•••

ARTICLES OF AGREEMENT made at Pune this ____ day of _____ in the

Christian Year ............................................................................BETWEEN ....................................

......................................................................................................................................................................................

a partnership firm duly registered under the provisions of theIndian Partnership Act, 1932 having its

Registered Office at S.no ..................................................................... by the hands of all its Partners,

_____________________________________________________________________________________________________________________

..................................................................................................................................................................

................................................................................................................................................................

.................................................................................................................................................................

,

hereinafter referred to as "the Party of the First Part" (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include the partners for the time being of the said firm, the survivors or survivor of them and the heirs, executors and administrators of such last survivor) of the First Part AND _________________________ a partnership firm duly registered under the provisions of the Indian Partnership Act, 1932 having its Registered Office at S.no._________________________________________________ by the hand of all itsPartners

...................................................................................................................................................., hereinafter referred to as "the Party of the Second Part" (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include the partners for the time being of the said firm, the survivors or survivor of them and the heirs, executors and administrators of such last survivor) of the Second Part AND ............................................................................a company incorporated under the provisions of the Companies Act, 1956 having its Registered Office at ..................., .......................................... by the hand of one of its Directors, .......................... hereinafter referred to as "the Party of the Third Part" (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include the said Company, its successors-in-interest and assigns) of the Third Part;

WHEREAS the Party of the First Part is the holder of rights of development of lands admeasuring ___________ soffits. in the aggregate out of Survey Nos.________ and ______situate, lying and being at Village ________________ within the Registration

Sub-District of _______________ District Pune and within the limits of the Gram Panchayat____________and falling in the "Residential" Zone under the Regional Plan for the Pune Metropolitan Region currently in force; details of all the said lands the rights of development whereof are held by the Party of the First Part as also the details of the Agreements/Powers of Attorney whereby the Party of the First Part acquired the rights of development thereof are set out in Annexure 'A" hereto annexed;

AND WHEREAS the Party of the First Part herein is the holder of rights of development of lands admeasuring __________ in the aggregate out of Survey Nos._____and ______ situate, lying and being at Village __________ within the Registration

Sub-District of Taluka __________District Pune and within the limits of the Gram Panchayat __________ and falling In the "Residential" Zone under the Regional Plan for the Pune Metropolitan Region currently in force; details of all the said lands the rights of development whereof are held by the Party of the First Part as also the details of the Agreements/Powers of Attorney whereby the Party of the First Part acquired the rights of development thereof are set out in Annexure "B" hereto annexed;

AND WHEREAS the Party of the Second Part herein Is the holder of rights of development of lands admeasuring __________ sq.mtrs in the aggregate out of Survey Nos.______ and _____ situate, lying and being at Village _______ within the Registration Sub-District of Taluka _________ District Pune and within the limits of the Gram Panchayat ___________ and falling in the "Residential" Zone under the Regional Plan for the Pune Metropolitan Region currently in force; details of all the said lands the rights of development whereof are held by the Party of the Second Part as also the details of the Agreements/Powers of Attorney whereby the Party of the Second Part acquired the rights of development thereof are set out in Annexure "C" hereto annexed;

AND WHEREAS the said lands described in Annexures "A" and "C" admeasuring in the aggregate ___________sq.mtrs are more particularly described in the Schedule hereunder written and hereinafter referred to,

where the context so permits, as the said lands;

AND WHEREAS the Parties of the First and Second Parts are desirous of developing the said lands by construction of multi-storied Buildings containing Flats / Units/ Commercial Premises thereof and by sale of such Flats/Units/Commercial Premises to prospective purchasers thereof;

AND WHEREAS due to other pre-occupations, the Parties of the First and Second Parts have not been able to proceed with the development of the said lands;

AND WHEREAS, In the circumstances, the Parties of the First and Second Parts were desirous of implementing the project of carrying out the development, of and construction on the said lands and sale of the Flats/Units/ Commercial Premises

constructed thereon with any other person or party having the necessary financial capacity and expertise in the development and construction of immovable properties and sale of units therein;

AND WHEREAS pursuant to discussions by and between the parties hereto it has been agreed by and between them that they shall implement the said project on the said lands;

AND WHEREAS the parties hereto are entering into these presents with a view to reduce in writing and record the terms and conditions of sudi agreement arrived at by and between themselves.

