GUARANTEED BUY BACK AGREEMENT

This buy back agreement is executed pursuant to the agreement to sells

executed between the parties on this ___________ day of September 2020

Between

Paradise Infrastructure through its authorized signatory & partner Sh.

Harshad s/o Late Shri Lalit mote (Aadhaar no. 587335021353) having
office at 22 Mehar prasad market, central bazar road, Ramdas Peth,
Nagpur-440010 authorized vide resolution dated _____________
(hereinafter referred as the “Builder”/ “Intending seller”, which
expression shall unless repugnant to the context or meaning thereof shall
mean and include its successors in interest, executors, administrators,
agents and assignees of one Part
AND

Pyra Square Private Limited, a company incorporated under the

companies act having registered office at 1110, Logix Office Tower, Sector
32, Noida City Centre, Noida, Uttar Pradesh through its authorised
signatory Sh. Abbas Arsiwala authorised vide resolution dated
_____________________________ (hereinafter referred as the “Investor” or
“intending buyer”, which expression shall unless repugnant to the
context or meaning thereof shall mean and include its successors in
interest, executors, administrators, agents and assignees of Second Part.

The parties shall hereinafter be either collectively referred to as the

“Parties” and individually as a “Party”.

Page 1 of 45
Whereas the builder is a partnership firm and is constructing a
Residential Multi Storey, multi family dwelling unit at Mouza parsed,
tehsil Nagpur (Gramin) Dist. Nagpur, Maharashtra.

Whereas the builder/seller is the absolute owner of the property bearing

khasra no. 108/1/GH pf Mouza Parsodi Tahsil Nagpur (Gramin) Dist.
Nagpur, Maharashtra vide Sale deed dated 30th December 2015 being
registration no. 9103-2015 dated 30/12/2015 before the Joint Sub
registrar Class -2 Nagpur (Rural).

Whereas the said land has already been converted from agricultural land
to be used to non-agricultural land for Residential purpose.

Whereas the said builder/seller has already Constructed the Urban Glory
Wing A as per the project registration vide MAHARERA registration
number P50500013215.

Whereas the seller/builder is further desirous to construct/develop two

more Projects namely Urban Glory “Wing B” and “Wing C” and is in
requirement urgent funds for the same.

Whereas the builder/seller has conceived and shall initiate the process of
constructing and equipping a multi-storey residential complex on the
said land spread over multiple levels/floors, which the seller is proposing
to complete in all respects with reference to civil finishes, flooring,
electrical power to the distribution panel on each level/floor, plumbing,
ventilators, elevators and backup provisions etc.

Whereas the said project is to be constructed according to building plans

approved by concerted authorities.

Page 2 of 45
Whereas the builder as assured that the said project shall be completely
compliant with respect to marketability, right, title, interest, design,
specifications and quality etc.

Whereas by virtue of the said documents deed, the builder has acquired
the rights and also in lawful, undisputed and peaceful possession of the
said land.
Whereas the said land is embarked for the purpose of developing
residential group housing complex, spread over multiple towers
consisting of multiple apartments complete in all respects with reference
to civil finishes, electrical power up to the distribution panels, elevator,
power backup diesel to generators etc.

Whereas the builder has represented that the builder is fully competent
to enter into the agreement and all the legal formalities with respect to
the project regarding the project and the land.

Whereas the parties have gone through the entire agreement and all the
terms & conditions and further understands the mutual rights and
obligations as mentioned in the present document.

Whereas accordingly the investor/buyer relying on the confirmations,

representations and assurances of the builder to sincerely abide by all
the terms and conditions and stipulations contained in this agreement,
has accepted can good faith to invest in the project.

The parties hereby confirm that they are signing this agreement with full
knowledge of all the laws, rules, regulations, notifications etc. And that
they have clearly read and understood their rights, duties, obligations
under each and every clause of this agreement.

Page 3 of 45
Whereas the buyer has agreed to invest in the project by way of providing
financial assistance by purchase of units on following terms and
conditions:

Article I
Definitions:

“Agreement” means this Guaranteed buyback agreement executed

between Parties.

“Applicable Law” means all local laws applicable to the Franchisee

business or franchised Outlet, including Acts, statutes, by-laws, rules,
regulations, orders and ordinances together with all codes, guidelines,
policies, notices, direction, directives and standards of any governmental
authority which are legally mandatory in nature affecting obligations of
either of the Parties.

“Approvals” mean all approvals, permissions, authorizations, consents,

license and notifications, orders required for construction of the project
and shall include building plan approval, building layout plan,
environmental clearance/permission, height permission, height
permission as mat be applicable.

“Business day” means the day on which the banks in Maharashtra are
open for regular working except Saturday, Sunday and public holiday.

“Confidential Information” means any documents, data, or information

related to the Investor’s business that is not generally known to the
public including, but not limited to, all tangible, intangible, visual,
electronic, present, or future information such as (a) financial

Page 4 of 45
information; (b) technical information, including but not limited to
research, development, procedures, data, designs, and Technical know-
how; (c) business information, including but not limited to products,
operations, planning, marketing interests, and products disclosed by
Investor to the Builder: (d) Personal information of any customers (e) all
information or data which Builder has access in connection with
performance of the present agreement, whether before or after execution
of the present agreement (f) all confidential or proprietary concepts,
documentation, reports, lists, files, data, specifications, Software, source
code, object code, flow charts, databases, data files, inventions,
information, know-how and trade secrets, whether or not patentable or
copyrightable.

“Designated valuer” means a person, qualified and proficient in

valuation of the immovable properties, acceptable to the buyer/investor
and appointed by the issuer of conducting the periodic valuation of the
mortgaged properties.

“Duration” means two years from the date of execution of the present
agreement or any such extension agreed as under this agreement.

