AGREEMENT TO SELL

This Agreement to Sell is made at Gurgaon on ____th day of ________ 2017 (hereinafter
referred to as the “Agreement”)

BY AND BETWEEN

M/s ................................................ [Pan no. ............................ ] a company incorporated under

the provisions of Companies Act. 1956 having its Registered office at
....................................................................................... through its Duly Authorized Director
SHRI .................... vide Board Resolution dated ........................ (hereinafter referred to as the
“SELLER” which expression shall also mean and include his heirs, legal representatives,
administrators, executors, successors nominees and assignees) of the FIRST PART;

AND

M/s ................................................ [Pan no. ............................ ] a company incorporated under

the provisions of Companies Act. 1956 having its Registered office at

SELLER Page 1 of 8 PURCHASER

............................................................................................ through its Duly Authorized Director
SHRI .................... vide Board Resolution dated ........................ (hereinafter referred to as the
“PURCHASER” which expression shall also mean and include their heirs, legal
representatives, administrators, executors, successors nominees and assignees) of the
SECOND PART;

Hereinafter, where the context so requires the terms SELLER and PURCHASER shall
individually be referred to as the “Party” and collectively referred to as the “Parties”

WHEREAS the SELLER is/are the absolute owner and in possession of Industrial plot bearing
no. 262, Sector-8, admeasuring 450Sq. Mtrs., situated in the Industrial area known as IMT
MANESAR, Gurgaon, Haryana, acquired by the SELLER by way of Allotment Letter dated
………………………… and subsequent conveyance deed Vasika no. …………… Dated
……………………… registered at the office of sub-registrar, Gurgaon (hereinafter referred to as
the “PROPERTY”).

AND WHEREAS the SELLER has agreed to sell the said Property to the PURCHASER
absolutely and forever and the PURCHASER has agreed to purchase the same on an ‘as is
where is basis’ with all the rights, title and interest of the SELLER in the said Property, free and
clear of charges and encumbrances except clarified herein above, of any kind whatsoever and
on the terms and conditions hereinafter set forth in this Agreement.

AND WHEREAS on the basis of the representation and assurances, and for their own bona-fide
needs, the SELLER has offered and agreed to sell the said Property to the PURCHASER, by
further representing :
a) That the said property is their self acquired property and that the SELLER is the absolute
and exclusive owner of the said property and has a good and marketable title thereto
and none else other than the SELLER has any interest, share, right, and title thereto.

b) That the SELLER has not violated and breached any terms of condition of the allotment
and has observed and obeyed all Rules and Regulations as applicable time to time by
HSIIDC.

SELLER Page 2 of 8 PURCHASER

 c) That the Seller has not entered into any Agreement with any other person(s) of with
bank(s) of financial institution(s) for the sale of the said property and any part thereof.

d) That there is no Suit or and any other litigation pending in respect of or relation to the
said Property

e) That there is no legal impediment of bar whereby the SELLER can be prevented from
selling, transferring and vesting all their rights, title and interest in the said Property, in
favour of the PURCHSERS

f) That there is no notice of default of breach on the part of the SELLER of their
predecessors in interest of any provisions of law in respect of the said Property

g) That the SELLER shall obtain at its cost all permissions that may be necessary from any
and all the authorities including HSIIDC, MCG, DHBVNL, etc. within 15 days for effecting
transfer of the said property in favour of the PURCHASER. Any charges retrospective
towards getting the Permissions from the Authorities will be borne by the SELLER,
except the legal fee of Provisional Transfer Permission. However, the
amendments/change in the records of MCG & DHBVN shall only effects after execution
of sale deed and issuance of Re-allotment letter by HSIIDC in favour of the
PURCHASERS. The seller gives NOC in this behalf.

AND WHEREAS the SELLER further represents that in case any of the representations /
assurances made by the SELLER are found to be untrue and/or if the whole or any portion of
the said property is ever taken away of goes out from the possession of the PRCHASER due to
a defect in the Title of the said property. Then the SELLER will take entire responsibility to
rectify and correct the Title and will bear all the costs attached to the process of rectifying the
Title. Also, it is SELLER responsibility to keep the PURCHSER saved, harmless and
indemnified against all such costs.

WHEREAS, the SELLER assured the Second Party that the plot is presently governed under
the Provisions of Haryana State Industrial Policy 2015 / Estate Management Procedures (
EMPs) 2015 and subsequent amendments thereof, presently being followed by HSIIDC. Thus in
the manner as aforesaid, the SELLER is the absolute and undisputed Owner in possession of
the said property and has full and unrestricted right and power to sell, Transfer, convey, assign,
alienate the said property and is distinctly entitled to enter into this Agreement to Sell of the said
property, subject to approval of the HSIIDC.

SELLER Page 3 of 8 PURCHASER

AND WHEREAS, the SELLER for his bona-fide need and requirements have agreed to sell to
the PURCHASER and the PURCHASER have agreed to purchase the said Property with all
rights, titles, interests, easement, privileges and appurtenance thereto, with all the fittings,
fixtures, connections, structure standing thereon, for a total consideration of Rs. x,xx,xx,xxx/-
(Rupees xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx only) on the mutually agreed terms &
conditions mentioned hereinafter.

NOW, THEREFORE, THIS AGREEMENT WITNESSETH

1. That in consideration of the sale and purchase of the said Property, the PURCHASER shall
pay to the SELLER a lump sum sale consideration of Rs. x,xx,xx,xxx/- (Rupees
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx only) (hereinafter referred to as the “Sale
Consideration”). The Sale Consideration shall remain firm and shall not be subject to any
changes.

2. That simultaneous with the execution of this Agreement, That the SELLER has/have
received a sum of Rs. x,xx,xx,xxx/- (Rupees xxxxxxxxxxxxxxxxxxxxxxxxxxxx only) in a
following mannar

a) Rs. 25,00,000/- (Rupees Twenty Five Lac Only) cheque no. xxxxxxx dated
xxxxxxxxx drawn on HDFC Bank Ltd., East of Kailash, New Delhi - 110065

b) Rs. x,xx,xx,xxx/- (Rupees xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx only) cheque

no. 005731 dated 12.05.2017 drawn on HDFC Bank Ltd., East of Kailash, New Delhi
- 110065

from the PURCHASER, and this amount is against the Part payment of sale consideration
as settled and the SELLER hereby acknowledges the receipt of the same.

3. It is hereby agreed between the Parties that out of the aforementioned Paid-up Amount, a
sum of Rs. 15,00,000/- (Rupees Fifteen Lac Only) shall be treated as Token / Earnest
money (hereinafter referred to as the “Token Money”), for due performance and
observance by the Parties, of their obligations and covenants set forth in this Agreement.
The Token Money paid by the PURCHASER to the SELLER shall be adjusted against the
Sale Consideration.

SELLER Page 4 of 8 PURCHASER

4. The balance Sale Consideration amounting to Rs. x,xx,xx,xxx/- (Rupees
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx only) towards the full and final discharge of sale
consideration of above said property shall be paid by the PURCHASER to the SELLER, at
the time of registration of the sale deed in favour of the SELLER, i.e. on or before
30.06.2017 and this payment is subject to receipt of Provisional Transfer Permission (PTL)
from HSIIDC and Compliant of formalities stated therein by the SELLER. That the
responsibility of getting the Provisional Transfer Permission (PTL) and Compliance of
formalities of HSIIDC stated therein, shall lies with the SELLER and the SELLER shall
assure to the obtain the same, atleast 15 days prior to the date of registration in favor of the
SELLER.

5. That It is agreed between the Parties that in the event there is any delay in the payments as
specified under Clauses 4 by the PURCHASER beyond 15 days without prior written
consent of the SELLER, then the SELLER shall have the right but not the obligation to
terminate this agreement. The Final payment is subject to receipt of PTL and compliance of
formalities of HSIIDC stated therein by the SELLER, at least 15 days prior to the date of final
payment.

6. That the time limit for registration of sale deed of the said Property has been mutually
agreed to by the Parties as on or before 30.06.2017, subject to the relevant clause of the
this Agreement.

7. That SELLER has/have full unfettered and unrestricted right to sell the said Property to the
PURCHASER by way of this Agreement to Sell, and except the SELLER nobody else has
any right, title, claim or interest of any nature whatsoever in the said property. It is further
declared that the SELLER have full & irrefutable rights to sell the said property. If it is proved
otherwise then this Agreement to Sell/sale transaction shall stand cancelled and the
SELLER in that event undertakes to reimburse the entire paid-up amount within 7days from
the date of such termination with the penalty of Rs. 15,00,000/- ( Rupees Fifteen Lac
Only).

8. The SELLER has assured that the said Property is free from any encumbrances such as
prior sale, dispute, litigation, stay orders, attachments, notifications, acquisition, charge
liens, sureties, etc. and the SELLER shall give the peaceful vacant physical possession and

SELLER Page 5 of 8 PURCHASER

 the original documents of the said Property to the PURCHASER at the time of registration of
the sale deed of the said Property.

9. That any expenses/charges/fee/dues/taxes/cess such as external development charges,

enhancement charges of HSIIDC, maintenance charges, Extension
fee/charges/penalty/interest in regards to implementation of project, municipal corporation
tax, house tax, water charges, electricity charges, etc. against the said Property shall be
cleared/paid by the SELLER up to the date of registration of sale deed and the receipts of
the same will be provided by the SELLER to the PURCHASER at the time of registration of
the sale deed of the said Property.

10. That the SELLER shall ensure that he shall do all acts or deeds required for the registration
of the sale deed of the said Property, including being present at the office of sub-
registrar/HSIIDC, Gurgaon along with his identity proofs and all the original and relevant
documents of the said Property. However, the same shall be subject to the receipt of
payment of the Balance Sale Consideration from the PURCHASER to the SELLER.

11. That the SELLER hereby declares and assures the PURCHASER that he/she/they
has/have not and will not enter into any agreement to sell or any other commitment in
respect of the said Property with any other person.

12. That the PURCHASER agrees to deduct and deposit the TDS @ 1% as per the applicable
government rate on the total Sale Consideration amount and pay the Balance Sale
Consideration to the SELLER. The PURCHASER will be responsible to deposit the TDS
within 15 (fifteen) days from the execution and registration of the sale deed of the Said
Property.

13. That the PURCHASER is empowered to get the said Property registered either in his own
name or in the name of any nominee(s) or any other person authorized by the
PURCHASER to do so, for which the SELLER shall have no objection.

14. That It is agreed between the Parties that timely payment of the Sale Consideration shall
form the essence of this Agreement and in the event, the PURCHASER fails to make the full
and final payment of the Balance Sale Consideration with regard to the said Property to the

SELLER Page 6 of 8 PURCHASER

 SELLER within the period specified in Clause 4 of this Agreement, beyond delay of 15days,
then the SELLER shall forfeit the token money equivalent to Rs. 15,00,000/- (Rupees
Fifteen Lac Only) and shall refund the balance of paid up amount to the PURCHASER. In
case the SELLER doesn’t fulfill his obligation to get the PTL and compliance of formalities of
PTL (Provisional transfer permission) beyond delay of 15days, then the PURCHASER can
terminate the agreement and they shall be refunded by the Total amount paid along with the
penalty of Rs. 15,00,000/- (Rupees Fifteen Lac Only) within 7days from the date of such
termination.

15. That the SELLER shall execute and get the Sale Deed executed of the said property in
favour of the PURCHASER or his/her/their nominee/s, on receipt of the full and final sale
consideration, failing which PURCHASER shall be entitled to get the sale deed executed
through the court of law by SPECIFIC PERFORMANCE OF THE CONTRACT.
.
16. The Parties may mutually agree to extend the timelines mentioned under this Agreement
provided that any such extensions are agreed in writing.

17. That the SELLER shall apply for the provisional transfer permission (PTL) to HSIIDC and it
is the sole responsibility of the SELLER to obtain the PTL and compliance of all the
formalities of PTL stated therein by HSIIDC, at least 15days prior to the date of execution of
Sale Deed, and the cost/expenses/charges/interest etc. pertaining to obtain the same shall
be borne/paid by the SELLER.

18. That the legal transfer fee which may be imposed/levied by HSIIDC shall be borne and paid
by the PURCHASER.

19. That all the cost and expenses of stamp duty and registration, engrossing and other
incidental charges of the sale deed of the said Property shall be borne and paid by the
PURCHASER.

20. That the SELLER shall from time to time do all acts, deeds, things as may be lawfully and
reasonably required by the PURCHASER to convey, transfer, sell, assign and to assure
unto the PURCHASER the Said Property.

SELLER Page 7 of 8 PURCHASER

21. That both the parties represent that they have the authority to enter into this agreement and
have agreed to abide by the terms and conditions of this Agreement as mentioned above.

22. That this Agreement to Sell is final and irrevocable, except as may be modified by both the
parties by mutual consent, and has been signed by both the parties after fully reading and
understanding the contents of the same. This Agreement shall remain binding on both the
parties and their respective legal assignees, successors, etc.

23. The Parties agrees that this Agreement shall be governed by and construed in accordance
with the laws of the India and the courts of Gurgaon shall have the exclusive jurisdiction.

24. The Parties agree that should any provisions of this Agreement be held by a court of law to
be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining
provisions of this Agreement shall not be affected or impaired thereby. The Parties shall
negotiate in good faith to agree a substitute for any such provision that reflects as nearly as
possible the economic, legal and commercial objectives of the provision affected.

IN WITNESSES WHEREOF, the Parties hereto have set their respective hands on these
presents on the date, month and year hereinabove mentioned in the presence of the following
witnesses:

WITNESSES :

1.
SELLER(S)
M/s ……………………………………….
through its authorized Director SHRI ………………………….

2.
PURCHASER(S)
M/s ……………………………………….
through its authorized Director SHRI ………………………….

SELLER Page 8 of 8 PURCHASER