Agreement

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Table of ContentsDEVELOPMENT AGREEEMENT................................................................................................3

1. DEFINITIONS AND PRINCIPLES OF INTERPRETATION...............................................5

2. ESSENCE OF THE AGREEMENT........................................................................................7

3. SCOPE OF WORK AND UNDERSTANDING BETWEEN THE PARTIES.......................8

3.1. Scope of work of the Owner.............................................................................................8

3.2. Scope of work of the Developer.......................................................................................9

3.3. Permission by Owner to develop the Land.......................................................................9

3.4. Understanding between the Parties.................................................................................11

4. CONSIDERATION............................................................................................................15

5. COVENANT OF THE PARTIES......................................................................................15

6. OBLIGATIONS AND COVENANTS OF OWNER.........................................................17

7. REPRESENTATIONS AND WARRANTIES..................................................................18

7.1. Owner hereby represent and warrant that:..................................................................18

7.2. The Developer hereby represents and declares as follows:.........................................20

8. Taxes...................................................................................................................................21

9. INDEMNITY......................................................................................................................21

10. GOVERNING LAW AND ARBITRATION.................................................................22

11. MISCELLANEOUS.......................................................................................................22

11.1. No Assignment........................................................................................................22

11.2. Severability..............................................................................................................22

11.3. Confidentiality.........................................................................................................22

11.4. Costs and Expenses..................................................................................................23

11.6. Termination..............................................................................................................24

11.7. Further Assurance....................................................................................................24

11.8. Legal and Prior Rights.............................................................................................24

11.9. Waiver......................................................................................................................24

11.10. Amendments............................................................................................................24

11.11. Counterparts.............................................................................................................24

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11.12. No Agency/Partnership............................................................................................25

11.13. Notices.....................................................................................................................25

11.14. Entire Agreement.....................................................................................................25

11.15. Specific Performance of Obligations.......................................................................26

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DEVELOPMENT AGREEEMENT

DEVELOPMENT AGREEMENT

BY & BETWEEN

[Insert name of the Land Owner]

(as the “Owner”)

AND

[Insert name of the Developer]

(as the “Developer”)

Dated [Insert Date],

DEVELOPMENT AGREEMENT

This DEVELOPMENT AGREEMENT (“Agreement”) is executed at New Delhi on this _____ day of ______, ______

BY AND BETWEEN

[Insert name of the Land Owner], having its registered office at [Insert address of the Land Owner], having permanent account no. [Insert PAN of the Land Owner] (hereinafter referred to as “Owner”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors and permitted assigns) through its authorized signatory [Insert name], having permanent account no. [Insert PAN of the authorised signatory], authorised vide Board Resolution dated [Insert BR date];

AND

[Insert name of the Developer], having its registered office at [Insert address of the Developer], having permanent account no. [Insert PAN of the Developer], (hereinafter referred to as the

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“Developer”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors and assigns) through its authorized signatory [Insert Name], having permanent account no. [Insert PAN of the authorised signatory], authorised vide Board Resolution dated [Insert BR date].

The Owner and the Developer are hereinafter individually referred to as the “Party”, and collectively referred to as the “Parties”.

WHEREAS:

TERMS

The Owner is the absolute owner of leasehold industrial plot/shed having allotted by Directorate of Industries vide Perpetual Lease registered as document no. 924 in additional book no. I volume no. 5427 on pages 11 to 18 in the office of the Sub-Registrar, New Delhi on 12 February 1986 and Sale Deed registered as document no. 923 in additional book no. I volume no. 5427 on pages 6 to 10 in the office of the Sub-Registrar, New Delhi on 12 February 1986, admeasuring 525 (five hundred and twenty five) square meters and construction thereon situated at 47, Okhla Industrial Estate, New Delhi-110 020 as more particularly described in Schedule-I (“Land”).

The Owner represents and undertakes that it will get the Land converted into freehold, get the Conveyance Deed registered in its favour at its own effort, cost, expense and risk, and shall provide notarised copy of the Conveyance Deed to the Developer within 180 (one hundred eighty) days from the date of completion of the Project.

The Owner represents that it has clear title to the Land (photocopies of the title documents are annexed as Schedule-II) and is in absolute possession of the Land, which is free from all Encumbrances. Apart from the Owner, no other Person has any right, title, interest and/ or claim in or upon the Land and the Owner is absolutely entitled to deal with the Land, as it deems fit without any legal impediment(s).

The Developer is in the business of construction and development of real estate projects for more than 22 years. The Owner has examined and carefully studied the projects undertaken, executed and maintained by the Developer, and is fully satisfied by the quality, track record and timely delivery of the projects by the Developer. And thereafter the Owner has approached the Developer for the development of the Land on the terms and conditions mentioned hereinafter.

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The Parties intend to collaborate for the purpose of development of the Project. The Owner will contribute the Land for development of the Project and the Developer will develop the Project on the Land as per the designs and lay-outs mutually agreed between the Parties at the time of entering and/or during the course of this Agreement. As a consideration towards such development, the Developer will have a right to sell, lease or license of any part or whole of the Developer’s Share and appropriate all monies received by the sale, lease or license thereof.