“Effective Date” means and includes the date of signing of the present
Agreement as agreed between the Parties in this Agreement.

“Force Majeure” means acts of God (such as tornadoes, earthquakes,

hurricanes, floods, fire or other natural catastrophe); strikes, lockouts or
other industrial disturbances; war, terrorist acts, riot, or other civil
disturbance; epidemics; or other similar forces which parties could not by
the exercise of reasonable diligence have avoided.

Page 5 of 45
“Intellectual Property Rights” means all intellectual property rights
owned at present or in the future to be owned by the parties including
but not limited to name, marks, characters, artwork, designs, trade
names, trademarks, or service marks, training material, marketing
material that is in tangible or other electronic form or medium,
copyright, technical know-how, all system and process specific
information, domestic or foreign letter patent, patent, patent application,
patent license, inventions, invention disclosures, software or software
usage rights, formulae & processes, proprietary data & data bases & all
other similar items of intellectual property, whether registered or not,
including any rights created by use thereof used or permitted to be used
by the parties by way of this agreement.

“Paradise Infrastructure” means the Builder/seller and the expression

shall include its agents/successors/assignees etc.

“Rate of return” shall mean the percentage difference of the buyback

value and the current purchase value of the units as mentioned
hereinafter.

“Mortgagor” means a person which treats mortgage over the immovable

properties including but not limited to the project land as security for the
obligations.

“Project” means the project Urban Glory Wing B and Wing C to be

developed by the seller.

Page 6 of 45
“Project Cost” means the amount required to be incurred by the
builder/indenting seller for the development and completion of the
project and rehabilitation area (if applicable).

“Project Documents” mean all the sale deed for the project land in
favour of the builder, all documents signed & executed between the
builder and the previous owners and all approvals for the project
obtained and/or to be obtained.

“Receivables” means and include all the rights title, interest, benefits,
claims, demands entitlement whatsoever, in and to or in respect of all
amounts payable to and received by or to be received from any person
(including but not limited to purchaser/lessee/licensee) in respect of
and /or arising out of project / mortgaged properties and/or all sold as
well as unsold plots, flat, piece of land and/or leased units forming part
of in the project and shall include the advance, sale consideration,
deposits, premium, lease rentals, outstanding and claims in respect of
the project and shall also induce the monies lying in the escrow account
and fixed deposits/inter corporate deposits etc.

“Units” means and includes the units allotted to secure the payment of
the investor by the builder/intending seller to be constructed at the
project(“Location”) having total area admeasuring ______________ sq. ft.
for repurchase by the builder from the investor and/or resale by the
builder to third parties at the price mentioned hereinafter or more within
the duration of the present agreement. The term preferential units shall
mean and include the residential/commercial units chosen by the
investor as per the terms of Annexure A.

Page 7 of 45
 Article II
Interpretation
1. headings are for convenience only and do not affect interpretation or
construction of this Agreement;

2. except where the context otherwise requires, references to one gender

include all genders and the singular includes the plural and vice
versa;

3. except where the context otherwise requires, references to any

enactment shall include references to such enactment as re-enacted,
amended or extended and any sub-ordinate legislation made under it;

4. references to persons include companies, corporations, partnerships,

associations, and other organizations whether or not having a
separate legal personality;

5. except where otherwise indicated, reference to Article, sub-section,

recitals and Annexure are to Article, Sub-section, recitals and
Annexure of this Agreement;

6. where under the terms of this Agreement either Party accepts an

obligation to use "reasonable endeavors" in and towards the
fulfillment of any objective or occurrence the full extent of that Party's
obligation shall be to take all such steps which a prudent, determined
and reasonable person, acting in his own interests and intent on the
fulfillment of such obligation would take;

Page 8 of 45
7. the rule of construction, if any, that an agreement should be
interpreted against the Party responsible for the drafting and
preparation thereof, shall not apply.

Article III
CONSIDERATION
1. The builder has agreed to sell/allot/hold the units in favor of the
investor/intending buyer as mentioned in schedule I at the rate as
mentioned in schedule II.

ARTICLE IV
AMOUNT AND DISBURSEMENT

1. The buyer/investor has agreed to pay a sum of ₹ 20,00,00,000

(Rupees Twenty Crores) as financial assistance to the builder by
purchase of the units as per Annexure A which shall be disbursed
into the account the following manner:
2. The total amount shall be disbursed in one go in the account as
mentioned in schedule IV of the present agreement in favor of the
builder.

Article V
PROPRIETARY MARKS

1. The Investor acknowledges that the name of the project is a valid

trademark lawfully used by the Builder, and that only the Builder or
its designated agents, assignees etc. have the right to use such names
and such other trademarks, service marks and trade names as may
exist or be acquired by the Builder. The investor further acknowledges

Page 9 of 45
 that valuable goodwill and reputation is attached to such trademarks,
copyright and that the Builder may use the same as it deems fit. The
franchisee shall not use any other mark(s) unless approved by the
builder in writing.

2. The Investor understands and agrees that the builder, in its sole
discretion, has the right itself to operate businesses under said marks
and to grant other licenses in, and under such proprietary marks on
any terms and conditions the builder deems fit. Provided, however,
that the builder agrees to abide by its obligations herein set forth
under the terms of this Agreement.

3. The Investor expressly covenants that during the Term of this

Agreement and after the expiration or termination thereof, the investor
shall not directly or indirectly contest or aid in contesting the validity
or ownership of Intellectual Property Rights of the Builder.

4. The Builder agrees to promptly notify the Investor of any claim,

demand, or suit based upon or arising from, or of any attempt by any
other person, firm, or corporation, using any trademark, service mark,
symbol, trade name, copyright, or colorable variation licensed
hereunder thereof, in which the investor may have a interest to secure
payment in case of non-fulfilment of the obligations of the builder.

