AGREEMENT FOR SALE

This Agreement for Sale (“Agreement”) executed on this ______ (Date) day of ________(Month)
, 20_______,

By and Between

Prateek Resorts and Builders Pvt. Ltd (CIN No. __________________), a company
incorporated under the provisions of the Companies Act, [1956 or 2013, as the case may be],
having its registered office at __________________________________________ and its corporate
office at ATS Tower, Plot No.16, Sector-135, NOIDA (PAN -______________), represented by its
authorized signatory _________________________(Aadhar no__________________) authorized
vide board resolution dated _________________(hereinafter referred to as the “Promoter”,
which expression shall unless repugnant to the context or meaning thereof be deemed to mean
and include its successor-in-interest, and permitted assigns).

AND

[If the Allottee is a company]

________________________________, (CIN No. ___________________) a company incorporated

under the provisions of the Companies Act, [1956 or 2013, as the case may be], having its
registered office at _____________________________, (PAN ______________), represented by its
signatory,_____________________, authorized (Aadhar No. __________________) duly
authorized vide board resolution dated ___________, hereinafter referred to as the “Allottee”
(which expression shall unless repugnant to the c ontext or meaning thereof be deemed to mean
and include its successor-in-interest, and permitted assigns).

[OR]

[If the Allottee is a Partnership]

_______________, a partnership firm registered under the Indian Partnership Act, 1932, having
its principal place of business at _____________, (PAN ______________), represented by its
authorized partner, __________________, (Aadhar No. ______________________) authorized
vide _____________________________, hereinafter referred to as the “ Allottee” (which
expression shall unless repugnant to the context or meaning thereof be deemed to mean and
include the partners or partner for the time being of the said firm, the survivor or survivors of
them and their heirs, executors and administrators of the last surviving partner and
his/her/their assigns).
 [OR]

[If the Allottee is an Individual]

Mr./Ms. ______________________, (Aadhar no._________________________) son/daughter of

__________________________________, aged about _______________________, residing at
_____________________________, (PAN __________________), hereinafter called the “
Allottee” (which expression shall unless repugnant to the c ontext or meaning thereof be
deemed to mean and include his/her heirs, executors, administrators, successors-in-interest
and permitted A assigns).

[OR]

[If the Allottee is a HUF]

Mr.____________________________, (Aadhar no. __________________) son of _________ aged

about _________ for self and as the Karta of the Hindu Joint Mitakshara Family known as
_________________________________ HUF, having its place of business / residence at
_____________________________, (PAN ________________), hereinafter referred to as the
“Allottee” (which expression shall unless repugnant to the context or meaning thereof be
deemed to mean and the members or member for the time being of the said HUF, and their
respective heirs, executors, administrators and permitted assigns).

[Please insert details of other Allottee, in case of more than one allottee]

The Promoter and Allottee shall hereinafter collectively be referred to as the “Parties” and
individually as a “Party”.

DEFINITIONS:

For the purpose of this Agreement for Sale, unless the context otherwise requires,-

(a) “Act” means the Real Estate (Regulation and Development) Act, 2016 (16 of 2016);

(b) “Government” means the Government of the State of Uttarakhand;

(c) “Rules” means the Regulations made under the Real Estate (Regulation and Development
Act, 2016 for the State of Uttarakhand);

(d) “Section” means a section of the Act.

WHEREAS:

A. Prateek Resorts and Builders Pvt. Ltd (“Promoter”) is the absolute and lawful owner of
the lands more particularly detailed in Schedule A hereof (“Said Land”).

B. The Promoter is developing a commercial project on the Said Land or part thereof under
the name “ATS Heavenly Foothill Commercial” (“Project”). The Promoter has planned
to construct and market Commercial Spaces as per the building plans approved by the
competent authorities vide memo no. ___________.

C. The Promoter is fully competent to enter into this Agreement and all the legal formalities
with respect to the right, title and interest of the Promoter regarding the Said Land on
which Project is to be constructed have been completed;
D. The _______________________________ has granted the commencement certificate to
develop the Project vide approval bearing registration no. ________ of _______.

E. The Promoter has obtained the final layout plan, sanctioned plan, specifications and
approvals for the Project and also for the Commercial Spaces or building, as the case may
be, from Mussoorie and Dehradun Development Authority, Dehradun ("MDDA"). The
Promoter agrees and undertakes that it shall not make any changes to these approved
plans except in compliance with section 14 of the Act and/or other laws as applicable;

F. The Promoter has registered the Project under the provisions of the Act with the
Uttrakhand Real Estate Regulatory Authority at Dehradun under registration no.
_______________; The Allottee had applied for a Commercial Space in the Project vide
application no. ___________ dated __________ and has been allotted Commercial Space
no. ___________ having carpet area of _____________ Square meter, equivalent to
_________ square feet, type ____________, on _______ floor in [tower/block/building]
no._______ (“Building”) along with ___ car parking in the Project (“Car Parking”) as per
availability, as permissible under the applicable law and of pro rata share in the common
areas as defined in the State Apartment Ownership Act and other applicable rule /
regulations and judgement (“Common Areas”) (hereinafter referred to as the
“Commercial Space ” more particularly described in Schedule B, and the floor plan of
the Commercial Space is annexed hereto and marked as Schedule C). It is hereby
informed that the saleable/super area of the Commercial Space is _____________ Square
meter, equivalent to _________ square feet ;

G. The Allotee has inspected the site where the Project is proposed to be constructed along
with the ownership records and other related documents and hereby acknowledges that
the Promoter has readily provided all information and clarifications as required. The
Allotee has relied solely on his personal judgment in deciding to enter into this Agreement
and to purchase the Said Commercial Space. Further, the Allotee is satisfied about the title
of the Promoter related to the Project and is also content with the right, title and interest of
the Promoter to sell the Said Commercial Space and receive the Total Price.

H. The Parties have gone through all the terms and conditions set out in this Agreement and
understood the mutual rights and obligations detailed herein;

I. The Project was launched prior to the Act coming into force. Certain details and
disclosures with regard to sale and other acts / deeds relating to the Project are provided in
Schedule D herein. [Any further Project specific additional disclosures / details can be
provided here].

J. The Parties hereby confirm that they are signing this Agreement with full knowledge of all
the laws, rules, regulations, notifications, etc., applicable to the Project;

K. The Parties, relying on the confirmations, representations and assurances of each other to
faithfully abide by all the terms, conditions and stipulations contained in this Agreement
and all applicable laws, are now willing to enter into this Agreement on the terms and
conditions appearing hereinafter;
L. In accordance with the terms and conditions set out in this Agreement and as mutually
agreed upon by and between the Parties, the Promoter hereby agrees to sell and the
Allottee hereby agrees to purchase the Commercial Space with exclusive right to use
irrevocably and forever the Car Parking as defined in Recital F above.

NOW THEREFORE, in consideration of the mutual representations, covenants,

assurances, promises and agreements contained herein and other good and valuable
consideration, the Parties agree as follows:

1. TERMS:

1.1. Subject to the terms and conditions as detailed in this Agreement, the Promoter agrees to
sell to the Allottee and the Allottee hereby agrees to purchase, the Commercial Space as
specified in Recital F.

1.2. The Total Price for the Commercial Space based on the carpet area is _______ (Rupees
________________________________________ only) ("Total Price"). The break-up of the
Total Price is provided in Schedule E herein.

Explanation:

(i) The Total Price above includes the booking amount paid by the allottee to the
Promoter towards the Commercial Space;

(ii) The Total Price above includes Taxes (consisting of tax paid or payable by the
Promoter by way of Goods and Services Tax or any other similar taxes which may
be levied, in connection with the construction of the Project payable by the
Promoter, by whatever name called) up to the date of handing over the possession of
the Commercial Space to the allottee and the project to the association of allottees
or the competent authority, as the case may be, after obtaining the occupation or
completion certificate as may be permissible.

Provided that in case there is any change / modification in the taxes, the subsequent
amount payable by the allottee to the promoter shall be increased/reduced based on
such change / modification.

Provided further that if there is any increase in the taxes after the expiry of the
scheduled date of completion of the project as per registration with the Authority,
which shall include the extension of registration, if any, granted to the said project
by the Authority, as per the Act, the same shall not be charged from the allottee;

(iii) The Promoter shall periodically intimate in writing to the Allottee, the amount
payable as stated in (i) above and the Allottee shall make payment demanded by the
Promoter within the time and in the manner specified therein. In addition, the
Promoter shall provide to the Allottee the details of the taxes paid or demanded
along with the acts/rules/notifications together with dates from which such
taxes/levies etc. have been imposed or become effective;

(iv) The Total Price of Commercial Space includes recovery of price of land,
construction of not only the Commercial Space but also the Common Areas, internal
 development charges, external development charges, taxes, cost of providing
electric wiring, electrical connectivity to the Commercial Space, lift, water line and
plumbing, finishing with paint, marbles, tiles, doors, windows, fire detection and
firefighting equipment in the common areas, and includes cost for providing all
other facilities and amenities forming part of Common Areas and specifications to
be provided within the Commercial Space and the Project.

1.3. The Total Price is escalation-free, save and except increases which the Allottee hereby
agrees to pay, due to increase on account of development charges payable to the competent
authority and/or any other increase in charges which may be levied or imposed by the
competent authority from time to time. The Promoter undertakes and agrees that while
raising a demand on the Allottee for increase in development charges, cost/charges
imposed by the competent authorities, the Promoter shall enclose the said
notification/order/rule/regulation to that effect along with the demand letter being issued
to the Allottee, which shall only be applicable on subsequent payments. Provided that if
there is any new imposition or increase of any development charges after the expiry of the
scheduled date of completion of the project as per registration with the Authority, which
shall include the extension of registration, if any, granted to the said project by the
Authority, as per the Act, the same shall not be charged from the allottee.

1.4. The Allottee shall make the payment as per the payment plan set out in Schedule F
(“Payment Plan”).

1.5. The Promoter may allow, in its sole discretion, a rebate for early payments of installments
payable by the Allottee by discounting such early payments @ _____% per annum for the
period by which the respective installment has been preponed. The provision for allowing
rebate and such rate of rebate shall not be subject to any revision/withdrawal, once
granted to an Allottee by the Promoter.

1.6. It is agreed that the Promoter shall not make any additions and alterations in the
sanctioned plans, layout plans and specifications and the nature of fixtures, fittings and
amenities described herein at Schedule 'G' and Schedule 'H' (which shall be in conformity
with the advertisement, prospectus etc., on the basis of which sale is effected) in respect of
the Commercial Space, without the previous written consent of the Allottee as per the
provisions of the Act. Provided that the Promoter may make such minor additions or
alterations as may be required by the Allottee, or such minor changes or alterations as per
the provisions of the Act.

1.7. The Promoter shall confirm to the final carpet area that has been allotted to the Allottee
after the construction of the Building is complete and the occupancy certificate is granted
by the competent authority, by furnishing details of the changes, if any, in the carpet area.
The total price payable for the carpet area shall be recalculated upon confirmation by the
Promoter. If there is reduction in the carpet area then the Promoter shall refund the excess
money paid by Allottee within forty-five days with annual interest at the rate prescribed in
the Rules, from the date when such an excess amount was paid by the Allottee. If there is
any increase in the carpet area, the Promoter may demand that from the Allottee as per the
 next milestone of the Payment Plan as provided in Schedule F. All these monetary
adjustments shall be made at the same rate per square feet as agreed in para 1.2 and
Schedule E of this Agreement.

1.8. Subject to para 9.3 the Promoter agrees and acknowledges, the Allottee shall have the
right to the Commercial Space as mentioned below:

(i) The Allottee shall have exclusive ownership of the Commercial Space;

(ii) The Allottee shall also have undivided proportionate share in the Common Areas.
Since the share / interest of Allottee in the Common Areas is undivided and cannot
be divided or separated, the Allottee shall use the Common Areas along with other
occupants, maintenance staff etc., without causing any inconvenience or hindrance
to them. It is clarified that the promoter shall hand over the common areas to the
association of allottees after duly obtaining the completion certificate from the
competent authority as provided in the Act;

(iii) That the computation of the price of the Commercial Space includes recovery of
price of land, construction of not only the Commercial Space but also the Common
Areas, internal development charges, external development charges, taxes, cost of
providing electric wiring, electrical connectivity to the Commercial Space, lift,
water line and plumbing, finishing with paint, marbles, tiles, doors, windows, fire
detection and firefighting equipment in the common areas, etc. and includes cost for
providing all other facilities and amenities forming part of common areas and
specifications to be provided within the Commercial Space and the Project;

(iv) The Allottee has the right to visit the project site to assess the extent of development
of the project and his Commercial Space, as the case may be.

1.9. It is made clear by the Promoter and the Allottee agrees that the Commercial Space along
with Car Parking (if any) shall be treated as a single indivisible unit for all purposes. All
terms and conditions mentioned herein, including but not limited to the use, cancellation
of allotment, resumption etc. of the Said Commercial Space shall also apply to the Car
Parking Space. The Project as defined herein is being developed on a part of the Said
Lands. The remaining part of Said Lands may have other projects of similar nature with inter
dependence of infrastructure. The Project is not linked or dependent upon any project /
lands which are not covered in the License / approvals.

1.10. Any additional car park space, if required by the Allottee shall, subject to availability, be
granted by the Promoter, and charged at the then prevalent rates for allotment of each
such car park space.

1.11. The Allottee undertakes to park its vehicles only in the Car Parking Space, and not
anywhere else in Project. The Allottee agrees and confirms that in the event of
cancellation, surrender, relinquishment, resumption, re-possession etc., of the
Commercial Space under any of the provisions of this Agreement, the Car Parking Space
shall also deemed cancelled, surrendered, relinquished, resumed, as the case may be.
1.12. The Promoter agrees to pay all outgoings before transferring the physical possession of
the Commercial Space to the Allottees, which it has collected from the Allottees, for the
payment of outgoings (including land cost, ground rent, municipal or other local taxes,
charges for water or electricity, maintenance charges, including mortgage loan and
interest on mortgages or other encumbrances and such other liabilities payable to
competent authorities, banks and financial institutions, which are related to the project).
If the Promoter fails to pay all or any of the outgoings collected by it from the Allottees or
any liability, mortgage loan and interest thereon before transferring the Commercial
Space to the Allottees, the Promoter agrees to be liable, even after the transfer of the
property, to pay such outgoings and penal charges, if any, to the authority or person to
whom they are payable and be liable for the cost of any legal proceedings which may be
taken therefor by such authority or person.

1.13. A sum of ______________ (Rupees _________________________________only) i.e. 15% of

the Total Price shall be treated as the Booking Amount of the Commercial Space. The
Allottee hereby agrees to pay the Booking Amount and the remaining price of the
Commercial Space as prescribed in the Payment Plan [Schedule F] as may be demanded
by the Promoter within the time and in the manner specified therein. Provided that if the
allottee delays in payment towards any amount which is payable, he shall be liable to pay
interest at the rate of prescribed in the Rules.

1.14. The Allottee has paid a sum of ` ______________ (Rupees ___________________________

______________________________only) towards the Total Price of the Commercial Space

at the time of application the receipt of which the Promoter hereby acknowledges.

2. MODE OF PAYMENT:

Subject to the terms of the Agreement and the Promoter abiding by the construction
milestones, the Allottee shall make all payments, on written demand by the Promoter,
within the stipulated time as mentioned in the Payment Plan [Schedule F] through A/c
Payee cheque/demand draft/bankers cheque or online payment (as applicable) in favour of
'________________________' payable at ________________.

3. COMPLIANCE OF LAWS RELATING TO REMITTANCES:

3.1. The Allottee, if resident outside India, shall be solely responsible for complying with the
necessary formalities as laid down in Foreign Exchange Management Act, 1999, Reserve
Bank of India Act, 1934 and the Rules and Regulations made thereunder or any statutory
amendment(s) modification(s) made thereof and all other applicable laws including that of
remittance of payment acquisition/sale/transfer of immovable properties in India etc. and
provide the Promoter with such permission, approvals which would enable the Promoter
to fulfill its obligations under this Agreement. Any refund, transfer of security, if provided
in terms of the Agreement shall be made in accordance with the provisions of Foreign
Exchange Management Act, 1999 or the statutory enactments or amendments thereof and
the Rules and Regulations of the Reserve Bank of India or any other applicable law. The
Allottee understands and agrees that in the event of any failure on his/her part to comply
with the applicable guidelines issued by the Reserve Bank of India, he/she may be liable for
 any action under the Foreign Exchange Management Act, 1999 or other laws as applicable,
as amended from time to time.

3.2. The Promoter accepts no responsibility in regard to matters specified in para 3.1 above.
The Allottee shall keep the Promoter fully indemnified and harmless in this regard.
Whenever there is any change in the residential status of the Allottee subsequent to the
signing of this Agreement, it shall be the sole responsibility of the Allottee to intimate the
same in writing to the Promoter immediately and comply with necessary formalities if any
under the applicable laws. The Promoter shall not be responsible towards any third party
making payment/remittances on behalf of any Allottee and such third party shall not have
any right in the application/allotment of the said Commercial Space applied for herein in
any way and the Promoter shall be issuing the payment receipts in favour of the Allottee
only.

4. ADJUSTMENT/APPROPRIATION OF PAYMENTS:

The Allottee authorizes the Promoter to adjust/appropriate all payments made by him/her
under any head(s) of dues against lawful outstanding of the Allottee against the
Commercial Space, if any, in his/her name and the Allottee undertakes not to
object/demand/direct the Promoter to adjust his payments in any manner.

5. TIME IS ESSENCE:

The Promoter shall abide by the time schedule for completing the project as disclosed at
the time of registration of the project with the Authority and towards handing over the
Commercial Space to the Allottee and the common areas to the association of allottees or
the competent authority, as the case may be.

6. CONSTRUCTION OF THE PROJECT/ COMMERCIAL SPACE:

The Allottee has seen the proposed layout plan, specifications, amenities and facilities of
the Commercial Space and accepted the floor plan, payment plan and the specifications,
amenities and facilities which have been approved by the competent authority, as
represented by the Promoter. The Promoter shall develop the Project in accordance with
the said layout plans, floor plans and specifications, amenities and facilities. Subject to the
terms in this Agreement, the Promoter undertakes to strictly abide by such plans
approved by the competent Authorities and shall also strictly abide by the bye-laws, FAR
and density norms and provisions prescribed by the Competent Authority and shall not
have an option to make any variation /alteration / modification in such plans, other than in
the manner provided under the Act, and breach of this term by the Promoter shall
constitute a material breach of the Agreement.

7. POSSESSION OF THE COMMERCIAL SPACE:

7.1. Schedule for possession of the said Commercial Space - The Promoter agrees and
understands that timely delivery of possession of the Commercial Space to the Allottee
and the common areas to the association of allottees or the competent authority, as the
case may be, is the essence of the Agreement. The Promoter assures to hand over
possession of the Commercial Space on or before ____________________. The ready
 complete common areas with all specification, amenities and facilities shall be handed
over once the project is complete with completion of all phases of project on the Said
Lands, unless there is delay or failure due to war, flood, drought, fire, cyclone, earthquake
or any other calamity caused by nature affecting the regular development of the real estate
project (“Force Majeure”). If, however, the completion of the Project is delayed due to the
Force Majeure conditions then the Allottee agrees that the Promoter shall be entitled to the
extension of time for delivery of possession of the Commercial Space, provided that such
Force Majeure conditions are not of a nature which make it impossible for the contract to
be implemented. The Allottee agrees and confirms that, in the event it becomes impossible
for the Promoter to implement the project due to Force Majeure conditions, then this
allotment shall stand terminated and the Promoter shall refund to the Allottee the entire
amount received by the Promoter from the allotment within 45 days from that date. The
promoter shall intimate the allottee about such termination at least thirty days prior to
such termination. After refund of the money paid by the Allottee, the Allottee agrees that
he/ she shall not have any rights, claims etc. against the Promoter and that the Promoter
shall be released and discharged from all its obligations and liabilities under this
Agreement.

7.2. Procedure for taking possession - The Promoter, upon obtaining the occupancy
certificate from the competent authority shall offer in writing the possession of the
Commercial Space, to the Allottee in terms of this Agreement to be taken within two
months from the date of issue of occupancy certificate. Provided that, in the absence of
local law, the conveyance deed in favour of the allottee shall be carried out by the promoter
within 3 months from the date of issue of occupancy certificate. The Promoter agrees and
undertakes to indemnify the Allottee in case of failure of fulfilment of any of the provisions,
formalities, documentation on part of the Promoter. The Allottee, after taking possession,
agree(s) to pay the maintenance charges as determined by the Promoter/association of
allottees, as the case may be after the issuance of the completion certificate for the project.
The promoter shall hand over the occupancy certificate of the Commercial Space, as the
case may be, to the allottee at the time of conveyance of the same.

7.3. Failure of Allottee to take Possession of Commercial Space - Upon receiving a written
intimation from the Promoter as per para 7.2, the Allottee shall take possession of the
Commercial Space from the Promoter by executing necessary indemnities, undertakings
and such other documentation as prescribed in this Agreement, and the Promoter shall
give possession of the Commercial Space to the allottee. In case the Allottee fails to take
possession within the time provided in para 7.2, such Allottee shall continue to be liable to
pay maintenance charges as specified in para 7.2.

7.4. Possession by the Allottee - After obtaining the occupancy certificate* and handing over
physical possession of the Commercial Space to the Allottees, it shall be the responsibility
of the Promoter to hand over the necessary documents and plans, including common
areas, to the association of Allottees or the competent authority, as the case may be, as per
the local laws. [Provided that, in the absence of any local law, the promoter shall handover
the necessary documents and plans, including common areas, to the association of
 allottees or the competent authority, as the case may be, within thirty days after obtaining
the completion certificate].

7.5. Cancellation by Allottee – Where the Allottee proposes to cancel/withdraw from the
Project without any fault of the Promoter; the Promoter herein is entitled to forfeit the
Booking Amount paid by the Allottee. The balance amount of money paid by the Allottee
shall be returned by the Promoter to the Allottee within 45 days of such cancellation.

7.6. Compensation – The Promoter shall compensate the Allottee in case of any loss caused to
him due to defective title of the land, on which the project is being developed or has been
developed, in the manner as provided under the Act and the claim for interest and
compensation under this provision shall not be barred by limitation provided under any
law for the time being in force.

Except for occurrence of a Force Majeure event, if the promoter fails to complete or is
unable to give possession of the Commercial Space (i) in accordance with the terms of this
Agreement, duly completed by the date specified in para 7.1; or (ii) due to discontinuance
of his business as a developer on account of suspension or revocation of the registration
under the Act; or for any other reason; the Promoter shall be liable, on demand to the
allottees, in case the Allottee wishes to withdraw from the Project, without prejudice to any
other remedy available, to return the total amount received by him in respect of the
Commercial Space, with interest at the rate of prescribed in the Rules including
compensation in the manner as provided under the Act within forty-five days of it
becoming due. Provided that where if the Allottee does not intend to withdraw from the
Project, the Promoter shall pay the Allottee interest at the rate of prescribed in the Rules
for every month of delay, till the handing over of the possession of the Commercial Space,
which shall be paid by the promoter to the allottee within forty-five days of it becoming due.

8. REPRESENTATIONS AND WARRANTIES OF THE PROMOTER:

The Promoter hereby represents and warrants to the Allottee as follows:

(i) The Owner has absolute, clear and marketable title with respect to the said Land;
the Promoter has requisite rights to carry out development upon the said Land and
absolute, actual, physical and legal possession of the said Land for the Project;

(ii) The Promoter has lawful rights and requisite approvals from the competent
Authorities to carry out development of the Project;

(iii) There are no encumbrances upon the said Land or the Project except as disclosed
by the Promoter during registration of the Project under the Act;

(iv) There are no litigations pending before any Court of law or Authority with respect
to the said Land, Project or the Commercial Space except as disclosed by the
Promoter during registration of the Project under the Act;

(v) All approvals, licenses and permits issued by the competent authorities with
respect to the Project, said Land and Commercial Space are valid and subsisting
and have been obtained by following due process of law. Further, the Promoter has
 been and shall, at all times, remain to be in compliance with all applicable laws in
relation to the Project, said Land, Building and Commercial Space and common
areas;

(vi) The Promoter has the right to enter into this Agreement and has not committed or
omitted to perform any act or thing, whereby the right, title and interest of the
Allottee created herein, may prejudicially be affected;

(vii) The Promoter has not entered into any agreement for sale and/or development
agreement or any other agreement / arrangement with any person or party with
respect to the said Land, including the Project and the said Commercial Space
which will, in any manner, affect the rights of Allottee under this Agreement;

(viii) The Promoter confirms that the Promoter is not restricted in any manner
whatsoever from selling the said Commercial Space to the Allottee in the manner
contemplated in this Agreement;

(ix) At the time of execution of the conveyance deed the Promoter shall handover lawful,
vacant, peaceful, physical possession of the Commercial Space to the Allottee and
the common areas to the association of allottees or the competent authority, as the
case may be;

(x) The Schedule Property is not the subject matter of any HUF and that no part thereof
is owned by any minor and/or no minor has any right, title and claim over the
Schedule Property;

(xi) The Promoter has duly paid and shall continue to pay and discharge all
governmental dues, rates, charges and taxes and other monies, levies, impositions,
premiums, damages and/or penalties and other outgoings, whatsoever, payable
with respect to the said project to the competent Authorities till the completion
certificate has been issued and possession of Commercial Space, , along with
common areas (equipped with all the specifications, amenities and facilities) has
been handed over to the allottee and the association of allottees or the competent
authority, as the case may be;

(xii) No notice from the Government or any other local body or authority or any
legislative enactment, government ordinance, order, notification (including any
notice for acquisition or requisition of the said property) has been received by or
served upon the Promoter in respect of the said Land and/or the Project.

9. EVENTS OF DEFAULTS AND CONSEQUENCES:

9.1. Subject to the Force Majeure clause, the Promoter shall be considered under a condition of
Default, in the following events:

(i) Promoter fails to provide ready to move in possession of the Commercial Space to
the Allottee within the time period specified in para 7.1 or fails to complete the
project within the stipulated time disclosed at the time of registration of the project
with the Authority. For the purpose of this para, 'ready to move in possession' shall
 mean that the Commercial Space shall be in a habitable condition which is complete
in all respects including the provision of all specifications, amenities and facilities,
as agreed to between the parties, and for which occupation certificate and
completion certificate, as the case may be, has been issued by the relevant
authority. However, notwithstanding anything stated herein, the Promoter shall not
be responsible towards any delay caused by the relevant authority in granting such
completion or occupation certificate or any other approval, and the Promoter shall
be required to follow up with the authorities on a best efforts basis.

(ii) Discontinuance of the Promoter's business as a deve loper on account of suspension

or revocation of his registration under the provisions of the Act or the rules or
regulations made thereunder.

(iii) Any temporary suspension of the registration of the Project under the Act shall be
considered to be a force majeure event till the matter is sub-judice.

9.2. In case of Default by Promoter under the conditions listed above, Allottee is entitled to the
following:

(ii) Stop making further payments to Promoter as demanded by the Promoter. If the
Allottee stops making payments, the Promoter shall correct the situation by
completing the construction milestones and only thereafter the Allottee be required
to make the next payment without any interest; or

(iii) The Allottee shall have the option of terminating the Agreement in which case the
Promoter shall be liable to refund the entire money paid by the Allottee under any
head whatsoever towards the purchase of the Commercial Space, along with
interest at the rate of prescribed in the Rules within forty-five days of receiving the
termination notice:

Provided that where an Allottee does not intend to withdraw from the project or
terminate the Agreement, he shall be paid, by the promoter, interest at the rate of
prescribed in the Rules, for every month of delay till the handing over of the
possession of the Commercial Space, which shall be paid by the promoter to the
allottee within forty-five days of it becoming due.

9.3. The Allottee shall be considered under a condition of Default, on the occurrence of the
following events:

(i) In case the Allottee fails to make payments for ____ consecutive demands made by
the Promoter as per the Payment Plan annexed hereto, despite having been issued
notice in that regard the allottee shall be liable to pay interest to the promoter on the
unpaid amount at the rate of prescribed in the Rules;

(ii) In case of Default by Allottee under the condition listed above continues for a period
beyond ____ consecutive months after notice from the Promoter in this regard, the
Promoter may cancel the allotment of the Commercial Space in favour of the
Allottee and refund the money paid to him by the allottee by deducting the booking
amount and the interest liabilities and this Agreement shall thereupon stand
 terminated. Provided that the promoter shall intimate the allottee about such
termination at least thirty days prior to such termination.

(iii) The termination stated above shall take effect upon the Promoter sending a notice
in writing to the Allottee. Notwithstanding the same, the Allottee shall be under
obligation to sign and execute all documents that the Promoter may require the
Allottee to sign.

10. CONVEYANCE OF THE SAID COMMERCIAL SPACE:

The Promoter, on receipt of Total Price of the Commercial Space as per para 1.2 under the
Agreement from the Allottee, shall execute a conveyance deed and convey the title of the
Commercial Space together with proportionate indivisible share in the Common Areas
within 3 months from the date of issuance of the occupancy certificate and the completion
certificate, as the case may be, to the allottee. However, in case the Allottee fails to deposit
the stamp duty and/or registration charges within the period mentioned in the notice, the
Allottee authorizes the Promoter to withhold registration of the conveyance deed in
his/her favour till payment of stamp duty and registration charges to the Promoter is made
by the Allottee. The Allottee further agrees and undertakes to be present before the
Competent Authorities for this purpose on the date(s) as may be communicated by the
Promoter. The Allottee shall be solely responsible and liable for compliance of the
provisions of the Indian Stamp Act, 1899, the Registration Act, 1908 and/or other
Applicable Laws, including any actions taken or deficiencies / penalties imposed by the
Competent Authority.

11. MAINTENANCE OF THE SAID BUILDING / COMMERCIAL SPACE / PROJECT:

11.1. The Promoter shall be responsible to provide and maintain essential services in the
Project till the taking over of the maintenance of the project by the association of allottees
upon the issuance of the completion certificate of the project. The cost of such
maintenance along with applicable tax shall be borne by the Allottee on pro-rata basis.

11.2. The Allottee agrees to execute a maintenance agreement along with other necessary
documents, undertakings etc. in the standard format, with the Promoter / the Association
of Allottees / the Maintenance Agency as appointed for maintenance and upkeep of the
Project. Execution of the maintenance agreement shall be a condition precedent for
handing over possession of Commercial Space by the Promoter and also for executing the
Conveyance Deed of the Commercial Space.

11.3. In addition to the Association/ Promoter's/ Maintenance Agency's rights of unrestricted

access of all Common Areas and Facilities for providing maintenance services, the Allottee
agrees to permit the Promoter or the Maintenance Agency or their authorized personnel /
workers to enter into the Commercial Space or any part thereof, after due notice and
during the normal working hours, to inspect the Commercial Space and / or to carry our
any repair work relating to construction / development that may be impacting the
Commercial Space or the adjoining Commercial Spaces or the Building / the Common
Areas. The Allottee agrees and undertakes that either itself or through the Association, it
shall not carry out any unauthorized maintenance or usage of common areas.
12. DEFECT LIABILITY:

It is agreed that in case any structural defect or any other defect in workmanship, quality
or provision of services or any other obligations of the Promoter in the Commercial Space
is brought to the notice of the Promoter within a period of 5 (five) years by the Allottee from
the date of handing over possession, it shall be the duty of the Promoter to rectify such
defects without further charge, within reasonable time, and in the event of Promoter's
failure to rectify such defects within such time, the aggrieved Allottees shall be entitled to
receive appropriate compensation in the manner as provided under the Act.

13. RIGHT TO ENTER THE COMMERCIAL SPACE FOR REPAIRS:

The Promoter/maintenance agency/association of allottees shall have rights of

unrestricted access of all Common Areas, garages/covered parking and parking spaces
for providing necessary maintenance services and the Allottee agrees to permit the
association of allottees and/or maintenance agency to enter into the Commercial Space or
any part thereof, after due notice and during the normal working hours, unless the
circumstances warrant otherwise, with a view to set right any defect.

14. USAGE:

14.1. The Allottee shall use the Commercial Space only for residential purposes for which it is
allotted and in a manner that does not cause nuisance or annoyance to other occupants of
the Building / Project. Use of the Commercial Space shall not be against public policy
and/or for any unlawful, illegal or immoral purposes and/or for any temporary or
permanent storage of any hazardous, toxic, combustible or inflammable materials and
chemicals and/or for any purpose which is likely to cause any damage to any flooring, wall
or ceiling of the Commercial Space and/or to any unit above, below or adjacent to the
Commercial Space and/or anywhere in the Building / Project and/or which in any manner
interferes with and/or obstructs the use of the Common Areas.

14.2. Use of Basement and Service Areas: The basement(s) and service areas, if any, as located
within the ATS Heavenly Foothill Commercial, shall be earmarked for purposes such as
parking spaces and services including but not limited to electric sub-station, transformer,
DG set rooms, underground water tanks, pump rooms, maintenance and service rooms,
firefighting pumps and equipment's etc. and other permitted uses as per sanctioned plans.

14.3. The Allottee shall not be permitted to use the services areas and the basements in any
manner whatsoever, other than those earmarked as parking spaces, and the same shall be
reserved for use by the association of allottees formed by the Allottees for rendering
maintenance services.

14.4. The Allottee hereby agrees and confirms to indemnify the Promoter against any penal
action and liability, damage, loss, claim, demand etc. due to misuse of the Commercial
Space for which the Allottee of the Commercial Space shall be solely liable and
responsible, without any recourse to the Promoter.

14.5. If the Allottee uses or permits use of the Commercial Space for any purpose other than as
stated herein or otherwise for any illegal or unlawful purpose, the Promoter shall be
 entitled to cancel this Agreement and repossess the Commercial Space besides pursuing
such other remedies as may be available to the Promoter under the Applicable Laws.

15. GENERAL COMPLIANCE WITH RESPECT TO THE COMMERCIAL SPACE:

15.1. Subject to para 12 above, the Allottee shall, after taking possession, be solely responsible
to maintain the Commercial Space at his/her own cost, in good repair and condition and
shall not do or suffer to be done anything in or to the Building, or the Commercial Space, or
the staircases, lifts, common passages, corridors, circulation areas, atrium or the
compound which may be in violation of any laws or rules of any authority or change or alter
or make additions to the Commercial Space and keep the Commercial Space, its walls and
partitions, sewers, drains, pipe and appurtenances thereto or belonging thereto, in good
and tenantable repair and maintain the same in a fit and proper condition and ensure that
the support, shelter etc. of the Building is not in any way damaged or jeopardized.

15.2. The Allottee further undertakes, assures and guarantees that he/she would not put any
sign-board / name-plate, neon light, publicity material or advertisement material etc. on
the face / facade of the Building or anywhere on the exterior of the Project, buildings
therein or Common Areas. The Allottees shall also not change the colour scheme of the
outer walls or painting of the exterior side of the windows or carry out any change in the
exterior elevation or design. Further the Allottee shall not store any hazardous or
combustible goods in the Commercial Space or place any heavy material in the common
passages or staircase of the Building. The Allottee shall also not remove any wall,
including the outer and load bearing wall of the Commercial Space.

15.3. The Allottee shall plan and distribute its electrical load in conformity with the electrical
systems installed by the Promoter and thereafter the association of allottees and/or
maintenance agency appointed by association of allottees. The Allottee shall be
responsible for any loss or damages arising out of breach of any of the aforesaid
conditions.

16. COMPLIANCE OF LAWS, NOTIFICATIONS ETC. BY PARTIES:

The Parties are entering into this Agreement for the allotment of a Commercial Space with
the full knowledge of all laws, rules, regulations, notifications applicable to the project.

17. ADDITIONAL CONSTRUCTIONS:

The Promoter undertakes that it shall make additions or to put up additional structure(s)
anywhere in the Project after the building plan, layout plan, sanction plan and
specifications, amenities and facilities has been approved by the competent authority(ies)
and disclosed as per the provisions of the Applicable Law including as provided in the Act.

18. MORTGAGE OR CREATION OF A CHARGE:

18.1. After the Promoter executes this Agreement he shall not mortgage or create a charge on
the Commercial Space/Building and if any such mortgage or charge is made or created
then notwithstanding anything contained in any other law for the time being in force, such
mortgage or charge shall not affect the right and interest of the Allottee who has taken or
agreed to take such Commercial Space/.
18.2. The Allottee may, for the purpose of facilitating the payment of the Total Price obtain
financial assistance from banks/financial institution after obtaining prior written
permission from the Promoter. Any such arrangement / agreement shall be entered into by
the Allottee at his sole cost, expense, liability, risk and consequences. In the event of
obtaining any financial assistance and/or housing loan from any bank/financial
institution, the Promoter may issue the permission / NOC as may be required by the banks /
financial institution subject however, that the Promoter shall by no means assume any
liability and/or responsibility for any such loan and/or financial assistance which the
Allottee may obtain from such bank/ financial institution. The Allottee shall keep the
Promoter indemnified from all costs, expenses, injuries, damages etc. which the Promoter
may suffer for any breach / default that may be committed by the Allottee to the third
party(ies) / banks/ financial institution. In this regard, the Promoter may at the request of
Allottee, enter into a tripartite agreement with the Allottee' banker / financial institution to
facilitate the Allottee to obtain the loan from such bank / financial institution for purchase
of the Said Commercial Space. The Allottee hereby agrees that the Promoter shall be
entitled to cancel this Allotment Letter at the request of the Allottee's banker / financial
institution in the event of any breach of the terms and conditions under the loan agreement
/ tripartite agreement committed by the Allottee.

18.3. The Allottee may obtain finance from any financial institution / bank or any other source
as stated above, but the Allottee obligation to purchase the Commercial Space and pay the
amounts payable pursuant to this Allotment Letter is not to be contingent on the Allottee's
ability or competency to obtain such financing and the Allottee will remain bound under
this Agreement whether or not the Allottee has been able to obtain financing for the
purchase of the Commercial Space.

19. COMMERCIAL SPACE OWNERSHIP ACT (OF THE RELEVANT STATE):

The Promoter has assured the Allottees that the project in its entirety is in accordance
with the provisions of the State Apartment Ownership Act.

20. INDEMNITY

The Allottee undertakes to indemnify and keep the Promoter, and their officers /
employees jointly and severally fully indemnified and hold harmless from and against any
actions, suits, claims, proceedings, damages, liabilities, losses, expenses or costs
(“Claims”) faced, suffered, inflicted or incurred by the Promoter, other occupants as
consequence of breach of any of the representations, warranties covenants or provisions
as mentioned herein. It is agreed that the Allottee shall be responsible for the failure to
comply with the obligations herein or for the occurrence of any hazard within the
Commercial Space due to the Allottee's willful misconduct and / or negligence. In such an
event, the Allottee shall keep and hold the Promoter fully indemnified for the quantum of
loss, penalty caused or borne by the Promoter, claims or demands raised on the Promoter
due to such willful misconduct and / or negligence on the part of the Allottee.
21. BINDING EFFECT:

Forwarding this Agreement to the Allottee by the Promoter does not create a binding
obligation on the part of the Promoter or the Allottee until, firstly, the Allottee signs and
delivers this Agreement with all the schedules along with the payments due as stipulated
in the Payment Plan within 30 (thirty) days from the date of receipt by the Allottee and
secondly, appears for registration of the same before the concerned Sub-Registrar
Dehradun as and when intimated by the Promoter. If the Allottee fails to execute and
deliver to the Promoter this Agreement within 30 (thirty) days from the date of its receipt
by the Allottee and/or appear before the Sub-Registrar for its registration as and when
intimated by the Promoter, then the Promoter shall serve a notice to the Allottee for
rectifying the default, which if not rectified within 30 (thirty) days from the date of its
receipt by the Allottee, application of the Allottee shall be treated as cancelled and all sums
deposited by the Allottee in connection therewith forming part of the booking amount shall
be forfeited by the Promoter.

22. ENTIRE AGREEMENT:

This Agreement, along with its schedules, constitutes the entire Agreement between the
Parties with respect to the subject matter hereof and supersedes any and all
understandings, any other agreements, allotment letter, correspondences, arrangements
whether written or oral, if any, between the Parties in regard to the said Commercial
Space.

23. RIGHT TO AMEND:

This Agreement may only be amended through written consent of the Parties. The Parties
are aware that under the Rules, the State Government of Uttrakhand has not yet notified
the format of the agreement to be executed between the 'promoter' and an 'allottee' under
Section 13 of the Act. The Allottee agrees and covenants to the Promoter that this
Agreement shall be suitably revised / amended on being called upon by the Promoter if so
required once format of the said agreement is notified by the State Government of
Uttrakhand, which may involve some clauses to be added, deleted or suitably modified to
be in consonance with such notified agreement. Any such revision shall be binding on the
Parties and it is hereby agreed to put the same in place by signing the revised Agreement.
The revised form of this Agreement, if any, shall be drawn up by the Promoter and shared
with the Allottee for execution, where after the Parties shall mutually decide on the date
and time for registration thereof with the Sub Registrar office.

24. PROVISIONS OF THIS AGREEMENT APPLICABLE ON ALLOTTEE

SUBSEQUENT/ ALLOTTEES:

It is clearly understood and so agreed by and between the Parties hereto that all the
provisions contained herein and the obligations arising hereunder in respect of the
Commercial Space and the Project shall equally be applicable to and enforceable against
and by any subsequent Allottees of the Commercial Space, in case of a transfer, as the said
obligations go along with the Commercial Space for all intents and purposes.
25. WAIVER NOT A LIMITATION TO ENFORCE:

25.1. The Promoter may, at its sole option and discretion, without prejudice to its rights as set
out in this Agreement, waive the breach by the Allottee in not making payments as per the
Payment Plan [Annexure C] including waiving the payment of interest for delayed
payment. It is made clear and so agreed by the Allottee that exercise of discretion by the
Promoter in the case of one Allottee shall not be construed to be a precedent and /or
binding on the Promoter to exercise such discretion in the case of other Allottees.

25.2. Failure on the part of the Parties to enforce at any time or for any period of time the
provisions hereof shall not be construed to be a waiver of any provisions or of the right
thereafter to enforce each and every provision.

26. SEVERABILITY:

If any provision of this Agreement shall be determined to be void or unenforceable under

the Act or the Rules and Regulations made thereunder or under other applicable laws,
such provisions of the Agreement shall be deemed amended or deleted in so far as
reasonably inconsistent with the purpose of this Agreement and to the extent necessary to
conform to Act or the Rules and Regulations made thereunder or the applicable law, as the
case may be, and the remaining provisions of this Agreement shall remain valid and
enforceable as applicable at the time of execution of this Agreement.

27. METHOD OF CALCULATION OF PROPORTIONATE SHARE WHEREVER

REFERRED TO IN THE AGREEMENT:

Wherever in this Agreement it is stipulated that the Allottee has to make any payment, in
common with other Allottee in Project, the same shall be the proportion which the carpet
area of the Commercial Space bears to the total carpet area of all the Commercial Space in
the Project.

28. FURTHER ASSURANCES:

Both Parties agree that they shall execute, acknowledge and deliver to the other such
instruments and take such other actions, in additions to the instruments and actions
specifically provided for herein, as may be reasonably required in order to effectuate the
provisions of this Agreement or of any transaction contemplated herein or to confirm or
perfect any right to be created or transferred hereunder or pursuant to any such
transaction.

29. PLACE OF EXECUTION:

The execution of this Agreement shall be complete only upon its execution by the Promoter
through its authorized signatory at the Promoter's Office, or at some other place, which
may be mutually agreed between the Promoter and the Allottee, in ____________________
after the Agreement is duly executed by the Allottee and the Promoter or simultaneously
with the execution the said Agreement shall be registered at the office of the Sub-Registrar
at Dehradun. Hence this Agreement shall be deemed to have been executed at
____________________.
30. NOTICES:

That all notices to be served on the Allottee and the Promoter as contemplated by this
Agreement shall be deemed to have been duly served if sent to the Allottee or the Promoter
by Registered Post at their respective addresses specified below:

_________________ Name of Allottee

_________________

(Allottee Address)

M/s Prateek Resorts and Builders Pvt. Ltd

ATS Tower, Plot No.16, Sector-135, NOIDA

It shall be the duty of the Allottee and the Promoter to inform each other of any change in address
subsequent to the execution of this Agreement in the above address by Registered Post failing
which all communications and letters posted at the above address shall be deemed to have been
received by the promoter or the Allottee, as the case may be.

31. JOINT ALLOTTEES:

That in case there are Joint Allottees all communications shall be sent by the Promoter to
the Allottee whose name appears first and at the address given by him/her which shall for
all intents and purposes to consider as properly served on all the Allottees.

32. SAVINGS:

Any application letter, allotment letter, agreement, or any other document signed by the
allottee, in respect of the Commercial Space, prior to the execution and registration of this
Agreement for Sale for such Commercial Space, shall not be construed to limit the rights
and interests of the allottee under the Agreement for Sale or under the Act or the rules or
the regulations made thereunder.

33. GOVERNING LAW:

That the rights and obligations of the parties under or arising out of this Agreement shall
be construed and enforced in accordance with the Act and the Rules and Regulations made
thereunder including other applicable laws of India for the time being in force.

34. DISPUTE RESOLUTION:

All or any disputes arising out or touching upon or in relation to the terms and conditions of
this Agreement, including the interpretation and validity of the terms thereof and the
respective rights and obligations of the Parties, shall be settled amicably by mutual
discussion, failing which the same shall be settled through the adjudicating officer
appointed under the Act.
IN WITNESS WHEREOF parties hereinabove named have set their respective hands and signed
this Agreement for Sale at ___________________________ in the presence of attesting witness,
signing as such on the day first above written.

SIGNED AND DELIVERED BY THE WITHIN NAMED:

Allottee: (including joint buyers)

1. Signature ______________________________________________

Name______________________________________________
Please affix
Address ______________________________________________ photograph and
sign across the
______________________________________________ photograph.
2. Signature______________________________________________

Name ______________________________________________

Address ______________________________________________

______________________________________________

SIGNED AND DELIVERED BY THE WITHIN NAMED:

Promoter:

(1) Signature (Authorised Signatory) ________ Please affix

photograph and
Name ______________________________________________ sign across the
Address ______________________________________________ photograph.

______________________________________________

At __________________on __________ in the presence of:

WITNESSES:

1. Signature ______________________________________________________

Name ______________________________________________________

Address ______________________________________________________

2. Signature ______________________________________________________

Name ______________________________________________________

Address ______________________________________________________
SCHEDULE 'A' – DESCRIPTION OF SAID LANDS (To be provided by Dehradun Team)*

SCHEDULE 'B' – PLEASE INSERT DESCRIPTION OF THE COMMERCIAL SPACE AND THE
COVERED PARKING ALONG WITH BOUNDARIES IN ALL FOUR DIRECTIONS

SCHEDULE 'C' - FLOOR PLAN OF THE COMMERCIAL SPACE

SCHEDULE 'D' – FURTHER DISCLOSURES AS PER RECITAL H.

SCHEDULE 'E' – BREAK UP OF TOTAL PRICE

SCHEDULE 'F' – PAYMENT PLAN

SCHEDULE 'G' – SPECIFICATIONS, AMENITIES, FACILITIES (WHICH ARE PART OF THE

COMMERCIAL SPACE)

SCHEDULE 'H' – SPECIFICATIONS, AMENITIES, FACILITIES (WHICH AR E PART OF THE

PROJECT)