RENT AGREEMENT

This Rent Agreement (hereinafter referred to as “Agreement”) is made at Delhi on this

day of , 20

BETWEEN

____________________________________ S/D/W/o ______________________________________

R/o ____________________________________________and S/D/W/o ______________________
R/o ______ _____________________________ (hereinafter referred to as the “First Party”, which
expression shall, repugnant to the context or meaning thereof, be deemed to include his heirs, executors,
administrators, successors-in title and permitted assigns) of the One Part;

AND

M/s Raheja Developers Ltd. (CIN: ), a Company incorporated under the

provisions of the Companies Act, [1956 or 2013, as the case may be], having its office at Delhi Mall, Patel
Nagar Road, New Delhi – 110008 and registered office at 205/W4D, Keshav Kunj, Carriapa Marg,
Western Avenue, Sainik Farms, New Delhi- 110068 through its authorized signatory
duly authorized vide Board Resolution dated (hereinafter referred to as the “Second Party/Company”,
which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its
successors-in-title and permitted assigns) of the Other Part.

The First Party and the Second Party are hereinafter individually referred to as a “Party”, and
collectively referred to as the “Parties”.

WHEREAS:

A. The first party acknowledges and understands that under PPP Scheme, Development Agreement
dated 04.09.2009 (“Development Agreement”) was executed between DDA and Second Party,
which is the first In-Situ Slum Redevelopment Project under PPP mode with DDA for
development of sites with various facilities required for residential and other development as
per specified norms on a total area of 5.22 Hectares (approx). The first party further
acknowledges and understands that in terms of the said Development Agreement, the Second
Party is entitled to accept bookings from the public and dispose of the quota of free sale
commercial component equivalent to 10% of available FAR on 4.25 hectares of land as per
Master Plan 2021, being developed over 8677 sq. Mts (hereinafter referred to as the “said
Land”), in the open market as per sanctioned plans, for consideration to be determined by the
Second Party. The first party further acknowledges and understands that DDA has handed over
possession of the land of a total area of 5.22 Hectares (approx.), which is inclusive of the said
Land and has assigned and issued approval for the commencement of development/construction
of the entire project.

B. On part of the said Land measuring 8677 Sq. Mts, the Second Party is developing a commercial
complex in a phased manner comprising of a multi-storeyed building/towers, amenities,
facilities and services etc., under the name and style of “Delhi Mall”, hereinafter referred to as
 the “said Complex/project”. The Second Party has registered the said Complex under the
provisions of the Real Estate (Regulation and Development) Act, 2016 and the Rules made there
under with the Real Estate Regulatory Authority for the National Capital Territory of Delhi at
New Delhi on 26.06.2018 under registration No. DLRERA2018P0013 with extension till
12.08.2025 as per No. F1(20)/Execution/PR/RERA/2018/3886. Further, the plans will be
revised under new Master Plan provisions with any applicable FAR of 400 or latest FAR
including addition of floors and parking floors which will be availed by the Promoter and First
Party hereby agrees to give unconditional and irrevocable consent to the same.

C. The Second Party is in the process of development of the said Project by the name of “Delhi
Mall” on the said Plot of Land. The First Party has booked a space/invested as a co-
applicant/shareholder in space of Unit No.__________________ and therefore requested the
developer to consider, to execute and manage its rights over the units for leasing, renting and
delegate to handle all affairs as an applicant or as a co-applicant along with other applicants
working as a consortium to manage, maintain, rent. collection, distribution, and portfolio
management of undivided unpartitioned mutual space rights within this particular unit for the
purpose of having a sustained income stream from this real estate asset within the Act and
guidelines of RERA / Mutual Fund Investment and other regulatory banking authorities and
request to accept lease/tenant rights collectively by way of assignment/Power of Attorney to
manage and operate or by way of partnership deed/LLP/mutual arrangement for leasing out the
applied unit.

D. The Second Party, in furtherance of the application, has agreed to the request and proposal of
the First Party to manage and maintain the allotted undivided unpartitioned commercial space
bearing No. / having carpet area admeasuring _______________ sq. fts./
sq. mts. And super area admeasuring sq. ft./ sq. mts. being
unit No. _______________/or undivided indivisible part of unit bearing No. having
carpet area of sq. ft./ _________ sq. mts., covered area of
sq. ft/ sq. mts. and super area of sq. ft. / sq.
mts. on Floor (“Larger Commercial Space”) in the Project, more particularly
described in the Schedule-A to the First Party vide Agreement dated and as
per the Project’s development plans, the First Party has paid a sum of Rs. __________ in
advance % of Total Sale Price of the Unit (“Advance”) and thus the First Party
has acquired the allotment right of the Unit.

E. The First Party has apprised the Second Party that he has purchased/ booked the said Unit in the
said Project for commercial purpose to earn profit on the investments and is desirous of earning
regular rent and Prepayment Rebate from the said Unit. For this purpose, he is desirous of
availing both a Tenant Rental as well as a Prepayment Rebate. And accordingly has opted for a
down payment plan to avail Prepayment Rebate with a request for help in investing the
Prepayment Rebate amount for a regular income plan for self and family by the investment of
the same into a Bank arrangement for a regular monthly income plan in accordance with
RERA/banking laws and also to lease it out for a long term income/investment.

F. In view of the same, the First Party has approached the Second Party to facilitate the First Party
to rent out said Unit to any Third Party/Brand/ Lessee (“Tenant”) by entering into a rent
arrangement with such Tenant so that first party may avail a (“Tenant Rental”). The First Party
 has requested the Second Party to rent out the Unit to prospective tenants on his behalf at the
sole discretion of the Second Party or its nominated professional management Company(s) and
hand over the physical possession for which a Special Power of Attorney will be registered in
favour of the Second Party or its nominee(s).

G. In addition, the First Party has also requested the Second Party to extend financial benefit in the
form of payment of (“Prepayment Rebate”). For the purpose of securing his/her income during
the (“Prepayment Rebate Period”), the First Party has requested and thereby accepted to invest
his Prepayment Rebate into a Mutual Fund Systematic Withdrawal Plan (“MF-SWP”), a
Banking Instrument, to avail equal monthly instalments and the second party has agreed to assist
the first party in executing an arrangement with LIC/SBI/any other Bank offering this MF-SWP
by depositing the Prepayment Rebate Discount received in a bank account (details whereof to
be provided by the applicant) or as proposed by the Applicant prior to execution of Agreement
to Sell. The First Party has requested that the Prepayment Rebate Discount shall not form part
of the Property/Unit Value and it shall be credited into the proposed account of the First Party,
and therefore shall not be part of the Real Estate asset but will be part of Bank investment for
assured income return and therefore shall not attract GST/EDC/IDC or any other taxes/levies.
Post adjusting/transferring the Prepayment Rebate Discount, the remaining value shall be
considered as the final net property value, inclusive of GST/EDC/IDC or any other Govt levies
and charges as per the Real Estate Regulatory Act (RERA) and other Acts as may be applicable.

H. The regular return shall be paid in either one of the following three options as opted for by the First
Party:

Option (I): 24 months + 48 months Option (II): 48 months (after 24 months)

Option (III): Full NPV

In case of Option (I): The prepayment rebate shall be payable of / Rs. ____________ (Rupees
_____________________________ ) per month for 24 months starting from the date of transfer
of Prepayment Rebate Discount of an amount of Rs.______________/- to the MF-SWP by the
First Party and @ Rs. _____________ (Rupees _____________________________ ) per month
for 48 months starting 24 months after the date of transfer of Prepayment Rebate Discount 2
of an amount of Rs.______________/- to the MF-SWP by the First Party. The First Party is
aware that he may have to open two different accounts for the same.

In case of Option (II): The Prepayment Rebate shall be payable / Rs. ____________ (Rupees
_____________________________ ) per month for a period of 48 months commencing upon
expiry of 24 months from the date of transfer of Prepayment Rebate Discount of an amount
of Rs.______________/- to the MF-SWP by the first party.

In case of Option (III) : The First Party shall not be availing any Prepayment Rebate/ Discount
but shall be eligible for the Tenant Rental.

The Second Party as the Developer of the Project and in order to support the First Party has
agreed and accepted the request of the First Party on terms and conditions mentioned herein
 below.

I. The First Party has agreed and consented that, the Second Party over and above, shall also remit
the actual “Tenant Rental” (without any interest as and when received) from the Tenant (as and
when the building is completed and occupied) and such actual rental may be as per the actual
market norms. The First Party has further agreed that the Second Party has neither given any
guarantee nor assurance regarding the amount of actual rental to be received from such Tenant
in future.

J. It is further understood that the First Party Applicant has submitted an application to the MF-
SWP to open a separate account for the purpose of the SWP by remittance/credit of the
Prepayment Rebate availed. The Applicant/ First Party confirms that he/she shall transfer the
amount of (Prepayment Rebate Discount) received from the Second Party into the separate
MF-SWP account with a lock-in period of 6 years. Out of the said period of 6 years, (i) in case
of option (I) there will be accounts opened with the bank or its associated subsidiaries/associates
for secured return by way of credit from the MF-SWP, first for a tenure of 24 months with an
estimated yield of Rs. ____________ /- per month (and for a total tenure of 6 years), followed
by an estimated yield of Rs. _________ /- per month for the next 4 years that shall be payable to
the Applicant Bank/Associated Account on a monthly basis as per the MF certificate by MF-
SWP of Bank or its associated subsidiaries/associates (ii) in case of option (II) the first 2 years
shall be a non-withdrawal period followed by an estimated yield of Rs. _________ /- per month
for the next 4 years that shall be payable to the Applicant on a monthly basis as per the MF
certificate by MF-SWP.
Any shortfall in the yield within the 24 months and/or 48 months which is lesser than the
estimated yield shall be paid to the First Party by the Second Party within 3 months from the end
of total tenure.

K. That it is clearly understood that once the Second Party has transferred the Prepayment Rebate
Discount amount into the bank account instrument of the First Party, the Second Party is
absolved of any further commitment to be fulfilled in this regard and any failure of either the
First Party to transfer the money to the MF-SWP shall have no bearing on the Second Party. The
further and future relationship will be solely and purely between Bank and First Party

L. In case the First Party withdraws from the SWP prematurely or resells his unit to another party,
or does not deposit or withdraw the money from the SWP investments then also the Second Party
shall have no further liability of the Prepayment Rebate after transferring the Prepayment
Rebate Discount to the account of First Party.

M. In case the First Party makes a cancellation of the purchased unit before the Offer of
Possession/Conveyance Deed the Second Party shall have the right to recover the amount of
(Prepayment Rebate Discount) from the total paid amount against the unit in addition to any
other deductions as may be specified in the Agreement for Sale and unit will be deemed to be a
lien free asset of the second party and any further sale or rent receivables will be the non-
encumbered receivables by the second party

NOW, THEREFORE, in consideration of the First Party’s intention to confer rental/leasing

rights/arrangements of the said Unit and mutual covenants contained in this Agreement, each of the Parties
hereby agrees as follows:

1. GRANT OF RIGHT TO RENT OUT

By virtue of the allotment right acquired by the First Party by way of booking in Delhi Mall with
respect to said Unit, the First Party hereby confers upon the second party the right to rent out the
said Unit on behalf of the First Party along with physical possession of the said Unit and thus
hereby confirms and consents to rent out said Unit to such Tenant at the sole discretion of Second
Party collectively / Jointly or severally with other Commercial Spaces/Shops in the said Project on
such terms and conditions as may be agreed between such Tenant and the Second Party and to
hand over physical possession of the said Unit to such Tenant /operator to hold and enjoy the
same by such Tenant/operator from the date of grant of offer of possession of the Unit to the First
Party by the Second Party till expiry or early termination of this Agreement and the Second Party
hereby accepts such right conferred upon by First Party to Second Party.

2. OBJECT OF THIS AGREEMENT:

2.1 The Object/Scope of this Agreement is to make arrangements to create sustainable monthly income
through the hybrid method of Bank SWP and real estate ownership and rent out the said Unit of
real estate by the second party through a long-term sustainable income and asset for and on behalf
of the First Party for payment of Tenant Rental to the First Party commencing upon the
actual lease as and when concluded and subsequent receiving of rental from the tenant (“Tenant
Rental on a perpetual basis. It is understood that the Second Party shall only be arranging
to appoint a professional agency like JLL, Cushman and Wakefield, colliers or the like
or an equivalently competent agency and shortlist, negotiate, arrange, and signup with
the tenant on behalf of the First Party and manage and maintain or transfer rent as and
when received from the Tenant, and shall not be liable to pay tenant rental on its own,
regardless of the commercial space being leased or not. The Initial term of the Rent
Agreement will be of a s p e r t h e r e q u i r e m e n t o f t h e l e s s e e and upon expiry of t h e
initial Term, the Rent Agreement shall be renewed for subsequent terms at the sole option of
the Second Party/Nominee. The First Party hereby agrees that the possession of the Unit, free
and clear from Encumbrances except for loan, if any towards the purchase of the said Unit,
shall stand delivered/handed over to the Second Party on the date of grant of offer of deemed,
virtual possession of the Unit to the First Party by the Second Party. To this effect, the First party
shall ensure that at the time of availing any loan, they must include and disclose in the loan
document that in case of any default by the first party, whether before or after the completion
and handover of the space or anytime in the future, the physical possession of the undivided,
un-boundaried share cannot be given to a lender as it forms part of a larger commercial space
with a prevailing tenant, as well as other owners, the rights of whom cannot be compromised.
The First Party hereby agrees and undertakes that he/she shall furnish a No Objection Certificate
from the financial institution/bank from which the First Party may have procured a loan for the
purchase of the said Unit. The First Party hereby further agrees and undertakes that if due to
such loan/encumbrance, there is any interference in peaceful, unhindered, exclusive and lawful
occupation and use of the said Unit by the Second Party/Tenant, which affects the business of
such Tenant, then the First Party / i t s l e n d i n g i n s t i t u t i o n undertakes n o t to interfere
failing which the Second Party hereby reserves the right to terminate this Agreement and also to
 stop making payment of Tenant Rental to the First Party/Mortgagor.

2.2 FIT-OUT PERIOD: A period of 3 (three) months from the date of the grant of offer of deemed,
virtual possession of the Unit to the First Party by the Second Party shall be referred to as
Fit-Out Period or as best negotiated with the prospective brand after which the First Party
shall be entitled to Tenant Rental basis the individual tenant agreement between the Second
Party/Nominee (on behalf of First Party) and the Tenant.

2.3 TENANT RENTAL PERIOD: The Parties hereby agree that although the Second Party shall
try on a best-effort basis to keep the Property 100% leased at all periods during the tenure of the
TERM, there may be some periods when their unit may not be on lease to a Tenant, during which
times, no tenant rental shall accrue to the First Party. The First party also agrees that there may
be times when a Rent Free Fit-out period may be given to a certain tenant before the start of their
operations. The First Party also understands and agrees that all Tenants in the building may offer
different terms of lease in the form of rentals, minimum guarantees, revenue sharing etc. and that
it shall have no objection in the Second Party holding complete leasing rights to decide the best
tenant mix for the success of the overall Property and in benefit of all the investors in the Property.
Also, the second party shall have the right to hold on to the security deposit, if any, paid by the
tenant till the time of the expiry of the lease and to decide upon compensatory adjustment of
actual pro rata fit-outs or shut down periods for repairs and revamps.

3 PAYMENT DURING TENANT RENTAL PERIOD

3.1 The First Party hereby confirms and agrees that the Second Party/Nominee will arrange and
shall only be liable to transfer the actual Rent without any interest to the First Party as and when
payable and paid by such Tenant and received by the Second Party less Administrative Charges
up to 10% of the month Rent as per terms of this Agreement/Deed to be executed between the
Second Party and such Tenant. The Second Party under no circumstances shall be liable and
responsible for payment of any rent out of its own sources. After the expiry of the Prepayment
Rebate Period, if the actual tenant rent is less than the Prepayment Rebate, then the First Party
shall not make any claim of difference amount from the Second Party. In the event such Tenant
makes any delay in payment of Remaining Rent for the Remaining Period to the Second Party
and as a result thereof, the Second Party makes delay in passing on Remaining Rent to the First
Party(s), then the First Party(s) shall not make any claim or demand of rent or interest or penalty
or damages as financial debt from the Second Party and the Second Party shall remain
indemnified and have no liability and responsibility for payment of such interest or penalty or
damages to the First Party(s).

3.2 The Tenant Rental shall be subject to deduction of applicable tax at source.
3.3 The Second Party shall pay GST, as applicable on the Tenant Rental against the invoice raised
by the First Party with respect to the said Unit.

3.4 The First Party hereby agrees and consents that he shall abide by the terms of this
Agreement and shall also honour and accept the terms of the Agreement executed/to be executed
between such Tenant and Second Party (“Tenancy Agreement”).
3.5 Only in case direct amortization/transfer of rent is not possible by the Tenant into the account of
th
the First Party due to any reason whatsoever, the First Party shall raise the invoice by the 15
day of that month for Tenant Rental for the previous month and Second Party shall pay the
Tenant Rental and Remaining Rent to the First Party by 25th day of that month. The following
shall mandatorily be mentioned on the invoice:
(i) First Party’s GST No.
(ii) First Party’s Service Accounting Code
(iii) First Party’s PAN
(iv) Second Party’s GST No.
(v) First Party’s Bank Account details
(vi) Period for which invoice is being raised

Any changes in any of the above will be duly intimated by Email and Registered Post. However,
if the First Party is not statutorily bound to be registered under GST (either due to turnover limit
or any other reasons as specified under GST Law from time to time), then the First Party shall
be obliged to give to the Second Party an undertaking, in the form of an affidavit, stating that the
First Party is not required to register under GST. The First Party shall keep the Second Party
informed when it becomes mandatory for the First Party to register under GST, and shall provide
the Second Party with the GST No. and Service Accounting Code.

3.6 The Second Party shall pay to the First Party, GST as specified in the valid invoice, if
applicable. The First Party hereby irrevocably agrees that in the event the Second Party suffers
any losses due to t h e First Party’s non-compliance of GST Law (including but not limited
to delay or non-submission of valid invoices), then the Second Party shall have the right to deduct
from the subsequent month’s rent payable upon prior intimation to First Party or raise a debit
note (whichever applicable), against such financial loss or penalties (including but not limited
to GST credit) suffered by the Second Party. However, if the First Party suffers any financial loss
or penalties on account of any non-compliance to GST laws or non-payment of applicable GST
on Tenant Rental and Remaining Rent by the Second Party, the Second Party shall reimburse
such loss to the First Party. In no event shall the invoice be raised in any other month, than the
month in which the rent becomes payable by the Second Party.

3.7 The period during which such Tenant carries out fit-out and interior works in the said Unit is
known as the fit-out period. In case such Tenant carries out fit-out and interior works in the said
Unit after, then the First Party shall not claim any rent during such Fit-out period. However, if
such Tenant has already commenced business operations from the said Unit till the date of expiry
of Tenant Rental Period, then the Rent free fit-out period will not be applicable in such case.

4. MUNICIPAL TAXES/PERMISSIONS

During the period of the Term, the First Party shall regularly and punctually bear and pay
outgoings, charges and all other similar contributions in respect of the said Unit, including all
increases, if any, pursuant to the Agreement for smooth continuance of tenancy by the Second
Party/Tenant. This may include House Tax/Property tax etc. However, insurance, if any may be
borne by the second party but debited to the First Party. If the First Party fails to make any such
payments including statutory and operational payments the operators are authorized to deduct
 the same from the Tenant rental accruing to the first party

5. COMMON AREA MAINTENANCE (“CAM”) CHARGES & UTILITIES CHARGES

The Common Area Maintenance (“CAM”) of the Project shall be undertaken by the
Maintenance Agency appointed by the Second Party for that purpose. The Maintenance Agency
shall not charge any CAM Charges from the First Party during the Prepayment Rebate period.
In case the said Unit is rented out to such Tenant or an alternate Tenant, as the case may be, then
such Tenant or an alternate Tenant, as the case may be shall be liable and responsible to pay
monthly CAM charges, electricity, water and power back-up charges to the appointed
maintenance agency for the tenure of rent/lease/leave and license arrangement between such
Tenant and the Second Party. In case of a space being vacant beyond the period of Prepayment
Rebate Period, the CAM shall accrue to the First Party but be paid by the Second Party and
recovered from the future lease once the tenant is in place.

6. RENTING OUT OF SAID UNIT

6.1 The Parties agree that the Second Party shall have the express and unqualified rights to rent
out/enter into a license basis or in shop- in- shop arrangement of the Unit to such Tenant at the
sole discretion of the Second Party collectively with other Commercial Spaces/Shops in the
said Project on such terms and conditions as may be agreed between such Tenant and the Second
Party during the Term. The Parties further agree that the Second Party shall enter into rent
arrangement with such Tenant at the sole discretion of the Second Party and the First Party shall
not have any objection to it. The parties agree that no further act, consent or action of the First
Party would be required with regard to renting out of the Unit by the Second Party. The Second
Party/Tenant shall be entitled to use the said Unit any time of the day or night and/or on holidays
at the sole option of the Second Party/such Tenant without any restrictions or limitations relating
to the working days or hours at the said Unit, however, subject to statutory restrictions.

6.2 The First Party hereby authorizes the Second Party to rent out the said Unit on behalf of the First
Party to such Tenant at the sole discretion of the Second Party collectively with other
Commercial Spaces/Shops in the said Project even after execution and registration of the Sub-
Lease Deed of the said Unit in favour of the First Party for which he has executed an irrevocable
special power of attorney which will be undertaken to be duly registered before the sub-registrar
along with the execution of this Rent Agreement.

6.3 The Parties hereby understand, acknowledge and agree that the aforesaid tenancy rights are
qualified by an understanding and an agreement between the First Party and the Second Party that
in the interest of making the said Project a successful happening place of business, such rights
for letting out the said Unit shall be exercised by the Second Party at its discretion considering the
situational demand for the most suitable/ best offers available according to the prevailing market
sentiments/conditions and options for commercial operations methodology i.e. revenue
sharing/rental or any other available option and the outcome of such efforts by the Second Party
shall be accepted by the First Party. Both the parties hereby consent to the aforesaid and to
facilitate the same the first party consents that the second party nominee will sign and execute
the documents related to the constitution, formation, operation, voting, and maintenance by
exercising these rights under SPA.
7. FIRST PARTY’S REPRESENTATIONS, WARRANTIES AND COVENANTS:
The First Party hereby state, represent, agree, undertake and covenant that:
7.1 From the date of the grant of offer of deemed, virtual possession of the Unit to the First Party by
the Second Party, the Second Party shall be entitled to peacefully possess and enjoy the Unit
during the Term of this Agreement without any interruption or disturbance from or by the First
Party or any person claiming for the First Party and the First Party agrees, consents and
undertakes the same.

7.2 The First Party shall not deal with any third party regarding renting out of the said Unit as the First
Party recognizes the creation of the Second Party’s right to rent out the said Unit to such Tenant.

8. ALTERATIONS & RENOVATIONS:

8.1 The Second Party/such Tenant is hereby permitted to at any time during the term of this
Agreement to make and effect upon the Unit such renovations, alteration and changes as the
Second Party/such Tenant may deem necessary, incidental or advantageous for the conduct of
its business, including but not limited to:

a) Installation of partitions, counters, name boards or logos illuminated or otherwise and

other fixtures such as cabins, screens, shelves, racks, sun blinds, gas electrical
appliances, geysers, telephones, air-conditioning ducts for central air-conditioning,
electrical fittings and fixture and such other fixtures and fittings including additional
load of electricity, if feasible in the Unit, merger of the Unit with other units to make a
larger area as may be deemed fit by the Second Party/such Tenant.

b) Installation of necessary communication equipment, including but not limited to servers,

antennae, VSAT, satellite earth stations and all or any communication equipment at the
Unit and provide the necessary support, foundation, cabling, ducting etc. to their
installation and to connect the same with the equipment within the Unit at its own cost in
accordance with local bye-Laws as may be applicable.

c) Branding and signage rights, parking rights, EV charging rights, solar energy production
and sale as well as kiosks in common areas and the company maintained assets of the
entire mall and its spaces will vest with the second party/nominee who may draw
exclusive benefits out of it

8.2 All articles, things, installations, fixtures and fittings installed at the Unit by the Second
Party/such Tenant, shall be the absolute property of the Second Party/such and the Second
Party/such Tenant shall be entitled to dismantle, remove and take away the same from time to
time and upon vacation of the Unit on expiry or early termination of the rent arrangement, any
damage to the Unit in doing so shall be made good by the Second Party/such Tenant.
However, any salvaged fit-outs and furniture will be dealt with at the sole discretion of the second
party.

8.3 In case such Tenant desires to carry out interior work/fit outs or provisioning of any amenities
or facilities within the said Unit for the purpose of commercial operation therefrom by such
Tenant, then such interior work/fit outs or provisioning of any amenities or facilities within the
 said Unit shall be carried out by such Tenant and the costs and expenses for the same will be borne
by such Tenant.

9. TRANSFER AND MORTGAGE

In case the First Party wants to sell off the said Unit, he/she shall give thirty (30) days prior written
intimation to the Second Party in this regard to come and have discussions and execute all such
documents and papers and pay all such statutory stamp duty, taxes and charges and administrative
charges. If the Second Party or its nominee fails to accept the offer made by the First Party within
thirty (30) days, the right of refusal will cease and the First Party shall be entitled to sell the Unit
on the said terms and conditions alone to a third party with all pre-existing disclosures of
ongoing arrangement faithfully and truthfully. In the event of variation of the terms and
conditions, the right of the Second Party for first refusal shall be revived. In the event the Second
Party or its nominee accepts the offer the First Party shall sell the Unit to the Second Party or to
such person as the Second Party may nominate. In case the Second Party decline the first right of
refusal it shall continue to have rights to rent out the said Unit to such Tenant. The First Party
shall provide a copy of this Agreement to the new Purchaser(s) so that the terms and conditions
of this Agreement are completely understood by the new purchaser and the First Party will give
written intimation to the Second Party in respect of the rent to be paid to the new purchaser
simultaneously on execution and registration of the Sub Lease Deed in favour of the new
Purchaser(s) along with Deed of Attornment and rent transfer letter by the First Party, Acceptance
letter from the new Purchaser(s) and a copy of the Definitive Agreement/Sub-Lease Deed. In
the event the First Party wishes to sell the said Unit, the First Party covenants to obtain an
acknowledgement from the new purchaser as a condition precedent to such transfer to be bound
by the same terms and conditions as contained in this Agreement. The First Party will ensure that
the new purchaser(s) shall be obliged/ bound to honour the terms of such rent arrangement with
such Tenant during the tenure of such rent arrangement with such Tenant. Any mortgage,
transfer etc. of the said Unit shall always be subject to the rights of the Second Party.

10. ASSIGNMENT
The Parties hereby agree that from the date of the grant of offer of deemed, virtual possession of
the Unit to the First Party by the Second Party, the Second Party shall be free at all times to assign
or transfer the operation/maintenance/income distribution benefit under this Agreement to its
affiliates or any Third Party, without the need for any additional consent or payment to the First
Party. In the event the First Party(s) opts to assign/transfer all his rights in the said Unit to any
of his assignee/nominee, such assignee/nominee shall step into the shoe of the First Party(s) and
adhere to the terms and conditions of the said Agreement for the remaining Term.

11. REGISTRATION OF THIS AGREEMENT

Both parties will cooperate for t h e registration of this Agreement and present before the
concerned authorities the required documents to register this Rent Agreement simultaneous to
its execution. The Stamp Duty, Registration charges and all expenses in connection with the
execution and registration of this Agreement including legal expenses will be borne solely by
the First Party.

12. FORCE MAJEURE

If the Unit or any part thereof is severely damaged or destroyed due to any unforeseen
 circumstances, earthquake, flood, riots, external aggression, the act of God (“Force Majeure”)
or any other event as a consequence of which the Unit cannot be restored by the First Party
within a reasonable time that may be agreed by the Second Party or if the Unit is acquired or
requisitioned compulsorily by any authority or if the construction of the Unit or any part thereof
is declared unauthorized and is ordered to be pulled down under the order of the court, or tribunal
or the Governmental Authority, in such an event, this rent shall automatically stand
determined/terminated and the Second Party shall not be liable to pay the Rent for any period
during which Force Majeure event has occurred.
13. TERMINATION OF THIS AGREEMENT AND CONSEQUENCES
13.1 The First Party hereby agrees, confirms and undertakes that they shall not terminate this
Agreement during the Term as defined in clause 2.1. However, the First Party shall have the
right to terminate this Agreement only if the Second Party, upon receipt of actual Rent from the
Tenant, fails to arrange to transfer the actual Rent to the First Party for a period of 6 (six)
consecutive months and the default is not rectified by the Second Party provided the First Party
has served a written notice of 90 days upon the Second Party in this regard. However, if during
the notice period of 90 days, the Second Party rectifies the default, the termination notice shall
deem to have been withdrawn by the First Party.

13.2 The Second Party shall have a right to terminate this Agreement in case of default by the first
party in paying any pending instalment for the purchase of the unit, and subsequent
conveyance/sale deed execution. It may also terminate this agreement, in case the First party
tries to take unlawful possession or cause hindrance to the tenant or other investors in the same
space.

13.3 CONSEQUENCES OF TERMINATION

Since the Unit forms part of larger commercial space therefore, upon termination or expiry of this
Rent Agreement, the First Party shall neither claim the sub-division, demarcation, or alienation
of his said Unitout of the Larger Commercial Space nor shall claim the physical possession of
the Unit nor shall request the Second Party and such Tenant to carve out the individual area of
his Unit out of the Larger Commercial Space rented out to such Tenant nor shall not or omit to
do any act which may result in any disturbance to other Allottees of other undivided
unpartitioned commercial spaces forming part of Larger Commercial Space. The possession and
use of said Unit shall be controlled by allottees of such similar Units forming part of a larger
commercial space the entire unit/space rented to the operator brand through a representative
body which will be formed by allottees of Units forming part of Larger Commercial Space either
as LLP an Association or Society or Trust or Company or otherwise.

13.4 It is clearly agreed by the First Party that the Second Party shall help to place a pre-
payment Rebate Discount with a bank for SWP and subsequently help in placing the Real
Estate Asset under rent/lease arrangements by arranging the same to a professional agency.
and apart from the above, there are no other financial liabilities of the Second Party in this regard
and the First Party shall not claim any amount as financial debt from the Second Party.

14. DISPUTE RESOLUTION

It is well explained and is clearly understood by both the parties that total amount paid under this
agreement is the distinct combination of A. Investment in real estate B. Investment in a Banking
 Instrument covered under banking and investments as permitted under Indian Laws for Sustain
Income Plan and both the parties will act within prevailing acts and rules only. All Disputes
arising from or in connection with this Agreement shall be referred to mediation failing which
it may be referred to arbitration and settled in accordance with Indian Arbitration and
Conciliation Act, 1996 along with the rules there under and amendments thereto. The dispute
shall not be referred or reported to any other forum including RERA/NCRDRC/NCLT/others till
a mediation/arbitration decree is obtained. The Arbitration shall be conducted in English. The
decision/award of the arbitrator shall be final/conclusive and binding on the parties. The seat of
arbitration shall be at New Delhi. Subject to the arbitration clause referred herein above, the
Courts at Delhi shall have the exclusive jurisdiction to entertain any dispute or application
pertaining to t h e appointment of t h e arbitrator or for any prohibitory relief in the matter
arising out of this Agreement.

15. This Agreement supersedes all previous discussions/negotiations between the parties and any
other documents executed between the parties in respect of the subject matter hereinafter
contained.
 SCHEDULE A

[Description of the Unit]

All that undivided unpartitioned commercial space bearing No. [Larger Unit
No./undivided part no. thereof] having carpet area admeasuring sq. __________ fts./ sq. mts. And
super area admeasuring sq. fts./ sq. mts. [“Non Lockable Unit” / “said Unit”] being
undivided indivisible part of Larger Commercial Space bearing No. having carpet area of
sq. ft./ sq. mts., covered area of sq. ft/ sq. mts. and super area of
sq. ft. / sq. mts. on Floor (“Larger Commercial Space”), the Multi-
level Car Parking cum Commercial Complex in the name of “Delhi Mall, Multi-level Car Parking along
with Commercial Complex” now popularly known as “The Delhi Mall” under construction on a plot of
land admeasuring 8677 sq. mts. (“said plot of land”) situated at Patel Nagar Road, New Delhi - 110008

IN WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS AGREEMENT TO BE DULY

EXECUTED BY THEMSELVES/THEIR DULY AUTHORISED REPRESENTATIVES ON THE
DATE, MONTH AND YEAR FIRST HEREINABOVE WRITTEN:

Witnessed by: First Party

Name: By:
Address: Name:
Title: Title:

Witnessed by: Second Party

Name: By:
Address: Name:
Title: Title: