TRIPARTITE AGREEMENT

This Tripartite Agreement (“Loan Agreement”) is entered into at _______ on this

_______day of ________, 20__

BETWEEN

______________________ (hereinafter referred to as the “Lender”, which expression

shall mean and include its successors and permitted assigns) of the One Part;

AND

____________________(hereinafter referred to as the “Borrower”, which

expression shall mean and include its successors and permitted assigns) of the
Second Part;

AND

______________________(hereinafter referred to as the “Confirming Party”, which

expression shall mean and include its successors and permitted assigns) of the Third Part;

(Each of the parties mentioned above, are hereinafter collectively referred to as the
“Parties” and individually as a “Party”).

WHEREAS,

a) The Lender is engaged in the business of real estate/Infrastructure development in the

State of Delhi and NCR.

b) The Borrower is ____________________________.

c) The Confirming Party is _______________________.

d) The Borrower is in need of funds and has approached the Lender for investment /loan
(hereinafter referred to as the “Principal Amount”) of Rs. 100 Crores (Rupees Hundered
Crores Only) for a period of 2 years or till the completion of the project_______ (“the
term”) for the completion of the project _______.

e) The Lender on the face value, goodwill and gesture of the Confirming Party is ready and
willing to invest an amount of Rs. 100 Crores for the completion of the project_______,
in phases as mutually decided between the Parties.

f) The Borrower and the Lender wish to memoralize the terms of such loan and to set forth
their mutual understanding with respect to how the repayment of such amounts shall be
accomplished.

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED AND

CONFIRMED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATIONS:

1.1 Definitions

a) “Loan Agreement” means this Agreement.

b) “Completion of the Project” means the date on which the Borrower completes the
project and gets all the necessary approvals from the NOIDA Authority.
c) “Financial Year” means the period starting from 1st April and ending on 31st March.

d) “Project” means the project named _______.

e) “Effective Date” shall mean from ____/____/__________ onwards.

1.2 Interpretation

Unless the context or meaning thereof otherwise requires,

a) Any reference in this Agreement to any enactment, rule, regulation, guideline, directive
or document shall be construed as including a reference to that enactment, rule,
regulation, guideline, directive or document as from time to time amended, modified,
extended or re-enacted whether before or after the date of this Agreement.

b) Clauses and paragraph headings are inserted for ease of reference only and shall not
affect the interpretation of this Agreement. References to clauses and recitals shall be
construed as references to clauses or recitals of this Agreement unless specified
otherwise.

c) Any reference to an article, clause, sub-clause, paragraph or sub-paragraph is to such

article, clause, sub-clause, paragraph or sub-paragraph in this Agreement.

d) The words “hereof,” “herein” and “hereunder” and words of similar import when used in
this Agreement shall refer to this Agreement as a whole and not to any particular provi-
sion of this Agreement.

e) The words denoting the singular shall include the plural and vice versa, the words
denoting any gender shall include any other gender, as the context may require.

NOW, THEREFORE, the Parties, in consideration of the promises, undertakings and

commitments of each party to the other set forth herein, hereby mutually agree as
follows:

2. PURPOSE:

The Borrower hereby confirms that the Principal amount invested by the Lender shall be
used for the purpose mentioned here under:

2.1 Payment to the NOIDA Authority in lieu of all the necessary statutory approvals;

2.2 For the Completion of the Project

3 LOAN:

Based on the representations and warranties of the Borrower, the Lender hereby agrees to
invest Rs. 100 Crores (Rupees Hundered Crores Only) as loan in the project in pursuance
of the Terms and Conditions agreed upon.

4 INTEREST:

4.1 The Borrower shall pay an interest of 12% P.A. on the Principal amount invested by the
Lender.

4.2 Such interest shall be payable to the Lender within 30 days after closing of each financial
year, after deducting TDS (Tax Deducted at Source).

5 TERM:

The Term of the loan shall be effective from the date of disbursal of the Principal amount
to the Borrower by the Lender and shall continue for over a period of 2 (two) years or till
the completion of the projects.
6 ADDITIONAL LOAN AMOUNT:

6.1 If the Borrower during the Term of the Loan Agreement requires more funds than the
Principal Amount agreed upon in order to complete the project, then the Lender shall
provide the same to the Borrower.

6.2 Upon investment of the additional funds by the Lender, the revenue share of the Lender
will be increased in the same ratio as that of the excess funds invested.

6.3 Provided in no condition, the Borrower will stop the Construction of the project due to
shortage of funds

7 PAYMENT SCHEDULE:

The Borrower in addition to the interest on the Principal amount shall be liable pay to the
Lender the following after the Completion of the Project in lieu of the Principal Amount
borrowed by the Borrower:

7.1 Repayment of the Principal amount invested by the Lender.

7.2 Outstanding Interest on the Principal Amount invested, if any at that time.

7.3 Payment of the 33% of the revenue generated from the project.

8 RIGHTS OF THE LENDER:

8.1 That the Lender will have the right to receive repayment of Principal Amount from the
Borrower.

8.2 That the Lender will have the right to receive interest on the Principal Amount invested
by the Lender at interest rate of 12% P.A.

8.3 That the Lender will have the right to acquire and sell the unsold units/area at cost of the
company if the Principal amount invested by the Lender is still outstanding after the
Completion of the Project.

Provided that the unsold units/area so acquired by the Lender shall be proportionate/equal
to the outstanding Principal amount.

8.4 That the appropriation of the unsold units/area by the Lender will still entitle him to
receive payment for 33% of the revenue generated on the sale of the balance unsold
units/area.

8.5 That the Lender will have the right to appoint a Nominee Director who will have the right
to look into the day-to-day developments of the project, accounts of the Borrower and to
audit the accounts as and when he deems fit.

9 EVENT OF DEFAULT:

The happening of the following events shall constitute an event of default (“Event of
Default”):

9.1 If there is any non-compliance by the Borrower of the terms and conditions of this Loan
Agreement in respect of assistance availed by the Borrower from the Lender;

9.2 If default shall be made in the due and punctual payment of the principal or interest
under the Loan Agreement, as and when the same shall become due and payable;

9.3 If the Borrower shall be adjudged a bankrupt, Insolvent, or if there is winding up,
dissolution of the Borrower, due to which the Borrower is unable to repay their debts;

9.4 If there is any concealment of any material document or event by the Borrower.
9.5 If any representation or warranty or any other statement of fact herein or in any writing,
certificate, report or statement at any time furnished to the Lender pursuant to or in
connection with this Loan Agreement, or otherwise, shall be false or misleading in any
material respect;

9.6 Any other event which in the sole opinion of the Lender would endanger the repayment
of the Principal amount.

10 CONSEQUENCE OF AN EVENT OF DEFAULT:

10.1 The Lender may in its absolute and sole discretion have a right to take over the affairs of
the project.

10.2 The Rights and Duties of the Directors of the Borrowers shall vest with the Lender or
the Confirming party as the Lender deems fit.

11 TERMS AND CONDITIONS:

11.1 The Borrower is liable to repay the dues as per the Payment schedule whether demanded
or not.

11.2 The Borrower shall at all times adhere to the terms and conditions set out in this
Agreement and any amendments hereto.

11.3 The lender shall have the right to appropriate the amounts paid by the Borrower in such
manner, at the sole discretion of the Lender.

11.4 The right of the Lender to recover the dues from the Borrower shall be exercised either
by the Lender or its authorized representatives and the Borrower hereby agrees to the
same.

11.5 The Borrower shall permit the Lender to appoint a Nominee Director who shall look
into the day-to-day developments of the project.

11.6 The Nominee Director appointed by the Lender shall have the power to look into the
books of accounts of the Borrower and also to Audit them as and when he deems fit.

11.7 No Director or relatives of the Borrower Company shall draw any amount in any form
for the purpose of Salary, advances, purchase of any vehicles/goods etc. from the amount
invested by the Lender.

12 REPRESENTATIONS AND WARRANTIES:

The Borrower represents and warrants that:

12.1 His / its execution, delivery and performance of this Loan Agreement are within his / its
powers and have been duly authorized, do not contravene any contract binding on or
affecting his / it or any of his / its properties, do not violate any applicable law or
regulation;

12.2 this Loan Agreement is valid and binding upon the Borrower;

12.3 there is no pending or threatened action which may materially adversely affect the
validity or enforceability of this Agreement;

12.4 all information provided by the Borrower to the Lender under this Agreement is correct
and true.

12.5 The Borrower hereby confirms that the funds invested by the Lender will be utilized for
the Purpose as stated in this Agreement and the Loan will not be utilized for speculative
purpose;

12.6 The Borrower shall pay all the statutory dues as required by the prevailing regulations
till the Completion of the Project.
12.7 The Borrower will complete the project within the desired time frame as committed to
the buyers of the units.

