, 2 St Ree ae reas ayy asc et £203.99 SAW LAND AGGREGATION AGREEMENT This LAND AGGREGATION AGREEMENT is made on this03“day of March,2022 at Gurugram, Haryana by and between 1. Juniper Green Stellar Private Limited,company registered and existing under the laws of India,having CIN U40106DL2021PTC385484 and having its corporate office atPlot No. 18,. 1st Floor, Institutional Area, Sector 32 Gurugram, Haryana, 122001and registered office at F-9, First Floor, Manish Plaza-1, Plot No. 7 MLU, Sector-10, Dwarka, New Delhi ~ 110075(hereinaffer referred to as “Service Recipient’, which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors and assigns); And 2. Mis JSJB Construction,C/o Mr Tara Chanda proprietorship firm, having PAN: AQDPC4380N and GSTregistration no. O8AQDPC4380N2ZMand UAM registration NO...........fegistered office atKalyanpura Khurd, Kotputli, Jaipur, Rajasthan — 303108(hereinafter referred to as the “Service Provider-1” which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors and assigns) 3. Mls BhatiBuildcon, C/o Mr Daler Singh Bhatia proprietorship/partnership firm/comapny, having PAN: AKCPB6751Hand GST registration no. ...08AKCPB6751H4Z8and UAM registration no... registered office at Dukan NO.4Mohan Bhawanbus stand kesamnePhalodiDist.Jodhpur(hereinafter referred to as the “Service Provider-2" which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors and assigns) The Service Provider-1and Service Provider-2 are hereinafter collectively referred to as the “Service Provider’. The Service Recipient, Service Provider are hereinafter referred to individually as the ‘Party’ and collectively as the “Parties. soyoudog Ws ise Oe ae \Drtfirietor NOLOMLSNOD arst S/W Na Mis SJB CONSTRUCTION arias ProprietorPrinate& Strictly Confidential WHEREAS: (a) (B) (c) (D) (E) ‘The Service Recipient is proposing to develop a 250-300 MW solar power project at the Project site near Fatehgarh-IVGrid Substationof PGCIL located in the state of Rajasthan. (‘Project’). The Service Recipient is desirous of acquiring approximately 175 acres land for Phase-1 and another 1325 acres of land for Phase-2, total area admeasuring to 1500 acres. The Service Recipient is planning to acquire Phase-1 land of 175 acres on priority basis to apply for Stage-l Connectivity for 100MW project capacity from CTU. In case, the Stage-I! Connectivity for 100MW is granted to it, then the Service Recipient may proceed with the acquisition of Phase-2 land by issuing a Notice to Proceed-2 within 6 months from the receipt of the Stage-II Connectivity ("Blocking Period”). Incase, the Service Recipient is not granted Stage- Il Connectivity or for any reason at its own discretion the Service Recipient does not issue the Notice to Proceed-2uithin the Blocking Period then this Agreement shall be deemed to be terminated for Phase-2 and shall remain applicable only for Phase-1 land parcels of 175 acres and the Service Provider shall be entitled to ctaim only the Shortclosing Payment as detailed in Schedule-Il The Service Provider is engaged in acquiring and developing land as per the applicable laws, coordination with government authorities, facilitating approvals and providing project development services for setting up solar photovoltaic power plants. Based on the representation of the Service Provider set out in this Agreement, the Service Recipient wishes to engage the Service Provider to inter alia procure landon sale or leasehold basis’ free from all Encumbrance legally duly suitable in relation to the Project, and to procure right of way, requisite permissions, approvals in relation to the Required Land and land acquisition and right of way. The Service Provider hasrepresented and warranted that it has identified certain contiguous private land parcels admeasuring 1500 acres (extendable) situated at Village Sheo, TehsilSheo&, DistrictBarmerin the state of Rajasthanwith direct opening J access of on major village road,more specifically detailed in the Survey/Khasra/ Revenue Map and marked with red line in the Schedule Iwhich is annexed herewith("Required Land"). The details of the survey numbers along with their respective owners having full ownership rights and possession of the RequiredLand (herein afer referred as the ‘Owner) and area is detailed in Schedule |, which is annexed herewith. ‘The Service Provider has approached Service Recipient for expediting and assisting Service Recipient in: (() the acquisition of RequiredLand (together with vacant and peaceful possession ard all the rights, title, and interest therein and thereto including accessibility and Encumbrance free Required Land suitable for the purpose of the Project) from the Owners, under registered sale deed or lease deed for the purpose of setting up the Project at a price not exceeding rates as mentioned in this ‘Agreement including but not limited to any amount payable to any third party, for approvals, brokerage, commission, etc. (ii) procuring and obtaining, any and all authorisations, permissions and no-objection certificates and approvals required for setting up and commissioning of the Project as more particularly detailed out in Clause 3 of this Agreement (hereinafter collectively referred to as the “Services, as referred in this Agreement. The Service Provider has represented and warranted that it has requisite resources, experience and capability to provide the Services. M/s SJB CONSTRUCTION pr & M/s Bhati Buildeon ie SeIeeieePrivate & Strictly Confidential (F) (6) ‘The Services shall be rendered by Service Provider in a time bound manner. Time is essence of this Agreement, and the Service Provider is aware that the Services required under this Agreement is for the sole purposes of setting up the Project. The Parties have agreed to execute this Agreement to set forth their understanding towards performance of the obligations of the Service Provider and terms and conditions thereof in consideration of the consideration set out in this Agreement. NOW THEREFORE, in consideration of the foregoing, mutual undertakings and other good and valuable consideration, the sufficiency of which is hereby acknowledged by the Parties, the Parties hereto agree as follows: 1. 14 DEFINITIONS AND INTERPRETATION Definitions In this Agreement, the capitalised terms listed below shall have the following meanings: “Agreement” shall mean this agreement entered into between the SERVICE RECIPIENT and the Service Provider together with all the schedules and annexures annexed to this agreement, as amended, modified and supplemented from time to time in accordance with its terms. “Applicable Laws” means all laws, treaties, ordinances, rules, regulations, notifications, circulars, guidelines applicable in India or in the State where Project Site is located and amendments, re-enactments, revisions, application, and adaptations thereto made from time to time and in force and effect, judgments, decrees, injunctions, writs and orders of any court, arbitrator or governmental agency or authority, rules, regulations, orders and interpretations of any Government Authorities, Court or statutory or other body having jurisdiction over the obligations to be performed by the Service Provider in accordance with the terms of this Agreement having the force of law, including Applicable Permits, as may be in effect at the time of performance of the obligations by the Service Provider. “Applicable Permits” means any and all permits, clearances, authorizations, consents, licenses (including without limitation any import or export licenses), lease, ‘exemption (including exemption from payment of stamp duty under the Rajasthan Investment Promotion Scheme — 2019), NA permission, land ceiling approvalsfiling, nts, or approvals, approvais/consents/permissions for agricultural land n and NA conversion required to be obtained or maintained in connection with the performance of the obligations of the Service Provider in accordance with the terms of this Agreement and under Applicable Laws and as may be in effect. during the continuation of this Agreement. “Company” shall mean any subsidiary, nominee, affiliate or! associateof theService Recipient. “Confidential Information” shall have the same meaning as ascribed to it in Clause 12.1 (b) of this Agreement. “Encumbrance’ shall mean any mortgage, charge (whether fixed or floating), pre- ‘emptive right, pledge, lien, hypothecation, assignment, deed of trust, security interest or other encumbrance or interest of any kind securing, or conferring any priority of Mls JS1B CONSTRUCTION aye Proprietor 3 m/s Bhati Buiiteon wee0—n"Prise & Strictly Confidential payment in respect of any obligation of any Person (as defined hereinafter), including any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic of financial effect similar to the granting of security under Applicable Laws, disputes, litigation, show-cause notices, land acquisition proceedings, demand notices issued by tax or revenue departments or anything which creates financial or otherwise. “Effective Date” shall have the meaning given to it in Clause 2.2; “Government Authorities’ means the Central Government, State Government, or any political subdivision, ministry, department, agency, corporation, commission or any regional, local, district, tehsil, panchayat or municipal authority or governmental body thereof or any other governmental or statutory body of the Government or of any other State, or of any political subdivision, ministry, department, agency, corporation, commission, or any regional, local, district, tehsil, panchayat or municipal authority or governmental body thereof, and shall include without limitation any other executive, legislative, judicial or administrative body having jurisdiction over the Project Site and / or obligations of the Service Provider as set out under this ‘Agreement. “Indemnified Party" shall have the meaning given to it in Clause 7.1 “Lease Price” shall have the meaning given to it in Clause 5. “Notice to Proceed-1" or ‘NTP-1' meansthe notice by the Service Recipient to proceed with land acquisitionfor an area of 175 acres under Phase-1 as per this Agreement; “Notice