PROPERTY BUYER’S AGREEMENT

This PROPERTY BUYER AGREEMENT along with Annexure (hereinafter referred to as the
'Agreement') is made and signed at Gurugram, Haryana, on this .

BY AND BETWEEN

M/s SANYA INFRASTRUCTURE PVT. LTD. (CIN Number U7010DL2007PTC157249), having

its Office at Plot # 27B, Sector Road, Block - B, Sector – 27, Sushant Lok – I, Gurugram, Haryana -

122002, hereinafter referred to as the "SELLER/VENDOR" (which expression shall, unless repugnant to

the subject or the context, mean and include its successors-in-interest, nominees and assigns) being the

Party of the FIRST PART.

IN FAVOUR OF

, S/o , R/o , hereinafter referred to as

“PURCHASER” (which expression shall, unless repugnant to the subject or the context, mean and
include its successors-in-interest, nominees and assigns) being the Party of the SECOND PART.

Whereas, Sanya Infrastructure Pvt. Ltd., has been vested with absolute and irrevocable rights to develop /
construct commercial complex and do such acts, deeds, and things as required for the such development /
construction and acting as collection agent on behalf of M/s Sanya Hospitality Pvt. Ltd. (CIN Number
U55101DL2007PTC157776), who are absolute owner of the land, as their attorney duly constituted
Attorney vide General Power of Attorney, dated 22nd August 2024

Whereas, the "SELLER/VENDOR" being the Party of the FIRST PART is the promoter and
developer of a project named SANYA WTT situated at Plot # 27B, Sector Road, Block - B, Sector – 27,
Sushant Lok – I, Gurugram, Haryana - 122002.

The "SELLER/VENDOR" is acting through its Authorised Signatory Sh. (Aadhaar No.
), S/o Sh. , duly authorized through
Board Resolution dated .
RECITALS

A. WHEREAS The VENDOR M/s SANYA INFRASTRUCTURE PVT. LTD (CIN Number

U7010DL2007PTC157249) and M/s ET INFRA DEVELOPERS PVT LTD. (CIN Number

U70200DL2010PTC201522) are the joint promoters and developers of Property bearing No. Plot # 27B, Sector

Road, Block - B, Sector – 27, Sushant Lok – I, Gurugram, Haryana - 122002.

B. AND WHEREAS Office of the Director, Town and Country Planning Department, Haryana. Chandigarh,

issued License No. 151 of 2005, dated 09.09.2005 and License No.462 of 20060, dated 18.02.2006

("License”), thereby permitting for setting up of a Commercial Complex/Hotel on the piece and parcel

of land in admeasuring 1.99375 acres herein after referred to as the LICENSED AREA.

C. AND WHEREAS the Occupation Certificate of the aforesaid Land was obtained vide Memo No. ZP- 131/7802

dated 31.07.2009.

D. AND WHEREAS the VENDOR proposes to build Serviced Apartments, Retail and Commercial Complex

in the said premises.

E. AND WHEREAS the VENDOR apart from the Current premises where OC has been obtained consisting of

No. of Serviced Studios and Retails Complex on Ground Floor and the First Floor of the said

premises, intends to obtain additional area under the TOD/TDR of 2.25 thus, aggregating to 4.00+

FAR (including for Green Building). The vendor has specifically informed the Vendee that it shall be

utilizing the additional FSI to construct and build additional area on the said premises, which may

consist of another tower / building additional two Floor of retail expansion of current ground coverage

etc., in accordance within applicable laws.

 F. AND WHEREAS the VENDOR has sole, absolute and exclusive rights and authority to sell, dispose off and

transfer the portion under sale, in whole or in parts and none else except the VENDOR has any right, title or

interest in the same.

G. The Purchaser has expressed its intention to purchase Unit No. _______on _____Floor ad-measuring

_____Square Feet of Super area/ saleable area, situated at Plot # 27B, Sector Road, Block - B, Sector –

27, Sushant Lok – I, Gurugram, Haryana - 122002, Haryana (hereinafter referred to as the

“PREMISES") “Unit Plan is enclosed in as Annexure-1” and “Floor Plan is enclosed in as Annexure-2”

in the Complex and has thus approached the Sellers for sale of the same along with right to use

common areas and common facilities and services in the Complex.

NOW THIS AGREEMENT OF SALE WITNESSETH AS UNDER:

1. That the Sellers hereby agree to sell/ convey/ transfer to the Purchaser the Premises along with

indivisible and impartible share of the land beneath proportionate to the super area/saleable area

of the Premises. It is also agreed between the Parties that the indivisible super area/saleable area

shall be taken for the purpose of calculating the sale price in respect of the Premises. The

Purchaser shall be entitled to use the common areas in the Complex along with other occupants of

the Complex.