NOW THESE PRESENTS WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:-

The parties hereto agree to work on a principal-to-principal basis and divide the work in respect of development of the said lands more particularly described in the Schedule hereunder written by construction of Buildings containing Flats/Units/ Commercial Premises or other structures thereon and by sale/alienation of such Plats/Units/ Commercial Premises/ Structures to prospective purchasers thereof on "Ownership" basis under the provisions of the Maharashtra Ownership Fiats Act, 1963 or otherwise howsoever to exploit the commercial potentiality of the said lands.

The said Housing Projects to be constructed on the said lands shall have the prefix "_____________________________________".

It is hereby clarified and declared that the parties hereto are dealing with each other on a "Principal to Principal" basis and that they are not Agents of each other in any matter pertaining to the development of the said lands and implementation of the said Project thereon.

The Roles/Responsibilities/Obligations of the parties hereto pertaining to development of the said lands and the Project to be implemented thereon shall be as under:

(A) ROLE/RESPONSIBILITY OF THE Time period inPARTIES OF THE FIRST ANDwhich such

SECOND PARTS Obligation isto be performed.

To perfect the title of the respective Owners of the said lands and their own beneficial title thereto and to ensure that the same is free from all encumbrances, charges, mortgages, claims or doubts and the Parties of First and Second Parts shall get in all outstanding estates, if any, in respect thereof at their own cost — within a period of 30 (Thirty) Days from the date of execution hereof.

Tohave the said Lands demarcated and admeasured..........................by theCity

Survey Office, _________________ or Taluto Inspector of Lands Records, _____________, Pune and to procure "Demarcation Certificates" in respect thereof - within 30 (Thirty) Days from the date hereof.

Tohave the status of the said lands determined by the Deputy

Collector and Competent Authority, Pune Urban Agglomeration, Pune under the provisions of the Urban Land (Ceiling & Regulation) Act, 1976 and to ensure that no part thereof is held to be 'surplus" in the hands of the respective Owners thereof -Within a period of 60 (Sixty) days from the date of execution hereof.

To procure the maximum F.A.R. by way of purchase of 'Transfer of Development Rights' for carrying out construction on the said lands — at the relevant time as may be mutually agreed by the parties hereto.

To enable the Party of the Third Part to procure sanction of the Building Layouts and Building Plans in respect of the construction to be carried out on the said lands, the Parties of First and Second Parts shall procure lawful access over a Twelve Meter wide portion out Of the land bearing Survey No.___________________ which land lies between the _________________ Meter wide _____________to __________________Road upto the said lands and such lawful access to any of the lands which form the subject matter of these presents as a means of access to the same.

(i) To discharge all their outstanding obligations towards the Owners

of the said lands.

(ii) To discharge all responsibilities and liabilities as "Promoters" under

the provisions of the Maharashtra Ownership Rats Act, 1963 vis-a-vis the purchasers/allottees of Flats/Units/Commercial Premises in the Project so far as the same pertains to the responsibility and liability of the Promoter to ensure that a free, clear and marketable title to the lands are conveyed to the Ultimate Body formed of the purchasers/allottees of the Flats/Units/ Commercial Premises constructed on the said lands.

All the above obligations shall be performed by the Parties of First and Second Parts at their own cost and within the time limits stipulated for performance of the same hereinabove.

(B) ROLE/RESPONSIBILITY OF THE PARTY OF THE THIRD PART:

To take all decisions pertaining to the entire Project to be implemented on the said lands including decisions pertaining to, appointment of Architects, RCC Consultants and other Consultants for the said Project.

ii) To devise and implement marketing and professional strategies and

policies for the marketing of the Project.

iii) To provide all funds required for carrying out development of and

construction on the said lands and for meeting all other incidental costs of the Project, except such costs which are to be borne and paid by the Parties of First and Second Parts herein.

iv) To prepare plan/s of the building/s to be constructed on the said land for

submitting the same to Office of Collector, Pune —within One month from the date of execution hereof.

v) To bear and pay the Development Charges, Scrutiny Fees and other

Charges and deposits payable to the Office of the Collector of Pune for procuring sanction to the Building Layout/5 Building Plans in respect of the said lands.

vi) To carry out the actual work of development/construction and to ensure

that the same is completed within a period of 36 (Thirty Six) Months from the date sanction of the Office of the Collector of Pune for the Building plans in respect of the construction to be carried out on the said Lands, provided further that the Party of the Third Part shall be entitled to a reasonable extension in the said time limit prescribed for completion of the said Project if any such delay shall have been occasioned by force majeure causes or on account of any defect in the title of the holders of the said lands or any outstanding encumbrance being found In exist.

vii) To discharge all responsibilities and liabilities as "Promoters" under the

provisions of the Maharashtra Ownership Flats Act, 1963 vis-à-vis the

purchasers/allottees of Flats/Units/ Commercial Premises in the Project save and except the said responsibility and liability undertaken by the Party of the One Part pertaining to title of the said lands as stated above.

All the above obligations shall be performed by the Party of the Third Part from out of its own funds/share of the "Gross Sales Proceeds" of the said Protect within the times stipulated above.

(C) JOINT RESPONSIBILITIES OF ALL THE PARTIES

HERETO:-

(a) To procure permission for conversion of the user of the said

land to "Residential" from the Office of the Collector, District Pune under the provisions of Section 44 of the Land Revenue Code, 1966 provided however that the Parties of the First and Second Parts shall bear and pay the "N.A." conversion Charges and bear all expenses in respect thereof.

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(b) To procure sanction of the Office of the Collector of Pune for

the Building Layouts and Building Plans in respect of the construction to be carried out on the said land.

5) The "Gross Sales Proceeds" of the Project to be implemented on the said lands shall be apportioned between the Party of the First Part, the Party of the Second Part and the Party of the Third Part in the proportion.......................................................respectively, and the sharing ratio of the parties will remain same for construction carried on the Annexure B-land as well as any additional construction carried out on the said lands by way of utilizing "Transfer of Development Rights'. The term "Gross Sales Proceeds" shall mean and include the actual amounts received from the sale of the said Flats/Units/ Commercial Premises in the said Project and amounts received by the parties hereto from the grant of exclusive right of user of parking spaces, open spaces or terraces in the said Project in favour of the prospective purchasers of Flats/Units/Commercial Premises therein. However, the term "Gross Sales Proceeds" shall not include amounts received by the Party of the Third Part towards Club Membership charges, M.S.E.B. Deposits & Charges, the amounts received from the prospective purchasers or alienees of such Units as their contribution towards Service Tax or other Indirect Taxes to be recovered by the parties hereto and paid to

the Government, Common Area Maintenance Deposits and charges, Legal Charges and other amounts save and except on account of its liability to refund the amounts advanced by the Party of the Third Part to it as stated in the next succeeding Clause, the Parties of the First and Second Parts shall be entitled to receive without any deductions their respective shares of the Gross Sales Proceeds of the said Project. It is further clarified that the Parties of the First and Second Parts shall not be liable to bear any part of the loss, if any, suffered in respect of the said Project.

6) It is agreed by and between the parties hereto that the Party of the Third Part shall deposit sums of Rs._________________________________________________and Rs._________________________________________________________ in the aggregate with the Parties of the First and Second Parts. The said sum of Rs.____________________/- shall be deposited by the Party of the Third Part with the Party of the First Part in manner following, that is to say:

a) ................................................................................deposited by the Party of the

Third Part with the Party of the First Part on execution of these presents vide Cheque No._____________ dated _____________________ drawn on the ________________________, Pune — the payment and receipt whereof the Party of the First Part hereby admits and acknowledges.

b) Rs................................................................................ to be deposited by

the Party of the Third Part with the Party of the First Part on or before.....................................................

C) Rs.............................................................................. shall be deposited by

the Party of the Third Part with the Party of the First Part on or before........................................................................................................................................

The said sum of Rs................................................... shall be deposited by the Party of the Third Part with the Party of the Second Part in manner following, that is to say:-

(a) Rs........................................................................ deposited by the

Party of the Third Part before execution of these presents vide Cheque No.________ dated ________ drawn on the ___________________ Pune — the payment and receipt whereof the Party of the Second Part hereby admits and acknowledges.

(b) .................................................................................. deposited by the Party of

the Third Part with the Party of the Second Part on execution of these presents vide Cheque No.............dated............... drawn....................................................................................., Pune -the payment and receipt whereof the Party of the Second Part hereby admits and acknowledges.

(c) Rs................................................................................. to be deposited

by the Party of the Third Part with the Party of the Second Part on or before ............................................................................................

(d) Rs............................................................................. to be deposited

by the Party of the Third Part with the Party of the Second Part on or before .........................................

7) It has further been agreed by and between the parties hereto that out of the first sum of Rs....................................................... of the Gross Sales Proceeds of the Project, Rs............................................................................... shall be receivable by the Party of the First Part and Rs.............................................................................. shall be receivable by the Party of and Second Parts. However, such amounts shall be receivable by the Parties of the First and Second Parts on and after sanction of the Office of the Collector of Pune to the building plans in respect Of the construction to be carried out on the said lands. After the Parties of the First and Second Parts have received the said aggregate sum of Rs. _______________________________________________, the next Rs._____________________________________________________ of the Gross Sales Proceeds of the said Project shall be receivable by the Party of the Third Part alone. After the Party of the Third Part has received an aggregate sum of Rs............................../- (Rupees ___________________________ Only) out of the Gross Sales Proceeds of the Project, the Gross Sales Proceeds shall be apportioned and receivable by the Party of the First Part, the Party of the

Second Part and the Party of the Third Part in the proportion ....................................... respectively till such time as the Party of the Third Part has recovered the said aggregate deposit of Rs...................................../- (Rupees ___________________________________ only ) paid by it to the Parties of the First and Second Parts. After the Party of the Third Part has recovered the said deposit without interest, the Gross Sales Proceeds shall thereafter be apportionedbetween the Party of the First Part, the Party of the Second Part and the Party of the Third Part herein in usual proportion i.e. ____________________________ respectively.

8) Subject to what is stated in Paragraph 7 above, it is agreed by and between the parties hereto that a Bank Account in the name of "______________________" will be opened in any Nationalized, Scheduled or ____________________and such Account (hereinafter referred to as "the Collection Account") shall be operated by the Parties of the First or Second Parts AND the Party of the Third Part herein jointly. All amounts received from the prospective Purchasers of Flats / Units/Commercial Premises in the Project by way of "Gross Sales Proceeds" of the Project to be implemented on the said lands shall be deposited in the said "Collection Account".

Appropriate instructions from time to time shall be given to the said Bank in which such "Collection Account" has been opened to transfer the funds to the respective accounts of each of the parties. Another Account in the joint names of the parties hereto will be opened in the said Bank. All amounts received from the prospective purchasers of Flats/Units/ Commercial Premises in the said Project towards Club Membership Charges, MSEB Deposits & Charges, Common Area Maintenance Deposits and Charges and other amounts mentioned in Clause 5 hereinabove shall be deposited in such other Account. Such Account opened by the parties hereto for receipt of such Club Membership Charges etc. shall be operated by the Party of the Third Part alone. It is hereby clarified that merely because the Gross Sale Proceeds of the Project are received by the parties hereto in the name “________________________________", It shall not be construed to mean that the parties hereto have farmedan Association of Persons or Partnership. Such arrangement has been agreed upon merely for the sake of convenience.

9) All Agreements for Sale of Flats/Units/Commercial Premises in the said Project shall be executed by the Parties of the Rrst or Secpnd Parts AND the Party of the Third Part herein jointly.

10) The Party of the Third Part shall ensure that all such development/ construction work is carried out in accordance with the sanctioned plans and specifications and in accordance with the applicable Building Regulations and the Party of the Third Part shall indemnify and keep indemnified the Parties of the First and Second Parts from any loss or damage suffered or incurred by the Parties of the First and Second Parts as a result of any breach committed by the Party of the Third Part of the sanctioned plans and specifications and the applicable Building Regulations.

Li) The Party of the Third Part shall be entitled with the prior written consent of the Parties of the First and Second Parts to have the said lands mortgaged in favour of any Bank/Financial Institution as security for due repayment of any loan/financial assistance availed of by the Party of the Third Part for the purpose of implementation of the said Project on the said lands. The Party of the Third Part shall ensure that any such loan amount shall be utilized exclusively for the implementation of the said Project and for no other purpose. However, it is clarified that all costs pertaining to procurement of such loan/financial assistance, including

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the interest to be paid to such Bank/Financial Institution shall be borne and paid by the Party of the Third Part alone and it shall be the responsibility of the Party of the Third Part to repay such loan/financial assistance together with interest accrued thereon from out of its share of the "Gross Sales Proceeds'. of the said Project and/or out of its own funds.

12) It is hereby clarified and declared that each of the parties hereto shall be entitled to carry on their respective businesses/occupations apart from the project to be constructed on the said lands. However, all the Parties shall devote the necessary time and effort in relation to the construction of the said Project on the said lands.

13) The Parties of the First and Second Parts hereto agree and undertake that they shall not enter into or arrive at any separate agreement, arrangement, transaction or understanding with any third party or parties whereby such third party or parties acquire any right, title and interest in the said lands or any part or portion thereof and/or in the construction to be carried out thereon.

14) From the date of execution hereof, the Party of the Third Part shall be entitled to commence the work of development on the said lands.

15) Each of the parties hereto shall be liable to bear and pay the taxes on the profits accruing to each of them from the project. Each of the Parties herein shall indemnify and keep indemnified, saved, defended and harmless the other parties hereto from or against any liability arising from non-payment of any tax on the profits accruing to such party from the project being implemented on the said lands.

16) It is hereby specifically understood and agreed between the parties hereto that the Party of the Third Part shall Indemnify the Parties of the First and Second Parts for any monetary and legal consequences arising out of any relationship contractual or otherwise entered into between the Party of the Third Part and any outside third party / agency.

17) It is hereby clarified and declared that the words "Flats / Units " used hereinabove shall include Bungalows / Twin Bungalows / Row-Houses and other

Structures including Commercial Premises constructed on the said lands as part of the said Project to be implemented thereon.

18) Within a period of fifteen days from the date hereof, the Parties of the First and Second Parts shall deposit with Shri.________________ and Shri._____________, Advocate for the Parties of the Rrst & Second Part AND the Party of the Third Part herein respectively all original Documents of Title I other relevant documents in respect of the said lands. The said Advocates shall jointly retain such original Documents with it at all times during the subsistence of the said Project unless required to be deposited with any Bank/ Financial institution for availing of loan/ financial assistance for the Project.

19) The Party of the Third Part shall throughout hereafter and always keep harmless and keep indemnified the Parties of the First and Second Parts and their respective estates and effects from and against all actions, suits, costs, charges, expenses, damages, fines, penalties etc. resulting from any act or omission or any default or delay of compliance or breach on the part of the Party of the Third Part in developing the said lands in terms of rules, regulations, terms and conditions or breach of contracts with any government agencies, Office of the Collector of Pune, local bodies or third parities.

20) As stated above, the rights of development of the lands admeasuring in the aggregate ____________ sq.mtrs and described in Annexure 'B" hereto annexed are held by the Party of the First Part herein. It is agreed between the parties hereto that at the appropriate time and as mutually agreed between the parties hereto, the Party of the First Part shall make available the said lands described in Annexure "B" hereto annexed for development and the same shall form part of the said Project to be implemented by the parties hereto. The respective rights and obligations of the Party of the First Part herein on the one hand and the Parties of the Second and Third Parts herein pertaining to the said lands admeasuring ____________ sq.rntrs in the aggregate shall be as setout in Agreement Supplemental to these presents, on same terms and conditions as these presents.

21) The Contractual relationship between the parties hereto under the terms hereof shall come to an end on completion of the entire development work on the said

lands after all the Flats I Units/ Commercial Premises to be constructed thereon have been completed and sold and all the amounts receivable from the prospective purchasers thereof have been received and after final accounts being settled and the transfer of the said lands and the buildings constructed thereon in favour of theultimate body (being either a Co-operative Housing Society / SocietiesorCondominium/ Condominium of Apartment Owners formed of all thepurchasers/allottees of flats/units/Commercial Premises in the Project) being properly effectuated and all other statutory liabilities of a "Promoter" under the provisions of the Maharashtra Ownership Flats Act, 1963 or otherwise being duly discharged.

22) The said lands are not contiguous to each other. In the circumstances, the same may have to be developed as separate Projects and separate Building Layout Plans will have to submitted for sanction to the Office of the Collector of Pune.

23) It is hereby expressly declared that it Is not the intention of the Parties hereto to enter into a Partnership or an Association of Persons with each other and nothing herein contained shall be construed as bringing into effect or constituting the relations of partners by and between the Parties hereto.

24) All disputes or differences which may arise by and between the parties hereto arising out of the terms hereof or the interpretation of the terms and conditions of these presents or the performance by either of the parties hereto of its / his obligations vis-a-vis the other party hereto, shall be referred to Arbitration under the provisions of the Arbitration and Conciliation Act, 1996 to Shri _________________________ and Shri ________________, Advocates and the decision of the said Arbitrator/5 shall be final and binding on the parties hereto.

25) The parties hereto have stamped these presents with Stamp Duty of Rs.____________________/- (Rupees ________________________________) under Article 5 (g-a) of Schedule Ito the Bombay Stamp Act, 1958 with reference to the so called Market Value of the said Lands according to the Ready Reckoner of Property Values maintained by the Office of the Collector of Stamps, Pune.

IN WITNESS WHEREOF the parties hereto have hereunto set and subscribed their respective hands the day and year first hereinabove written.

THE SCHEDULE ABOVE REFERRED TO:

The following lands all situate, lying and being at Village ______________within the Registration Sub-District of Taluka ____________ District Pune and within the limits of the Gram Panchayat of Village ________________ and falling in the "Residential" Zone under the Regional Plan for Pune Metropolitan Region currently in force and each of the said lands is bounded as shown below:-

SIGNED AND DELIVERED by thewithinnamed Party of the First Part MIS ................................by the hands of all its Partners,..................................................................................................................................................................................................................................................................................

....................................

...................................in the presence of:

1.

2.

SIGNED & DELIVERED by thewithinnamed Party of the Second Part ______________________________________by the hand of all of its Partners

in the presence of:-

1.

2.

SIGNED AND DELIVERED by thewithinnamed Party of the Third Part

_______________________________ AND________________________________ by the hand of one of its Directors,_________________________________ in the presence of:

1.