to Proceed-2° or ‘NTP-2' means the notice by the Service Recipient to proceed with land acquisition for a contiguous area of balance 1325 acres under Phase-2 as per this Agreement; “Person” means any individual, corporation, partnership, association, company, firm, trust, unincorporated organization, Hindu undivided family, joint venture, government. oF political subdivision or agency thereof. “PPA” means the power purchase agreement entered into between the Service Recipient and any State Distribution Company/Power Trader as the case may be. “Project” shall have the meaning given to it under recital A. “Project Approvals” shall mean approvals for acquisition, lease, use, mortgage and conversion of Required Land for the Project and the ROW with respect to the Required Land to be procured by the Service Providerand shall include, without limitation approval from Collector for allotment of Government land (if any), approval from Revenue Department (if any), Government of Rajasthan,DIC, NOC from Colonization Department - Govt. of Rajasthan, NOC from Indira Gandhi Nahar Pariyojna, NOC from Gram Panchayat, NA, permission for laying transmission line, ceiling permission or any other approval or permission required for acquisition, lease, use, mortgage and conversion of agricultural land to industrial use with respect to the Required Landfor the Project. The same shall also include approvals required for project construction including but not limited to approval from pollution control board, mining department, forest department, no-objection approval from civil aviation, no12 rion & Strictly Confidential objection approval from Ministry of Defense/Airforce, mining, forest, PWD, industrial clearance, approval from CEIG, no objection certificate from District Collector for setting up the Project. “Project Site” means the land on which the Project would be situated and shall include the Required Land and all right of ways with respect to the Required Land. “Project Layout" shall mean the layoutproposed specified in Schedule | “Required Land” shall have the meaning given to it in Recital C of this Agreement&as detailed in Schedule | hereto. “Right of Way’ or “ROW” means each of the rights of way and easement rights from the relevant land ownersto enable the Service Recipientto have the right to access the Project Site including the Access Roads, by way of a registered deed etc., right to undertake the Project including the Access Roads, construct boundary wall of the Project Site,lay transmission-line in form and substance satisfactory to Service Recipient. “Service Fee” shall have the meaning ascribed to it under Clause 5 of this ‘Agreement. “Taxes” means all taxes, levies, cesses, charges and duties pursuant to any Applicable Laws (whether currently in force or coming into force on or after the date of this Agreement), including, GST. Interpretation Unless otherwise provided herein, (a) all references to “Clauses” and “Schedules” are to Clauses and Schedules of this Agreement, (b) references to any gender include all others if applicable in the context, (c) all uses of “include” or “including” mean including without limitation, (d) references to a contract, agreement, or other document mean that contract, agreement, or document as amended, if applicable, (©) the singular includes the plural and the plural includes the singular, and (f) references to a Person include its permitted successors and permitted assigns. This ‘Agreement is the result of negotiations among and has been reviewed by each Party and their respective counsel. Accordingly, this Agreement shall be deemed to be the product of all Parties hereto, and no ambiguity shall be construed in favour of or against any Party. Time is of essence to this Agreement. EFFECTIVE DATE Due Diligence Period During the period of 15 days from the date of execution of this Agreement (‘Due Diligence Period’), the Service Recipient shall carry out a detailed due diligence of the Required Land/Project Site including but not limited to the following: (i) Technical Feasibility of the Project Site; (ii) Survey of the Project Site; (ii) Route survey of transmission line; (iv) Environmental Impact Assessment Study; M/S Bhati Buitdeon22 23 24 25 34 Private & Strictly Confidential, (v) Title Due Diligence for survey numbers aggregating to an extent of 175 acres in the Required Land to confirm applicable laws, transferability of the said Land, applicable permits etc. Itis agreed by the Parties that during the Due Diligence Period, the Service Provider shall facilitate the due diligence process by arranging meetings with relevant Government Authorities, arranging documents required for title diligence/survey of the Project and any other such assistance as may be required by the Service Recipient for carrying out the due diligence. ‘Subject to satisfactory result of the detailed due diligence, the Service Recipient shail issue first Notice to Proceed ("Notice to Proceed - 1”) to the Service Provider in writing. Schedule IV (List of Documents) may be updated based upon results of the Due Diligence. Incase, the Notice to Proceed — 1 is not issued within the Due Diligence Period, this ‘Agreement shall be terminated automatically with no Party having any obligation or liabilities towards the other Party. This Agreement shall be effective from the date of issuance of the Notice to Proceed- 1 in writing by Service Recipientunder this Agreement. Subject to receipt of Stage-II Connectivity, the Service Recipient may proceed with the acquisition of Phase-2 land by issuing a Notice to Proceed-2 within 6 months from the receipt of the Stage-II Connectivity(* Blocking Period’). Incase, the Service Recipient is not granted Stage-II Connectivity or for any reason at its own discretion, the Service Recipient does not issue the Notice to Proceed-2 within the Blocking Period then this Agreement shall be deemed terminated for Phase-2 and shall remain applicable only for Phase-1 land parcels of 175 acres only and the Service Provider shall be entitled to claim only the ShortClosing Payment as. detailed in Schedule-Il. However, it is agreed that if the Parties agree to change the project site to another site location , the Short Closing Payment made to the Service Provider shall be adjusted in the Service Fee payable for the new project site location SCOPE OF SERVICES AND OBLIGATIONS OF THE SERVICE PROVIDER ‘The Service Recipient hereby engages the Service Provider to provide the Services to the Service Recipient and the Service Provider hereby accepts this engagement ‘on the terms and conditions contained in this Agreement.The Service Provider in performance of the Services shall complete the following obligations: () That as the Service Recipientintend to develop theProject at asingle contiguouslocation comprising of 1500 acres,the Service Provider shall, after written prior approval from Service Recipient, procure and facilitate acquisition through salelease of Required Land free from any Encumbrance, which can be used for the Project and the transmission line, comprising of contiguous land fit for development of the solar project. The Service Provider acknowledges that any additional land being bought subsequently shall be contiguous to the existing land owned by the Service Recipient. The Service Provider M/$ Bhati Buildeonii) (iy (iv) riot & Strictly Confidential shall, procure and facilitate acquisition and transfer of land as per the location of the Project Site andas per the timelines specified in Schedule Ill unless otherwise amended by the Service Recipient in writingby way of duly stamped and registered sale deed or duly stamped and registered lease deed for a term of 29 years6 months as applicable, in form and manner satisfactory to the Service Recipient along with all Project Approvals. The Service Provider shall assistin acquiring of Right of Wayfortransmission lines andobtain all necessary and relevant Project Approvals from Goverment Authorities includingbut not limited totrees cutting permission) Forest dept. permission or issue / crop- compensation as decided by the Revenue / Forest Authorities, clearance from Highway Authority, Colonization Department, Indira Gandhi Nahar Pariyojna, Irrigation, PWD, Railway, panchayat, gram sabha/ panchayat, mamlatdar, tehsildar, revenue officer, district magistrate, collector, etc. or otherwise whatsoever at Service Provider's own cost. It is clarified that any monetary compensation Payable with respect to the ROW to third parties as may be determined by a Government Authority shall be borne by the Service Provider at actuals. All the groundwork and necessary work shall be done by the Service Provider for taking the ROW for the Project, for provision of Services for the Project. Any type of consultancy/compensation for taking ROW is in the scope of Service Provider. All approvals related to the ROW shall be taken by the Service Provider including the payment of any kind of fees and charges. ROW clearance and management for taking men, material, machine and power at construction site/Project Site is also in the scope of the Services of Service Provider. Prior to starting the process for entering into any definitive agreements for acquisition or lease of the Required Land, the Service Provider shall obtain and submit all original ROW related documents to the satisfaction of the Service Recipient at his own cost,including all documents, consents, no-objections, information and reports (including title documents, etc.) in connection with the Required Land as may be required by Service Recipient, to enable the Service Recipient to undertake an independent title diligence of the said land parcels. After obtaining the Notice to Proceed ('NTP-1 or NTP-2 as the case may be')regarding the list of identified land &survey no / gut / khata/ khasranumber as referred in NTP,Service Provider shall ensure execution of registered lease deed or sale deed and post obtaining the Project Approvals within the timeline stipulated in the milestones specified by the Service Recipient. In case, if any land or parcel of land is not free from all Encumbrances or not registered for any reasons whatsoever, then the same shall be replaced by the Service Provider at no additional cost or expenses to the Service Recipient immediately with a similar size contiguous land suitable for the Project. The Service Provider shall be bound to provide atleast 1500 acres, M/S Bhati Buitdeonwi) (wii) iil) (®%) ®) (xi) Prioate & Stritiy Confidential contiguous land connecting to the main road as identified by Service Recipient as per the Project Layout. The Service Provider at his cost shall obtain and provide the exemption from payment of stamp duty under the Rajasthan Investment Promotion Scheme - 2019 for the Service Recipient before the registration of Phase-2 land parcels of 1325 acres. If this exemption is not provided, the Service Provider shall bear the cost of stamp duty for the registration of entire Required Land of 1500 acres at actuals. The Service Provider at his cost shall provide all the documents listed in Schedule IV of this Agreement, including file deeds and documents, record of rights (ROR), consents, partitions, family settlement arrangement, no-objections, information and reports (including title documents, khata / khatori, Village Form 7/12, Village Form 8 A, Village Form 6,Jamabandi,survey maps, etc.) in connection with the Required Land to the Service Recipient as may be required by Service Recipient, to enable the Service Recipient to undertake an independent title diligence of the said land parcels. The Service Recipient or the Company (at the sole discretion and the option of Service Recipient) shall do the registered sale deed/ lease deed with the landownerafter satisfactory ttle due diligence. at Service Provider's cost shall complete the mutation process and enter the records of rights! RORincluding in village forms 7/12, 8 A and 6 in favour of theService Recipient (updating the Service Recipient's name in the land revenue records or all land records) in respect of the Required Land and all other actions as may be necessary and applicable under the Applicable Laws for the absolute transfer of ownership and peaceful possession of the Required Land to the Service Recipient. if the land is under restricted tenure (new tenure), Le. land occupied by scheduled tribe, then at Service Provider's cost, the land shall be converted from restricted/new tenure to old tenure upon payment of premium for conversion of the landholding from restricted/new tenure to old tenure and to get the Jantri (circle rate) value of such land calculated at Service Provider's cost or a similar nature, before transferring the same in the name of Service Recipient. at Service Provider's cost,convert the Required Land from agricultural to non-agricultural in accordance with the relevant and applicable land laws in force and effect including obtaining requisite approval /sanad/ NAA. certificate for the Required Land for its bona fide industrial use for the Project at Service Provider's cost obtain and procure all relevant and requisiteApplicable Permits and provide the Service Recipient with an undertaking detailing out all steps, actions and deeds to enable a legal and valid transfer to the Service Recipient of the Required Land (on a freehold basis), which shall in each case be fit for use for the Project, and to take all such steps and actions and provide all such assistance as may be required, wherever applicable, to perfect the Service Recipient's clear and marketable title to the Required Landfree from any Encumbrance. M/S Bhati Buildeon NaPrivate & Strictly Confidential, (b) The Service Provider after inspecting the Land shall specify, depict and demarcate river, floodplains, river! dam catchment areas,nallahas, public utility lands, cremation ground(s), ponds, canals, public wells, chak roads, village roads, places of worship, gas or oil pipelines, no power-line, water-line crossing, high tension wires/ cables or other Encumbrances or hindrances, if any of any kind whatsoever whether on, over or under the Required Land, and also submit a proposal how these could be re-routed, shifted, exchanged or done away with from the Project site which is to be provided to SERVICE RECIPIENT. The Service Provider shall be solely responsible for ensuring and completing the said re-routing, shifting, exchange or removal of such hindrances by duly following the laid down procedure, rules and regulations, and after securing the required permits and approvals. In case any Required Land parcels are not usable for the Project due to above reasons, no Service Fee shall be payable for the same. (©) Its clarified that all the Required Land is private freehold Land.The Service Provider should ensure that there is no SC/ST/ Govt/ Fores’ Gram ‘Sarna/Gocharan land falling in the Required Landand alsoensure that there is no disconnect in the land parcel. If so, the same shall be shifted or exchanged by the Service Provider, without affecting the cost payable by the Service Recipient.If the land is under restricted tenure (new tenure) then the Service Provider at the Service Provider'scostget such land converted from restrictedinew tenure to old tenure upon payment of premium for conversion of the landholding from restricted’new tenure to old tenure as per the applicability of the local laws. (d) The Service Provider should ensure that there should be a proper authorized approach road for transportation of containers and other construction equipment to the Required Land (€) All costs and expenses for procuring proof of title e.g. certified survey data and certified copy of the sale deeds from the concerned offices required for the transfer of title of the Required Land by way of lease or sale deed in favour of Service Recipient shall be borne solely and exclusively by the Service Provider and all the supporting documents furnished in respect thereof shall reflect the latest position of the title’ charge/ encumbrances/ lien off pertaining to the Required Land. () Where there are illegal establishments or occupants of the Required Land, the Service Provider shall ensure the same are removed from the Required Land, without any extra cost to the Service Recipient. (g) __ Incase of any dispute is pending before civil, revenue or any other court or forum/ authority etc. regarding title, share or for partition of the Required Land or any part thereof, the Service Provider shall get the settlement arrived at amongst the co-shares/ co-owners/persons between whom the dispute is pending and thereafter, a registered lease deed with respect to such Required Land or any part thereof shall be executed accordingly in favour of the Service Recipient. (h) The Service Provider shall do all such acts, deeds and things as may be necessary for the transfer of clear and marketable title of the Required Land M/S Bhati Buiideon eer@ 0 (k) @ won Prioate & Strictly Confidential, by way of grant of leaseholder rights for 29 years 6 months by way of registered lease deed in favor of Service Recipient, The Service Provider shall be solely responsible at his own cost: (@) to ensure that the Required Land is free and clear from all Encumbrances and has all relevant and requisite approvals, (i) to ensure that there is no crop, construction (temporary or permanent) ‘or any encroachment or trespass or forest land on any part of the Required Land and the Required Land has clear and unrestricted right of way and access. (ii) to ensure that any outgoing in respect of the Required Land and the Project Approvals towards fees, Taxes, and other dues payable to every concemed Government Authorities has been or will be paid by the Service Provider in full as applicable prior to their transfer. If any dispute arises with any third party pertaining to the Required Land, the Service Provider shall at its own cost, expenses and efforts settle the dispute and ensure that the Required Land provided to Service Recipient as per the terms of this Agreement has a clear and marketable title (as per the contents of the lease or saledeed executed and registered by the Owners infavor of Service Recipient) or leasehold rights (as per the contents of the lease deed ‘executed and registered by the Owners in favor of Service Recipient). ‘The Service Providerat its cost shall get the permission of sale or mortgageot the Required Land (as the case may be), mortgage of land in favour of lenders if required under applicable laws, in favour of Service Recipient, and ‘shall get the Jantri valuation of the Required Land done for creation of such mortgage. Prior to the execution and registration of all the relevant documents, deeds etc. vesting in the Required Land or part thereof, the Service Provider agrees and undertakes to get the demarcation of such land recorded in the relevant government / revenue records. For such purposes, the scale that shall be undertaken is an acre being equivalent to 4047 square meters. It is reiterated that the Service Provider shall be solely responsible for completing the mutation, demarcation, fencing and hand over of the peaceful physical possession of the vacant Required Land to Service Recipient. Service Provider further agrees and assures Service Recipient to undertake the following within a period of 30 (thirty) days from the date of registration of title documents/ lease or sale deeds (as applicable) in favour of Service Recipient: () to have the Service Recipient's name mutated in all official records at the office of patwari/sub-registrar or any other revenue officer/official including in village forms 7/12, 8 A and 6 or revenue record: and (i) subsequent to the mutations recorded in favour of Service Recipient at the office of patwari/sub-registrar or any other revenue officer/official, including in village forms 7/12, 8 A and 6or revenue recordto procure and have the revenue records including updated village forms 7/12, 8 A and 6 issued from the relevant governmental / revenue offices. (ii) to ensure that the Required Land is contiguous and duly partitioned. (iv) to ensure that Service Recipient gets vacant, peaceful, undisputed, legal and absolute possession of the Required Land AY8 Bhati Buildeon we" ProprietorPrivate & Strictly Confidential (¥) to ensure that the Required Land is not a subject of any existing agreement to sell or any other understanding or prior sale or prior lease or prior license or Encumbrance. (vi) to ensure that the Required Land is not a subject matter of any disputes, litigation, legal proceedings, land acquisition, notices and/or attachment by any Government Authorities, courts or tribunals and that there are no decree, order, direction show-cause notices or injunction has been passed by any court or tribunal restricting the right, title and interest of their Owners in the Required Land or restraining it in dealing with the Required Land in any manner. (vil) to obtain and deliver all the original title/ certified true copy from authority, documents pertaining to the Required Land to Service Recipienton the date of execution of the registered sale deed / deed of conveyance’ lease deed. (vii) The Service Provider represents and warrants that there are no commitment and tiabilities for 1. Required Land & crop compensation to the land Owners, 2. Any commitment for jobs or employment to the land Ownersor villagers, 3. Any other pay out related to land (ix) The Service Provider shall at his cost procure, in the name of the Service Recipient or the Company, all theapplicable and relevant Project Approvals for acquisition and use of the Required Land and pay applicable charges for the same. The Service Provider shall procure all the Project Approvals on a timely basis as per specified timelines. (%) The Service Provider undertakes and agrees to handle any law and order situations to ensure continuous work on the Project. (x) The Service Provider agrees and undertakes that it shall assist and ensure that a proper permanent boundary wall is built around the Project Site. (xi) The Service Provider agree and shall ensure that the Required Land is properly demarcated, partitioned and surveyed. (xiii) The Service Provider shall help, assist and support the SERVICE RECIPIENT in clearance and management of ROW for transmission line, (xiv) The Service Provider shall help, assist and support the SERVICE RECIPIENT in title search / due diligence process including providing title diligence documents, obtaining permission for public notice for land purchase, etc. 32 The Service Provider agrees and undertakes as follows: (a) to obtain and maintain in full force and effect and fulfil all conditions of all Applicable Permits in relation to the performance of this Agreement. (b) to deploy proper and adequate resources, skills and efforts to perform its obligations under this Agreement. a/s Bhati Buildeon Proprietor4. Prioate & Strictly Confidential (©) __ if the Service Recipient notifies the Service Provider of any issues or defects in the Required Land, the Service Provider shall rectify all deficiencies informed by Service Recipient.In the event that the issues determined by SERVICE RECIPIENT on the title of any or all of the Required Land are not rectified to the complete satisfaction of the SERVICE RECIPIENT by the Service Provider, the SERVICE RECIPIENT may,at its sole discretion, reject ‘such part of Required Land or reduce the Service Fee agreed hereunder. The Service Provider shall offer the SERVICE RECIPIENT an alternate land parcel and then the procedure under this Clause 3 (to the extent) shall apply ‘mutatis mutandis to such alternate Required Land. TIMELINES AND PENALTIES (a) The Service Provider shall timely complete its obligations under this Agreement in accordance with the specified timelines as time is the essence of this contract (b) If the Service Provider fails to deliver the scope of work within 8 months from the date of issuance of NTP-2 as specified in this Agreement, Service Recipient shall be entitled to recover liquidated damages ("LD") @ INR 1500/acre/week for the undelivered Scope of Work. The maximum LD under this Agreement will be of INR 6000/acre/week. It is hereby clarified that any losses payable under this Agreement is agreed by the Parties to be a fair and genuine pre-estimate of the losses suffered by Service Recipient and is reasonable and will not constitute a penalty. In addition to. LD, Service Recipient shall also be at liberty to terminate the Agreement for the undelivered scope of work if the delay is beyond 4 (four) weeks. (©) If the Service Provider is unable to perform its obligations under this Agreement in a timely manner, then without prejudice to other rights of the Service Recipient, the SERVICE RECIPIENT shall have the option to execute the work at the cost, consequence and responsibility of the Service Provider. The cost incurred by Service Recipient shall be deductible from the Service Fee and any excess cost incurred shall be recoverable from the Service Provider. The Service Provider shall cooperate, coordinate, support and help the new land aggregator so appointed. SERVICE FEE& LEASE PRICE (a) For the complete scope of Services and obligations of the Service Provider as mentioned in this Agreement, theService Recipient shall pay a servicefee of Rs. 42,000/- (Rupees Forty Two Thousand only) per acre of the Required Land as is transferred to the Service Recipient, payable in terms ofSchedule Il hereto (‘Service Fee"), subject to compliance with the provisions of this Agreement by the Service Provider and completion of the milestones, in accordance with the terms set out in Schedule Ill and this Agreement,inclusive of GST and other taxes. It is clarified that TDS shall be deducted from the Service Fee as per Applicable Law. (b) The lease rent shall be less thanINR 25,000 per acre per annum, as annual rent, payable in terms of Schedule II hereto (the "Lease Price’), subject to compliance with the provisions of this Agreement by the Service Provider and completion of the milestones, in accordance with the terms set out in ‘Schedule II.Service Provider shall ensure that the average first year Lease price for the Required Land should not be more than Rs. 25,000/ per acre. The Lease Rent shall be subject to an escalation of 5% (five per cent) at the end of every 3 (three) years period. It is agreed that the lease rent for the first year shall be 5 2 - aay M/S Bhati Buildeon a61 (© (@) (e) o @) (hy @ Private & Strictly Confidential paid on a half yearly basis in advance.From second year onwards, the lease rents shall be paid annually in advance. The Service Fee is also inclusive of the following: () consideration for procurement of the right of ways and all costs and expenses related thereto including any sums payable to the third Parties for such acquisition. (i) cost for undertaking and completing the obligations in terms of this Agreement pertaining to the Required Land; and (ii) All other charges payable to Government Authorities for fulfilment of obligations of the Service Provider under this Agreement pertaining to the Required Land (including Applicable Permits related to land procurement in accordance with Applicable Law), making arrangements for the right of ways, completion of works, whether such charge is in the form of statutory charges, miscellaneous charges, levies or Taxes or otherwise. It is clarified that only Stamp Duty(upto175 acres)& Registration Charges for registration of lease deed/sale deed in the name of Service Recipient and statutory charges for conversion of the Required Land to non-agricultural land shall be bome by the Service Recipient but the Service Provider shall arrange for approvals related to waiver of stamp duty to the extent allowed/applicable under Law. It is clarified that if any of the cost, charges, expenses, compensation, fees or any other outgoings are incurred by Service Recipient except Stamp Duty & Registration Charges for registration of lease deed/sale deed in the name of Service Recipient and statutory charges for conversion of the Required Land to non-agricultural land, the same shall be deducted from the Service Fee. ‘Any Taxes in relation to this Agreement and the transaction contemplated herein shall be borne and paid by the Service Provider. The Service Fee shall be paid to the Service Provider in accordance with and subject to completion of the relevant milestones set out in Schedule Ill and the terms and conditions of this Agreement. Payment milestones are linked to achievement on to complete satisfaction of Service Recipient. All payment under this Agreement shall be made subject to any deductions or withholdings required under Applicable Law and the Service Recipient shall provide to the Service Provider, all documents or certificates required under Applicable Law in connection with such deductions or withholdings. The Service Recipient shall have a right to set-off payments due and payable to the Service Provider against payments due and receivable from the Service Provider. The Service Provider shall issue a proper invoice in the form approved by Service Recipient upon completion of each milestone for the Service Feebecoming due. ‘The consideration shall remain FIXED AND FIRM till the completion of the scope of work as per this Agreement and no escalation shall be allowed on the same for any reason, whatsoever. REPRESENTATIONS, WARRANTIES AND COVENANTS ‘The Service Provider represents and warrants as follows: (a) it is a duly organized, validly existing Person of the type described in the introduction to this Agreement and is in good standing under the laws of the jurisdiction ofits formation; : ee M/S Bhati Buitile ey B leon {ar Preanieton(b) (c) (@) (e) # (9) (h) @ @ (k) 0} (m) Private & Strictly Confidential it and the person executing this Agreement on its behalf has all requisite approvals, power and authority to enter into and to perform its obligations under this Agreement; the execution, delivery and performance of this Agreement have been duly authorized, and do not and will not: (i) violate any Applicable Law, order, or decree applicable to it; or (ji) violate its constitutional documents; in entering into this Agreement, it is acting in its own capacity and not in the capacity as trustee of any trust or as agent on behalf of any entity; this Agreement is a legal and binding obligation of that Party, enforceable against that Party in accordance with its terms, except to the extent enforceability is modified by bankruptcy, reorganization and other similar laws affecting the rights of creditors generally and by general principles of equity; and there is no litigation pending or, to the best of its knowledge, threatened to which that Party is a party that, if adversely determined, would have a material adverse effect on the financial condition, prospects, or business of the Projects or that Party's ability to perform its obligations under this Agreement. The Service Provider hereby declares that there are no legal, quasi legal, administrative, arbitration, mediation, conciliation or other proceedings, claims, actions or governmental investigations of any nature pending or threatened against or with respect to the Required Land and there is no order from any court of law in India or any other authority, restraining the Owners from selling, transferring or otherwise dealing with the Required Land. The Service Provider covenants that the Required Land neither belongs to tribal or schedule cast community nor it falls under the prohibitions of such transactions relating to tribal or schedule cast as per the applicable laws. Further, the Required Land has not been provided nor is being proposed to give submit as a compensatory afforestation in view of allotment of forest land, to the Government authority including forest departments. Further, the Service Provider covenants that the Required Land is not a forest land and does not belong to or owned by any politician, directly or indirectly. The Service Provider hereby represents and declares that the Required Land is not affected by any intended or published scheme of Government and that no notice of requisition/acquisition has so far been served on the Owners by Government or any other Local body or Public body or authority for acquisition, requisition, setback or otherwise of the said Required Land or any part thereof. The Service Provider hereby represents and declares that there is no house or any constructions in the Required Land. The Service Provider hereby agrees and declares that the Required Land is not attracted by the provisions of any land ceilings as prescribed under the law. The Service Provider agrees and acknowledges that SERVICE RECIPIENT shall be willing to purchase the Required Land on the basis of the representations, assurances, warranties, undertaking, covenants and obligations of the Service Provider under and in terms of this Agreement, subject to completion of due diligence of the Required Land to the satisfaction of Service Recipient. The Service Provider hereby agrees and undertakes that the Required Land is free from encumbrances andhas marketable title and shall be acceptable to the banks and/or financial institutions for the purpose of obtaining financial assistance. If any permission for mortgage of the Required Land in favour of Bhati Buildeon yeePriowte & Strictly Confidential (n) (0) () banks/ financial institutions is required, the same shall be obtained and provided by the Service Provider at it costs in favour of Service Recipient. ‘The Service Provider shall obtain and comply with all statutory and prescribed rules and regulations, all licenses, permissions, certificates, registrations to enable it to discharge its obligations under this Agreement, which shall be a condition precedent. The Service Provider shall furnish Service Recipient with copies of all such licenses, certificates etc., as and when demanded by Service Recipient. The Service Provider shall be responsible for compliance and coverage of its employees/personnel engaged in rendering the Services, under all applicable statutes /labour laws. The Service Provider shall alone be responsible for the payment of wages and all other statutory payments / legal dues payable to its employees/personnel deployed for the Services, from time to time and at all times. The Service Provider has represented to Service Recipient that the Owners are the clear and absolute legal owners of the Required Land and have unrestricted, unhindered, unobstructed, vacant, and lawful physical possession under and in terms of registered title deeds which explicitly confer {itle of the Required Land to the Owners thereof. The Service Provider has, further, represented to Service Recipient that the Required Land is free from any sale, gift, lease, loan, mortgage, charge, lien, encumbrances, trust, inheritance or any other interest including easements and rights of way, registered or not, or attachment of any court, statutory authorities or otherwise and no notice of lispendens has been filed or registered and there is no pending or threatened tigation, stay or any legal proceedings with regard to the Required Land or any part thereof in any court of law, tax authority or with municipality or society authorities. The Service Provider further undertakes to indemnify Service Recipient against any such claim laid by anyone at a later date. The Service Provider has represented that it has not instituted, nor has a third party instituted against the Service Provider, any proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights. No petition has been presented for the winding-up or liquidation and, in the case of any such proceeding or petition instituted, no such proceeding or petition for winding up / insolvency / bankruptcy has been admitted by a court / tribunal of competent jurisdiction; INDEMNITY AND LIABILITY The Service Provider shall defend, indemnify and hold harmless the SERVICE RECIPIENT and its respective officers, directors and employees, affiliates (the “indemnified Party’) from and against any and all fines, fees, penalties, demands, charges, judgments, awards, amounts paid in settlement, losses, liabilities, claims, damages, costs and expenses (including reasonable attomeys’ fees) incurred or suffered by the Indemnified Party in any manner due to (a) (b) Co} @) any non-compliance or violation of Applicable Law by it; any failure or default by the Service Provider to duly fulfil obligations under this Agreement including breach of its representations and warranties contained in this Agreement; any misrepresentation or any misleading and misconceived undertaking or assurance given by the Service Provider; the claim of any third person or person(s) claiming any right, title and interest in the Required Land and /or any injury, loss or damage pertaining to subject matter of this Agreement; M/8 Bhatt Buildeon \oePeesner72 73 TA 92 v5 oso ily F198 Fe 8) The Service Provider hereby agrees to indemnify and keep indemnified and hold harmless at all times the Indemnified Parties against any loss, cost, expenses, related interest, penalties, fines or damages suffered or incurrad by it. by reason of its failure to pay Taxes which it is obliged to pay in relation to the execution of its obligations under this Agreement and / or arising out of its failure to pay such Taxes. The Service Provider shall bear all Taxes on account of this Agreement and shall indemnify Service Recipient against any losses, liabilities, costs, claims, actions, proceedings may arise on account of any Taxes / assessment for Taxes / tax deduction at source pertaining to the payments to the Service Provider under this Agreement or other agreements or any arrangement of the Service Provider. Service Recipient shall have the right to set off / deduct any amount recoverable by Service Recipient from the Service Provider from the amount payable under this Agreement. The Service Provider shall further indemnify Service Recipient from any liabilities, claims, proceedings, losses, damages arising out of or in relation to unpaid taxes,bojha, encumbrance, assessments, water charges and sewer charges, together with the interest and penalties thereon, due and payable in respect of theRequired Land for any period prior to the date of registration of title documentssale deed or lease deed (as applicable) of the Required Land in favour of the Service Recipient. SPECIFIC PERFORMANCE The Service Provider acknowledges that the timely performance of the obligations of the Service Provider under this Agreement is of vital importance to the completion of the Project by Service Recipient. The Service Provider acknowledges that a breach of any of the provisions of this Agreement will result in irreparable and immeasurable harm to the SERVICE RECIPIENT for which damages will not be an adequate remedy. The Service Provider further acknowledges and agrees that in addition to any other remedies and damages available to the Service Recipient under Applicable Law, the Service Recipient may immediately seek enforcement of this Agreement by means of specific performance or injunction. All costs and all expenses incurred thereon shall be paid and bome by the Service Provider. TERMINATION Termination by the Service Recipient Without prejudice to other rights of the Service Recipient, the Service Recipient shall have the option to terminate thisAgreement upon ocourrence of the following events: (2) any breach by the Service Provider to perform any of its obligations under this Agreements including not adhering to the specified timelines; and (&) any representation or warranty of the Service Provider not being true and correct; Consequences of Termination by the Service Recipient (@) If the Service Recipient elects to terminate this Agreement, it shall not be liable to pay, reimburse or incur any cost or acquire any land (irrespective of the fact that during the validity of the Agreement, the Service Provider has got confirmation / consulted / informed to the Service Recipient about incurring this cost or agreement) and it shall, without prejudice to its rights under this Agreement, at its option, require the Service Provider to: M/S Bhati Buildeon10. 101 10.2 Private & Strictly Confidential () reimburse Service Recipient, all amounts received by the Service Provider and all amounts otherwise incurred by Service Recipient in connection with this Agreement with liquidated damages at the rate of 18% per annum from the date of payment by Service Recipient to date of receipt by Service Recipient, which liquidated damages has been agreed between the parties hereto to be a genuine pre-estimate of the loss likely to be incurred by the Service Recipient as a consequence of termination of this Agreement due to reasons stated in Clause 9.1 of this Agreement and the same is not by way of penalty; (i) be liable for all expenses, cost, liquidated damages and any other monetary and financial impact, (excluding any indirect losses); (ii) transfer of all rights, title, interest and benefits to the Required Land procured till the date of termination of this Agreement in the name of the SERVICE RECIPIENT, free and clear of all Encumbrances and refund the applicable balance Service Fee (b) Notwithstanding anything contained hereinabove the rights specified above in this Clause shall be in addition to and not in substitution for, any other remedies, that may be available to the SERVICE RECIPIENT and any termination of this Agreement or the exercise of the rights set out above in this Clause, shall not relieve the Service Provider of its liability for breach of this Agreement and this clause shall survive the termination of this Agreement, EFFECT OF THIS AGREEMENT Express authorization from the Service Provider (representing the Owners who have granted their respective authorizations to the Service Provider), is hereby given to Service Recipient or its representatives to be physically present on the RequiredLand for such period as may be communicated by Service Recipient in order to conduct various studies, analysis, soil testing, preliminary level studies, topographical study in theRequiredLand etc. without any obligation towards the Service Provider or the Owners. The Service Provider shall assist Service Recipient in the abovesaid process and provide free access to Service Recipient and its representatives to the RequiredLand and all other required assistance to Service Recipient and its tepresentative in respect of the same. Service Recipient's inspection of the RequiredLand, pursuant to this paragraph, shall not be deemed a waiver of any of the representations and warranties made by Service Provider hereunder. It is agreed and understood by the Service Provider that this Agreement will not be binding on Service Recipient and Service Recipient if, in its sole opinion, is not fully and completely satisfied with the results and the outcome of the study/analysis/search and verification, including Service Recipient having all the necessary and valid statutory and corporate clearances for entering into the transaction proposed in this Agreement in respect of the RequiredLand or any part thereof, then this Agreement shall not legally bind Service Recipient to proceed with any transaction or to enter into any further agreement, sale deeds, and this Agreement shall stand terminated at the option of Service Recipient and under no circumstances will the Service Recipient be liable to Service Provider under this Agreement, whether material or minor, of contract or any other liability under national or international law or any other applicable law for time being in force, except as expressly provided herein, M/8 Bhati BuildeonPrivate & Strilly Confidential 103 10.4 105 106 1. 12. 124 The Service Provider hereby agrees and undertakes that it shall (and shall cause the Owners to be bound by this Agreement and they (the Service Provider or the Owners) shall not be at liberty to enter into any separate agreements or arrangements or negotiations in respect of the RequiredLand or any part thereof with any third party, during the term of this Agreement including any period which is necessary to conclude all activities / obligations under this Agreement. Service Recipientshall be entitled to terminate this Agreement at its sole discretion, if in the opinion ofService Recipient, the Service Provider does not render satisfactory services in relation to any of itsobligations. In such an event, the Service Provider shall not be entitled to any payment of fees, the Service Recipient shall be entitled to exercise any of the rights available to it against the Service Provider as stated, inter alia, in clause 7 and clause 9.2 of this Agreement. The Service Provider will keep Service Recipient informed of any fact, matter or circumstance that has asignificant bearing on the RequiredLand. Without limiting the preceding requirement, the Service Providershall promptly, and in no event more than 7 (seven) days after the Service Provider become awareof any of the following situations relating to the RequiredLand, provide written notice to Service Recipient of thecircumstances, and also provide to Service Recipient copies of pertinent documents, and any otherinformation that Service Recipient may require: (2) any claims, lawsuits, or other legal proceedings, asserted or brought by governmental agency, or third party(s); and (b) __ any governmental inspection, notice, claims, reports, wamings or citations. The Service Provider hereby unconditionally and irrevocably agree and acknowledge that Service Recipient or officers or representatives of Service Recipient shall be entitled to conduct due diligence on the Service Provider and to discuss all affairs, The Service Provider undertakes to provide all such documents, information as may be requested from time to time in this regard and extend full cooperation and assistance in relation to such due diligence. GOVERNING LAW AND JURISDICTION This Agreement shall in all respects be governed by and construed in accordance with the laws of India and be subject to the exclusive jurisdiction of courts at Gurugram, Haryanain relation to all matters and disputes arising out or in connection with this Agreement Pending final resolution of any dispute, the Parties shall continue to perform their respective obligations hereunder in the interest of the Project, without prejudice to the final determination in accordance with the provisions under this Clause. GENERAL PROVISIONS Confidential Information (@) This Agreement and all information exchanged between the Parties during the negotiations preceding this Agreement is confidential to them and may not be disclosed to any Person. Except with the prior written consent of the other Parties, each Party shall hold in strictest confidence, shall not use or disclose to any third party, and shall take all necessary precautions to secure any Confidential Information of all other Parties. Disclosure of such information shall be restricted solely to employees, agents, consultants and representatives ("Representatives") on a need-to-know basis, subject to such Representatives having been advised of their obligation with respect to Confidential Information and such Representatives having agreed to such obligation. Bhati Buildeon nents ASE122 123 (b) (c) Private & Strictly Confidential The term “Confidential Information” shall mean all non-public information that this Agreement or a Party designates as being confidential, or which, under the circumstances of disclosure ought to be treated as confidential. “Confidential Information” includes, without limitation, the existence of and the terms of this Agreement, information relating to the financial and accounting books and records of any Party. If a Party has any questions as to what comprises such Confidential Information, that Party shall consult with the other Party. "Confidential Information” shall not include information that was known to a Party prior to the other Party's disclosure or information that becomes publicly available through no fault of the Party. The obligations of confidentiality do not extend to information which: () is disclosed with the consent of the Party who supplied the information; or (ii) is lawfully in the possession of the recipient of the information through sources other than the Party who supplied the information; or (ii) is required by law, regulation, governmental or judicial order to be disclosed; or (iv) is generally and publicly available, other than as a result of breach of confidence by the Party receiving the information To the extent any Party is under an obligation to disclose information to any Governmental Instrumentality, it shall promptly inform the other Parties of such obligation (prior to making the disclosure, if possible and practicable) and shall afford the other Parties the opportunity to take protective measures, if need be, to safeguard their own legitimate interests. Notices (a) (b) ©) Notwithstanding anything to contrary provided in this Agreement, the Parties agree that all notices required to be provided under this Agreement shall be valid and deemed to have been duly received only when such notices are provided in accordance with the terms of this Clause. It is clarified that general communication regarding the implementation of this Agreement can be done through e-mail Alll notices required to be given pursuant to the provisions of this Agreement shall be in writing and delivered by either of the following modes: (a) hand delivery or (b) registered post, to the following addresses and shall be deemed to have been received on: (a) in respect of hand delivery, when delivered, (b) in respect of registered post, on expiry of 3 (three) days thereafter: If to the Service Provider Attn of: Meee Address: _as specified in the details of the Parties Email Address... If to the SERVICE RECIPIENT Attn of Mr Devendra Singh ‘Address: _as specified in the details of the parties Email Address:devendra.singh@junipergreenenergy.com Each Party may modify the notice address details set out above, by notice of at least 5 (five) days. Language The language of this Agreement and related documents shall be English and this ‘Agreement and related documents shall be construed, interpreted and administered M/S Bhati Buiideon SeProrretor Ss OprietyPrivate & Strictly Confident 124 125 126 127 and all correspondence between the patties relating to this Agreement shall be in English Further Assurances Each Party shall procure all acts, matters, and things and the execution or signature of all other and further deeds and documents to give full effect to the provisions of this Agreement. Assignment (@) The parties agree that they shall notassign their rights under this Agreement without the prior written consent of the other party, except when such assignment is by assignment / mortgage / charge /power of attomey byService Recipient of its rights, interests , obligations or liabilities under this Agreement as well as bank guarantees pursuant to the Agreement in favour of its lenders including banks and/or financing institutions or other financing parties or their agents or trustees for the project and/or for the purposes of obtaining financing for its project. (b) The Service Provider, at the request of the Service Recipient shall provide all necessary co-operation and assistance to the Service Recipient for obtaining non-recourse project finance according to international standards and Indian laws/financing practices, including but not limited to the acknowledgment of the assignment of rights in each project contract in favor of the Service Recipient's lenders and exercise of their rights consequent thereof, co- operation with the Service Recipient's lenders and the execution of direct agreements / tripartite agreements providing, inter alia, for cure period for curing the Service Recipient's defaults hereunder and step-in rights to such lenders, as security for such project financing. Such documents shall, at the minimum, contain provisions that are customary for similar project financings. (©) Any change to this Agreement, suggested by the lenders to the Agreement must be implemented between the Service Provider and the Service Recipient in good faith, In case of any changes and/or modifications suggested by the lenders, the Service Provider must cooperate and assist the Service Recipient to carry out the reasonable modifications to this Agreement that the lenders may require. Non-Waiver Neither Party shall be deemed to have waived any right under this Agreement unless such Party shall have delivered to the other Party a written waiver signed by such waiving Party. No failure or successive failure by either Party to enforce any covenant or agreement, and no waiver or successive waivers by either Party of any condition of this Agreement, shall operate as a discharge of such covenant, agreement or condition, or render the same invalid, or impair such Party's right to enforce the same. Entire Agreement This Agreement constitutes the entire agreement and contains all of the understandings and agreements of whatsoever kind and nature existing between the Parties in respect of the contents of this Agreement, and supersedes, all prior written or oral agreements, commitments, representations, communications and understandings between the Parties. m/s Bhati Buildeon128 129 12.10 12.11 12.12 Private & Strictly Confidential Expenses Each Party shall bear its respective fees, costs and expenses incurred in connection with the preparation and negotiation of this Agreement. Any stamp duty payable on this Agreement shall be borne by the Service Provider. Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which constitute but one agreement. Service Recipient shall, at the cost and risk of Service Provider, at all times have the step-in rights (directly or through a new contractor) to undertake and discharge the obligations of Service Provider set out herein in, in reasonable opinion of Service Recipient, Service Provider is unable to discharge such obligation in accordance with specifications and timelines set out herein and/or the Agreements, applicable law and prudent market practice. Upon exercise of such step- in right no further payments to Service Provider shall be required for the scope of work covered under contracts taken up by Service Recipient. No Agency No provision of the Agreement shall be deemed to constitute a partnership or joint venture between the Parties. The Parties agree and acknowledge that they are independent of each other and shall not at any time be deemed to be agents, representatives, personne! or servants of the other Party during the performance of their obligations under this Agreement, The Parties shall not have any actual, potential or other contro! over, the methods and means by which the other Party or the other Party's Personnel conduct their independent business operations. For the subject Project Site, the Service Provider shall work exclusively for the Service Recipient and shall not work for any other person for the concerned sub- station, However, the Service Recipient can appoint any other land aggregator to meet the targeted land required for the Project at his own cost and subject to Service Provider being solely liable for meeting all the obligations under this Agreement. No provision of the Agreement shall constitute a Party as the legal representative or agent of the other, nor shall a Party have the right or authority to assume, create or incur any liability or any obligation of any kind, express or implied, against, or in the name of, of on behalf of the other. The Service Provider shall not arrange or buy or deal with any land parcel (pockets) within the vicinity of the Project Site Lay-out except for purposes of this Agreement. ‘Survival Upon termination of the term of this Agreement, rights and obligations of the Parties’ that have accrued on the date of termination shall survive and remain in effect following the termination of this Agreement. IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement as of the day and year first before written. ‘SIGNED AND DELIVERED for \d on behalf of Service Provider-1 | Service Provider-2 ___| Service Recipient I Bhati BuildeonPrioate & Strictly Confidential Name: Mr. Name: Mr. Name: Mr. Title: Authorised Signatory | Title: Authorised Signatory Title: Authorised Signatory Witnesses: 1 2 + py/s Bhati Buildeon \Ay 2 sorPrivate & Strictly Confidential art SCHEDULE | Required Land PROJECT SITE LAYOUT Land Details Village-....Tehsil-....., District ~ Bikaner Sale/ srno villago SYM class | OwnerName | Caste | MRI" eace t M/S Bhati BuildeonPrivate & Strictly Confidential Bs Bhatt Buildeon Proprietor — Ae diniery Proprietor 24Prioate & Strictly Confidential SCHEDULE II PAYMENT SCHEDULE OF SERVICE FEE OF REQUIRED LAND The Service Recipient shall make the payment for the Required Land area of 1500 acres as under: 4. Lease Rent: a) Lease Rent for first six months of Rs 12,500 per acre: It is mutual agreed between the Parties that thisLease Rent for the first six months of the Lease, payable at the time of registration of lease deed, shall be paid on a half yearly basis in advance by the Service Recipient directly to the land owners. The lease rent for the first 6 months shall be paid at the time of registration of lease and last 6 months of the first year at the start of such period. b) Lease rent from 2nd year: Lease Rent shall be paid by the Service Recipient directly to the landowners annually in advance, 2 Service Fee ‘SI. | Milestone |AmountiAcre | Total Remarks No. (INR) ‘Amount | (INR) PHASE-I - "4 | Completion of registration | 11,000 19,25,000 Payment shall be released of lease deeds for Phase- | upon receipt of invoice and 1 land parcels of 175 acknowledgement of Service acres and handover of | Recipient of completion of all vacant and peaceful the milestone. | physical possession of . ’ Itis agreed that INR 3,000 per Specified part of Required | acre out of the INR 11,000 Land as well as handover | shall be withheld and paid of original title documents | |_| for previous overs in either on relation thereof to Service 41) Issuance of Notice of | Recipient, with complete Proceed-2 | survey, partition and | demarcation | 2) Incase of shortclosing, on cancellation of the said lease | deeds, if the Service Recipientdecides to cancel | the lease deeds. Phase-ll 2 |) Completion of 20,000 4,00,00,000 | Payment shall be released registration of lease deeds | (less: INR__| upon receipt of invoice and for Phase-2 land parcels 19,25,000 acknowledgement of Service of 375 acres and | paid earlier for | Recipient of completion of this handover of vacant and M/S Bhati Buildeon aT ProprietorPrivate & Strictly Confidential peaceful physical = tsé | 175 acres) —_| milestone Possession of specified | part of Required Land as | well as handover of original title documents for previous owners in relation thereof to Service _ | | Recipient, with complete survey, partition and | demarcation (i) Completion of mutation and NA conversion/entry of firstbatch of 500 acres | land (175 acres under Phase- and 375 acres under Phase-tI) in the name of Service Recipient | (ii) Completion of Govt Survey, physical demarcation and peaceful | possession of first batch of 500 acres land (175 acres under Phase-! and 375 acres under Phase-I!) () Completion of 120,000 7,00,00,000 | Payment shall be released | registration of lease deeds upon receipt of invoice and for secondbatch of 500 acknowledgement of Service acresof land (under Phase Recipient of completion of this -il) and handover of milestone vacant and peaceful physical possession of specified part of Required Land as well as handover of original title documents for previous owners in relation thereof to Service Recipient, with complete ‘survey, partition and | demarcation (ii) Completion of mutation and NA conversion/entry of second batch of 500 actes of land (under Phase-II) in the name of Service Recipient (iii) Completion of Govt. M/S Bhati Buiideor /] 7 roprielor ORF y Sherer roprieto,‘Survey, physical demarcation and peaceful possession of second |_| batch of 500 acres of land (under Phase-t!) registration of lease deeds for thirdbatch of 500 acres of land (under Phase -Il) and handover of vacant and peaceful physical possession of specified part of Required Land as well as handover of original title documents for previous owners in relation thereof to Service Recipient, with complete survey, partition and demarcation (ii) Completion of mutation and NA conversion/entry of third batch of 500 acres of land (under Phase-I!) in the name of Service Recipient (ii) Completion of Govt ‘Survey, physical demarcation and peaceful possession of third batch of 500 acres of land (under Phase-II) Bush cleaning (small an heavy) and clearance of site from all obstructions and receipt of all Project approvals required for construction of the projectof entire 1500 acres land Upon completion of boundary wall of entire 1500 acres land | @ Completion of 20,0 7,500 Prioate & Strictly Confidential upon receipt of invoice and acknowledgement of Service Recipient of completion of this | | milestone | Payment shall be released upon receipt of invoice and acknowledgement of Service Recipient of completion of this milestone 1,12,50,000 | upon receipt of invoice and | acknowledgement of Service Recipient of completion of this milestone M/S Bhati BuildeonPrat 6 Strictly Confidential Retention Money _ ] 7,000 1,05,00,000 ] Payment towards Retention Money will be released upon completion of 1 year from completion of boundary wall | of entire 1500 acres land against submission of invoice. 6,30,00,000 Inclusive of GST and other Taxes Total 3. ShortClosing Payment: Incase the agreement is shortclosed on account of non- receipt of Stage-I| Connectivity or non-issuance of theNotice to Proceed- 2 within the Blocking Period, the Service Provider shall only be eligible for the following payments: * Service Fee equivalent to Rs. 11,000 per acre (including GST) for the 175 acres leased under Phase-! as per the payment terms mentioned above for Service Fee ‘* Reimbursement of Stamp Duty and Registration Charges. However, it is agreed that if the Parties agree to change the project site to another site location , the Short Closing Payment made to the Service Provider shall be adjusted in the Service Fee payable for the new project site location. *Note — It is agreed between the Parties that for all the accounting purposes, the invoices under this Agreement shall be raised by the Service Provider-1 and the payments shall also be released to Service Provdier-1. Ji/S Bhatt Buildeon deen 28Private & Strictly Confidential SCHEDULE Ill TIMELINES FOR VARIOUS MILESTONES FROM DATE OF NOTICE TO PROCEED ‘Sr. [Milestones to be achieved with respect to Required | Timeline with respect to the No. Land ‘specified milestone to be achieved from date of Notice To Proceed A. For Phase-1 land of 175 acres: 41) (Acquisition of clear and marketable title in the| 15 days from Notice to Proceed- “name of Service Recipient or the Company (at the 1 by Service Recipient option of Service Recipient), after completion of the detailed land due diligence and actual measurement by Service Recipient, through tegistered lease deed at price agreed by the Service Provider with the land owner and handover of vacant and peaceful physical possession of Phase-1 land of 175 acres of the Required Land as well as handover of original tite documents for| previous owners in relation thereof to Service Recipient, with complete survey, fencing, partition and demarcation, 2) NA use filing with collector and mamlatdar, with] 30 days from Notice to Proceed) payment of NA charges, application for mutation, ~2 by Service Recipient |__ application for sanad (175 acres land! 7 - 3) (Receipt of mutation entry & revenue record 45-60 days from Notice to updation including in village forms 7/12, 8 A & 6. (if Proceed ~ 2 by Service applicable, or any other documents as per state law Recipient |__ |for 175 acres land) B. |For Phase-2 land of balance 1325 acres: 4) [exemption from payment of stamp duty under the 10 days from Notice to Proceed- Rajasthan Investment Promotion Scheme - 2019 2 by Service Recipient 2) Acquisition of clear and marketable title in the 3 months from Notice to name of Service Recipient or the Company (at the | Proceed-2 by Service Recipient ‘option of Service Recipient), after completion of the idetailed land due diligence and —_actual_ Imeasurement by Service Recipient, through registered lease deed at price agreed by the ‘Service Provider with the land owner and handover | ‘of vacant and peaceful physical possession of| Phase-2 land of 1325 acres of the Required Land as well as handover of original title documents for | previous owners in relation thereof to Service Recipient, with complete survey, fencing, partition and demarcation, _ 3) [NA use filing with collector and mamlatdar, with) 4 from Notice to Proceed ~ 2 by payment of NA charges, application for mutation, Service Recipient application for sanad (1325 acres land) — 4) |Receipt of mutation entry & revenue record '5 months from Notice to Uupdation including in village forms 7/12, 8 A & 6. Proceed - 2 by Service (fapplicable, or any other documents as per state Recipient "3 Bhatt Builds leon Myre SomerPrivate & Strictly Confident Required Land, _ a Receipt of NA Order and payment of conversion ‘charges, conversion tax ‘Sr. | Milestones to be achieved with respect fo Required| Timeline with respect to the No. Land ‘specified milestone to be achieved from date of Notice To law for 1325 acres land) oo C.__ Common for Required Land of 1500 acres: 4. Receipt of required Project Approvals required to 2-3 Months from Notice to| ‘commence construction of the Project on the Proceed by Service Recipient Required Land 2. | Completion of whole boundary wall for the As per project Schedule Three months after Lease Deed Receipt of mutation post NA (One month from NA. 5. ‘Completion of jantri valuation of Required and Receipt of collector and all other necessary approval for mortgage receipt of mutation post mortgage 7 days from mutation 15 days from mutation ‘Access for Road crossing, if necessary, as per site condition, ROW clearance, cable laying, support, issues for crossing the cables from state highways, public roads, clearance and management of ROW | for transmission line, as per the requirement of SERVICE RECIPIENT. As per project schedule. Receipt of all other Project Approvals with reference to Required Land 30 ‘As per mutual agreement |Private & Strictly Confidential» Schedule IV Indicative List of documents to be provided for the Due diligence of the Private Land The Service Provider shall provide following documents for each parcel of the Required Land for completing the Due Diligence offered under the Project: Sr. no. Particulars (4. Exact details of land / property with boundary details-Below mentioned documents will give the details. | | Title documents and revenue records for at least thirly (30) years as the case may | be for the Required Land, including details of governmental allotments. The | documents for pathways shall be 1) Tippan Book, 2) EC, In case, revenue records are not reflecting the name of the present land owner in such event, 3) Death Certificate/Affidavit from family member regarding death if death certificate is not available, 4) Family Tree | I 3. | Cerlified Copies of Village Form ViI- Xil/Property Card of the Required Land / property including Village Forms 7/12, 8 A & 6 for last 30 years. in this regard, mutation register 7/12 extract showing transfer of ownership amongst various ‘owners of the Required Land to the extent available for a minimum of preceding 30 years location and last mutation for pathway. | 4. | Registered agreements pertaining to the Required Land, including, but not limited to registered agreement for sale andi or lease and the copies of documents of | purchase / title viz. Sale Deed, details of mortgages and redemption thereof, Release Deed, Partition Deed, Will, etc. for last 30 years | 5. Last Will and Testament and Codicils, if any, executed by any person having any | right, title or interest in the Required Land; |Family tree of the current land Owner. Family tree for previous land Owners, if available. Copy of latest land revenue paid / no dues receipt before execution of sale deed in favour of customer along with receipts bearing out payments of taxes with | | respect to the Required Land. Certified Copies of orders passed, if any, in case of pending / previous litigations | | with respect to property under consideration or settled/decreed in respect of the Required Land (if reflected in LDD documents and/or revealed during independent verification), collector's permission/approval/consent letter, if any, for conversion of landholding from new tenure to old tenure. Conversion Certificate issued by the appropriate authority, bearing out conversion | of the Required Land to industrial purposes under G5SA/65B whichever is applicable, if any. | WE BMaN Buildein A ecePrrarietenPrivate 6 Strictly Confdentiah revenue documents/EC Certificate of non-encumbrance or Information if Property is mortgage to Financial snetitution / Banks and NOC in that behalf which are reflected in weacrve me NOCs from the respective Village Panchayat (Gram Panchayat Resolution) as part of NA Application . | Link should be established with "Revenue -Records" to Prove vendor's title | Title Report of the property as issued by Advocate. ssa Form no. 6 along with DILR measurement sheat and certificate regarding | mapnivadhara, if there is a change in land area before and after Promulgation Certified copy of village map/survey map / taluka map / sitja / shijraTippan book, FMB and Mapani sheet by the applicable revenue/survey authorities. An endorsement from the relevant competent authority that there are no acquisition Proceedings if available and information about any land acquisition proceedings, . | NOC / Consent for issuance of public notice by the SERVICE RECIPIENT and Copies of legal notices / Public notice issued in respect of the Required Land, if any. Death Certificates, if any, pertaining to persons who have had any right, tile or interest in the Property, if available. or, in the absence of death certificate, through @ family tree certificate from the local authorities, . | Registered Power of attorney if any, pertaining to the Required Land. All applicable notifications issued by any authority, pertaining fo the Required Land: | Any other documents / records concerning the property for last 30 years, that may be reasonably required for LDD, shall be provided subject to availabilty 32