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Draft for discussions only

AGREEMENT TO SELL

THIS SALE AGREEMENT is made and entered into on this the ___Day of
May, 2015, at Bangalore by and between:

Sri. J. SHANKAR, aged about 65 years,

S/o. Mr. R. Jayaraman,
Grihalaksmi Apartments,
Subrato Mukherjee Road,
Jalahalli West,
Bangalore- 560 058.

(Hereinafter referred to as the ‘VENDOR’ and the said term hereinafter wherever
used in the context shall mean and include his legal heirs, successors, assignees
and representatives etc.,)

IN FAVOUR OF:

Sri. Kumar Krishnan, aged about.. years.

S/o.__________,
Residing at No………………..,
……………………,
…………………….
Bangalore-5600...

(Hereinafter referred to as the ‘PURCHASER’ and the said term hereinafter

wherever used in the context shall mean and include his legal heirs, successors,
assignees and representatives etc., )

I. WHEREAS the Vendor is the absolute owner in possession of the immovable

property bearing Site No.1782, in A Block, carved out of layout formed by The
Aircraft Employees Co-op. Society Ltd., duly approved by the he Bangalore
Development Authority as per the order dated 12-11-1992, vide
No.BDA/TPM/DD/1263/92-93, situated at survey Nos. 6/1 6/2, 8/1, 8/2, 8/3, 8/4,
8/5, 8/6, 10/1, 10/3, 15/1P, 15/2P, 17P, 18, 19, 21/1, 21/2, 21/3, 22/1, 22/2, 23/1,
23/2, 23/3, 23/4, 23/5, 23/6, 27/7, 23/8, 23/9, 23/10, 23/11, 23/12, 23/13, 25/1,
25/2, 25/3, 25/4, 25/5, 25/6, 26/1P, 26/3, 27/1A, 27/1B, 27/2, 28/1A, 28/1B, 28/2,
28/3, 28/4, 28/5, 29/1, 29/2, 30/1, 30/2, 31, 32/2, 32/3, 36, 38, 39, 43/1, 44, 46,
61/1, 61/2, 62, 63, 64, 67/1, 67/2, 67/3, 67/4, 67/6, 68/1, 72/1, 72/2, 72/3, 72/4, 73,
74, 75/1, 75/2, 75/3, 75/4, 75/5, 75/6, 75/7, 75/8, 75/9, 76/1, 76/3, 76/4, 77/1, 77/2,
77/3, 77/4, 77/5, 77/6, 78, 79/1, 79/2, 79/3, 79/4, 79/5, 79/6, 79/7, 79/8, 79/9, 80,
81/1, 81/2A, 81/2B, 81/2C, 81/3A, 81/3B, 83, 84, 85, 91/1, 91/2, 94/1, 94/2, 95,
96/1P, 96/2, 96/3, 97/1B, 97/2, 102/1, 102/2, 103/1, 103/3, 103/4, 103/5B, 103/6,
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104/2, 105/1P, 105/2, 105/3, 106/1P, 106/2P, 106/3, 106/4, 106/5, 106/6, 109,
111/1, and 111/2, of Singasandra Village, Begur Hobli, Bangalore South Taluk,
Bangalore District, measuring East to West : 60’ and North to South 40” in all 2400
sq.ft. more fully described herein under and hereinafter referred to as the
‘Schedule property’. The Vendor has acquired the Schedule property from The
Aircraft Employees Co-op. Society Ltd., vide the registered Sale deed document
No: BNG(U)-BLR(S) 1287/2001-02, dated 28/02/2002. Thereupon the Vendor has
been in continuous uninterrupted possession of the schedule property after getting
the khatha of property transferred into his name on the revenue records of
Bangalore Development Authority, by paying the tax and cess/s from time to time,
thereupon he is exercising his absolute right, title and interest over the schedule
property without any let or hindrance whatsoever, with all power of alienation,
which is free from all types of encumbrances.

II. WHEREAS the Vendor to discharge certain liabilities and for legal necessities
offer sell the Schedule property and having coming know about the intention of
the Vendor, the Purchaser is in search of suitable property in the vicinity for his
bona fide use has given the offer to purchase the Schedule property for a price, the
Vendor being satisfied with the offer and terms of the Purchaser is ready and
willing to sell the Schedule property, which is free from all types of encumbrances.

III. WHEREAS the Vendor is in need of funds for discharging his liabilities and for
legal necessities and hence by accepting the offer of Purchaser, the Vendor has
offered to sell the Schedule Property making the following representations;

a. that he is the absolute owner of the Schedule Property and the title thereto
is good, marketable and subsisting and none else have any right, title interest or
share therein;

b. that the Schedule Property is not subject to any encumbrances,

attachments, Court proceedings or charges of any kind;

c. that the Vendor has not entered into any agreement or arrangement for
sale or transfer of the Schedule Property with anyone else;

d. that the Vendor is in possession and enjoyment of the Schedule Property;

e. that there is no impediment for the Vendor to acquire or hold or to sell the
Schedule Property under any law;

And acting on the said representations, the Purchaser has agreed to purchase the
Schedule Property for a valuable sale consideration, which is mutually agreed by
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and between the parties hereto and they are desirous of reducing the terms agreed
into writing;

IV. NOW THIS AGREEMENT OF SALE WITNESSES AS FOLLOWS:

That in pursuance of the foregoing and in consideration of the price hereby agreed
to and advance paid by the Purchaser, the Vendor hereby agree to sell and the
Purchaser hereby agrees to purchase, all that portion of property Site No.1782, in
A Block, carved out of layout formed by The Aircraft Employees Co-op. Society
Ltd., duly approved by the he Bangalore Development Authority as per the order
dated 12-11-1992, vide No.BDA/TPM/DD/1263/92-93, situated at Singasandra
Village, Begur Hobli, Bangalore South Taluk, Bangalore District, measuring East to
West : 60’ and North to South 40” in all 2400 sq.ft. which is more fully described in
the schedule hereunder and hereinafter referred to as the Schedule Property,
subject to the following terms and conditions.

1) SALE PRICE:

1.1) The price payable by the Purchaser to the Vendor for the Schedule
Property shall be Rs.1,24,80,000/- (Rupees One Crore Twenty Four Lakhs Eighty
Thousand Only)
1.2)
The Vendor does hereby accept and acknowledge receipt of the said sum in the
aforesaid manner from the Purchaser being part of Sale consideration duly agreed
upon and the balance sale consideration will be paid at the time registration of Sale
deed in favour of Purchaser or his nominee, after providing the original documents,
to the satisfaction of Purchaser Advocate.

2) TIME FOR COMPLETION:

The sale shall be completed within … (..) months from this date and the Vendor
shall furnish latest Tax paid receipt and khatha from the concerned revenue
authority.

3) VENDORS OBLIGATIONS:

3.1) The Vendor shall make out and convey a good, marketable and subsisting
title in regard to the Schedule Property to the Purchaser;

3.2) The Vendor shall be responsible to satisfy the Purchaser in regard to any
claim made by anyone in regard to the Schedule Property;
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3.3) The Sale of the Schedule Property shall be free from all types of
encumbrances, attachments, Court proceedings or charges of any kind;

3.4) The Vendor shall bear and pay all rates and taxes in respect of the
Schedule Property upto the date of sale;

3.5) The Vendor further assure and undertake with the Purchaser that all the
minor rights, or any other rights, interests, claims etc., are protected and any such
claims that may arise or if arises at a future date will be met by the Vendor at his
own cost out of his other assets and properties and the Vendor shall keep the
Purchaser indemnified towards any such claims/losses that may arise against the
Purchaser or against the Schedule Property out of Vendor other personal
properties and assets;

3.6) The sale shall be subject to good and marketable title free from all
encumbrances, attachments, liens, lispendens etc., and all the cost and expenses
required for delivering the good and marketable title over the Schedule Property
shall be borne by the Vendor alone;

3.7) The Vendor hereby covenant that the Schedule Property is free from all
encumbrances, liens, attachments, injunctions court orders lispendens, etc., and
further confirm that he has clear title to the Schedule Property;

3.8) The Vendor covenant that he has not alienated the Schedule Property by
way of sale, gift, agreement to sell, mortgage, lease, etc., and that there are no
claims on the Schedule Property and the Vendor shall settle such claims out of
their own funds and if they fail to do so before registration of the Schedule
Property, the Purchaser is entitled to settle such of the claim or liabilities that may
arise against the Schedule Property solely at the discretion of the Purchaser out of
the balance sale consideration to be paid to the Vendor and the Vendor is entitled
to the balance amount after deducting such of the compensation that may be paid
to the third parties and the Vendor shall not raise any objection for such of the
settlement made by the Purchaser with the third parties;

3.9) The Vendor further undertake and assure the purchaser, that he shall not
encumber the Schedule Property by way of sale agreement to sell, gift, mortgage
lease, etc., with any third parties during the subsistence of this agreement and till
the sale deed/deeds registration of the Schedule Property is completed in favour of
the Purchaser or his nominee/s;

3.10) The Vendor do hereby undertake and indemnify the Purchaser herein
against any loss, claims damages or expenses that the Purchaser may suffer or
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incur on account of defective title of the Vendor or arising out of any claim form any
family member's or any third party or parties or any person or persons claiming
through or under the Vendor herein;

3.11) The Vendor shall receive the balance sale consideration from the
Purchaser without demanding extra amount at the time of registration and such
balance sale consideration shall be subject to the actual measurement of the
Schedule Property to be conveyed;

3.12) The Vendor has no objection whatsoever in the Purchaser taking out
paper publication regarding the sale and purchase of the Schedule Property.

4) POSSESSION:

The vacant possession of the Schedule Property is not delivered to the Purchaser
under this Agreement and same shall be delivered at the time of registration of
absolute sale deed.

5) TITLE DEEDS:

The Vendor has agreed to deliver all the original documents of title and revenue
records, relating to the Schedule Property to the Purchaser at the time of
registration of the absolute sale deed;

6) EXPENSES:

The Stamp duty and Registration expenses in regard to the deed of Conveyance
shall be borne by the Purchaser;

7) NOMINATION:

The Vendor shall execute the Deed of Sale in regard to the Schedule Property
either in favour of the Purchaser and/or his nominees/s as required by the
Purchaser, either in one lot or in several portions or pieces or in undivided shares;

8) CONSEQUENCES OF BREACH:

In the event of the Vendor or Purchaser committing breach of any of the terms of
the agreement the aggrieved party shall be entitled to enforce specific performance
of this contract and also recover all costs, expenses and losses incurred by the
aggrieved party, as a consequence of such breach from the party committing
breach;
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SCHEDULE PROPERTY

All that piece and parcel of Site No.1782, in A Block, carved out of layout
formed by The Aircraft Employees Co-op. Society Ltd., duly approved by the he
Bangalore Development Authority as per the order dated 12-11-1992, vide
No.BDA/TPM/DD/1263/92-93, situated at survey Nos. 6/1 6/2, 8/1, 8/2, 8/3, 8/4,
8/5, 8/6, 10/1, 10/3, 15/1P, 15/2P, 17P, 18, 19, 21/1, 21/2, 21/3, 22/1, 22/2, 23/1,
23/2, 23/3, 23/4, 23/5, 23/6, 27/7, 23/8, 23/9, 23/10, 23/11, 23/12, 23/13, 25/1,
25/2, 25/3, 25/4, 25/5, 25/6, 26/1P, 26/3, 27/1A, 27/1B, 27/2, 28/1A, 28/1B, 28/2,
28/3, 28/4, 28/5, 29/1, 29/2, 30/1, 30/2, 31, 32/2, 32/3, 36, 38, 39, 43/1, 44, 46,
61/1, 61/2, 62, 63, 64, 67/1, 67/2, 67/3, 67/4, 67/6, 68/1, 72/1, 72/2, 72/3, 72/4, 73,
74, 75/1, 75/2, 75/3, 75/4, 75/5, 75/6, 75/7, 75/8, 75/9, 76/1, 76/3, 76/4, 77/1, 77/2,
77/3, 77/4, 77/5, 77/6, 78, 79/1, 79/2, 79/3, 79/4, 79/5, 79/6, 79/7, 79/8, 79/9, 80,
81/1, 81/2A, 81/2B, 81/2C, 81/3A, 81/3B, 83, 84, 85, 91/1, 91/2, 94/1, 94/2, 95,
96/1P, 96/2, 96/3, 97/1B, 97/2, 102/1, 102/2, 103/1, 103/3, 103/4, 103/5B, 103/6,
104/2, 105/1P, 105/2, 105/3, 106/1P, 106/2P, 106/3, 106/4, 106/5, 106/6, 109,
111/1, and 111/2, of Singasandra Village, Begur Hobli, Bangalore South Taluk,
Bangalore District, measuring:

NORTH TO SOUTH: 40 FEET (12.195 METRES)

EAST TO WEST: 60 FEET (18.292 METRES)

In all measuring in all 266.66 square yards or 223.07 square meters, together with
all right appurtenances whatsoever whether underneath or above the surface and
bounded on:
NORTH BY : SITE No: 1781.
SOUTH BY : SITE No: 1783.
EAST BY : SITE Nos.1809 & 1810.
WEST BY : ROAD.

IN WITNESS WHEREOF the PARTIES have hereto signed this AGREEMENT

OF SALE, on the day, month and year written herein above.

WITNESSES:

1) V E N D O R

2) PURCHASER
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