12.8 The Borrower will obtain all the necessary completion certificates from the Statutory
Authorities as per the prevailing Regulations.

13 INDEMNIFICATION:

The Borrower shall indemnify and hold the Lender and its directors, officers, employees,
agents and advisers harmless against losses, claims, liabilities, or damages which are
sustained as a result of any acts, errors, or omissions of the Borrower, its respective
employees, agents, or assignees, or for improper performance or non-performance
relating to this Loan Agreement or any other document executed thereof in pursuance to
this Loan Agreement.

14 ASSIGNMENT:

14.1 It is expressly agreed that the Borrower shall not be entitled to assign, either directly or
indirectly, the obligations set out herein.

14.2 The Lender shall be entitled to assign its rights and obligation under this Agreement in
part or in full to any third party.

14.3 The Lender shall at any time, without reference to the Borrower be entitled to securitize,
sell, assign, discount or transfer all or any of the Lender’s rights and obligations under
this Agreement to any person(s) of the choice of the Lender, in whole or in part and in
such manner as the Lender may decide. Any such sale, assignment or transfer shall bind
the Borrower conclusively.

15 TERM AND TERMINATION:

15.1 Notwithstanding anything stated under this Loan Agreement, but subject to the
provisions of this Clause, this Loan Agreement shall be valid and subsisting from the
Effective Date namely ____/___/___ and shall remain in full force and effect.

15.2 The Agreement shall stand terminated on the date the Borrower has repaid the Principal
amount in full along with interest and the revenue share of the Lender from the sale of
units/area as mentioned in this Loan Agreement, and fulfilled all other obligations to the
satisfaction of the Lender.

15.3 The Borrower does not have the right to terminate this Agreement in any situation
except with the written consent of the Lender, by repaying the entire amounts due to the
Lender under this Loan Agreement.

16 ARBITRATION AND DISPUTE SETTLEMENT:

16.1 That if the default of the Borrower persists and a disputes arises, then all such disputes,
differences and/or claims, arising out of this Loan Agreement, whether during its
subsistence or thereafter, shall be settled by arbitration in accordance with the provisions
of the Arbitration and Conciliation Act, 2015 and shall be conducted by a sole arbitrator
to be appointed by the Lender. The applicable law shall be Indian laws. In the event of
incapacity or resignation or death of the sole arbitrator so appointed, the Lender shall be
entitled to appoint another arbitrator in place of the earlier arbitrator, and the proceedings
shall continue from the stage at which the predecessor had left.

16.2 The award given by the arbitrator shall be final and binding on the parties to this
Agreement. The cost of the Arbitration shall be borne with by the Party/ies, in accordance
with the Award passed by the Arbitrator.

16.3 The venue of Arbitration shall be _________and the proceedings shall be conducted in
English language.
17 JURISDICTION AND GOVERNING LAW:

Subject to the Arbitration Clause mentioned above, this Loan Agreement shall be
governed and construed in accordance with the substantive laws of India and the parties
hereto submit to the exclusive jurisdiction of the Courts, situated at________.

18 WAIVER:

The Lender’s failure to exercise or delay in exercising any right, power, privilege or
remedy under the Agreement will not operate as a waiver or acquiescence, nor will any
single or partial exercise of any right, power, privilege or remedy prevent any further or
exercise of any other right, power, privilege or remedy.

19 SEVERABILITY:

If any provision in this Loan Agreement shall be found or be held to be invalid or

unenforceable, then the meaning of said provision shall be construed, to the extent
feasible, so as to render the provision enforceable, and, if no feasible interpretation would
save such provision, it shall be severed from the remainder of this Loan Agreement and
in such an event, the Parties shall use best efforts to negotiate, in good faith, a substitute,
valid and enforceable provision or agreement, which most nearly reflects the Parties’
intent in entering into this Agreement.

20 ACCEPTANCE:

The Parties hereby declare as follows:

20.1 They have read the entire Loan Agreement and shall be bound by all the conditions.

20.2 This Loan Agreement have been explained to them in the language understood by them
and they have understood the entire meaning of all the clauses.

20.3 They agree that this Loan Agreement shall be concluded and become legally binding on
the date when it is signed by the parties.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
day first above written.

(__________________ (__________________ (__________________

through its authorised through its authorised through its
signatory) signatory) authorised signatory)
Witnesses:
1 2.

Name: Name:
Father’s Name: Father’s Name:
Address: Address: