DEED OF INDEMNITY

This Deed of Indemnity (“Indemnity Deed”) is made and executed on this _______ day
of May, 2018 (“Effective Date”) at Hyderabad; by and between:

TEPSOL PROJECTS PRIVATE LIMITED, a company incorporated under the

provisions of the Companies Act, 2013 and having its registered office located at 8-2-
120/115/14, # 408, 409 & 406, 4 th Floor, Shangrila Plaza Plot #14, Road No# 2,Opp:
KBR Park, Banjara Hills Hyderabad TG 500034 IN, represented by its Director Mr.
Sandip Agarwal, (hereinafter referred to as the “Purchaser”), which expression shall
mean and include all its legal heirs/representatives, successors, nominees, agents and
assignees of the FIRST PART;

And

Mr._______, S/o Mr. ______, aged about ______ years, permanent resident of _________
(Hereinafter referred to as the “Seller”), which expression shall mean and include all
his legal heirs/representatives, successors, nominees, agents and assignees of
SECOND PART.
The Purchaser and the Seller are hereinafter collectively referred to as the "Parties"
and individually referred to as the "Party".

WHEREAS

A. The Purchaser is engaged in the business of developing infrastructure projects

across India.

B. The Seller submits that he is the rightful owner of the land parcel and
possesses the legal title over the land parcel, which is intended to be sold to
the Purchaser, as executed under the Sale deed dated _____________

C. The Purchaser has expressed keen interest in acquiring the suitable land
parcel to buy, directly or through an affiliate entity on the conditions as
mentioned in the Sale Deed executed between the Parties. The Seller is under
process to transfer his/her interest in the Immovable Property “(Scheduled
Property”) (hereinafter defined in Schedule I) to the Purchaser.

D. In pursuant to the aforesaid, the Parties are desirous of executing this Deed to
keep the Purchaser indemnified from any loss/s or damage incurring from any
claims arising from the Scheduled Property.

E. The Parties have agreed to reduce into writing the detailed terms and
conditions governing the procurement of land/s, being these presents.

All capitalized terms used but not defined, herein shall have the respective
meanings prescribed to them in the context generally or specifically mentioned
herein or in the Sale Deed and/or arising out thereto.

NOW THIS DEED WITNESSETH AS FOLLOWS:

1. INDEMNITY

1.1 The Seller agrees and undertakes that:

(a) That in pursuance of this Indemnity Deed, the Seller hereby covenants with the
Purchaser that it shall at all times hereafter indemnify and keep indemnified
the Purchaser against all claims, demands, actions, proceedings, losses,
damages, costs, charges and expenses which may be brought or commenced
against the Purchaser or which the Purchaser may or may have to incur or may
have to suffer as a result, direct or indirect, for non-production by the Seller of
the title deeds in respect of the Scheduled Property.

Page | 2
(b) In the event that Purchaser hereto shall sustain or incur any
Losses/Indemnified Amount in respect of which indemnification may be sought
pursuant to this Deed, the Purchaser shall assert a claim for indemnification by
giving written notice thereof (“Claim Notice”) against/to the Seller and invoke
its rights under this Deed, which shall describe in reasonable detail the facts
and circumstances upon which the asserted claim for indemnification is
based. Provided that failure of the Purchaser to give the prior and prompt notice
as provided herein shall not relieve the Seller of any of its obligations
hereunder.

(c) Upon the receipt of such Claim Notice, the Seller shall have the right to
undertake (at their own expense), by counsel or representatives of its own
choice, good faith defense, compromise or settlement to be undertaken on
behalf of the Purchaser and shall keep the Purchaser reasonably informed with
respect thereto.

1.2 The indemnity furnished hereunder shall be of a continuing nature and shall
not be revoked in any instance.

2. REPRESENTATIONS AND WARRANTIES

The Seller represents and warrants to the Purchaser as of the date of this Deed
that:

(a) The Seller is domiciled and resident for tax and regulatory purposes in
India and has the capacity to contract under the laws of India.
(b) the Seller is empowered and authorized to enter into this Deed and has
taken all necessary action for the execution and performance of this
Deed.

(c) the Seller has validly executed and delivered the Deed and the same
constitutes legal, valid and binding obligations of the Seller in
accordance with the terms hereof.

(d) The execution, delivery and performance of this Deed and all instruments
and agreements required hereunder do not and would not contravene,
violate or constitute a default under (i) any provision of any agreement or
other instrument to which Seller is a party or by which any of the Seller
or any of its assets are or may be bound; (ii) any treaty or, Applicable
Law applicable to any of the Seller; or (iii) any judgment, injunction,
order or decree binding upon the Seller or any of its assets.

(e) The Seller has no immunity in respect of this Deed and the waiver of
immunity by the Seller herein is legal, valid, binding and enforceable and

Page | 3
 Seller is not entitled to claim for itself or any of its assets any right of
immunity from suit, execution, attachment prior to judgment,
attachment in aid of execution or any other legal process with respect to
its obligations under the Deed in any jurisdiction.

(f) All information communicated to or supplied by or on behalf of the Seller

to the Purchaser from time to time are true and fair/true, correct and
complete in all respects as on the date on which it was communicated or
supplied.

(g) The execution or entering into by the Seller of this Deed and the
performance of its obligations under this Deed shall constitute, private
and commercial acts done and performed for private and commercial
purposes.

3. Notices

5.1 The notices (including Claim Notice) or any other communication amongst the
Parties under this Deed shall be in writing and shall be sent at the following
addresses of the Parties:

Purchaser: TEPSOL PROJECTS PRIVATE LIMITED

Represented by Mr. Sandip Agarwal
Address : 8-2-120/115/14, # 408, 409 & 406, 4th Floor, Shangrila
Plaza Plot #14, Road No# 2,Opp: KBR Park, Banjara Hills
Hyderabad TG 500034
Phone : 9899278613

Seller: Mr.
Address :
Phone :

5.2 All notices (including Claim Notice) or any communications under this Deed
shall be effective (i) if sent by fax, when sent (on receipt of a
confirmation/receipt from the fax number); (ii) if sent by hand delivery by a
person, when delivered; (iii) if sent by courier three (3) Business Days after
deposit with a courier; and (iv) if sent by registered post when the registered
letter would, in the ordinary course of post, be delivered whether actually
delivered or not.

4. GOVERNING LAW AND JURISDICTION

4.1 This Deed shall be governed by and construed in accordance with Indian law.

Page | 4
4.2 The Parties agree that the courts and tribunals in Hyderabad shall have
exclusive jurisdiction to settle any disputes which may arise out of or in
connection with this Deed and that accordingly any suit, action or proceedings
(“Proceedings”) arising out of or in connection with this Deed may be brought
in such courts or the tribunals and the Deed irrevocably submits to and accepts
for itself and in respect of its property, generally and unconditionally, the
jurisdiction of those courts or tribunals.

4.3 The Parties hereby consents generally in respect of any Proceedings arising out
of or in connection with this Deed to the giving of any relief or the issue of any
process in connection with such Proceedings including, without limitation, the
making, enforcement or execution against any property whatsoever (irrespective
of its use or intended use) of any order or judgment which may be made or
given in such Proceedings.

5. AMENDMENT

Any amendment to or waiver of or consent given under any provision of this

Deed shall be in writing and signed by all the Parties hereto.

6. ASSIGNMENT AND TRANSFER

Neither this Deed nor any of the rights, obligations hereinafter shall be assigned
by the Seller without the prior written consent of the Purchaser.

7. SEVERABILITY

Any provision of this Deed, which is prohibited or unenforceable in any

jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of
prohibition or unenforceability but shall not invalidate the remaining provisions
of this Deed or affect such provision in any other jurisdiction.

8. SPECIFIC PERFORMANCE

The Seller acknowledges and agree that the terms of this Deed may be enforced
against them by specific performance and that damages may not be an
adequate remedy for the breach of any of the provisions of this Deed.

9. SAVINGS OF RIGHTS; REMEDIES AND WAIVERS

No course of dealing and no failure or delay by the Seller in exercising, in whole

or in part, any power, remedy, discretion, authority or other right under this
Deed or any other agreement shall waive or impair, or be construed to be a
waiver of or an acquiescence in, such or any other power, remedy, discretion,

Page | 5
 authority or right under this Deed, or in any manner preclude its additional or
future exercise; nor shall the action of the Seller with respect to any default, or
any acquiescence by it therein, affect or impair any right, power or remedy of
the Purchaser’s with respect to any other default. The rights and remedies
provided for herein are cumulative and additional to and not exclusive of or in
substitution for any rights or remedies arising by operation of law or otherwise.

IN WITNESS WHEREOF the Parties have caused this Deed to be executed on the day,
month and year first hereinabove written.

SIGNED AND DELIVERED BY THE PURCHASER

(Purchaser)

_________________________

SIGNED AND DELIVERED BY THE SELLER

(Seller)

_________________________

Page | 6
 SCHEDULE I

DETAILS OF SCHEDULED PROPERTY

Page | 7