5. The Builder shall not use the Investor’s business, its repute and the
goodwill attached to it as part of its corporate or other business
ventures.

Page 10 of 45
6. The Builder understands and acknowledges that each and every detail
of the investor’s business is important to the investor, to the Builder,
and to other associated third parties of the of the investor, therefore,
the Builder accordingly covenants:
1. Not to operate, advertise and use the name of the investor before
any third party without the written approval of the investor; and

2. Not to adopt and use the proprietary marks of the investor; and
3. Not to carry out his own business under said proprietary marks

4. In order to preserve the validity and integrity of the Intellectual

Property Rights of the investor herein, and to assure that the
Builder is properly complying with the terms of the agreement, the
investor or its agents shall at all reasonable times have the right to
entry and inspect the project.

Article VI
LICENSES/ PERMISSIONS

1. All legal formalities such as obtaining the license, all or any

permission, NOCs etc. under any statutory or by law or rules of
government or local bodies etc. compliance with the local municipal
laws, obtaining the insurance etc. shall be complied with and carried
out by the Builder/developer/seller at its own cost and shall not be a
part of the money invested by the buyer and the buyer shall be fully
absolved and indemnified of any non-compliance of the same.

2. The Builder confirms to provide the buyer with a copy of all such
licenses, compliances etc., acquired for the purpose of the
construction and completion of the project within 7 days of receipt of

Page 11 of 45
 the such license, permission, NOC etc. from concerned
department/authority of the government or local bodies etc.

3. The builder shall at in timely manner comply with the laws applicable
to the efficient and smooth construction/completion of the project
without any delay.

Article VII
ASSURED RETURN
1. The assured return shall be calculated as a percentage difference
between the current purchase price as mentioned in schedule II and
repurchase price was mentioned in the Schedule III payable by the
builder to the investor at the time of repurchase/buyback of the
units.

Article VIII
BUILDER’S OBLIGATIONS

The Builder’s obligations during the tenure of this Agreement include

the initial as well as the on-going obligations:
1. To commence the construction of the project Within 120 days of the
signing of the / this agreement. If there is delay in the commencement
of the construction work and if it exceeds 120 days then the buyer
shall have option upon its discretion to terminate the Agreement.

2. The Builder shall maintain the site and the develop the project as per
the permission granted under the MAHARERA registration granted by
the Maharashtra Real Estate Regulatory Authority without any
extension or delay.

Page 12 of 45
3. The Builder shall procure all material, manpower, permissions
required for the timely development of the project.

4. The Builder shall involve itself effectively in the promotion and

marketing of the project for generating maximum sales at/over and
above the repurchase price.

5. The builder shall sale out the units allotted to the investor on
preferential basis on preference basis any other unit at or over and
above the repurchase price to secure the payment of the investor
however this is not mandatory until the sale of ____% inventory is
complete. After the sale of ____% inventory of units, the sale of the
units allotted to the investor shall be done before sale of any other
unit.

6. The Builder shall at all times keep the investor informed of all the
vendors associated with development of the project and the builder
shall not un-necessarily involve in any activity which could delay the
development of the project.

7. The Builder shall maintain and provide financial, development

progress details to the investor in timely manner to keep the investor
updated about the ongoing development rate of the project.

8. The Builder shall maintain the finance book and account. The Builder
shall provide the account details to the Investor on a fortnightly basis
i.e. the details of the sale conducted between 1-15th day of each

Page 13 of 45
 calendar month shall be provided by 17th day of the same month and
the details of the sales conducted between 16th-31st day of each
calendar month shall be provided on 2nd day subsequent month
specifically mentioning the sales price of the units sold to any
consumers.

9. The Builder shall maintain at all times the interior and exterior of the
project in a good state of repair and decoration subject to wear and
tear of normal use. If, at any time, the investor is reasonably of the
opinion that the Builder is not complying with such obligations, the
Investor shall notify to the Builder, the action it requires from the
Builder in order to ensure compliance with such obligations.

10.The Builder shall at all times during the subsistence of the present
Agreement, keep required number of qualified and experienced staff at
the approved Location for the development/construction, sale and
marketing of the project.

11.The true inventory management has to be maintained by the Builder

at his own cost and expenses for maintaining the uniformity of data of
customers, centrally accessible by the investor if required by the
investor.

12.Be responsible for the cost of utilities like water, electricity, telephone
bills, etc.

Page 14 of 45
13.The Builder shall not make any alteration in the aesthetic look of the
project which may lead to the degradation of sales in any way
whatsoever.

14.The Builder shall appoint agents, marketing staff, sales staff at his
own cost and expenses.

15.The Builder shall not offer Products and Services at a price less than
that of repurchase price.

16.The Builder covenants with the investor/intending purchaser that all

the promotional/advertising schemes like loyalty card, discount etc.
which will be introduced by the builder will have to be duly honored
by the Builder and all the financial burden by giving discounts if any
will be borne by the Builder and no other.

17.The Builder shall not directly or indirectly sell Products under any
other brands at the project office/marketing office/corporate office or
any other place.

18.The Builder shall not make any delay in execution and registration (if
applicable) of the builder buyer agreement or any other agreement
related to the sale of the units of the project.

19.The builder shall at first offer for sale any units (allotted to the
intending buyer/investor) to any third party at or over and above the
repurchase price.

Page 15 of 45
20.The Builder shall be liable for to intimate the investor/intending
buyer within 48 hours regarding receipt of complaint, notice, suit,
litigation, arbitration, any proceeding under the IBC, any writ etc.
filed by any third party or any employee or vendor or customer of the
builder against the builder after the execution of the present
agreement.

21.The Builder ensures that the visual merchandise, signage and

graphics, etc. are kept in working order at all times during the
operation timelines at the project or at the place of any authorized
agent.

22.The Builder shall ensure full compliance by itself and its staff of the
standards and policies, including compliance with applicable laws.

23.The Builder, at its own cost and expenses, shall be insured against all
the physical, material losses and/or risks attached with the said
project.

24.All the statutory provisions regarding statutory employment laws etc.

must be followed complied by the Builder, at the cost and expenses of
the builder, which shall mean to include but not limited to Child
Labor (Prohibition and Regulation) Act, 1986, Contract Labor
(Regulation & Abolition) Act, 1970, Employees Compensation Act,
1923, Employers Liability Act, 1938, Employee State Insurance Act,
1948, Employees Provident Fund And Misc. Provisions Act, 1952,
Payment of Gratuity Act, 1972, Shops and Establishment Act of
respective State of India where the Outlet is located etc. In case any

Page 16 of 45
 employee of the Builder meets with any unfortunate circumstance like
accident during his/her course of employment, the liability will only
lie with the Builder and the investor will always be free from any
liability of any kind whatsoever.

25.That the builder shall ensure that any such mis-happening at the
project site shall not result in smooth development/construction of
the project in any manner.

26.The Builder shall ensure to maintain necessary insurance coverage

under Employee/Workmen Compensation Act, 1923, The Payment of
Gratuity Act, 1972 and other relevant employment laws and keep the
investment of the investor additionally insured under the same.

27.The Builder shall maintain a detailed record of all the staff/

employees recruited for operations, sale, marketing of the project.

28.The Builder agrees to enter into services contracts or engagements

with the appointed employee or staff for the according their services.
The Builder upon request hereby confirms to provide the
investor/indenting buyer a copy such contract entered between the
Builder and their designated staff, during the Term of this Agreement.

29.The builder shall not create any third-party interest which could
hamper the investment of the investor in the project or units without
written permission of the investor.

Page 17 of 45
30.That the builder shall not pledge, transfer, mortgage the units allotted
to the investor/intending buyer or shall not create any further
mortgage land without written approval of the investor.

31.The builder shall not substantially transfer the assets of the company
and shall not substantially change the share holding pattern in
decreasing manner of the company and further shall not guarantee
the assets of the company including the land, property, units in any
manner which is adverse to the interest of the intending buyer.

Article IX
RESERVE AREA

1. The builder agree that the units as mentioned in Annexure A shall

be bought back from the buyer in terms of the present agreement
and also as per the terms of the annexures/schedules.

Article X
BUY BACK

1. The Builder shall buy back/repurchase the units sold for the
securing the payment of the investor during the term or at the time
of expiry of the present agreement at the buyback price as
mentioned in schedule III.

2. The builder, at his own cost and expenses, shall have the right to
sell the units sold the investor to any third party at any price over
and above the repurchase/buy back price as mentioned in the
schedule III provided that the builder shall without any delay make

Page 18 of 45
 the payment received from any third party against the booking, sale
etc. of the units mentioned in schedule I to the investor.

3. In case the units are sold to any third party over and above the
buyback price the builder shall have the right to keep and utilize
the excess amount.

4. The builder shall option to make the payment for repurchase of the
units before the expiry of the term of the agreement.

5. The cost/expenses incurred for any repurchase/buyback shall be

borne by the builder.

6. Any documentation fee including but not limited to lawyer’s fee,

stamp duty, stamps shall be paid by the builder.

Article XI
SURVEIL

1. The investor shall have a right to appoint any person whether

natural or artificial as agent(s) to surveil the progress of the
development/construction of the project.

2. The surveil agent shall monitor and verify the sale in the project.

3. The surveil agent shall monitor and supervise the construction

cost incurred in the project and examine the monthly, quarterly
construction budget and advice the investor on the same.

4. The Surveil agent shall monitor the progress of the construction of

the project; and Coordinate with the investor for valuation of the

Page 19 of 45
 project and shall also advice on substitution/replacement of the
designated valuer.

5. The surveil agent shall also be authorized to inspect the

site/project and also do all the acts and deeds as mutually agreed
between the parties.

6. The investor shall have the right to review the business plan and
project cost at any time and shall have the right to make
amendments, modifications etc. after such review.

7. The builder shall not alter, amend, revise the business plan and/or
project cost without prior consent of the investor in case the same
is adverse to the interest of the investor.

Article XII
TERM, TERMINATION AND RENEWAL

1. Effective Date: The effective date of this Agreement is ____ day of

_________, 20___ or the day when the agreement is executed
between the parties

2. Term: The Initial Term of this Agreement shall be 2 (Two) years

from the Effective Date. If the builder manages to pay Rs.
5,00,00,000/- (Rupees Five Crores) or more within 15 months then
the builder shall be entitled for an extension of 6 months i.e. total
repayment period which earlier was 24 months shall increase to 30
months. This Agreement shall terminate:

2.1.On the expiry of the Term;

Page 20 of 45
 2.1.1.Upon arriving at mutual consensus after service of 90
(Ninety) days advance notice by either Party given that the
builder has repurchased/bought back the units allotted to
the investor/intending buyer at the repurchase price as
agreed between the parties vide present agreement.

3. On the occurrence of any of the following events which shall be

treated as fundamental breach of this Agreement:

3.1.In the event of a breach by the Builder of any provisions of

this Agreement and subsequent failure to remedy the breach
within fifteen (15) days of having been notified by the Investor;

3.2.Failure to make any payments under this Agreement;

3.3.Any assignment or disposal of the project or the Location by the

Builder to any third party;

3.4.If the Builder fails to operate the business to achieve the standard
of competence required by the within the period of 12 months from
the date of execution of this Agreement.

3.5.Any deviation from the applicable laws;

3.6.If the Builder engages in any conduct prejudicial adverse to the

investors interest;

3.7.Breach of any terms of this agreement by the builder.

3.8.If the Builder goes into either compulsory or voluntary liquidation

(except for the purpose of reconstruction or amalgamation) or if a
receiver is appointed in respect of the whole or any part of its

Page 21 of 45
 assets or if the Builder makes assignment for the benefit of its
creditors generally or threatens to do any of these things or any
judgment is made against the Builder or any similar occurrence in
any jurisdiction that affects the Builder in any manner mentioned
above,

3.9.If any material change occurs in the management or control of the

Builder particularly any change of directors or shareholders

3.10.If the Builder becomes bankrupt, insolvent, ceases transaction of

business, commits any act of bankruptcy, re-organization,
composition, or arrangement, or dissolves its business, this
Agreement may be immediately terminated by the Investor.

3.11.It is specifically agreed and understood by the Builder that the

notice of default is not mandatory for termination of this
Agreement and shall not be construed to mean that the Agreement
cannot be terminated forthwith.

4. Right of Renewal: At the end of the initial Term, this Agreement may

be renewed for a further period of 1 (One) year on such terms and

conditions as may be mutually agreed between the Parties to this
Agreement at the end of the Term of the Agreement.

5. The Builder shall give a written notice of his intention to renew the

Agreement at least three (3) months prior to the expiry of the initial
Term of this Agreement explicitly mentioning the reasons to do so.

6. Such renewal shall be at the will/consent of the investor.

Page 22 of 45
 ARTICLE XIII
RIGHT TO ACQUIRE

1. The buyer shall have right, at the sole discretion of the investor, to
acquire the reserved area at any time.

2. The right to acquire may be intimated to the builder by the buyer by

giving three months written notice to the builder.

3. The builder undertakes to forthwith transfer the said units in the

form of in favor of the buyer or any person/legal entity whether
natural or artificial as nominated by the investor.

4. The cost/expenses of such acquisition/transfer of title shall be borne

by the investor.

5. In case of any request is made by the investor to acquire the said

reserved area in the form of preferential units, the builder shall not
charge any amount, under any heading or nomenclature, whatsoever
exceeding the amount as mentioned in schedule II.

Article XIV
DEFAULT INTEREST

1. In case of default by the buyer in making the payment for

buyback/repurchase of the units or reserved area or for any delay in
transfer of the said reserved area in the form of preferential units, and
interest at the rate 2% shall be payable by the builder to the investor
for the period of default on the buyback price of the units in case the
builder does not construct the project and in case the execution of the
project seems extended to indefinite period. The said interest shall be

Page 23 of 45
 over and above the applicable interest rate and also shall be
independent and over and above any other liability of the builder
towards the investor.

Article XV
EFFECT OF TERMINATION

Upon termination of this Agreement for any of the reasons mentioned

above the Builder shall:

1. immediately prepare the documents for repurchase/buyback of

the units as mentioned in schedule I from the investor/intending
buyer.

2. make the payment by repurchasing/buying the units from the

investor/intending buyer at the repurchase price as mentioned in
schedule II; however, the builder shall not be relieved of any of the
obligations under the present agreement in case of termination of
the present agreement until the payment of the investor is made
by the builder

3. have the obligation to tender payment of all outstanding

Consideration due and payable in accordance hereunder.

4. execute such documents of severance and cessation as may be

desired by investor.

5. prepare the ledger of the amount to be receivable by the investor

including default interest and forthwith make the payment of the

Page 24 of 45
 investor as per the buyback price of the saleable area reserved to
secure payment of the investor.

6. In the event the investor does not elect to exercise its option to
acquire the lease or sublease of the units agreed to be sold to the
investor to secure the payment of the investor, the builder shall
forthwith make the payment of the investor at the rate as
mentioned in the Schedule III irrespective of the market price of
the units/area at that point of time. In the event the Builder fails
or refuses to comply with the requirements of the present clause
the Investor shall be allotted 10% more area over and above the as
mentioned in article IX as preferential units in favor of the
investor without any extra cost or amount.

7. The investor shall retain the right to enter upon the land where the
project is being constructed until and unless the obligations of
the builder are not fulfilled in favor of the investor, without being
guilty of trespass or any other tort, for the purpose of making or
causing to take over the reserved area in the form of preferential
units whether residential or commercial, at the expense of the
Builder, which expense the Builder agrees to pay upon demand.

Article XVI
ACCOUNTING AND RECORDS

1. To enable the Builder and the investor to best ascertain their

contractual relation and maintain an economical method, the

Page 25 of 45
 Builder agrees to keep and preserve at its cost during the Term,
and 3 years after termination, of the execution of the present
agreement, full, complete, and accurate books of accounts.

2. The builder shall also provide a copy of all the financial records to
the Investor through electronic means.

3. The Builder shall submit to the Investor such periodic reports,

forms and records, at its sole cost and in the manner and at the
time as specified by the Investor.

4. The investor representatives shall have the right at any time to

inspect and verify the Builder's books, records, and cash control
devices.

5. The Builder shall preserve all such accounts and records for not
less than three (3) years notwithstanding the expiry or termination
of this Agreement for whatsoever reason.

Article XVII
INSPECTION

1. The Builder shall permit personnel and agents of the Investor

during normal hours of business to inspect and observe the
builder’s business location.

2. The Investor and its personnel and agents shall have the right to
inspect the office of the builder, the books of accounts, records,
finance and accounting systems.

Page 26 of 45
 3. That the Investor reserves the right to do stock/inventory audits in
the project as and when deemed appropriate. The buyer will
similarly have the rights to check the operational aspects and to
see whether the Project is running or being constructed in efficient
manner.

4. The Investor shall have the right to do mystery check as well as to

inspect the project any time during the working hours.

Article XVIII
ASSIGNMENT OF RIGHTS

1. The Builder shall not assign or purport to assign or otherwise deal

with any of its rights and obligations hereunder or transfer such
rights and obligations hereunder to any third party, except with the
express prior written consent of Investor. Any violation of the present
clause shall be treated as material breach of the terms and conditions
and the present Agreement is liable to be terminated forthwith on this
ground alone and the Builder shall be liable to pay compensation
against the damages caused along with the other remedy available
under the course of law.

2. However, the consent of the Builder shall not be required by the

Investor to assign the benefits or obligations of this Agreement to an
affiliate or third party.

Article XIX
INDEMNITY

Page 27 of 45
1. The Builder hereby indemnifies, hold harmless and undertakes to
defend and compensate the Investor, its promoters, directors,
affiliates, agents, employees etc. against any claim, damages,
costs, expenses by a third party including but not limited to
statutory authority(ies), which may, directly or indirectly, be
incurred or suffered by the investor and which arise out of or
result from:
i. infringement of any third party’s rights by the Builder.
ii. taxes/charges/cess/levies (interest or penalties assessed thereon)
against Investor that are obligations of the Builder under the
applicable laws or any other laws;
iii. any breach of any warranties, obligations, covenants or
agreement of the Builder contained in this Agreement;
iv. any claim by government regulators or agencies for fines,
penalties, sanctions or other remedies arising from or in
connection with the Builder’s failure to comply with its regulatory
/ legal requirements and compliances.
v. Any claim on account of breach of confidentiality and security of
data occurring as a result of acts of omissions or commission of
the Builder, its employees or agent.
vi. any claim arising on account of misuse or negligent application,
misuse of systems, failure to follow established procedure by the
Builder or its employee or its agent.
vii. Any third party claim against the builder

2. The Builder, directors hereby unequivocally undertake to jointly

and severally indemnify, defend and agree to hold Investor
including each and all promoters, directors, employees of Investor

Page 28 of 45
 harmless against each and all losses, liabilities, punitive measures,
penalties, damages, claims, actions, proceedings, cost and
expenses, including reasonable attorney’s fees and disbursements
in connection therewith, asserted or claimed against or incurred by
Investor which may arise out of or result from or payable on
account of the Builder failing to comply with the terms and
conditions as mentioned in this Agreement.

3. The Builder further undertakes to indemnify the Investor for any

loss, damages, compensation, expenses incurred to the Investor
due to the acts/omissions on the part of the builder.

Article XX
CONFIDENTIALITY

1. The parties undertake and agrees to regard and preserve as

confidential, all Confidential Information of the each other, which
may be obtained by the parties from any source as a result of this
Agreement. In maintaining confidentiality hereunder, the parties
agree that it shall not disclose or make available or divulge to its
affiliates, any third party, person, firm or enterprise or reproduce
or transmit, or use (directly or indirectly) for its own benefit or the
benefit of others or otherwise, any Confidential Information of the
each other.

2. The parties acknowledge the exclusive right of the parties to the

proprietary right of its information and agree that nothing in this
agreement shall be construed as giving rise to any right of lien or

Page 29 of 45
 set off by any parties on the proprietary right on the information of
the other half.

3. The parties agree to implement appropriate measures designed to

ensure the security and confidentiality of Confidential Information,
to protect such information against any anticipated threats or
hazards to the security or integrity of such information, and to
protect against unauthorized access to, or use of, Confidential
Information that could result in substantial harm or inconvenience
to the parties or any customer or any of its subsidiaries, affiliates.

4. The parties further agrees to cause all its employee, agents,

representatives, or any other party to whom the parties may
provide access to or disclose Confidential Information to implement
appropriate measures designed to meet the objectives set forth in
this Article; and the builder shall provide the investor copies of
audits and test result information sufficient to assure the Investor
that the security measures implemented are consistent with this
article.

5. Notwithstanding the other provisions of this paragraph, neither

Party shall be prevented from disclosing Confidential Information:
(i) that, at the time of disclosure, was in the public domain, (ii) that
was lawfully disclosed on a non-confidential basis by a third party
who is not bound by a confidentiality agreement with either Party,
(iii) that is disclosed with the Parties’ prior written approval or (iv)
to the recipient Party’s attorney, auditors, insurers and employees
who have a need to access such confidential information in

Page 30 of 45
 connection with their employment (or engagement, if applicable) by
the recipient Party; (v) that is in response to valid legal process,
whether issued by a court or administrative or regulatory body. If
confidential information is required to be disclosed pursuant to a
requirement of a legal process, the Party required to disclose the
confidential information, to the extent possible, shall provide the
other Party with timely prior notice of such requirement and shall
coordinate with such other Party in an effort to limit the nature
and scope of such required disclosure.

6. The terms and conditions of the present Agreement shall be

treated as confidential information and neither the execution of
this Agreement nor its terms shall be disclosed to any other person
by either of the Parties without prior written consent of the other
Party unless disclosure is required by applicable law or laws of
India and disclosure shall then only be made (i) after the disclosing
Party has taken reasonable steps to consult with the other Party
as to the terms of disclosure, and (ii) only to the person or persons
and in the matter required by law or the relevant stock exchanges
or other regulatory authorities or as otherwise agreed between the
Parties.

Article XXI
REPRESENTATIONS AND WARRANTIES
1. The Builder represents and warrants in relation to itself to the
Investor that:

Page 31 of 45
i. it has all requisite corporate power and authority to execute,
deliver and perform its obligations under this Agreement and any
and all of its obligations hereunder.

ii. it has all necessary statutory and regulatory permissions,

approvals, consents and permits for commencing, running and
operation for conduct of its business, more particularly for the
obligations as provided for in this Agreement.

iii. it will provide such cooperation as Investor reasonably requests

in order to give full effect to the provisions of this Agreement.

iv. the execution and performance of this Agreement by the Builder

does not and shall not violate any provision of any existing
Agreement with any Party.

v. it has the requisite expertise, experience, infrastructure,

manpower, mobility and communication modes required to
efficiently perform the obligations under the present Agreement.

vi. it will perform its obligations under this Agreement in compliance

with all applicable and enforceable laws, ordinances and
regulations and will obtain and maintain in full force and effect,
any permissions, permits, licenses, consents, approvals and
authorizations necessary for the performance of its obligations
hereunder. The Builder understands that taking all permissions,
approval, registration, and consent from concerned government

Page 32 of 45
 authorities, departments etc. are sole responsibility of the
Builder.

vii. it confirms that there is no investigation, arbitration,

litigation, whether civil or criminal, or any other proceedings
pending or threatened against the Builder or its directors or the
project at the instance of any third party and there are no
outstanding court orders, court decrees, attachment orders or
prohibitory orders or court stipulations to which the Builder is a
party, by which any restriction has been placed upon the Builder
or the project for the performance of its obligations under present
Agreement or may affect the performance of the present
agreement.

viii. it specifically represents and warrants that the Builder is not

employing any pirated or unauthorized Software of any
description for any purposes whatsoever and or is not in violation
of Intellectual Property Rights of any third party.

ix. neither this Agreement nor any annexure hereto, contains any
untrue statement of a material fact or omits to state a material
fact necessary to make the statements herein or therein not
misleading. There is no fact which materially and adversely
affects or may affect in the future, so far as now can be
reasonably foreseen, the business, condition (financial or
otherwise), properties, operations or prospects of the Builder
which has not been set forth herein.

Page 33 of 45
 Article XXII
ENTIRE AGREEMENT
1. This Agreement sets forth the entire Agreement and understanding
between the Parties as to the subject-matter of this Agreement and
amalgamates all prior discussions between them and neither of the
parties shall be bound by any conditions, definitions, warranties or
representations with respect to the subject matter of this
Agreement other than as expressly provided in this Agreement as
duly set forth.

Article XXIII
INSURANCE
1. On or before the Effective Date or within 30 days thereafter, the
builder shall procure property damage (“Builder’s Risk”) insurance
for the Project with limits, deductibles, terms and conditions in
accordance with industry practice, acceptable to the investor. The
insurance shall provided coverage for full replacement value on an
“all-risk” basis, except for the perils normally sub limited on an
aggregate basis including Flood, Earthquake and
Pollution/Hazardous Material Clean Up, third party claims etc.

2. The Builder’s Risk insurance shall include as additional insureds

the interest of the investor, Financing Parties, Financing Parties’
agents, Contractor, design consultants, Subcontractors and
suppliers of every tier, and Builder Indemnified Parties, each of
whom is deemed to have an insurable interest.

Page 34 of 45
3. Such insurance shall be written on a Builder’s Risk “all-risk” or
open peril or special causes of loss policy form that shall at least
include insurance for physical loss or damage to the Work,
temporary buildings, Work in transit including inland transit, and
Work in storage at the project Site or at another location, and shall
insure against at least the following perils: fire, lightning, extended
coverage, theft, vandalism and malicious mischief, earthquake,
collapse, debris removal, demolition occasioned by enforcement of
Applicable Laws, water damage, flood, and damage caused by frost
and freezing.

4. That the builder shall make all the arrangements at his own risk
and cost to safe guard the project, material, employees so as to
avoid any loss or damage to the project.

Article XXIV
FORCE MAJEURE
1. Except as provided herein, no Party shall be liable to the other for
any delay in the performance or any non-performance of any of its
obligations under the present Agreement (and shall not be liable
for any loss or damages caused thereby), where the same is
occasioned by any cause, which is beyond control of the Parties to
the present Agreement including but not limited to an Act of God;
such as flood, lightning, earthquake, fire, epidemic, explosion,
inundation, sabotage, equipment failure as a result of an event of
Force Majeure, civil disturbance and war which prohibits
performance of the obligations hereunder.

Page 35 of 45
2. In event of occurrence of any event as mentioned in this article, the
Party claiming Force Majeure shall use all reasonable efforts to
continue to partially perform its obligations hereunder, as far as
possible and to mitigate the effect of such event of Force Majeure
expeditiously and diligently.

3. Upon happening of any event as mentioned in this article, Parties

may agree to suspend performance of obligations hereunder for a
reasonable period as agreed between the Parties, if in opinion of
both the Parties in spite of reasonable efforts, obligations of
respective Party cannot be fulfilled. Upon cessation of the event of
Force Majeure, within seven (7) days of cessation of the effect of
Force Majeure, Party claiming Force Majeure shall serve upon
other Party with mandatory notice of the cessation of the event of
Force Majeure and shall promptly thereupon resume performance
hereunder.

4. The Party claiming Force Majeure shall not be relieve of its

obligations to comply with the local laws / applicable laws or its
obligations to make any payment for performance rendered prior to
period of Force Majeure or partial performance during periods of
Force Majeure or thereafter. The act of government whether
central, state or local bodies or any act of court shall not be treated
as an event under the definition of force majeure.

Article XXV
WAIVER

Page 36 of 45
1. Failure to enforce compliance with any term or condition of this
Agreement shall not constitute a waiver of such term or condition
of this Agreement or the right to subsequently enforce such term
or condition in the future. No waiver, by either Party, of any
provision of this Agreement shall, in any event, become effective
unless the same shall be in writing and such waiver shall be
effective only in the specific instance described and for the purpose
for which the waiver is given.

Article XXVI
SEVERABILITY

1. If any provision of this Agreement is invalid or unenforceable or

prohibited by the applicable law of the land, this Agreement shall
be considered divisible and its remainder/balance shall remain in
effect, be valid, binding and of the like effect as if such invalid
provision had not been included herein in the first place.

