Agreement

This Agreement is made at Gurgaon on this the 26th day of August, 2015:

BETWEEN

Advance India Projects Limited, a company incorporated under the provisions of the
Companies Act, 1956 and having its registered office at 232-B, Fourth Floor, Okhla
Industrial Estate, Phase-III, New Delhi-110 020 and having its Sales & Marketing office at
“The Masterpiece”, Golf Course Road, Sector-54, Gurgaon-122002, having CIN
U45209DL1997PLC087292 (hereinafter referred to as the “Developer”, of the ONE PART,
which expression shall unless it be repugnant to the context or meaning therefore, be deemed
to include its successors and permitted assigns), acting through its authorised signatory, Ms.
Nandita Chauhan;

AND

1. Ms. Daya Wanti

2. Ms. Ruchi Kaushik

3. Mr. Kamal Kaushik

hereinafter singly/jointly, as the case may be, referred to as the “Buyer”, which expression
shall, unless repugnant to the context or meaning thereof, include his/her/their legal heirs,
executors, legal representatives and successors, of the Second Part.

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The ‘Developer’ and the ‘Buyer’ are collectively referred to as ‘Parties’ and individually as
‘Party’.

WHEREAS
A. Baakir Real Estates Private Limited, a company incorporated under the provisions of
the Companies Act, 1956 and having its registered office at Unit No. 131, First Floor,
Splendor Forum, Plot No. 3, Jasola District Centre, New Delhi-110 025 (hereinafter
referred to as the “Owner”) is the Owner of all that piece and parcel of free-hold land
admeasuring 8.35625 acres i.e. 33,815.528 sq. mtrs. situated in the revenue estate of
Village Maidawas, Sector 62, Tehsil and District Gurgaon, Haryana (hereinafter
referred to as ‘Said Land’).

B. The Owner intends to construct and develop a Complex on the Said Land and
accordingly it has obtained the LOI bearing Memo No. LC-1629/DS(R)-2010/9965
dated 10 August 2010 and License No. 86 of 2010 dated 23 October 2010 from the
Director, Town & Country Planning, Haryana, Chandigarh (herein “DTCP”) under
Haryana Development and Regulation of Urban Areas Act, 1975 (herein “Act of
1975”) for development of a Cyber Park/IT Park on the Said Land.

C. The Developer is well established in the business of real estate development and has
significant expertise in developing, promoting, marketing, leasing, licensing and
selling of Commercial Buildings, Malls, Integrated Townships, Residential Buildings,
IT/Cyber Park, etc.

D. The Owner has entered into a Development Agreement with the Developer for
development of FSI of 4,47,708.118 sq. ft. for setting up of a Cyber/IT Building
comprising of various IT units, Commercial Spaces and Common Areas along with
the support infrastructure, utilities and services therein (hereinafter referred to as the
‘AIPL Business Club’) on 3.472 acres i.e. 14,047.00 sq. mtrs. of plot of land out of
the Said Land in pursuance of the said License and in accordance with the building
plan to be approved by the appropriate authorities, and after obtaining requisite
sanctions, permissions and approvals from the appropriate authorities, and in
accordance with the applicable laws, whereunder, the Owner has transferred and
assigned the rights of development (including but not limited to planning, designing,
construction, creation, operation and maintenance), marketing, leasing, licensing,
booking, allotting, selling and transferring of AIPL Business Club in favour of the
Developer.

E. The Developer is developing an area admeasuring a Super Area of 16,689.44 sq. ft.
named as ‘The Food Spa’ on the Ground Floor of AIPL Business Club. The Food Spa
shall comprise of Kiosks, service corridors and a fully furnished common seating
area. The Layout Plan of ‘The Food Spa’ is attached as per Annexure-A.

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F. The Buyer is interested in allotment/purchase of a Kiosk in ‘The Food Spa’ of AIPL
Business Club and has approached the Developer for the same and has specifically
opted for the investment return plan, after perusing and verifying, the title documents
and the tentative Building Plan and Layout Plan of the AIPL Business Club, and fully
understanding and satisfying himself about the authority of the Developer to construct
and develop the AIPL Business Club and sell or transfer the space in the AIPL
Business Club, in full or in parts, on such terms as the Developer may deem fit, and
has understood all limitations and obligations in respect thereof.

G. The Buyer acknowledges that the Developer has readily provided all information and
clarifications as required by him, but he has not unduly relied upon and is not
influenced by any representations, warranties, statements or estimates of any nature
whatsoever whether written or oral made by the Developer, its representatives, selling
agents/brokers or otherwise including but not limited to description or physical
condition of the AIPL Business Club or any other physical characteristics thereof, the
services and facilities to be provided by the Developer or any other data except as
specifically represented in this Agreement and that the Buyer has relied solely on his
own judgment and investigation in deciding to enter into this Agreement and that this
Agreement is self-contained and complete in all respects.

H. The Buyer confirms to the Developer that he is entering into this Agreement with full
knowledge of all the applicable laws, rules, regulations notifications etc. in general
and applicable to the AIPL Business Club in particular and the terms and conditions
contained in this Agreement and that he has clearly understood his rights, duties,
responsibilities, obligations under each and all the clauses of this Agreement. The
Buyer undertakes to comply with the terms of this Agreement at all times.

I. That the parties hereto have mutually agreed and reached an understanding regarding
the allotment/sale/purchase of the space in the AIPL Business Club and are desirous
of recording the terms thereof in writing.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AND THIS AGREEMENT

WITNESSETH AS FOLLOWS:

1. That recitals and annexures to this Agreement shall form an integral part of this
Agreement.

2. That the Buyer hereby confirms that he is aware that the Developer has applied for
approval of Building Plans of the AIPL Business Club with the appropriate authorities,
and that the area will be allotted to him after approval of the building plans from the
appropriate authorities.

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3. That the Buyer agrees to allotment/purchase of the Kiosk in “The Food Spa” as per
details mentioned below:

a. Kiosk No. 28
b. Kiosk Super Area (sq ft) 422.08 sq.ft.

Basic Sale Price (BSP) Rate @ Rs 7610/- (Rupees six thousand six hundred and ten
only) per square feet of the Kiosk Super Area, amounting to Rs 27,89,949/- (rupees
twenty seven lac eighty nine thousand nine hundred and forty nine only).

PLC, as applicable:
Total PLC@ Rs 500/- (rupees five hundred only) per square feet of the Kiosk Super
Area, amounting to Rs. 2,11,040/- (rupees two lac eleven thousand and forty only)

External Development Charges and Infrastructure Development Charges @ Rs. 390/-

(rupees three hundred and ninety only) per square feet of the Kiosk Super Area,
amounting to Rs 1,64,611/- (rupees once lac sixty four thousand six hundred and eleven
only).

All the charges mentioned in this clause 3 alongwith the Basic Sale Price shall
hereinafter referred to as “Total Sale Consideration” amounting to Rs. 31,65,600/-
(rupees thirty one lac sixty five thousand and six hundred only) and shall be payable by
the Buyer on the Kiosk Super Area in the manner as set out in the Payment Plan agreed
by the Buyer and annexed herewith as Annexure-B. The monthly return on these
deposited amounts shall be paid in the manner as below:

IFMS and Sinking Fund shall be payable at the time of notice of offer of possession in
terms of the Maintenance Agreement to be executed by the Buyer with the Maintenance
Agency in terms of Clause 9 hereinbelow.

4. That in case of variation in super area either in excess or in deficiency, the rates as
agreed hereinabove shall operate for increased or decreased area, as the case may be,
and the Buyer shall be liable to pay additional Total Sale Consideration or seek refund
of excess amount as per the rates agreed hereinabove. The Plan of the area to be allotted
by the Developer to the Buyer shall be detailed and annexed to the Space/Unit Buyer
Agreement to be executed in respect of sale of Kiosk. The rates charged are on the basis
of super area. The Buyer is aware that the Carpet area would be less than super area.
The decision of the Developer in respect of super area will be final and will be accepted
by the Buyer.

5. That out of the Total Sale Consideration, the Buyer has paid an amount of Rs.
20,84,000/- (rupees seven lac seventy six thousand eight hundred and seventy one only)
including service tax as per following details:
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 Sl. Cheque Cheque date Drawn on Amount
No. no. (INR)
1. 315002 20.08.15 Indian Overseas Bank 7,76,871/-
2. 315009 21.08.15 Indian Overseas Bank 13,07,129/-
Total 20,84,000/-

This Agreement is subject to realisation of the above mentioned cheques. In the event
the above cheques given by the Buyer are not realized then this Agreement shall stand
cancelled and become invalid.

6. That the remaining Total Sales Consideration of Rs 11,65,600/- (rupees eleven lac
sixty five thousand and six hundred only) will be paid by the Buyer at the time of notice
of offer of possession of the Kiosk.

7. That the Developer will pay Rs 51,656/- (rupees fifty one thousand six hundred and
fifty six only) per month as an assured return to the Buyer on the booking amount till
the date of notice of offer of possession of the Kiosk:
(a) Ms Daya Wanti - Rs 17,219/- (rupees seventeen thousand two hundred and
nineteen only);
(b) Ms Ruchi Kaushik - Rs 17,219/- (rupees seventeen thousand two hundred and
nineteen only); and
(c) Mr Kamal Kaushik - Rs 17,218/- (rupees seventeen thousand two hundred and
eighteen only).

8. The Developer will be give monthly cheques of assured return to the Buyer as above
subject to deduction of tax at source as per rates prescribed under the Income Tax Act,
1961 as per the provisions applicable for the financial year 2015-2016. In case there is
any change in the rate of TDS, Buyer hereby undertakes to return the unused cheques to
the Developer immediately on demand by the Developer, and the Developer shall
replace the same within 1 (one) working day, failing which, the Developer shall have
the right to issue stop payment request to the Bank for the unused cheques. The Buyer
agrees and confirms that in such case no liability of dis-honour of cheques or otherwise
shall accrue on the Developer.

9. That the Developer will enter into Space/Unit Buyer Agreement with the Buyer in
respect of the Kiosk as and when demanded by the Developer. The detailed terms and
conditions for the allotment of the Kiosk shall be covered in the Space/Unit-Buyer
Agreement.

10. That the Developer will execute the Sale Deed in favour of the Buyer after receiving
full Total Sales Consideration in respect of the Kiosk, and receipt of Completion
Certificate of the AIPL Business Club from the appropriate authorities. All the
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 expenses related to execution and registration of the said Sale Deed shall be borne by
the Buyer.

11. That the Buyer agrees to abide by the terms and conditions imposed by the
appropriate authorities. Any charges demanded or levied by appropriate authorities
towards vacant land tax, property tax or any other taxes, levies or charges to the Kiosk
or the AIPL Business Club, after the date of execution of this MOU and during the
course of construction of the AIPL Business Club and thereafter shall be borne by the
Buyer, irrespective of the fact that the Buyer(s) has not yet commenced enjoying any of
its envisaged benefits, actual or notional in nature from the Kiosk. Such charges, taxes
and levies shall be payable immediately on demand to the Developer or its nominated
agency and will be levied and demanded on proportionate basis. However, if
assessment of the property tax is not made separately for each unit of the AIPL
Business Club by the concerned Appropriate Authorities, then in that event the Buyer
shall pay his proportionate share to the Developer.

12. That the Buyer will enter into separate Maintenance Agreement with the Developer
Maintenance Agency duly appointed by the Developer when called upon to do so. The
terms of maintenance of the Kiosk and AIPL Business Club including Common areas,
infrastructure, facilities, payment of maintenance charges, interest free security deposit,
etc shall be governed by the Maintenance Agreement. It is hereby clarified that
maintenance charges shall be payable post issue of notice of possession for the Kiosk
by the Developer to the Buyer.

13. That it is hereby agreed and confirmed by the Buyer that the Developer shall have
unfettered and unequivocal right for a period of 12 (twelve) months from the date of
notice of offer of possession to put the Kiosk, individually or in combination with other
Kiosks, on lease, for and on behalf of the Buyer, as and when the Kiosk is ready and fit
for occupation. The Buyer has clearly understood the general risks involved in giving
any premises on lease to third parties and has undertaken to bear the said risks
exclusively without any liability whatsoever on the part of the Developer. It is further
agreed that:
13.1. The Buyer shall execute documents as and when may be necessary and as may be
desired by the Developer in this connection without any objection or demur.
13.2. The Developer shall have the authority to negotiate and finalize the leasing
arrangement in respect of the Kiosk, individually or in combination with other
Kiosks, with any suitable tenant/s, for whatever period and for whatever rent
including on revenue share arrangement, and with whatever conditions as may be
negotiated by the Developer with the intending lessee(s) and as may be thought
fit and appropriate by the Developer and to execute the lease with the said
intending lessee in its own name or on behalf of the Buyer for which the Buyer
has vested the Developer with all the powers and rights which shall not be
questioned by the Buyer subsequently.
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 13.3. The Developer shall also have the authority to negotiate, finalize and execute the
renewals of the existing leases and the subsequent leases of the Kiosk with the
existing/new tenant(s) on behalf of the Buyer at the cost and expense of the
Buyer, including any brokerage to be paid in respect of the same, and to get
registered such renewals/ fresh leases on behalf of the Buyer at the cost and
expense of the Buyer. The rent, period and other terms and conditions of such
renewals/ fresh leases will be as may be the outcome of negotiations conducted
by the Developer with the existing/ new tenant(s) and the Buyer shall not raise
any objection in respect of the same. The Developer shall be authorized to appear
before any competent authority and to lodge any lease document in respect of the
Kiosk for registration at the cost and expense of the Buyer in accordance with the
terms agreed in the lease document for which the Buyer herby authorizes the
Developer.
13.4. During the tenure(s) of the lease(s) as well as during the intervening gaps, the
Kiosk shall be deemed to be in legal possession of the Buyer. However, the Buyer
shall not demand or claim physical possession of the Kiosk till it is on lease.
13.5. The Developer shall not be responsible for any defaults, including non-payment
of rent and other dues and similar such breaches by the lessees and the Buyer
shall be solely responsible for the same. However, the Developer will take such
legal action as may be deemed fit and proper by it against such defaulting
lessee(s) at the cost and expense & risk and responsibility of the Buyer for which
the Buyer shall execute appropriate documents/ authority letter and the Buyer
shall not be entitled for any rent or return for the periods of such defaults/ non-
payment until the same are recovered through court process or otherwise. In case
of partial recovery, the Buyer will be entitled for only proportionate rent out of
rent recovered from the lessee after appropriation of cost and expenses thereof.
13.6. The Developer shall not be responsible for any damage caused by any lessee to
the Kiosk. However, the Developer may take such legal action as it may deem fit
against such a lessee(s) at the cost & expense and risk & responsibility of the
Buyer.
13.7. The lease document will stipulate payment of maintenance and other such
charges by the lessee(s) during the period of the lease(s) to the
Developer/maintenance agency/company. However, in the event of non-payment
or delayed payment of such charges by the lessee(s), the ultimate responsibility of
the payment of the same shall be that of the Buyer.

14. That it is further agreed between the Parties that in the event the Buyer intends to
operate its own Food & Beverage outlet at the Kiosk, it shall give prior written notice
to the Developer within 30 (thirty) days of notice of offer of possession. However, the
Buyer shall ensure that the Kiosk is fully operational within 90 (ninety) days from the
date of notice of offer of possession, failing which, the Developer shall have the right
to lease as detailed in Clause 10 hereinabove for a period of 12 (twelve) months

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 starting from the expiry of period of 90 (ninety) days from the date of notice of offer
of possession.

15. That the Buyer agrees that in case the use of the Project is converted from IT/ITes to
Commercial by the Competent Authorities then the conversion charges alongwith
Developer’s administration and service charges will be paid by the Buyer to the
Developer proportionately. Proportionately/ Proportionate means Ratio of the Super
Area of the Kiosk to the Total Super Area of the AIPL Business Club. The applicable
proportionate conversion charges shall be paid by the Buyer at the time of demand by
the Developer.

16. That the Buyer cannot assign the rights and liabilities under this Agreement to any
person without prior written consent of the Developer.

17. In case the Buyer is NRI/PIO, the Buyer agree that the Buyer itself shall be
responsible for complying with the necessary formalities as laid down in the Foreign
Exchange Management Act, 1999 (FEMA), rules and regulations of the Reserve Bank
of India or statutory enactments or amendments thereof and all other applicable laws
including that of remittance of payments, acquisition, sale, transfer of immovable
property, etc., and provide the Developer with such permissions, approvals. The
Buyer agree that in the event of any failure on its part to comply with the applicable
guidelines issued by the Reserve Bank of India, FEMA or any other law(s), the Buyer
shall alone be liable for any action under the provisions of relevant Act, Regulations
etc. The Developer accepts no responsibility and liability in this regard and the Buyer
shall keep the Developer fully indemnified and harmless in this regard.

18. That the failure of any party to insist upon a strict performance of any of the terms
and provisions of this Agreement, or to exercise any option, right or remedy herein
contained, shall not be construed as a waiver or as a relinquishment of such term,
provision, option, right or remedy, but the same shall continue and remain in full
force and effect. No waiver by any party of any term or provision hereof shall be
deemed to have been made unless expressed in writing and signed by such party.

19. That any notice, letter or communication to be made, served or communicated unto
any Party under these presents will be deemed to be duly made, served or
communicated only, if the notice or letter or communication is addressed to the Party
at the address shown above or changed address as may be intimated by the Party in
this behalf and sent by Registered Post AD.

20. That if any provision of this Agreement is prohibited or determined to be void, illegal
or unenforceable under applicable laws, such provision shall be deemed to be
amended or deleted in so far as reasonable inconsistent with purpose of this
Agreement and to the extent necessary to conform to applicable laws and remaining
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 provision of this Agreement shall remain valid and enforceable in accordance with
their terms.

21. All or any disputes arising out of or touching upon or in relation to the terms of this
Agreement or its termination including the interpretation and validity of the terms
hereof and the respective rights and obligations of the Parties shall be settled amicably
by mutual discussions, failing which the same shall be settled through reference to a
sole Arbitrator to be jointly appointed by the Developer and the Buyer, whose
decision shall be final and binding upon the Parties. The arbitration shall be governed
by the Arbitration and Conciliation Act, 1996 or any statutory
amendments/modifications thereto and shall be held at the Developer’s offices or at a
location designated by the said Sole Arbitrator in Gurgaon. The language of the
arbitration proceedings and the Award shall be in English. The Award of the Sole
Arbitrator shall be final and binding on the Parties. Both the Parties will share the fees
of the Arbitrator in equal proportion.

22. This Agreement supersedes and has over riding effect on all prior discussion and
correspondence between the parties or any other agreement and understanding that the
parties may have in respect of the Kiosk and/or the AIPL Business Club to the extent
those agreements and understandings effect the subject matter contained in this
Agreement.

23. That no change, modification or alteration in this Agreement shall be done without the
written consent of the parties.

24. That the rights and obligations of the Parties under or arising out of this Agreement
shall be construed and enforced in accordance with the laws of India. Subject to the
above Arbitration clause, the Courts at Gurgaon and the Punjab & Haryana High
Court at Chandigarh alone shall, have the exclusive jurisdiction in all matters arising
out of/touching and/or concerning this Agreement, to the exclusion of all other
locations, regardless of the place of execution or subject matter of this Agreement.

25. That this Agreement has been prepared in Duplicate with Original Signatures of the
Parties and attesting witnesses and one original set has been kept by each Party.

IN WITNESS WHEREOF, the parties hereto have set their hands to these presents on the
day, month and year first above written.

WITNESSES:
1. SIGNED & DELIVERED
For & on behalf of Developer

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 Nandita Chauhan
Authorised Signatory

2. SIGNED & DELIVERED by the Buyer (including

joint Buyer)

(Dayawanti)

(Ruchi Kaushik)

(Kamal Kaushik)

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