The Developer agrees to obtain approvals and undertake the development as per this Agreement. The Owner agrees to assist and provide necessary assistance to the Developer to obtain the approvals.

NOW THEREFORE, in consideration of the mutual covenants, terms and conditions and understandings set forth in this Agreement and other good and valuable consideration (the receipt and adequacy of which is hereby mutually acknowledged), the Parties with the intent to be legally bound hereby agree as follows:

1. DEFINITIONS AND PRINCIPLES OF INTERPRETATION 1.1 Definitions

For the purposes of this Agreement, in addition to the terms defined in the introduction to this Agreement, whenever used in this Agreement, unless repugnant to the meaning or context thereof, the following expressions shall have the following meanings:

“Affiliate” shall have the meaning as per the Companies Act 2013;

“Agreement” or “this Agreement” shall mean this Development Agreement including all attachments, Schedules, Exhibits and instruments supplemental to or amending, modifying or confirming this Agreement, in accordance with the provisions of this Agreement;

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“Development Obligations” means the obligation of the Developer to develop the Project and in this respect to inter-alia, do the following:

1. enter upon the Land for the purpose of developing the Project on the Land;2. make necessary applications to obtain approvals;3. appoint architects, surveyors, engineers, contractors, suppliers and other

person or persons;4. demolish any existing structures on the Land and to level the Land;5. develop and construct the Project; and6. market and promote the Project under the brand name of the Developer.

“Effective Date” means the date of execution of this Agreement.

“Encumbrances” means any mortgage, pledge, equitable interest, assignment by way of security, conditional sales contract, hypothecation, right of other Persons, claim, injunction, stay order, security interest, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge, commitment, restriction or limitation of any nature, whatsoever, including restriction on use, voting rights, transfer, receipt of income or exercise of any other attribute of ownership, right of set-off, any arrangement (for the purpose of, or which has the effect of, granting security), or any other security interest of any kind whatsoever, or any agreement, whether conditional or otherwise, to create any of the same;

“FAR” shall mean Floor Area Ratio;

“Force Majeure” shall mean (a) Acts of God such as fire, drought, lightnings, cyclone, tornado, floods, earthquake, epidemics, natural disasters or deaths or disabilities etc.; (b) explosions or accidents, air crashes and shipwrecks; (c) strikes or lock outs, curfew, industrial/labour dispute; (d) non-availability of cement, steel or other construction material due to strikes of manufactures, suppliers, transporters or other intermediaries; (e) war and hostilities of war, riots or civil commotion; (f) non-procurement of any approval from any governmental authority or imposition of any adverse condition or obligation in any approvals from any governmental authority, including delay in issuance of the Occupation Certificate, Completion Certificate and/or any other approvals/certificate as may be required; (g) change in governmental policy or the promulgation of or amendment in any law, rule or regulation or the issue of any injunction, court order or direction from any governmental authority that prevents or restricts the Company from complying with any or all the terms and conditions of this Agreement or which

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directly affect the Project; (h) economic hardship; (i) any events or circumstances analogous to the foregoing.

“Loss”means and includes any and all actual and direct losses, liabilities, obligations, claims, demands, actions, fines, costs, expenses, deficiencies, damages (whether or not resulting from third party claims), including interests and penalties with respect thereto and out-of-pocket expenses, including reasonable attorneys’ and accountants’ fees and disbursements;

“Person” shall mean any individual, sole proprietorship, unincorporated association, body corporate, corporation, partnership, joint venture, trust, any governmental authority or any other entity or organization;

“Project” shall have the meaning as stated in Clause 3.2 of this Agreement;

“Prospective Buyer(s)” shall mean the persons desirous of purchasing the built-up areas of the Project;

“Third Party” shall mean any Person that is not a signatory to this Agreement.

2. ESSENCE OF THE AGREEMENT

2.1. The Owner shall get the Land converted into freehold, get the Conveyance Deed registered in its favour at its own effort, cost, expense and risk, and shall provide notarised copy of the Conveyance Deed to the Developer within 180 (one hundred eighty) days from the date of completion of the Project. The Developer will facilitate the Owner in getting the freehold done.

2.2. The Parties collaborate with each other for the development of the Project with the understanding that the Developer shall implement, design, develop, construct, market, brand, sell, lease, operate and maintain the Project on the Land belonging to the Owner and both the Parties shall get a defined share as per Clause 3.4(l).

2.3. From the date of execution hereof, Owner assigns all rights and responsibilities for development of the Project to the Developer for the sole purpose to implement, design, develop, construct, market, brand, sell, lease, operate and maintain the Project in terms of this Agreement, and the Developer accepts such assignment for such purpose based upon the terms and conditions as contained herein.

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2.4. Pursuant to the above, Owner has granted an exclusive licence to the Developer to enter upon the Land and have unrestricted access to the same for the sole purpose of development and implementation of the Project.

