conflict of interest that could affect the Project, the fund, or any of the other Parties. Dealings of the Investment Manager with companies affiliated with it or with its partners shall not be deemed a conflict of interest, provided that such dealings are conducted in good faith and in a manner that serves the interests of the project and the fund, without granting any unjustified advantage to any Party. The investor undertakes to disclose any existing or potential personal, financial, legal, or professional relationships that may affect its decisions or the project. The Investment Manager reserves the right to contract with companies affiliated with it or with its partners, insofar as such contracting serves the project and the fund, without incurring any liability in relation to conflicts of interest.

29. Amendment of the Agreement:
Subject to the provisions of clauses (3.2), (3.3), and (5.9) of the Investment Agreement and clauses (5.4), (10.9), (14.8), and (24) of the Terms and Conditions, no provision of the Investment Agreement or its Terms and Conditions may be amended or waived except pursuant to a written agreement signed by both Parties. Any amendment, addition, or deletion made otherwise shall be null and void and of no effect. Any annex or amendment executed subsequently shall constitute an integral part of the Investment Agreement and its Terms and Conditions and shall carry the same legal force. The Investment Manager shall, however, retain the right to amend any technical matters and provisions related to the investment, provided that the other Party is informed of such amendments to the extent reasonably possible.

30. Bank Account Details:
The Investor shall deposit the investment amount into the bank account designated for the project, as determined by the Investment Manager, in accordance with the following details:

30.1 Investment Manager’s Account: The Investor shall deposit the investment amount into the project’s designated bank account, in accordance with the following banking details:

Bank Name:	Safwa Islamic Bank
Account Holder’s Name:	Building Horizon for Real Estate Investments Company
Account Number:	0226/0435739/001/3000/001
IBAN:	JO17JDIB2260004357390013000001
Account Currency:	JOD

30.2 Investor’s Account (for Redemption or Profits, if any): The Investor shall provide the Investment Manager with all details of the Investor’s bank account for receipt of any amounts due to the Investor, including capital and any returns, if any, whether via the electronic platform, through the Investor’s designated and approved email address, or by any other means the Parties deem appropriate for furnishing such details to the Investment Manager, whether prior to, concurrent with, or subsequent to the Investor’s transfer of the investment amount to the Investment Manager’s account.

30.3 . The Investor shall bear any fees or charges arising from bank transfers. The deposit of the investment amount into the Investment Manager’s designated account shall constitute a condition precedent to the entry into force of the provisions of the Investment Agreement and the Terms and Conditions Document.

30.4 The Investor undertakes to notify the Investment Manager in writing of any change to the Investor’s bank account designated under this Agreement for the purpose of receiving any amounts related to the investment, including capital and profits, if any, prior to the effectiveness of any transfer to the new account. Such notice shall be in writing and sent via email or any other written means agreed by the Parties, and the new bank account shall be deemed known to the Investment Manager upon the Investment Manager’s confirmation of receipt of the Investor’s change notice and approval of the new bank account.

31. Governing Law and Dispute Resolution Procedure:

31.1 The Parties agree that any dispute, controversy, or claim arising out of or in connection with the Investment Agreement and its Terms and Conditions, including those relating to its interpretation, performance, breach, or termination, shall be finally resolved by arbitration in accordance with the provisions of the Jordanian Arbitration Law No. (31) of 2001 and its amendments.

31.2 The arbitration shall be conducted before an arbitral tribunal composed of three arbitrators, to be appointed in accordance with the procedures set forth in the law referred to above.

31.3 The seat of arbitration shall be the City of Amman, Hashemite Kingdom of Jordan, and the proceedings shall be conducted in the Arabic language. The award issued by the arbitral tribunal shall be final and binding upon both Parties and enforceable before the competent judicial authorities.

The Investor acknowledges that they have reviewed all terms and conditions related to this investment, fully understood their content, and that their signature or expression of consent to this Agreement constitutes an acknowledgment of receipt thereof and an explicit acceptance of all its provisions without reservation.

Not All Investments Knock - Some Whisper