Specimen drafts.

Murabaha sale agreement (specimen) — [DATE PLACEHOLDER]

1. Parties

[POOL SPV] — ring-fenced SPV, [JURISDICTION], no. [NUMBER] (“Seller”).
[OPERATOR] — licensed travel agency, no. [NUMBER], travel licence [LICENCE NO.] issued by [AUTHORITY] (“Purchaser”).
[SUPPLIER] — no. [NUMBER] (“Supplier”), for Clauses 4 and 8 only.
[SERVICE PROVIDER] is named for identification only: not a party, not an owner, no position in the price.

2. Recitals

(A) The Purchaser requires identified goods for a travel programme and asks the Seller to acquire and sell them onward on deferred terms.
(B) The Purchaser’s unilateral promise (Specimen 4) is not a sale; this is a distinct contract concluded after the Seller acquires ownership.
(C) The parties intend a genuine sale of genuine goods; this must not operate as a loan in the form of a sale.

3. Definitions

“Goods” — identifiable items in Schedule 1 [4,000 pilgrim welcome kits, spec [REF]]; not a generic category.
“Cost Price” — amount actually paid by the Seller to the Supplier, evidenced by invoice and payment confirmation: [USD 200,000].
“Profit” — fixed disclosed amount: [USD 6,000].
“Sale Price” — Cost Price plus Profit: [USD 206,000], fixed at the Contract Date.
“Deferred Payment Date” — [120 days from delivery].
“Sharia Board” — KHATT’s independent Sharia Supervisory Board, not yet appointed.

4. Subject matter

4.1 The Seller buys the Goods at the Cost Price, taking ownership and ownership risk.
4.2 Only after ownership has passed to the Seller and is evidenced may the Seller offer the Goods on. No sale before acquisition; the sequence and its timestamps are themselves evidence.
4.3 On acceptance, ownership and risk pass to the Purchaser.
4.4 The Supplier may deliver direct to the Purchaser; this does not alter 4.1–4.3.

5. Price

5.1 Sale Price [USD 206,000] = Cost Price [USD 200,000] + Profit [USD 6,000], disclosed before acceptance.
5.2 The Sale Price is fixed: it does not vary with time, with any outstanding balance, with early or late payment, or with any index.
5.3 Payable on the Deferred Payment Date per Schedule 2. Early settlement gives no entitlement to a discount; any rebate (ibra’) is discretionary.

6. Obligations

Seller — acquire the Goods; hold ownership and risk until onward sale; disclose Cost Price and Profit truthfully; deliver; provide title documentation.
Purchaser — maintain a valid travel licence and verified bank account; provide accurate booking and demand evidence; confirm delivery; pay on the Deferred Payment Date.
Supplier — supply conforming Goods; maintain a verified bank account; confirm delivery.
[SERVICE PROVIDER] — verification, structuring, documentation, monitoring and servicing only, for a fixed disclosed fee (Specimen 5). Does not lend, does not buy receivables, holds no client money, executes no payments, takes no credit risk.

7. Evidence requirements

No contract issues and no payment instruction is created until all are present, validated and linked to one transaction record: Supplier identity, licence, beneficial ownership, sanctions screening; verified Supplier bank account; supplier contract and itemised invoice; evidence of the Cost Price paid; evidence of the Seller’s ownership or constructive possession before onward sale, with timestamps; booking, demand or deposit evidence; Purchaser KYB and licence checks; cleared duplicate-invoice and related-party checks; recorded template and rules versions; maker-checker authorisation. Any missing item is a hard stop.

8. Money movement

The Cost Price is paid directly to the verified Supplier bank account by a licensed banking or payment partner, under two-person authorisation. The Purchaser never receives unrestricted cash. [SERVICE PROVIDER] does not hold, receive or transmit these funds.

9. Prohibited terms

Void if included, added or achieved indirectly:

• (a) interest — any charge or return by reference to time or an outstanding balance;
• (b) late-payment income — any late-payment amount as income; such amounts go to sadaqah under the board-approved charity clause, documented recovery costs only;
• (c) sale of receivables — any sale, discounting, assignment for value or securitisation;
• (d) first-loss support — any first-loss cover, credit enhancement, indemnity or capital protection;
• (e) guaranteed return — any guaranteed return, profit or capital.

Also excluded: tawarruq, re-pricing on delay, roll-over markup, penalties, and any arrangement whose substance is a cash loan.

10. Governing law

[GOVERNING LAW — PLACEHOLDER, for counsel]; forum [PLACEHOLDER]. The regulatory perimeter is subject to a legal opinion not yet obtained.

11. Sharia governance

This specimen has not been reviewed, endorsed or approved by any Sharia board; no fatwa, certification or legal opinion exists for it. Nothing here may be used live until the independent Sharia Supervisory Board is appointed and its review is complete; that board may then amend, condition or reject any provision, and may halt any transaction.

12. Signature block

Ijarah (usufruct lease) — hotel room nights (specimen) — [DATE PLACEHOLDER]

1. Parties

[POOL SPV] — ring-fenced SPV, [JURISDICTION], no. [NUMBER] (“Lessor”).
[OPERATOR] — licensed travel agency, no. [NUMBER], travel licence [LICENCE NO.] issued by [AUTHORITY] (“Lessee”).
[SUPPLIER] — owner or operator of the Property, no. [NUMBER] (“Property Owner”), for Clauses 4, 6, 7 and 8 only.
[SERVICE PROVIDER] is named for identification only: not the Lessor, holds no usufruct, not a party to the rent.

2. Recitals

(A) The Lessor has acquired from the Property Owner the right to the Room Nights in Schedule 1, and leases that usufruct onward for the Lessee’s programme.
(B) The parties intend a genuine lease of a genuine usufruct: rent is consideration for use — not for time, and not for money.

3. Definitions

“Property” — [Hotel [NAME], [CITY], [COUNTRY]].
“Room Nights” — [1,200 room nights, quadruple occupancy, standard category, [START DATE]–[END DATE]], per Schedule 1.
“Rent” — [USD 96,000 aggregate, at USD 80.00 per room night], per Schedule 2.
“Service-Right Evidence” — the allotment or supplier contract and confirmations showing the Lessor holds the right to the Room Nights.
“Availability Failure” — any period in which the Room Nights are not made available.
“Sharia Board” — KHATT’s independent Sharia Supervisory Board, not yet appointed.

4. Subject matter

4.1 The Lessor leases the usufruct of the Room Nights for the Lease Period. Ownership stays with the Property Owner; nothing here transfers it.
4.2 The Room Nights are specified by property, category, occupancy, dates and count precisely enough to remove material uncertainty.
4.3 Room Nights not yet available at the Contract Date are forward usufruct (ijarah mawsufah fi al-dhimmah), for which 4.2 is a condition of validity.

5. Rent and abatement

5.1 Rent is [USD 96,000], fixed and fully disclosed; it does not vary with time, with any outstanding balance, or with any index.
5.2 Rent accrues only for usufruct actually made available. On an Availability Failure it abates proportionately; the Lessee owes nothing for the affected nights, and may require equivalent substitution or terminate as to those nights with proportionate refund.
5.3 Rent does not increase on delay: no penalty rent, no step-up, no compounding.

6. Obligations

Lessor — hold the Service-Right Evidence; make the Room Nights available; bear the usufruct risks it undertook; procure substitution.
Property Owner — bear all ownership-side obligations: maintenance, statutory compliance, licensing, insurance, major repairs. These cannot be shifted to the Lessee by drafting.
Lessee — use the Room Nights for the permitted programme; bear ordinary usage costs; pay Rent.
[SERVICE PROVIDER] — verification, structuring, documentation, monitoring and servicing only, for a fixed disclosed fee (Specimen 5). Does not lend, buy receivables, hold client money, execute payments or take credit risk.

7. Evidence requirements

No contract issues and no payment instruction is created until all are present, validated and linked to one transaction record: Property Owner identity, ownership and sanctions screening; verified bank account; the allotment or supplier contract establishing the service right; supplier confirmation of property, category, dates, night count and rate; cancellation and refund terms reconciled against the invoice; booking or deposit evidence; Lessee KYB and licence checks; cleared duplicate-booking and related-party checks; recorded template and rules versions; maker-checker authorisation. Any missing item is a hard stop; delivery evidence is recorded to the same record.

8. Money movement

Amounts due to the Property Owner are paid directly to its verified bank account by a licensed banking or payment partner, under two-person authorisation. The Lessee never receives unrestricted cash. [SERVICE PROVIDER] does not hold, receive or transmit these funds.

9. Prohibited terms

Void if included, added or achieved indirectly:

• (a) interest — any charge or return by reference to time or an outstanding balance;
• (b) late-payment income — any late amount as income; late amounts go to sadaqah under the board-approved charity clause, documented recovery costs only;
• (c) sale of receivables — any sale, discounting, assignment for value or securitisation of Rent;
• (d) first-loss support — any first-loss cover, credit enhancement, indemnity or capital protection;
• (e) guaranteed return — any guaranteed return, profit or capital.

Also excluded: rent for unavailable usufruct, shifting ownership obligations to the Lessee, penalty rent, tawarruq, and any cash loan in disguise.

10. Governing law

[GOVERNING LAW — PLACEHOLDER, for counsel]; forum [PLACEHOLDER]. Local hospitality, consumer and tourism regulation needs separate analysis, not yet carried out.

11. Sharia governance

This specimen has not been reviewed, endorsed or approved by any Sharia board; no fatwa or certification exists. The forward-usufruct treatment at 4.3 and the abatement mechanics at 5.2 are reserved for the appointed Sharia Supervisory Board; nothing here may be used live before its review.

12. Signature block

Wakalah (investment agency) mandate (specimen) — [DATE PLACEHOLDER]

1. Parties

[POOL SPV] — ring-fenced SPV, [JURISDICTION], no. [NUMBER], holding capital contributed by participating investors (“Principal”, muwakkil).
[SERVICE PROVIDER] (KHATT Capital OpCo), no. [NUMBER] (“Agent”, wakil).

2. Recitals

(A) The Principal holds capital to deploy into Sharia-governed travel transactions within defined limits, and appoints the Agent to perform that mandate for an agency fee.
(B) The parties intend a genuine agency: capital, risk and outcomes stay with the Principal; the Agent is paid for performing the mandate, not for a result.

3. Definitions

“Mandate” — the investment criteria, limits and exclusions in Schedule 1.
“Committed Capital” — [USD 15,000,000].
“Agency Fee” — [__]% per annum of [NET ASSET VALUE], per Schedule 2.
“Indicative Profit Rate” — a non-binding indication only, conferring no entitlement.
“Ring-Fenced” — a separate legal vehicle with separate accounts and segregated records.
“Sharia Board” — KHATT’s independent Sharia Supervisory Board, not yet appointed.

4. Subject matter

4.1 The Principal appoints the Agent to deploy Committed Capital into transactions permitted by the Mandate, subject to 4.2.
4.2 The Mandate is exhaustive; the Agent has authority only within it. [Murabaha and Ijarah only; tenor ≤ 180 days; single-operator ≤ 10%; single-supplier ≤ 15%; single-corridor ≤ 40%; tawarruq excluded; no unrestricted cash.] Anything outside requires written instruction.
4.3 Committed Capital never enters the Agent’s balance sheet and is not commingled with the Agent’s funds or any other pool; where held on account it sits with a licensed custody or banking partner.

5. Obligations

Agent — act within the Mandate; verify each transaction against the applicable evidence gate; instruct payments only to verified supplier accounts under maker-checker authorisation; keep reconstruction-ready records of inputs, rules and template versions, actor and rationale; disclose conflicts.
Principal — fund per Schedule 2; maintain the ring-fence; appoint auditors and valuers; procure that investor onboarding and KYC are performed by an appropriately licensed party.

The Agent does not decide Sharia questions: selection follows the approved mapping and novel cases route to the Sharia Board. No autonomous fatwa.

6. Fees

6.1 The Agent is remunerated by the Agency Fee only — a fee for services, not a share of profit.
6.2 It is disclosed in advance, is not contingent on outcome, and does not vary with time value of money.
6.3 The Agent earns nothing from interest, late payment, the sale of receivables, guaranteeing any outcome, or any spread on capital; third-party costs are recharged at documented actual cost.

7. Risk, loss and returns

7.1 Investment losses are borne by the Principal and its pool. The Agent does not bear, share, indemnify or make good any investment loss.
7.2 There is no guaranteed return, no guaranteed profit, no guaranteed distribution and no capital protection; any Indicative Profit Rate creates no entitlement.
7.3 The Agent remains liable for its own negligence, wilful default, fraud and breach of Mandate.
7.4 Pools are segregated: the failure of one does not affect another.

8. Evidence requirements

Before any deployment: the Mandate in force; evidence the pool is Ring-Fenced — constitutional documents, separate accounts, segregated records; investor onboarding, KYC and suitability records held by the appropriate licensed party; the full evidence pack for whichever downstream structure is used (the Mandate relaxes no gate); limit and concentration checks passed; maker-checker authorisation; independent valuation, reporting and audit arrangements. Any missing item is a hard stop.

9. Prohibited terms

Void if included, added or achieved indirectly:

• (a) interest — any charge or return by reference to time or an outstanding balance;
• (b) late-payment income — any late amount as income; late amounts go to sadaqah under the board-approved charity clause, documented recovery costs only;
• (c) sale of receivables — any sale, discounting, assignment for value or securitisation of pool receivables;
• (d) first-loss support — any first-loss cover, credit enhancement, indemnity or capital protection;
• (e) guaranteed return — any guaranteed return, profit or capital.

Also excluded: commingling, tawarruq, unrestricted cash, and any obligation on the Agent to buy pool assets at a predetermined price.

10. Governing law

[GOVERNING LAW — PLACEHOLDER, for counsel]; forum [PLACEHOLDER]. Whether these activities are regulated fund or SPV management is subject to a perimeter opinion not yet obtained. This is not an offer of any investment.

11. Sharia governance

This specimen has not been reviewed, endorsed or approved by any Sharia board; no fatwa or certification exists. Agency governance, fee basis and loss allocation are reserved for the appointed Sharia Supervisory Board, which reports to the Board of Directors and may halt any transaction. No mandate operates live before then.

12. Signature block

Wa’d — unilateral promise to purchase (specimen) — [DATE PLACEHOLDER]

1. Parties

[OPERATOR] — licensed travel agency, no. [NUMBER], travel licence [LICENCE NO.] issued by [AUTHORITY] (“Promisor”), in favour of [POOL SPV] — ring-fenced SPV, [JURISDICTION], no. [NUMBER] (“Promisee”).
Given by the Promisor alone; the Promisee gives no promise in return and undertakes nothing.

2. Recitals

(A) The Promisor requires the Assets in Schedule 1 for a defined travel programme.
(B) The Promisee will not consider acquiring them without an indication that the Promisor intends to proceed. It lets the Promisee acquire first and contract second — the sequence a valid sale requires.
(C) This is not a sale, forward sale, option or contract of exchange; it transfers nothing.

3. Definitions

“Assets” — [4,000 pilgrim welcome kits, spec [REF]] or [1,200 room nights at Hotel [NAME], [CITY], [START DATE]–[END DATE]], per Schedule 1.
“Acquisition” — the Promisee’s purchase of the Assets from a verified supplier.
“Offer Period” — [10 business days from notice of Acquisition].
“Price Basis” — [documented acquisition cost plus a profit of USD [AMOUNT]].
“Actual Loss” — documented loss actually incurred, excluding lost profit, opportunity cost and any penal sum.
“Sharia Board” — KHATT’s independent Sharia Supervisory Board, not yet appointed.

4. Subject matter

4.1 If the Promisee completes the Acquisition and offers the Assets within the Offer Period on the Price Basis, the Promisor will purchase (or lease) them.
4.2 The promise is unilateral. The Promisee is under no obligation to acquire, to offer, or to do anything.
4.3 No reciprocal promise. Nothing in this instrument, any side letter or any course of dealing creates a matching promise from the Promisee; reciprocal binding promises (muwa’adah) amounting to a forward contract are void.
4.4 Any purchase is effected by a separate contract concluded after Acquisition. The instrument is personal to the Promisor: it cannot be assigned, traded, pledged or treated as consideration.

5. Obligations

Promisor — ensure the underlying travel demand is genuine and evidenced; maintain a valid travel licence; notify the Promisee if the programme is cancelled or materially changed; honour the promise if 4.1 is met.
Promisee — none; it may acquire or not, at its discretion.
[SERVICE PROVIDER] — records the instrument, enforces the separation of promise and contract, and routes enforceability questions to the Sharia Board. Not a party; gives no promise, takes no risk.

6. Fees and money movement

6.1 No fee, premium, deposit or consideration is given or received for this promise. A wa’d given for consideration is excluded.
6.2 No money moves under this instrument. Any payment arises only under the separate later contract, executed by licensed payment partners to verified supplier accounts under maker-checker authorisation. [SERVICE PROVIDER] does not hold, receive or transmit funds.

7. Evidence requirements

Before this instrument is recorded as valid: evidence the promise is genuinely unilateral, with no reciprocal undertaking in any document or dealing; a specific description of the Assets and an objective Price Basis sufficient to conclude the later contract; evidence of genuine travel demand — booking, programme or customer deposit; clear separation in the record between promise and later contract; Promisor KYB and licence checks; recorded board-level treatment of enforceability. Any missing item is a hard stop.

8. Breach and remedy

8.1 The Promisee’s sole remedy is compensation for Actual Loss, documented and evidenced.
8.2 No liquidated damages, no penalty, no lost profit, no opportunity cost, no interest on any award.
8.3 The Promisee must mitigate and credit any proceeds against Actual Loss.

9. Prohibited terms

Void if included, added or achieved indirectly:

• (a) interest — any charge or return by reference to time or an outstanding balance;
• (b) late-payment income — any late amount as income; late amounts go to sadaqah under the board-approved charity clause, documented recovery costs only;
• (c) sale of receivables — any sale, discounting, assignment for value or securitisation of any receivable arising from this promise or the later contract;
• (d) first-loss support — any first-loss cover, credit enhancement, indemnity or capital protection;
• (e) guaranteed return — any guaranteed return, profit or capital.

Also excluded: reciprocal binding promises, consideration for the promise, assignment of the promise, tawarruq, and any cash loan in disguise.

10. Governing law

[GOVERNING LAW — PLACEHOLDER, for counsel]; forum [PLACEHOLDER]. Whether a wa’d is legally enforceable, and on what basis, varies by jurisdiction and is unresolved here. Counsel must advise before use.

11. Sharia governance

This specimen has not been reviewed, endorsed or approved by any Sharia board; no fatwa or certification exists. The enforceability of a unilateral promise, and the measure of compensation for its breach, are live scholarly questions: this drafting does not assume an answer, reserving both for the appointed Sharia Supervisory Board.

12. Signature block

Service and technology agreement (specimen) — [DATE PLACEHOLDER]

1. Parties

[SERVICE PROVIDER] (KHATT Capital OpCo), no. [NUMBER] (“Service Provider”).
[CLIENT] — [OPERATOR] and/or [POOL SPV] as applicable, no. [NUMBER] (“Client”).

2. Recitals

(A) The Service Provider operates a non-bank, fee-only Sharia transaction infrastructure designed to structurally prevent non-compliant transactions, built for the global halal travel economy.
(B) The Client wishes to obtain verification, origination support, structuring, documentation and servicing.
(C) It is not a bank, lender, payment institution, insurer or custodian, and does not lend, take deposits, hold client money, execute payments or underwrite insurance risk. It holds no financial services licence.

3. Definitions

“Services” — the services in Clause 4.
“Arrangement and Verification Fee” — a fixed fee per transaction structured, documented and evidence-verified: [USD [AMOUNT]].
“Servicing and Technology Fee” — a fixed periodic fee for administration, monitoring and platform access: [USD [AMOUNT] per month].
“Licensed Partner” — a licensed banking, payment, escrow, custody or takaful institution.
“Sharia Board” — KHATT’s independent Sharia Supervisory Board, not yet appointed.

4. Subject matter — the Services

4.1 Verification. Identity, licence, ownership, sanctions and AML screening; bank account verification; document extraction; duplicate-invoice and related-party detection.
4.2 Origination support. Intake, evidence collection, asset classification, structure mapping against approved rules, template issuance. Limits are set by the independent risk function; the Service Provider provides no credit and commits no capital.
4.3 Servicing and technology. Delivery monitoring, alerts, reconciliation, collections support, reporting, audit records; platform, portal, API and dashboard access.
4.4 Payment orchestration — instruction only. Payment instructions are routed to Licensed Partners under maker-checker authorisation. The Licensed Partner executes the payment; the Service Provider never holds or controls client or investor funds and operates no escrow, wallet or custody account.

5. Obligations

Service Provider — perform with skill, care and diligence; apply the evidence gate, template approval, maker-checker and hard-coded prohibition controls; keep rules, templates and decisions version-controlled and auditable; escalate exceptions; route Sharia questions to the Sharia Board.
Client — provide accurate and timely information; maintain valid licences and verified bank accounts; not misrepresent bookings or invoices; comply with the controlled payment flow.

No autonomous decisions. Material credit, compliance and Sharia decisions remain accountable to qualified humans; the platform is never an autonomous fatwa system.

6. Fees

6.1 The Service Provider’s entire remuneration is the two Fees defined above, both fixed and disclosed in advance.
6.2 Neither varies with time, with any outstanding balance, with delay or with any index; neither is a return on capital.
6.3 The Service Provider earns nothing from interest, late payment, the sale or assignment of receivables, guaranteeing any outcome, any spread or carry on funds, or the grant of credit.
6.4 Fees are payable whether or not the transaction performs: payment is for work done.

7. Risk — expressly excluded

7.1 No credit risk — no exposure to the Client, any operator, supplier or pool, and no share in transaction losses.
7.2 No receivable purchase — no buying, discounting, factoring or taking assignment of any receivable.
7.3 No capital at risk — investor capital sits in ring-fenced pools, never on the Service Provider’s balance sheet; pool losses are borne by the pool.
7.4 The Service Provider remains liable for its own negligence, default and fraud.

8. Evidence requirements

No contract document issues and no payment instruction is created unless the evidence gate is fully satisfied: ownership, possession or service-right evidence; verified counterparty identity and bank account; validated invoice and booking; cleared duplicate and related-party checks; maker-checker authorisation. These gates cannot be waived by the Client, by commercial pressure, or by anyone within the Service Provider.

9. Prohibited terms

Void if included, added or achieved indirectly:

• (a) interest — any charge or return by reference to time or an outstanding balance;
• (b) late-payment income — any late amount as income; late amounts go to sadaqah under the board-approved charity clause, documented recovery costs only;
• (c) sale of receivables — any sale, discounting, assignment for value or securitisation;
• (d) first-loss support — any first-loss cover, credit enhancement, indemnity or capital protection;
• (e) guaranteed return — any guaranteed return, profit or capital.

Also excluded: any fee for guaranteeing an outcome, any status or gate override, unrestricted cash, tawarruq, and any cash loan in disguise.

10. Governing law

[GOVERNING LAW — PLACEHOLDER, for counsel]; forum [PLACEHOLDER]. Whether the origination, servicing, payment initiation or data activities described fall within a regulated perimeter is subject to a legal opinion not yet obtained.

11. Sharia governance

This specimen has not been reviewed, endorsed or approved by any Sharia board; no fatwa or certification exists. The fee basis, servicing scope and late-payment treatment are reserved for the appointed Sharia Supervisory Board, which may halt any transaction.

12. Signature block