AGREEMENT TO SELL

This AGREEMENT TO SELL is made at Gurgaon on this 1st June 2025.

Between

(Hereinafter referred to as the “FIRST PARTY”) which expression shall include his successors, heirs,
legal representatives, executors, administrators, nominee/s assigns of the ONE PART.

AND

(Hereinafter referred as the “SECOND PARTY”) which expression shall unless excluded by or
repugnant to the subject or context meant and include his successors, heirs, legal representatives,
executors, administrators, nominee/s assigns of the SECOND PART.

WHEREAS the FIRST PARTY is the sole and exclusive rightful Owner of Conveyance Deed.
(Hereinafter referred to as the said “PROPERTY”).

NOW THIS AGREEMENT WITNESSETH AS UNDER: -

1. The FIRST PARTY have agreed to sell the Said Property along with everything that
forms part of the Said Property to the SECOND PARTY for a Total Sales Consideration
sum of amount Rs. 31699000/- (Rupees Three Crore Sixteen Lakh Ninety Nine
Thousand Only) as an all-inclusive for Said Property.

2. That the SECOND PARTY has paid to the FIRST PARTY a sum of Rs____________/-
(_______________________________________) as an advance in the following
mode:-

CHEQUE DATED AMOUNT BANK IN FAVOUR OF

NO. / CASH (RS.)
3. The balance amount of Rs.
__________________________________________________________shall be
th
payable by the SECOND PARTY to the FIRST PARTY, within 60 days (30 July 2025)
from the date of signing this Agreement, with an additional grace period of 7
working days. In case of non-adherence to this period even after the grace period,
the Agreement shall stand null and void, subject to the terms of Clause 7 and 8.

4. The TOTAL CONSIDERATION is subject to TDS (Tax Deducted at Source) being

deducted as per the provisions of Income Tax Act 1961. The SECOND PARTY shall
deposit the same in the designated account under the respective FIRST PARTY's
PANs and shall submit proof of such payout by issuing a Challan / TDS certificate for
the same to the FIRST PARTY on or before the execution of the Sale Deed.

5. Any amendment or alteration to this Agreement to Sell can be made only in writing
by the mutual consent of all Parties. A separate amendment sheet to the Agreement
to Sell shall be attached as and when any amendment shall be carried out signed by
both the Parties before the registration of Sales is executed. Verbal amendment(s)
shall not be acceptable in any circumstances whatsoever.

6. That the SECOND PARTY has verified scanned/Original copies of all the
tile/ownership documents, records and approvals pertaining to the said Property
and is satisfied that the title is clean, marketable, and unencumbered.

7. That in case the FIRST PARTY is unable to execute the Sale Deed of the said Property
in favour of the SECOND PARTY within the stipulated time for any reason not
attributable to the SECOND PARTY, the FIRST PARTY shall be liable to pay double the
amount of advance/earnest money through RTGS to the FIRST PARTY within 15
working days from the date the default is established or the Sale Deed fails due to
seller’s non-performance whichever is earlier.

8. That in case the SECOND PARTY fails to make payment of the balance consideration
of Rs. 31699000/- (Rupees Three Crore Sixteen Lakh Ninety Nine Thousand Only)
to the FIRST PARTY, within the above specified period (including grace period) as per
Clause 3, the Earnest and/or Advance Money tendered by SECOND PARTY, Shall be
forfeited by the FIRST PARTY and this Agreement to Sell shall stand revoked,
terminated, and cancelled. In such an event, the SECOND PARTY shall not be entitled
to make any claims whatsoever either against the FIRST PARTY or in respect of the
said Property.
9. That the SECOND PARTY is empowered to get the property registered in his name
after making payment of the balance consideration to the FIRST PARTY. The FIRST
PARTY and SECOND PARTY shall be present at the time of registration in the office of
Sub-Registrar, Gurugram, which shall be any mutually agreed date not beyond the
date mentioned in this agreement.
10. That all the expenses in respect of the Registration of Sale Deed in favor of the
SECOND PARTY viz Stamp Duty, Registration Charges or any other miscellaneous
charges shall be borne by the SECOND PARTY only.

11. That the FIRST PARTY shall discharge all the liabilities if any in connection with the
above said Property up to the date of registration of the said Property in the name of
the SECOND PARTY in the records of Sub-Registrar, Gurugram.

12. That the FIRST PARTY hereby confirms that the said Property is free from all
encumbrances, sale, mortgage, loan, dispute, litigation, and gift deed etc. and the
FIRST PARTY shall give the peaceful, clean, vacant, ready-to-use condition and
physical possession of the said Property to the SECOND PARTY at the time of
registration of Sale Deed, subject to payment of the Total Consideration of Rs.
31699000/- (Rupees Three Crore Sixteen Lakh Ninety Nine Thousand Only)
In case the FIRST PARTY fails to hand over possession despite timely full payment
by the SECOND PARTY, a penalty of ₹5000 per day shall be payable to the SECOND
PARTY beyond the grace period

13. That the FIRST PARTY hereby confirms that all the outstanding dues such as
electricity, water, property tax, society maintenance etc. or any other dues
whatsoever against the said Property shall be paid by the FIRST PARTY up-to the date
of registration of the Said Property in the records of Sub-Registrar, Gurugram. The
FIRST PARTY shall obtain and share No Objection Certificate from the Builder/Society
if required before registration.

14. That the photocopies of all the relevant documents (as required for bank loan
purposes) in respect of the title of the Said Property will be handed over by the FIRST
PARTY to the SECOND PARTY at the time of signing the Agreement to Sell.

15. A draft Sale Deed shall be shared by the FIRST PARTY at least 7 days before the
scheduled registration for review and mutual acceptance.

16. That all the original documents of the said Property will be handed over to the
SECOND PARTY by the FIRST PARTY at the time of execution and registration of the
Sale Deed concerning the said Property in records of Sub-Registrar, Gurugram.
 17. That in case any dispute arises between FIRST PARTY and The SECOND PARTY, the
Jurisdiction for any legal proceedings shall be in the courts of Gurugram only.

18. That in case the jurisdictional sub-registrar office is not functioning or is shut owing
to the COVID Pandemic or due to other events that constitute a Force Majeure
event (Force Majeure shall include, without limitation acts of god, fire, explosion,
vandalism, storm or other similar occurrence, orders or acts of military or civil
authority, or by national emergencies, insurrections, riots, or wars, strikes, lock-outs,
or work stoppages) then both FIRST PARTY and SECOND PARTY shall mutually agree
on the next earliest feasible date and document the same in writing

19. The SECOND PARTY reserves the right to conduct independent legal and technical
due diligence. If any material discrepancy is found, the advance shall be fully
refunded.

20. The FIRST PARTY shall indemnify and keep indemnified the SECOND PARTY from and
against any loss, damage, costs, claims, legal disputes, or liabilities arising from any
breach of representation or title defect, including prior mortgage, lien, tax, or legal
non-compliance related to the said Property.

21. Both the First Party and the Second Party hereby agree to contribute 1% each of
the total transaction amount to MEGA REALTY MAX PVT LTD.

IN WITNESS WHEREOF, both the FIRST PARTY and SECOND PARTY have signed this
Agreement in taken of their accepting the terms hereinabove given in the presence of
following witnesses.

WITNESSES:

1. ________________________

2. ________________________