2. That the Purchaser is required to pay to the Sellers the entire sale consideration of

Rs.________________ for the Premises to complete satisfaction of the Sellers on or before

______________ as per the payment plan agreed by both the parties.

3. The Purchaser has paid the amount of Rs._____________________ as an advance in the

following manner:

Amount Instrument No. Date Drawn on

4. The balance Sale consideration i.e. shall be paid by the

Purchaser to the Seller after deducting TDS as applicable, this Tax Deductible at Source shall be

submitted by the Purchaser to the Designated Authority/Bank as appointed by the Government of

India and a TDS Certificate & Challan shall be provided by the Purchaser for the Tax Paid on behalf

of the Seller to the on or before the Registration of the Said Property, the Purchaser shall deduct

TDS as per the norms applicable.

5. The Seller hereby accepts and acknowledges the above sale consideration for the purchase of

Premises, which is fixed and not subject to change and is exclusive of all applicable taxes leviable

on the development of the project.

6. The Allottee shall make the payments as per the Payment Plan attached hereto as Annexure-___.

Upon receipt of the payment as per the Payment Plan as contained in Annexure______, the

Purchaser shall be entitled to Monthly Assured Return of a sum equivalent to

Rs.______________Only) per sq. ft. per month with effect from the date of

payment by the Allottee till the date of offer of possession is released by the Seller/Vendor.

7. A separate Leasing Rights agreement will be executed on the same day of executing this

Agreement to Sale/ Buyers Agreement between the Seller/Vendor and the Purchaser/Buyer,

leasing the said premises back to the Seller/Vendor for a period of 30 years.

8. The Seller/Vendor hereby agree and undertake:

 (i) To sign all necessary documents, papers, deeds as may be required to perform this

Agreement.

(ii) To keep all the licenses, approvals, permissions, no-objection certificates etc. pertaining

to the Premises/Complex/ Project Land valid at its own cost and expense.

(iii) The Sellers shall keep the Purchaser indemnified against all successful actions and/or

claims that may arise in future from any third party or individual or company claiming to

be the owner/title holder of the Phase II Project Land including the said Complex and/or

any successful actions and/or claims that may arise against the Sellers due to defective

title in the Phase II Project Land as above.

(iv) To execute Sale Deed in favour of the Purchaser/Buyer at the time of possession.

9. The purchaser hereby agrees and undertake:

• To lease back the said Premises to the Seller/Vendor for a period of 30 years.

• The Seller/Vendor shall have complete, unrestricted and unfretted rights during the

currency and tenure of the Lease, under the mutually agreed terms and conditions of

Lease Deed which will be executed in the beginning of said 30 Years.

• In case the Purchaser wish to assign, transfer, sell the Premises to a Third Party, the

third party will also unconditionally bind to the terms and conditions of said Lease

Deed.

10. The Seller/Vendor hereby also agrees and undertake:

(i) To engage/appoint a World Class operator to operate and manage the said

premises/Serviced Apartments.

(ii) To provide the said premises/Serviced Apartments with all the amenities,
 Retro-fittings and A-Class fit outs.

(iii) To provide a monthly return of Rs. 155,000.00 (Rs. One Lakh Fifty-Five

Thousand only) to the Purchaser/Buyer for a period of 4 years from the date of

offer of possession in favour of the Purchaser/Buyer, provided full payment has

been received by the seller.

11. For the Serviced Apartments, both the Parties to the present Agreement hereby agree that the

Revenue sharing Ratio would be 70:30 of Net Actual Revenue, with 70% share being of the

Purchaser/Buyer and 30% share being of the Seller/Vendor, after the completion of 4 years as per

clause 10(iii) and for the time period as per clause 9.

12. If there is any change in the Saleable/Super Area of the said Premises, no claim, monetary or

otherwise, shall be entertained or accepted by the Sellers except that the original agreed rate and

other agreed charges shall be applicable on any increase or decrease in the area. In an event of

decrease in area, the Sellers shall refund without interest only the extra price and other additional

proportionate charges recovered from the Purchaser. In an event of increase in area, the Purchaser

shall pay without Interest to the Sellers the extra price and other agreed additional proportionate

charges in relation to such increased area. Such change in the Saleable/Super Area or the

Premises, if any, may be duly recorded in a supplementary agreement or the sale/ Conveyance

deed, as the case may be, to be executed between the Sellers and the Purchaser.

13. The Unit shall be ready for the Occupation within 18 months from the date of issuance of

Property Buyer Agreement (‘Tentative Completion Date’). However, the Seller/Vendor is entitled

for grace period of 06 months over and above this 18 months period. Upon the Unit being ready

for possession, the Seller shall issue Possession Notice to the Purchaser/Buyer of the Unit.
14. It has been specifically agreed between the Parties, 10% of the Total Cost of Property shall

constitute as Earnest Money under this Agreement to ensure the Performance, Compliance and

Fulfillment of the Obligations and Responsibilities of the Buyer under this Agreement.

15. In the event of delayed payments by the Purchaser to the Seller, the Purchaser shall pay interest

on the unpaid amounts/dues @ 12% p.a. computed from the due date till the date of actual

payment.

16. In the event of the Buyer/Purchaser wishes to cancel the booking of the Unit and makes a formal

written request to the Seller/Vendor to this effect, the Earnest money as defined in Clause 14

hereinabove shall be forfeited.

17. In the event of default/non-payment by the Purchaser for 90 days from the due date as mentioned

in the demand notice issued by the Seller/Vendor, the Seller/Vendor shall issue cancellation

notice and shall refund the amounts paid by the Purchaser/Buyer without any additional interest

after deducting the Earnest Money and the Assured Returns paid by the Seller to the Purchaser

under the Assured Returns Scheme (as per the Clause 6 hereinabove).

18. The Sellers agree and have no objection that the Purchaser is entitled to get the name of its/his/her

nominee or any of its subsidiary companies or entities substituted in its/his/her place and the

Sellers shall not charge any amount whatsoever from the Purchaser on such substitution or

nomination till and/or on the date of execution of the conveyance/Sale Deed. Subsequently, the

conveyance/Sale Deed shall be executed by the Sellers with such nominees, if necessary or

required by the Purchaser. However, if the purchaser proposes to sell, transfer, assign and convey

the said Premises to a third party, such Sale/Transfer would be subjected to Transfer fee of Rs.

150.00 per sq. ft (without any transfer charges only for the First Transfer Instance.)
19. In the event, any other document(s) are required to be signed and/or executed by the Sellers for

the purpose of this Agreement or for completion of this transaction or for perfecting the title

in favour of the Purchaser or his nominees, the same shall be signed and executed by the Sellers

as and when required by the Purchaser.

20. It is agreed between the Parties that in the interest of the uniformity and minimal interference

with structures, ducting, internal cabling and other related aspects in the Premises, the Sellers

through the maintenance agency shall regulate the entry of telecom agency/internet service

providers in the Premises. However, the Purchaser shall be free to decide on the service provider

of its choice to provide telephone, internet and allied services.

21. The annexure(s) to this Agreement is/are part and parcel of this Agreement and may be read in

conjunction with this Agreement while interpreting the terms and conditions of this agreement.

22. Failure on the part of the Parties to enforce at any time or for any period of time the provision(s)

hereof shall not be construed to be Waiver of any provisions or of the right thereafter to enforce

each and every provision.

23. That if any provision of this Agreement shall be determined to be void or unenforceable under

applicable law such provisions shall be deemed amended to the extent necessary to confirm to

applicable law and the remaining provisions of this Agreement shall remain valid and

enforceable.

24. All costs, charges and expenses payable on or in respect of this Agreement and on all other

instruments and deeds if any to be executed pursuant to this Agreement, including stamp duty and

registration charges shall be borne and paid by the Purchaser or its nominees. That the Sellers
 agree to execute the Conveyance/ Sale Deed of the said Premises in favour of the Purchaser or

their nominees and in such an event the Stamp Duty and other related registration charges shall

be payable by the Purchaser or its Nominee(s).

25. Any notice or letter of communication to be served on a Party by the other Party shall be sent by

prepaid recorded delivery or registered post or by Fax or by electronic mail at the address shown

at recital of the Agreement and shall be deemed to have been served on the addressee within 72

hours of posting or 24 hours if sent by fax or by electronic mail.

26. This Agreement constitutes the entire agreement between the Parties and revokes and supersedes

all previous correspondence whether written, oral or implied, if any, concerning the matters

covered herein.

27. The terms and conditions of this Agreement shall not be changed or modified except by written

amendments duly agreed and signed by the Parties. The terms and conditions and various

provisions embodied in this Agreement shall be incorporated in the sale/conveyance deed and

shall form part thereof.

28. The terms and conditions of this Agreement shall also be applicable on the nominees of the

Purchaser and to this effect an undertaking shall be taken from the nominees/assignees of the

Purchaser.

29. That all differences and disputes arising between the parties shall be settled amicably by mutual

discussion failing which the same shall be settled through arbitration, who shall be appointed by

both the parties mutually. The arbitration proceedings shall be governed by the Arbitration &

Conciliation Act, 1996 and/or any statutory amendments/ modifications thereof for the time being

in force. The arbitration proceedings shall be held at an appropriate location in Gurugram,

Haryana only. The provisions of this Agreement shall be governed by and construed and enforced

in accordance with the laws of India. Any dispute, controversy or claim related to this Agreement
 shall be resolved by the Civil Courts of Gurugram and Punjab and Haryana High Court Haryana,

India only.

30. That the Civil Courts at Gurugram and High Court for the states of Punjab and Haryana alone

shall have jurisdiction in all matters arising out of and/or concerning this Agreement.

31. This Agreement is executed in duplicate, and both the copies shall be treated as original.

32. That both the parties shall have absolute right to enforce the terms of this agreement through

specific Performance in the Court of Law, on the cost and expenses of other party.

IN WITNESS WHEREOF THE PARTIES HAVE PUT THEIR RESPECTIVE HANDS THEDAY DATE AND
YEAR FIRST WRITTEN ABOVE.

WITNESSES:

1.

For Sanya Infrastructure Private Limited

Authorised Signatory

(_____________________________)

SELLER / VENDOR

2.

VENDEE