Article XXVII
NOTICES
1. Any notice, request or other communication required to be given
under this Agreement must be in writing and be served
personally or mailed to the other Party by registered post as well
as electronic means, addressed to the Parties at their respective
addresses that each Party shall provide to the other in writing.

Page 37 of 45
2. Any notice or other communication as above shall be deemed
given and received on the date of delivery or on the 5 th Business
day following the day of mailing of the same by prepaid
registered mail or by courier delivery service with return receipt
or email requested to the party to be notified at the addresses
set forth hereinbefore.

Article XXVIII
ACKNOWLEDGEMENT BY THE BUILDER
The Builder specifically acknowledges that:
1. The Builder has sought its independent legal advice prior to the
signing of this Agreement and has not relied only on promises,
representations or Agreements about the Investor or the system
not expressly contained in this Agreement in making its
decision to sign this Agreement. The Investor and its
representatives have not made any promises, representations or
Agreements, oral or written, except as expressly contained in
this Agreement.

2. The Builder has conducted an independent investigation of the

business being Franchised hereunder and recognizes that the
business venture contemplated under this Agreement involves
business risk and that its success will be largely dependent
upon the ability of the Builder as an independent business. The
Investor disclaims the making of and the Builder acknowledges
that the Builder has not received any warranty or guarantee,
express or implied as to the potential volume, profits or success
of the business venture contemplated by this Agreement.

Page 38 of 45
3. The Builder has received a copy this Agreement seven (7) days
prior to the signing of this Agreement.
4. The Builder has read and clearly understood this Agreement
and had ample opportunity to consult with an attorney and
other business advisors of the Builder’s own choosing about the
potential benefits and risks of entering into this Agreement.

Article XXIX
NON-COMPETE & NON-CIRCUMVENT

1. The parties specifically agrees, covenants and undertakes that

the parties shall not, either directly or through any agent,
employee or person including any family member, affiliate,
company, corporation, partnership, joint venture, trust, society
or other unincorporated body which is, or shall be, wholly or
substantially, owned or controlled by the parties or license has
controlling interest, during the subsistence of the Term hereof
and for 1 years after the termination, engage, directly or
indirectly: compete with each other or solicit any employees
of each other or encourage any person who is an employee of
the other party to leave the services or employment of the party,
as the case may be; or

Article XXX
APPLICABLE LAW AND SETTLEMENT OF DISPUTES

1. This Agreement and the rights and obligations of the parties

hereunder shall be construed and interpreted in accordance

Page 39 of 45
 with Indian Substantive and Procedural law, applicable to
Agreements made and to be performed entirely therein.

2. The Parties shall attempt in good faith to resolve any dispute,

difference or claim arising out of or in relation to this Agreement
through mutual discussion. In case it is not resolved within
thirty (30) days from receipt of the written notice (setting out
the dispute or claim) by the other party, the complaining party
may issue a notice of reference, invoking settlement of such
dispute through Arbitration.

3. All disputes between Parties shall be subject to jurisdiction of

either The Hon’ble Delhi High court only.

4. Arbitration: Any and all disputes ("Disputes") arising out of or in

relation to or in connection with this Agreement between the
Parties or relating to the performance or non-performance of the
rights and obligations set forth herein or the breach,
termination, invalidity or interpretation thereof shall be referred
for arbitration in New Delhi, India in accordance with the terms
of Indian Arbitration and Conciliation Act, 1996 or any
amendments thereof.

5. The parties agree that the fee of the Arbitrator shall be borne by
both parties in equal share.

6. The language used in the arbitral proceedings shall be English.

Arbitration shall be referred to a sole arbitrator, who shall be

Page 40 of 45
 appointed by the Hon’ble High court of Delhi. The parties agree
that the arbitration shall be a fast track i.e. the parties herein
waive any right of applicability of the Evidence act and the
entire Arbitration proceedings may be concluded by the Sole
arbitrator within 12 months of initiation. The arbitral award
shall be in writing and shall be final and binding on each Party
and shall be enforceable in any court of competent jurisdiction.

IN WITNESS WHEREOF the Parties hereto have caused this

Agreement to be executed on the day year first above written.

INTENDING SELLER / BUILDER

Signature Please affix

photograph
(Authorized Signatory) and
Name – Sh. Harshad Lalit Mote
sign
(PARADISE INFRASTRUCTURE)

Address – 22, Mehar Prasad

Market, Central Bazar Road,
Ramdas Peth, Nagpur 440010

Page 41 of 45
INTENDING BUYER / INVESTOR
Please affix
photograph
Signature and
(Authorized Signatory)
sign
Name – Sh. Abbas Arsiwala across

(PYRA SQUARE PVT. LTD.)

Address – 1110, Logix Office

Tower, Sector 32, Noida City
Centre, Noida,
Uttar Pradesh 201301

At on 30th September, 2020 in the presence of:

WITNESSES:

1.Signature
Name
Address

2.Signature
Name
Address

3.Signature
Name
Address

Page 42 of 45
 SCHEDULE I
Purchase/allotment price

Reserved Area/units Price

As per Annexure A As per schedule I

The entire price of the said units have been paid and the parties
acknowledge the receipt of the same.

Page 43 of 45
 SCHEDULE II
Purchase/allotment price

Reserved Area/units Price

As per Annexure A Rs. __________/- per sq Ft.
(excluding GST)

The area agreed to sell to the investor to secure the buyback payment of
the investor shall be allotted as preferential units as per the terms of the
agreement and same is _______________ Sq Ft. in total subject to the
terms and conditions of the Guaranteed buy back agreement.

Page 44 of 45
 SCHEDULE III
Repurchase/Buy Back Price

Reserved Area/units Price

As per Annexure A Rs. _______/- per sq Ft. (excluding

GST)

The reserved area shall be bought back by the builder from the investor
at the price as mentioned herein at the expiry of the agreement or any
day prior thereto.

Page 45 of 45