JOINT VENTURE AGREEMENT

The

present

Joint

Venture

Agreement Private

under

the (A

name Real

of

M/s

Emerging

India

Ambreen

Mirus

Limited

Estate

Company) is undertaken on June 13, 2012 at Chandigarh by and between the parties as under:
1. Ambreen

Projects

Private

Limited,

Registered

Office

at

_______________________ contributes to the capital in the ratio of 40/100 and in the same capital ratio the company shall share the profits and losses in the Joint venture.
2.Emerging

India

Housing at

Corporation

Private

Limited,

Registered

Office

_______________________

contributes

to the capital in the ratio of 35/100 and in the same capital ratio the company shall share the profits and

losses in the Joint venture.

3. Mirus

Infratech

private

Limited,

Registered

Office

at

_______________________ contributes to the capital in the ratio of 25/100 and in the same capital ratio the company shall share the profits and losses in the Joint venture.

The terms and conditions of the Joint Venture Agreement between the above named parties to the agreement are as under: A. Terminology I) II) agreement means the Joint Venture Agreement. Joint Venture means Venture herein after.

III) effective date of the agreement as above mentioned date when the agreement is undertaken by the parties. B. General Terms and Conditions
I)

That the purpose of the present venture is to carry on the real estate project in the name of M/s Emerging India Ambreen Mirus Private Limited as an commercial object.

II)

That in the beginning the parties to the venture shall invest capital to the tune of Rs. 50,00,000 (Fifty Lacs Only) in their capital ratio as mentioned above.

III) That

the

additional

or

further

contribution

to

the

capital shall be as per the ratio mentioned here in or as per the supplement agreement entered into by the parties.
2

IV)

That the venture shall continue till the purpose is not completed or it is terminated by the parties by mutual agreement or as per the process of law.

V)

That

any

dispute

arising

amongst

the

parties

is

subject to the arbitration and the arbitrator shall be appointed in Chandigarh by the parties mutually as per the Arbitration and Conciliation Act, 1996 as amended time to time.
VI)

That the title of any and all property and assets of the Venture as well as all intangible rights including without limitation, all copyrights, trade names and

trademarks, in and to the Screenplay, the Project and all other forms of exploitation of the Property, and all ancillary, merchandising, music and book

publishing rights, shall be owned by and title held in the name of the Venture. VII) That the principal office of the venture shall be at ________________ or as mutually decided by the parties.
VIII)

That all the All contracts or agreements to be entered into by, on behalf of, or for the benefit of the

Venture must be signed by all Persons duly authorized by the parties to the venture hereto, it is being
3

understood that no Party shall have the right to bind the Venture with respect to the Property without the express written consent of the other Parties. It is understood entered without that by if a any Party contract or its or agreement is

into the

authorized of the

person other

express

written

consent

Parties or their duly authorized persons, the Party or its authorized person purporting to enter into such unauthorized contract or agreement on behalf of the Venture will indemnify Parties and hold all harmless the non-

contracting

from

claims,

liabilities,

damages and costs (including attorneys' fees and court costs) arising out of or pertaining to such

unauthorized contract or agreement.

IX)

That

the

Bank

Accounts

of

the

venture

shall

be

operated with the proper authorization by the parties to the venture and on behalf of all the parties the duly authorized person altogether shall sign the

documents in the banks and the signatories on behalf of all the parties shall sign if the cheque is above Rs. 10,00,000 (Ten Lacs Only) to be issued and upto Rs. 10,00,000 (Ten Lacs Only) Mr. Gurpreet Singh Sidhu is authorized to sign as per this agreement.
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X)

That

the

books of accounts shall be placed at the

place where the office of the venture shall take place.

XI)

That the Parties shall have equal power, authority and control over all creative, business, financial and

legal matters in connection with the Venture and the development, Property, thereto without and and production all all and exploitation and ancillary of the

subsidiary exploitation decisions

rights

thereof

including, the budget,

limitation,

regarding

the motion picture studio and/or distributor, the name of the Screenplay and the Project, and director, cast, producer, music, writers, and the consideration for

any rights granted or services rendered hereunder by Parties and others, and all decisions regarding the foregoing shall be made only by the unanimous

agreement of the Parties. The foregoing provisions are not intended to prevent or prohibit any parties from engaging in discussions with third parties with

respect to distribution of the Project, provided the Parties parties consult fully thereto with discloses to the It such other is discussions Party or and the and in

parties that,

same.

further

agreed

accordance with Clause 7(a), neither Party shall have

5

right to legally bind the Venture to commitments or contractual arrangements with any such motion picture distributor on behalf of the Venture or with regard to the Property without the express written consent and signature of all Parties. XII) That the credit facility shall be taken by the parties as per the mutual agreement taken by them from time to time. XIII) shall That if any of the party breaches the agreement liable to compensate the other parties on

account of breach.
XIV)

That the incapacity or insolvency of any of the party shall no bar the venture to continue and it shall be operative as per the laws of the land.

XV)

That each of the party hereby warrants that the right and capacity to enter into this agreement:

(1)

Shall not encumber or sell any property, assets or intangible rights of the Venture without the written consent of the other Parties;

(2)

Shall not assign, mortgage, hypothecate or encumber his, her or its interest in the Venture without the written consent of the other Parties;

(3)

Shall not loan any funds or extend the credit of the Venture to any person or entity without the written consent of the other Parties;

(4)

Shall

not

incur

any

cost,

expense,

liability

or

obligation in the name or on the credit of the Venture without the written consent of the other Parties;
(5)

Each Party hereby indemnifies and holds harmless the other Party or parties from and against any and all claims, liabilities, damages and costs(including but not limited to reasonable attorneys' fees and court costs)arising from any breach by such Party or parties of any representation, warrant or agreement made by such Party or parties hereunder;

XVI)

That None of the Parties shall be exclusive to the Venture and each party may develop other properties and engage in other activities separate and apart from the Venture and the other Parties. However, it is

agreed by the Parties that each Party shall devote as much time as shall be reasonably necessary to fulfill
7

his, her or its duties and obligations in connection with the Venture and the Screenplay, Picture or

Property, subject, however, to their availability.

XVII) That all the directors shall be given Salary of Rs.

1,50,000 (One Lac Fifty Thousand Only) per party to the agreement for their services. It means the share of salary to the representatives of each and every party is limited Only). to Rs. 1,50,000 If a (One party Lac has Fifty three

Thousand

For

Example:

directors then it shall distribute this amount of Rs. 1,50,000 (One Lac Fifty Thousand Only) amongst them as the ratio decided by the party, the venture shall give Rs. 1,50,000 (One Lac Fifty Thousand Only)to a party.
XVIII) That the sale will be through Real assets Private

Limited and it shall be given the commission at the rate of 9 percent for each selling. XIX) That no illegal activity shall be conducted by the parties to the venture or by the venture as in the interest of the venture. IN WITNESS WHEREOF, this Agreement is executed as of the date and year first above written.
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A. Duly Authorized Signatory on behalf of Ambreen Projects

Private

Limited,

Registered

Office

at

_______________________ Name of the Authorized Signatory

B. Duly

Signature (S)

Authorized Signatory on behalf of Emerging India

Housing Corporation Private Limited, Registered Office at _______________________ Name of the Authorized Signatory Signature (S)

C. Duly Authorized Signatory on behalf of Mirus Infratech

private

Limited,

Registered

Office

at

_______________________ Name of the Authorized Signatory Witnesses with complete name and address: Witness 1 Witness 2 Signature (S)