MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (MOU) is made and entered into at Gurgaon on the [] day of [], 2014.

BY AND BETWEEN ____________________________________________, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at ______________________________________________, hereinafter referred to as the Owner/Developer acting through its Director/Authorised Signatory ____________, who is duly authorized vide Board Resolution dated ________ to enter into and execute the present agreement (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors, assigns, nominees, subsidiaries and group companies) of the One Part; AND ________________________________S/o___________________________________ R/o _________________________(hereinafter called Purchaser/ Investor which expressions shall deemed to mean and include its assigns, nominees and successors in interest) of the SECOND PART. Purchaser/Investor (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors, assigns, nominees, subsidiaries and group companies) of the Other Part; WHEREAS:
A. The Owner/Developer has acquired development rights and possession of the Land measuring approx. 14.093 Acres situated in Village Dhanwapur, falling in Sector104, Gurgaon (hereinafter referred to as the Project Land) vide two Development Agreements dated 26.05.2011 executed with M/s. Great Value HPL Infratech Private Limited., a company incorporated under the Companies Act, 1956 having its registered office at 711/92, Deepali, Nehru Place, New Delhi-110019 and M/s. Kaanha Infrastructure Private Limited a company incorporated under the Companies Act, 1956 having its registered office at 711/92, Deepali, Nehru Place, New Delhi-110019 and is in the process of developing a residential Group Housing Project in the name and style of ATS TRIUMPH on the Project Land (hereinafter referred to as the Said Project). B.

The Owner/Developer has represented that the License and Approval of Building Plans for development of Said Project over the Project Land have already been obtained from Director Town and Country Planning (DTCP), Haryana. The Owner/Developer further represents that the Said Project is already launched and is expected to be completed by June, 2017, subject to force majeure conditions as provided in the Buyers Agreement.

C.

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D. The Said Project comprises of Residential Apartments of various sizes as per the Building Plans approved by the DTCP, Haryana as per the rules and regulations; E. The Owner/Developer has offered an apartment bearing No. [] in the Said Project for a Basic Selling Price of Rs. _______ per sq. ft. on sale on guaranteed buy back basis to the Purchaser/Investor. F. That relying on the representation and assurances of the Owner / Developer, the Purchaser/Investor has agreed to invest in the Said Project, subject to the owner/Developer assuring him the guaranteed buy back with assured return of the Apartment Bearing No. [] in the Said Project at the Basic Selling Price of Rs. _____ per sq. ft. after expiry of 36 months from the date of booking, on the terms contained hereinafter;

NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS UNDER: 1. The Purchaser/Investor hereby agrees to invest by way of purchase of an apartment detailed below, in the Said Project (Hereinafter referred to as said Apartment) with a view to earn guaranteed return upon Buy back by the Owner/Developer and/or acquire the said Apartment. Apartment No. Floor Tower Super Built Up Built Up Area Area (Sq.ft.) (Sq.ft.)

2.

The Owner/Developer has already executed a separate Buyers Agreement with the Purchaser/Investor for the Said Apartment containing terms and conditions applicable to the sale of of the Said Apartment. The Purchaser/Investor has already paid to the Owner/Developer a sum of Rs. [] /(Rupees [] only) towards part payment (15% of Basic Selling Price) for the said Apartment plus applicable service tax. The Purchaser/Investor confirms that he is financially eligible for sanction of housing loan of approx. Rs. [] /- under subvention scheme and there are no legal impediments which restricts banks from disbursing housing loan to the Purchaser /Investor or on his behalf directly to the Owner/Developer. The Purchaser/Investor undertakes and agrees to submit all the necessary papers as per the checklist provided by the bank and/or Owner/Developer within 7 days of booking and co-ordinate with the bank to complete the entire paper work and execute the loan Agreement and other documents required for disbursement of Loan so that the first installment can be disbursed by the bank within 45 day of booking, subject to compliance of all necessary formalities by the Owner/Developer. This MOU shall come to an end in case the bank fails to disburse the first installment payable to the
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3.

4.

Owner/Developer within 45 days of booking due to delay in submission of Documents by the Purchaser/Investor and or any other default directly attributable to the Purchaser/Investor. In such an eventuality, the Owner/Developer shall refund the entire booking amount of Rs. [] /- (Rupees [] only) paid by the Purchaser/Investor without any deduction to the Purchaser/Investor immediately. 5. The Purchaser/Investor shall be liable to initially pay the loan processing charges to the bank for obtaining bank loan. However, upon buy back after expiry of 36 months the Owner/Developer shall be liable for foreclosure charges, processing fees and any other charges levied by the bank on the Purchaser/Investor. The Owner/Developer hereby confirms that the housing loan arranged from specific banks for the Purchaser/Investor is under subvention scheme and there is no interest liability on the Purchaser/Investor to the Bank for a period of 36 months from the date of booking. In case of any interest liability the Owner/Developer shall be liable to pay the same for the said period of 36 months from the date of booking. The Purchaser/Investor undertakes to pay an additional amount of Rs. [] /- (Rupees [] only) towards 10% of Basic Selling Price plus applicable service tax at the time of completion of structure of the Tower of the Said Apartment or within 12 months from the date of Booking, whichever is later within the time period specified in the Demand Letter. The Owner/Developer shall give at least 15 days to the Purchaser/Investor to make the above mentioned payment from the date of receipt of the Demand Letter. In the event of default or delay in making the payment this MOU shall come to an end and Purchaser/Investor shall be bound by the standard terms and conditions of Buyers Agreement. In the unlikely event of the Owner/Developers inability to complete the structure of the Tower of the said apartment within 36 months from the date of booking, the Purchaser/Investor will not be liable to make the above mentioned payment of 10% of Basic Selling Price plus applicable service tax to the Owner/Developer. It is hereby agreed by the parties that the Purchaser/Investor, within a time frame of 33 months from date of booking to 36 months from the date of booking, shall be entitled to call upon the Owner/Developer in writing, to purchase the aforesaid Apartment @ Rs. ________ /- per square feet plus service tax paid till date by the Purchaser/Investor and in such a case the Owner/Developer shall repurchase the said Apartment within 30 days of expiry of 36 months from the date of booking. The Purchaser/Investor will execute the necessary documents to surrender the allotted units in favour of the Owner/Developer upon receipt of payment. The Purchaser/Investor shall execute such necessary deeds, documents in favour of Owner/Developer for the surrender of the said Apartment by the Purchaser/Investor to Owner/Developer and the payment of repurchase price is subject to applicable tax laws. In case of delay in making the payment of repurchase price by the Owner/Developer to the Purchaser/Developer beyond 30 days, the Owner/Developer shall be liable to pay interest @ 18% per annum for the period of delay on the total repurchase price payable to the Purchaser/Investor. It is hereby clarified that till the time the repurchase price is fully paid by the Owner/Developer to the Purchaser/Investor, the
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6.

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8.

Owner/Developer shall also be liable to pay to the Bank all installments, Pre possession EMI, interest to the bank directly and keep the Purchaser/Investor fully indemnified in this regard. 9. In the event the purchaser/Investor fails to exercise this buy back option within the time frame mentioned in clause 8 hereinabove, this guaranteed buy back option and MOU shall come to an end and the Purchaser/Investor shall be governed by the terms and condition of Buyers Agreement executed with him. 10. In case the Bank permits to transfer the subvention loan to the Purchaser/Investors nominee, the Owner/Developer shall allow the Purchaser/Investor to transfer the said apartment to their nominee. However, in case of transfer of Loan the Purchaser/Investor shall be liable for foreclosure charges, processing fees and any other charges, penalty levied by the bank on the Purchaser/Investor for closing/transfer of the subvention loan. The Purchaser/Investor undertakes to keep the Owner/Developer fully indemnified in this regard. In case of such assignment/nomination, the Transfer Charges charged by the Owner/Developer shall not exceed Rs. 100 per sq.ft and the Owner/Developer will be bound to honour the terms of this Memorandum of Understanding in favour of the first nominee/assignee of the Purchaser/Investor. 11. In the event of any breach of the terms, conditions, covenants contained in this Memorandum of Understanding, the other party shall be entitled to specific performance, in addition to the enforcement of securities. In the event of any difference or dispute between the parties hereto with respect to this Memorandum of Understanding, the same shall be referred to sole arbitrator mutually appointed by the parties in accordance with the provisions of the Arbitration and Conciliation Act, 1996 or any re-enactment or modification thereto. Such arbitration shall be held in New Delhi. This Memorandum of Understanding is subject to the jurisdiction of the Courts of New Delhi.

12.

IN WITNESS WHEREOF the parties have hereunder set and subscribed their respective hands to these presents on the date, month and year hereinabove written. Signed and delivered by the With-in-named Owner/Developer __________________________ by the hands of the Authorised Signatory in the presence of Signed and delivered by the With-in-named Purchaser/Investor In the presence of ) ) ) ) ) ) ) )

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