2.5. From the Effective Date, the Developer on the representations and assurances of Owner, that it is the absolute, legal and beneficial owner of the Land and is in uninterrupted vacant and peaceful possession, use and occupation of the Land and shall continue to remain the same, and shall not do any act, deed, thing or matter that may in anyway affect or prejudice the rights and interests of the Developer in the Project and/or the Land vested in him by these presents, and relying on confirmations, representations and assurances of Owner, has agreed for the implementation, designing, development, construction, marketing, branding, sell, lease, operation and maintenance of the Project.

2.6. The Developer shall have the right to sell area pertaining to Developer’s Share, to receive all advances, booking amount, payments, considerations, etc. in respect thereof in its own name, to issue receipts thereof, to enter into agreement/arrangement, etc. and sell/lease/licence/transfer the Developer’s Share to the Prospective Buyer(s).

3. SCOPE OF WORK AND UNDERSTANDING BETWEEN THE PARTIES

3.1. Scope of work of the Owner (a) The Owner shall get the Land converted into freehold, get the Conveyance Deed registered in its favour at its own effort, cost, expense and risk, and shall provide notarised copy of the Conveyance Deed to the Developer within 90 (ninety) days from the date of completion of the Project.

(b) The Owner shall provide certificate from the income tax officer of the ward that clearance has been granted under Section 281 of the Income Tax Act for transfer of rights under this Agreement.

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(c) The Owner has handed over to the Developer vacant and physical possession of the Land for the purpose of development of the Project at the time of execution of this Agreement.

(d) The Owner shall perform and fulfil all its obligations in accordance with the provisions of this Agreement and matters incidental thereto.

3.2. Scope of work of the Developer (a) The scope of the Developer shall be to:

(i) develop a building on the Land (the “Project”) as per the Developed Area advised by the Owner.

(ii) performance and fulfilment of all other obligations of the Developer in accordance with the provisions of this Agreement and matters incidental thereto.

3.3. Permission by Owner to develop the Land (a) The Owner hereby, in accordance with the terms and conditions hereof and with effect from the Effective Date, authorises the Developer to carry out necessary planning exercise, and to do and cause to do all acts and deeds required and/ or necessary for development of the Project. The Owner hereby confirms that it has full knowledge and understanding of applicable laws for the development of the Project, and in particular building bye laws. The permission so granted by the Owner to the Developer shall, however, not be construed as the delivery of possession of the Land in part performance of any contract as defined under section 53A of the Transfer of Property Act, 1882 read with section 47 of Income Tax Act, 1961. The Developer shall be entitled to place signage boards, hoardings, etc on the Land with effect from the date of execution of this Agreement.

(b) The Owner hereby covenants that there is no claim, right, title or interest on or relating to the Land, of or by any Third Party and that the Owner is lawfully seized and possessed of the Land, free and clear from any Encumbrance, hindrance, restriction, disturbance, attachments, acquisition, will, trust, exchange, lease, loan, surety, security, stay order, lien, mortgage, gift, sales, disputes, litigation, acquisition, requisition, attachment in the decree of any court, charges, etc., and there are no judicial and/or quasi judicial proceedings pending with respect to the Land with any court or any governmental authority, liability or defect, whatsoever, and that the Owner has good and perfect title, right and interest and is absolutely entitled to the Land and that the Owner has absolute power and authority to enter into this Agreement and to permit the

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Developer to develop the Project and there are no statutory restrictions on the development/collaboration of the Land in whole or in parts in the form of spaces, portions, areas, floors, in whatsoever manner. The Owner hereby further covenants and agrees that it shall not create any Encumbrance, hindrance, etc. on the Land as detailed above in future also. The original title deeds of the Land shall be kept with the Developer at the time of execution of this Agreement.

(c) The Owner further covenants that it has not been party or privy to any act, deed, thing by which the rights of the Owner to deal with the Land has been affected, abridged or curtailed in any manner and that the Developer shall, from the date of execution of this Agreement, be entitled to peacefully and quietly develop the Project without any hindrance, restriction, disturbance, claim or demand subject to fulfilment of its obligations under this Agreement.

(d) The Owner, in terms of this Agreement, confirms that Developer shall have all rights, interest and entitlements with respect to the implementation, designing, development, construction, marketing, branding, sale, lease, licence, operation and maintenance of the Project and the right, authority and license to the Developer at all times:

1. to enter the Land with full, free, unhindered, unrestricted and unobstructed rights and liberty of way and passage and other rights in relation thereto, including the right of ingress and egress;

2. to enjoy unrestricted, vacant and peaceful possession and access to the Land for undertaking, implementing and developing the Project in terms of this Agreement and to enjoy all benefits there from permitted by this Agreement;

3. to implement, design, construct and develop the Project; 4. to be the sole and exclusive developer of the Project with the right to take all decisions

relating to the Project including but not limited to in connection with, and in regard to the implementation, designing, development, construction, operation and maintenance of the Project;

5. to undertake launching, marketing, branding, selling, leasing etc. of the Project, without interruption or interference from the Owner;

6. to appoint agents, brokers, consultants, contractors and service providers in relation to implementation of the Project;

7. to sell/lease/licence/transfer area pertaining to Developer’s Share, to receive all advances, booking amount, payments, considerations, etc. in respect thereof in its own name, to issue receipts thereof, to enter into agreement/arrangement, etc. with the Third Parties;

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8. to operate and maintain the Project and facilities constructed upon the Land during and after the implementation of the Project; and

9. to undertake such other activities as may be required for the development operation and maintenance of the Project.

3.4. Understanding between the Parties (a) From the Effective Date, the Developer will do and cause to do all acts and deeds required and/or necessary for obtaining the approvals that may be required to commence the construction on the Land. In this regard, the Owner will execute Authority Letter(s), Board Resolution(s), etc. in favour of the Developer and/or its Nominees permitting and authorizing the Developer to, inter-alia apply to the relevant governmental authority governmental authority for obtaining the approvals for development of the Project.

(b) The approvals will be obtained in the name of the Owner and will be the joint property of the Owner and the Developer, and the same will be kept with the Developer.

(c) At the time of execution of this Agreement the Owner has handed over to the Developer vacant and physical possession of the Land for the purpose of development of the Project.

(d) The Developer will demolish the existing structure on the Land, if any, either itself or through any agency. Any benefit accruing out of such demolition will accrue to the Developer.

(e) The entire cost of development of the Project and marketing cost will be borne by the Developer and the Owner will not be required to contribute any amount for the development of the Project except as stated otherwise in this Agreement. The Developer shall also bear and pay charges and/or fee for obtaining the approvals. It is hereby clarified that the security deposit already given to the governmental authority by the Owner shall be utilized by the Developer.

(f) The Owner will extend all co-operation and do all such acts and deeds that may be required to give effect to the provisions of this Agreement, including, providing all necessary assistance to the Developer for the development and completion of the Project. The Owner will ensure personal presence of its authorised representatives as and when requested by the Developer for the said purpose.

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(g) The Owner hereby authorizes the Developer, and agrees and acknowledges that the Developer shall be entitled to initiate steps for the development of the Project and in this regard to, inter alia, do the following:

enter upon the Land for the purpose of developing the Project on the Land; make necessary applications to obtain approvals; appoint architects, surveyors, engineers, contractors, suppliers and other

person or persons; demolish any existing structures on the Land and to level the Land; develop and construct the Project; and market and promote the Project under the brand name of the Developer.

(h) The Developer will, directly or through its Affiliates, be entitled to proceed with the development of the Project and shall develop the Project at its own costs.

(i) The Developer will either by itself or through its Affiliates, prepare the designs and lay-outs for the Project. The designs and lay-outs for the Project will be submitted to the Owner for its approval before submitting the same to the relevant governmental authority governmental authority for approval. The Owner may suggest changes, within 10 (ten) working days of submission by the Developer to the Owner, and in case no revert is received from the Owner within 10 (ten) working days, it shall be deemed to have been approved. Any delay in approval beyond 10 (ten) working days shall be deemed to extend the Project Completion Date accordingly. In case of any suggestions made by the Owner to the designs and lay-outs, the Developer may consider the same keeping in view the Project feasibility.

(j) In case of increase in FAR from 1.50 at any later stage, the same shall be to the account of the Developer.

(k) The Developer will develop, construct and build the Project on the Land.

(l) The entitlement of the Parties in the Project will be as follows (only first rent guarantee):

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(i) Owner’s Share = Such super area that generates monthly rental income of Rs 6,00,000/- (rupees six two lac only) on such floor as may be allotted by the Developer in its absolute discretion as calculated as per Clause 3.4.(m) hereinbelow; and

(ii) Developer’s Share = Total area of the Project less Owner’s Share.

(m) In case on the Project Completion Date:

(i) The Project is fully leased:

• Super Built-up Area which will yield a rental income equivalent to Rs 6,00,000/- (rupees six lac only) per month will be the Owner’s Share. The Super Built-up Area so derived shall be demarcated as per the sole discretion of the Developer and Owner shall have no objection on the same.

Owner’s Share = Rs 6,00,000/- x (Total Super Area of the Project)

(Total Rental Income from the Project)

(ii) The Project is partially leased

• If the Project is partially leased within 3 (three) months from the Project Completion Date, both Parties will sit together to decide on way forward for the demarcation of their respective share.

• However, till first lease, the Developer shall be liable to pay to the Owner interest equivalent to Rs 6,00,000/- (rupees six lac only) per month. Post partial/full leasing of the Project, the Owner’s Share will be calculated and demarcated as per Clause 3.4.(m)/Clause 3.4.(n).

(n) Notwithstanding anything contained hereinabove, the Developer has the right but not the obligation to offer to the Owner an area in any of the existing, under-development and/or future projects of the Developer or its Affiliates or a Third Party in lieu of the Owner’s Share in the Project, which the Owner shall be under obligation to accept without any demur or protest (Owner’s Alternate Share). Till the first lease of such Owner’s Alternate Share, the Developer shall be liable to pay to the Owner interest equivalent to Rs 6,00,000/- (rupees six lac only) per month. It shall be the obligation of the Developer to ensure that the first lease of the Owner’s Alternate Share shall yield a rental income equivalent to Rs 6,00,000/- (rupees six lac only) per month.

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(o) The Owner hereby confirms and undertakes that except the Land, there is no other asset and/or business with it. The Owner further confirms that the Developer shall have the right to offer transfer of ownership of the Owner to the Prospective Buyers of the Project in case they wish to become the shareholder of the Owner. The current shareholders and Promoter Directors of the Owner shall be responsible and liable for all liabilities of the company and shall give such confirmations, undertakings, indemnity to the Prospective Buyers, as may be negotiated with him by the Developer pertaining to the affairs of the Owner, past liabilities, etc. It shall be Owner responsibility to get the due diligence done for the business of the Owner and to provide the Prospective Buyers such documents pertaining to ownership and operations of the Owner as they may seek for due diligence.

(p) The Owner and the Developer agrees that the basement will be used for parking and for such other activities as may be permitted under Applicable Law. After putting up the services in the Basement, the remaining area in the basement shall be utilized by the Developer in its sole discretion.

(q) The Developer shall have right to create any charge, lien, mortgage, easement or other Encumbrance on the Land or any part or portion thereof (including the Developer’s Share) in order to obtain loans or raise funds from any banks or financiers or financial institutions or any Third Party.

(r) The Developer shall market and promote the Project in the brand name of the Developer. The Developer will solely decide the manner in which the Project will be marketed, advertised and promoted.

(s) The Developer shall itself or through an agency nominated by the Developer undertake maintenance of the Project and the common areas falling therein. That the Parties and or their respective nominees, assignees, transferees, etc. shall contribute/pay to the Developer and/or the maintenance agency their share of maintenance deposit and upkeep charges as may be determined by the Developer and/or the maintenance agency irrespective of the fact whether or not the individual units are self occupied, unoccupied or rented etc.

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4. CONSIDERATION

4.1. In consideration of the Developer developing the Project and undertaking the Development Obligations, the Developer will be entitled to receive and appropriate all monies received by it in respect of sale or lease/license of any part or whole of the Developer’s Share. In consideration of the Owner entitling the Developer to receive and appropriate all monies received by it in respect of sale or lease/license of any part or whole of the Developer’s Share, the Developer agrees to develop the project and handover the Owner’s Share to the Owner within 18 (eighteen) months from the date of sanction of plans.

4.2. The Developer shall be entitled at any time on and from the Effective Date or anytime thereafter to exercise full, free, uninterrupted, exclusive and irrevocable marketing, leasing, licensing, transfer, sale rights in respect of the Developer’s Share and to receive proceeds in its own name and give receipts and hand over ownership, possession, use or occupation of any part or whole of the Developer’s Share with the Prospective Purchaser(s), Prospective Lessee(s)/ Licensee(s) for such consideration / rentals (“Sales Consideration” / “Lease Rentals”/), as may be determined by the Developer. However, the Agreements for sale / transfer / conveyance / lease / license / deeds of any part or whole of the Developer’s Share will be entered into by the Owner, if so required, with the Prospective Purchaser(s) or Prospective Lessee(s)/ Licensee(s), as the case may be, with the Developer being entitled to the receivables under the respective Agreements. The Owner will ensure personal presence of its authorised representatives as and when requested by the Developer for the said purpose.

5. COVENANT OF THE PARTIES

5.1. Power of Attorney

(a) The Owner will, simultaneously with the execution of this Agreement, execute power of attorneys in favour of the Developer and/or its Nominees, in respect of the Land and Project, in a form and manner more particularly provided for in Schedule-____ (“Power of Attorneys”), permitting and authorizing the Developer to solely, and at its own the cost and expenses, exercise all powers referred therein as a licensee.

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(b) The Developer shall be entitled to appoint one or more substitutes under the said Power of Attorneys for the exercise of any or all of the powers and authorities thereunder.

5.2. Capacity Expansion

(a) If at any time the Applicable Law permits construction of additional floors over and above the existing structure, the Developer shall construct such additional floors. The additional floors area shall be to the benefit of the Developer.

5.3. Project Completion

(a) On or after the date of this Agreement, the Developer shall undertake construction of the Project in conformity with the designs and lay-outs.

(b) Subject to Force Majeure, the Developer shall complete the construction of the Project within a period of 18 (eighteen) months from the Effective Date (“Project Completion Date”).

(c) The Project shall be deemed to be complete when the Project Completion Certificate is issued by the Architect to the Project.

(d) The Developer shall be entitled to the refund of all security deposits and other charges deposited by the Developer with any of the governmental authority for seeking the Conversion and the Approval, as the case may be, from the Owner, and the Owner undertakes that within a period of 7 (seven) days of the receipt of any such refunds referred to hereinabove, it shall refund/reimburse the same to the Developer.

(e) Subject to Force Majeure, if the Developer fails to complete the Project on before Project Completion Date, Developer shall pay to the Owner an interest of Rs 6,00,000/- (rupees six lac only) per month till first leasing of the Owner’s Share.

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6. OBLIGATIONS AND COVENANTS OF OWNER

6.1. Owner shall not obstruct in the exercise of the Developers’ Rights by the Developer, and shall undertake all agreed activities at the request of the Developer for the full, absolute and uninterrupted enjoyment and exploitation of the Developers’ Rights. Owner shall not, directly or indirectly, disturb, interfere with, or interrupt, the activities, including the construction and development activities of the Developer in relation to the Developers’ Rights and/ or commit/ omit any act that may result in the disruption, interference or interruption or delay the activities which prejudicially affect the rights of the Developer in relation to the Developers’ Rights under this Agreement.

6.2. Without prejudice to and in addition to the undertakings, covenants and obligations of Owner as contained in this Agreement, Owner hereby undertake and covenant the following:

(a) not enter into any agreement, memorandum of understanding or arrangement with any Person concerning the Project, Land or the portion of the Development Rights as granted to the Developer in terms of this Agreement or alienate or in any manner create any Encumbrance on the Land;

(b) facilitate the Developer in the construction, development and implementation of the Project by signing and executing any and all documents, instruments, agreements and authorisations, as may be required under Applicable Law or to give effect to the transaction contemplated in terms of this Agreement;

(c) not create or cause to be created any Encumbrance, claim, right, title or interest on or in relation to the Land or the Project during the term of this Agreement;

(d) not do any act, deed, thing or matter that may in anyway affect or prejudice any of the rights and entitlements of the Developer under and in terms of this Agreement;

(e) not to interfere at any stage with the development of the Project;

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(f) shall not assign, grant, transfer, mortgage, sell, charge, sub-let, deal with, sub-contract, sub-license, Encumber or otherwise grant rights in the Land and/ or the Project or any part thereof or over all or any of its rights or all or any of its obligations or liabilities under this Agreement. Further, Owner agrees that it shall not be entitled, directly or indirectly, to enter into a collaboration arrangement and/ or joint ventures and/ or enter into any other agreement/ understanding/ business arrangement and/ or establish subsidiaries, which in any way, whatsoever, adversely affects the Developers’ Rights of the Developer, as contemplated in terms of this Agreement.

7. REPRESENTATIONS AND WARRANTIES

7.1. Owner hereby represent and warrant that:

(a) Owner has the necessary rights, power and authority to grant the Developers’ Rights and the rights as contained in this Agreement in favor of the Developer.

(b) The execution and delivery of this Agreement and the documents and agreements provided for herein, and the consummation by it of the transaction contemplated herein, have been duly and validly authorised. There are no prohibitions against Owner from entering into this Agreement as recorded herein under any other agreement and / or under any act or law for the time being in force and are not prevented from performing their rights obligations under this Agreement.

(c) This Agreement constitutes or will constitute, following the execution and delivery thereof, valid and legally binding obligations of Owner enforceable against it in accordance with its terms.

(d) The execution, delivery and performance of this Agreement and the documents and agreements provided for herein (including the power of attorneys) and the consummation of the transaction contemplated hereby, shall not, with or without giving of notice or passage of time, or both:

(i) violate the provisions of Applicable Law;

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(ii) violate the provisions of its constitutional documents or bye-laws, as may be amended from time to time (if applicable);

(iii) violate any presently known judgment, decree, order or award of any court, governmental authority , judicial or quasi-judicial body or arbitrator;

(iv) conflict with or result in a material breach or termination of any term or provision of any document in relation to the Land, the Project and/or any of the transactions contemplated herein or have an adverse impact on this Agreement and/or any of the transactions contemplated herein;

(v) It is not precluded by the terms of any contract, agreement or other instrument by which it is barred from entering into this Agreement and the documents and agreements provided for herein or the consummation of the transactions contemplated hereby.

(e) That the Land is free from all sorts of Encumbrances and the same is not the subject matter of any HUF or Minor or Trust.

(f) On and after Project Completion Date, Owner shall provide all assistance required by the Developer in connection with the execution and registration of sale/conveyance for selling out the Developer’s Share in the Project, including without limitation signing such documents, deeds, instruments and contracts, as may be required by the Developer, on first request and without any delay and objection. Notwithstanding anything contained hereinabove, subject to entire Project having been completed by the Developer, Owner shall sign and execute any and all documents, instruments, agreements and authorizations as may be required from Owner for the purpose of conveying the right / interest / title in the Developer’s Share. However, in case of failure of Owner to so execute and register sale/conveyance of the sold area should the Developer suffers any Loss, Owner shall keep the Developer indemnified for such Loss. The consideration paid by the Developer in terms of this Agreement shall be adequate consideration and Owner hereby agrees that it shall not demand any further consideration from the Developer on any grounds whatsoever for rendering any assistance and co-operation required by the Developer in relation to the Project and/or the Land.

(g) The Owner shall ensure that each of the representation contained in the preceding sub-clauses shall remain true, complete and effective throughout the development, sale/transfer of the Developer’s Share and thereafter.

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7.2. The Developer hereby represents and declares as follows:(a) The execution and delivery of this Agreement and the documents and agreements provided for herein, and the consummation by it of the transaction contemplated herein, have been duly and validly authorised. There are no prohibitions against the Developer from entering into this Agreement as recorded herein under any other agreement and / or under any act or law for the time being in force and are not prevented from performing their rights obligations under this Agreement.

(b) This Agreement constitutes or will constitute, following the execution and delivery thereof, valid and legally binding obligations of the Developer enforceable against it in accordance with its terms.

(c) The execution, delivery and performance of this Agreement and the documents and agreements provided for herein (including the power of attorneys) and the consummation of the transaction contemplated hereby, shall not, with or without giving of notice or passage of time, or both:

i. violate the provisions of Applicable Law;

ii. violate the provisions of its constitutional documents or bye-laws, as may be amended from time to time (if applicable);

iii. violate any presently known judgment, decree, order or award of any court, governmental authority , judicial or quasi-judicial body or arbitrator;

iv. conflict with or result in a material breach or termination of any term or provision of any document in relation to the Land, the Project and/or any of the transactions contemplated herein or have an adverse impact on this Agreement and/or any of the transactions contemplated herein;

v. It is not precluded by the terms of any contract, agreement or other instrument by which it is barred from entering into this Agreement and the documents and agreements provided for herein or the consummation of the transactions contemplated hereby.

7.3. All representations and warranties and covenants of the Parties in this Agreement shall survive this Agreement and expire only upon expiry of the relevant limitation period under the Indian law applicable to such representation and warranty and covenants.

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8. Taxes

8.1. The Owner shall be responsible for the payment of property tax, commercial tax, vacant land tax, water and electricity charges, lease money, ground rent, and any other outgoing levies, taxes, cess, interest, or any other liability of any of the governmental authority deemed fit in respect of the Land related up to the Effective Date, and thereafter up to the Project Completion Date the same shall be paid by the Developer. Subsequent to the Project Completion Date but before the sale, lease or license of any part of the Owner’s Share and Developer’s Share, such taxes, cess, interest etc. as referred to hereinabove shall be to the account of the Owner and the Developer in the ratio of their respective area in the project.

8.2. The Developer shall be liable for income tax, value added tax, statutory levies, service tax, other taxes, cess, etc. which may be levied and become payable under Applicable Law in respect of the construction of the Project, and the Sales Consideration, Lease Rentals and License Fee in respect of the Developer’s Share. The Owner shall be liable for income tax, value added tax, statutory levies, service tax, other taxes, cess, etc. which may be levied and become payable under Applicable Law in respect of the interest free refundable deposit and the Sales Consideration, Lease Rentals and License Fee in respect of the Owner’s Share.

9. INDEMNITY

9.1. The Parties hereby irrevocably and unconditionally agrees to indemnify each other and hold each other harmless from and against any and all liabilities, losses, damages, costs, claims, actions, proceedings, judgements, settlements, expenses or the like which may be suffered or incurred directly by any of the Party pursuant to any act, deed or thing done by the other Party with respect to the Land and/or title of Land, the Project and as a result of any misrepresentation or breach of any obligation of any of the Party in this Agreement or non-fulfilment of or failure to perform by any of the Party, any condition or covenant or obligation or agreement or undertaking contained in this Agreement or required by any governmental authority .

10. GOVERNING LAW AND ARBITRATION

10.1. This Agreement shall be governed by and construed in accordance with the laws of India.

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10.2. All or any disputes arising out of or touching upon or in relation to the terms of this Agreement shall be settled amicably by mutual discussions, failing which the same shall be settled through reference to a sole Arbitrator to be appointed by the Developer, whose decision shall be final and binding upon the Parties.

10.3. The place of arbitration shall be New Delhi, India. All arbitration proceedings shall be conducted in the English language.

11. MISCELLANEOUS

11.1. No AssignmentExcept as provided in this Agreement, no Party shall assign any of its rights, liabilities or obligations under this Agreement, without the prior written consent of the other Party.

11.2. SeverabilityIf any provision of this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or Applicable Law, such provision or part shall to that extent be deemed not to form part of this Agreement, and the legality and enforceability of the remainder of this Agreement shall not be affected.

11.3. Confidentiality

(a) From the Effective Date and until 10 (ten) years after the termination of this Agreement, the Recipient shall keep confidential and not disclose, and shall cause its Affiliates to keep confidential and not disclose, to Third Parties, Confidential Information received from, or made available by, the Information Owner and shall use and cause its Affiliates to use, the same level of care with respect to the Confidential Information as the Recipient employs with respect to its own proprietary and confidential information of like importance, and shall not use and shall cause its Affiliates not to use such Confidential Information for any purpose other than the performance of its obligations under this Agreement;

(b) If the Recipient (or its Affiliate) is required by Applicable Law (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or

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similar process) to disclose any Confidential Information, the Recipient shall promptly notify the Information Owner of such request or requirement. If the Recipient (or any of its Affiliates) is compelled to disclose the Confidential Information or else stand liable for contempt or suffer other censure or significant legal penalty, the Recipient (or its Affiliate) may disclose only so much of the Confidential Information to the Party compelling disclosure as is required by Applicable Law;

(c) Each Party shall ensure that any of its employees involved in or otherwise having knowledge of any Confidential Information shall comply with the obligations set forth in this Section and the Parties shall bind its employees by a confidentiality agreement to this extent; and

(d) The Parties shall be permitted to disclose Confidential Information only to their directors, investors, investment advisors, lenders, employees and employees of investment advisors, other advisors, including financial and legal advisors, and agents, pursuant to any legally mandated reporting requirements, or as required pursuant to the constitutional documents of the Parties or the Affiliates of the Parties.

11.4. Costs and ExpensesEach Party shall bear its own costs in connection with the negotiation, preparation and execution of this Agreement. The stamp duty and the registration charges, if any, shall be borne and paid by the Owner and Developer proportionately.

11.5. This Agreement is a joint draft product of the Parties and any rule of statutory interpretation interpreting agreements against a party primarily responsible for drafting the agreement shall not be applicable to this Agreement.

11.6. TerminationThis Agreement shall be valid, binding and enforceable for perpetuity upon the Parties. Further, the Parties shall not have any right to terminate this Agreement whether in present or future, under any circumstances, whatsoever.

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11.7. Further AssuranceEach Party shall cooperate with the other Party and execute and deliver to the other Party such instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, evidence and confirm their rights and the intended purpose of this Agreement.

11.8. Legal and Prior RightsAll rights and remedies of the Parties hereto shall be in addition to all other legal rights and remedies belonging to such Parties and the same shall be deemed to be cumulative and not alternative to such legal rights and remedies aforesaid and it is hereby expressly agreed and declared by and between the Parties hereto, that the determination of this Agreement for any cause, whatsoever, shall be without prejudice to any and all rights and claims of any Party hereto, which shall or may have accrued prior thereto.

11.9. WaiverThe waiver of any default or breach under this Agreement by any Party shall not constitute a waiver of the right to terminate this Agreement or otherwise exercise rights or remedies for any subsequent default of a similar nature or under any other terms and conditions of this Agreement.

11.10. AmendmentsNo modification, alteration or amendment of this Agreement or any of its terms or provisions shall be valid or legally binding on the Parties unless made in writing and duly executed by or on behalf of all the Parties.

11.11. CounterpartsThis Agreement may be executed by the Parties in separate counterparts each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

11.12. No Agency/PartnershipThe Parties agree that nothing in this Agreement shall be in any manner interpreted to constitute an agency or partnership or association of persons for and on behalf of any other Party. Parties under this Agreement shall be bound for their distinct responsibilities, rights, liabilities and

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obligations it is agreed that there is no arrangement of sharing profits and losses arising out of this Agreement between the Parties.

11.13. NoticesAll notices, requests, demands or other communication (“Notices”) required or permitted to be given under this Agreement and the provisions contained herein shall be written in English and shall be deemed to be duly sent by registered post acknowledgement due to the other Party at the address indicated below:

(i) In the case of notices to the Owner, to:

Attention:

(ii) In the case of notices to the Developer, to:

Attention:

or at such other address as the Party to whom such notices, requests, demands or other communication is to be given shall have last notified the Party giving the same in the manner provided in this Section, but no such change of address shall be deemed to have been given until it is actually received by the Party sought to be charged with the knowledge of its contents. Any notice, request, demand or other communication delivered to the Party to whom it is addressed as provided in this section 8.11 shall be deemed (unless there is evidence that it has been received earlier) to have been given and received, if:

(a) sent by mail, except air mail, 10 (ten) Business Days after posting it;

(b) sent by air mail, 6 (six) Business Days after posting it; and

11.14. Entire AgreementThis Agreement constitutes and represents the entire agreement between the Parties with regard to the rights and obligations of each of the Parties and cancels and supersedes all prior arrangements, agreements or understandings, if any, whether oral or in writing, between the Parties on the subject matter hereof or in respect of matters dealt with herein.

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11.15. Specific Performance of ObligationsThe Parties to this Agreement agree that, to the extent permitted by Law, the rights and obligations of the Parties under this Agreement shall be subject to the right of specific performance and may be specifically enforced against a defaulting Party.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their duly authorised representatives on the date, month and year first hereinabove written at New Delhi:

Witnessed by:

Name: By:

S/o: Name:

Address: Title: Authorised Signatory

PAN:

Witnessed by:

Name: By:

S/o: Name:

Address: Title: Authorised Signatory

PAN: