AGREEMENT OF SALE THIS AGREEMENT OF SALE is made and executed at Bangalore on this 17th (Saturday) Day of September 2011

BY and BETWEEN: I. SMT. GANGAMMA Aged about 70 Years,W/o Late Venkatappa Residing at No.599,Dasappana Palya, Chikkabanavara, Yeshwanthpura Hobli,Bangalore 560 090 (D/o Late Narasimhiah alias Papanna)

II.

SMT. KOTAMMA Aged about 67 Years W/o Late Yallappa Residing at No.549, Dasappana Palya, Chikkabanavara, Yeshwanthpura Hobli,Bangalore 560 090 (D/o Late Narasimhiah alias Papanna)

III.

SMT. THOLSAMMA ALIAS NAGAMMA Aged about 63 Years W/o Late Byrappa Residing at Kurubara Beedi,2nd Ward,Thirumalai, Magadi Town,Ramanagar Dist.- 562120. (D/o Late Narasimhiah alias Papanna)

IV.

SMT. ASHWATHAMMA Aged about 58 Years W/o Anathramu Residing at No.431-C, Chikkabanavara, Yeshwanthpura Hobli,Bangalore 560 090 (D/o Late Narasimhiah alias Papanna)

V.

SMT. SAVITHRAMMA Aged about 56 Years W/o Ramachandrappa Residing at No.600, Ashirwad Nilaya Dasappana Palya,Chikkabanavara, Yeshwanthpura Hobli,Bangalore 560 090 (D/o Late Narasimhiah alias Papanna)

Hereinafter called the respectively VENDORS (jointly and severally) (which expression shall wherever the context so requires or admits, mean and includes, their heirs, executors, administrators and assigns) of the ONE PART. AND: SRI. VIVEK U SHAH Aged about 24 Years S/o Umesh D. Shah R/o No.419, 10th Cross 17th Main, J P Nagar, II Phase Bangalore-560 078 Hereinafter called the PURCHASER (which expression shall wherever the context so requires or admits, mean and includes, his heirs, executors, administrators and assigns) of the OTHER PART.

WHEREAS, the Vendors state that they are the absolute owners in peaceful possession and enjoyment of agricultural land bearing Sy. No.21 of Keregulladahalli Village, Yeshwanthpur Hobli, and Bengaluru Uttara Taluka measuring 21 Guntas (inclusive of 2 Guntas of Kharab) land more fully described in the Schedule below; AND WHERAS the said entire schedule Property was bequeathed by the late Narasimhiah alias Papanna and his wife Smt. Lakshmamma who had joint executed a Registered will bearing No.63/1992-1993 at paged 66-72 Vol.40, Book III in the Office of the Sub-Registrar Bangalore Uttara Taluka bequneteing undicded 1/5th she to the Parties of 1sat part Viz; I, II, III,IV and V of the above. The said late Narasimhiah alias Papanna and his wife Smt. Lakshmamma having died on 22-03-1993 and 07-09-2001, their children Viz; I, II, III, IV and V have taken possession and are jointly and peacefully in possession of the same having got their names Mutauated in the Revenue Records on the strength of the will referred to above and this is also reflected vide M R No.8/2008-2009 on the ward dated 18-2-2009 assigned reason of death of Natural and have been paying the land revenue. Thus they claim title and possession and also inform that the Hindu Will need not be probated. They also otherwise claim to be Class I Successors to the said property; AND WHERAS they claim that late Narasimhiah alias Papanna and his wife Smt. Lakshmamma had purchased vide Regd. Sale deed dated 20th April 1966 Registered before the Sub-Registrar, Bangalore North Taluka in Book I, Vol. 2572 at pages 15-17 and assigned Reg No.5041966-967 and had been in their possession and enjoyment and the revenue regards were entered in their names jointly

THUS, the Vendors have jointly and together claim to have been well seized and possessed or otherwise well and sufficiently entitled to deal with the property in any manner whatsoever without any let or hindrance from anybody.

AND WHEREAS, the Vendors further state that the Property being vested with absolute and clear marketable title, assures the Purchaser that, the SCHEDULE PROPERTY is free from all kinds of encumbrances, charges, attachments, court decrees, minor claims, and any other claims whatever nature. AND WHEREAS, the Vendors also further assure the Purchaser that the Vendors have not entered into any other Agreement of Sale with any other person or institution or firm or company and that the Vendors have has every right to dispose of the said property in any manner free from any encumbrances and that in the event any defendant patent or latent is found, the Vendors shall jointly and severally rectify such defect at their cost as expeditiously as possible, keeping the fact that time shall be the essence of the Contract AND WHEREAS, the Vendors have offered to sell the SCHEDULE PROPERTY more fully described in the Schedule below to the Purchasers free from all encumbrances for a total sale consideration of Rs. 1,30,00,000/- (Rupees One Crore Thirty Lakhs only) and the Purchasers have agreed to purchase the same for the said amount.

NOW THIS AGREEMENT OF SALE WITNESSETH AS FOLLOWS: It is hereby agreed by and between the Vendors and the Purchaser that the Vendor has agreed to sell and the Purchasers have agreed to purchase the SCHEDULE PROPERTY bearing Sy. No.21 measuring 21 Guntas (inclusive of 2 Guntas of Kharab) of Keregulladahalli Village, Bangalore Uttara Taluka Hobli, more fully described in the Schedule hereunder. The purchaser has paid a sum of Rs.5,00,000/- (Rs. Five Lakhs only) as advance as follows: VIZ. (I) Smt. Gangamma Bearing No. 836495, dated 01-08-2011 of Karnataka Bank, Sarakki Layout Branch, Bangalore for Rs. 1,00,000/- (Rs. One Lakh Only). (II) Smt. Kottammama Bearing No. 836494, dated 01-08-2011 of Karnataka Bank, Sarakki Layout Branch, Bangalore for Rs. 1,00,000/- (Rs. One Lakh Only). (III) Smt. Tholasamma alias Nagamma Bearing No. 836493, dated 01-08-2011 of Karnataka Bank, Sarakki Layout Branch, Bangalore for Rs. 1,00,000/- (Rs. One Lakh Only).

(IV) SMT. Ashwathamma Bearing No. 836491, dated 01-08-2011 of Karnataka Bank, Sarakki Layout Branch, Bangalore for Rs. 1,00,000/- (Rs. One Lakh Only).

(V) Smt. Savitramma Bearing No. 836492, dated 01-08-2011 of Karnataka Bank, Sarakki Layout Branch, Bangalore for Rs. 1,00,000/- (Rs. One Lakh Only). and commitment money and execute this Agreement to sell free of all encumbrances, and subject to the following terms and conditions: 1. The Purchaser shall pay the full consideration of Rs. 1,30,00,000/- (Rupees One Crore Thirty Lakhs only) at the time of execution of the sale deed 2. The Purchasers have also paid to the following persons who claim to have interest in the Schedule land partly by way of Cheques and partly in cash at the time of execution of this agreement vide: (I) Smt. Gangamma Bearing No. 865708, dated 17-09-2011 of Karnataka Bank, Sarakki Layout Branch, Bangalore for Rs. 2,00,000/- (Rs. Two Lakhs Only) and Rs. 3,00,000/- by the way of cash.

(II)

Smt. Kottammama Bearing No. 865704, dated 17-09-2011 of Karnataka Bank, Sarakki Layout Branch, Bangalore for Rs. 2,00,000/- (Rs. Two Lakhs Only) and Rs. 3,00,000/- by the way of cash.

(III) Smt. Tholasamma alias Nagamma Bearing No. 865705, dated 17-09-2011 of Karnataka Bank, Sarakki Layout Branch, Bangalore for Rs. 2,00,000/- (Rs. Two Lakhs Only) and Rs. 3,00,000/- by the way of cash. (IV) Smt. Ashwathamma Bearing No. 865706, dated 17-09-2011 of Karnataka Bank, Sarakki Layout Branch, Bangalore for Rs. 2,00,000/- (Rs. Two Lakhs Only) and Rs.3,00,000/- by the way of cash. (V) Smt. Savitramma Bearing No. 865707, dated 17-09-2011 of Karnataka Bank, Sarakki Layout Branch, Bangalore for Rs. 2,00,000/- (Rs. Two Lakhs Only) and Rs.3,00,000/- by the way of cash. The vendors voluntarily accept the payment terms mentioned above. They also acknowledge the receipt of the amount and agree to execute the absolute sale deed in favour of the Purchasers herein or in favour of whom so ever the purchaser may name. They also jointly severally and individually agree that the none of them shall deal or enter into any other agreement with whom-so-ever or execute any document in any manner what so ever to alienate the property or deal with the same in any manner what so ever and shall

hold the property in Trust and for the exclusive benefit of the purchasers of his nominees or his assigns. 3. That the agreement is indivisible and none of the parties or have any right to split the land or the contract and shall remain unitary transaction and is indivisible, in so far as the sale sir concerned. 4. The stipulated period being fixed by the Vendor and the Purchasers is Six months from the time of this agreement to execute the sale deed. 5. Time shall be the essence of the contract

6.

The Vendors assure the Purchaser that the 1st Vendor is in peaceful possession and enjoyment of the Schedule Properties and that there is no conflict of any interest between them either jointly or severally or that of the predecessors of interest, by virtue of the two Sale deeds they have obtained. It is also agreed that the Vendors shall also execute any such documents that may be required to perfect the purchasers title, at their cost

7.

The Vendors assures the Purchasers that the schedule property is free from all kinds of encumbrances, charges, attachments, court decrees, minor claims and any other claims of what-so-ever nature agrees to indemnify the purchasers, if there is any defect in the title. The Vendors shall get the same clarified and secure the clarity of title to the Purchasers and their Bankers, before the execution of the Absolute Sale deed.

8. 9.

The stamp duty and registration charges for conveyance shall be borne by the Purchasers. The sale deed shall be drafted by the purchasers advocate with Usual and necessary clauses and covenants of indemnity etc.

10.

That the Vendor shall deliver all the original documents of the Title relating to the SCHEDULE PROPERTY to the Purchasers at the time of registration of the Sale Deed and shall produce the Originals for examination, to the purchasers Banker or Financial Institutions. The vendor shall hold the title deed in trust and for the benefit of the purchasers, until the completion and execution of the sale.

11.

The Vendors agree to pay all the taxes, ceases due and payable in respect of the SCHEDULE PROPERTY up to date of sale and also produce nil encumbrance certificates (Form 16) and EC Form 15, Katha certificate, Katha Extract within the stipulated period to the Purchasers.

12.

The Vendors assures the Purchaser that the SCHEDULE PROPERTY is possessed by the Vendors and no other person/s have any right, title or interest over the SCHEDULE PROPERTY.

13.

In the event of this sale failing to materlise due to breach of any of this term/s by the purchaser, the vendors shall forfeit 5% of the advance paid by the purchaser and refund the balance. On the other hand, if such a failure is because of breach of terms on part of the

Vendors or any defect is found, the Vendor shall refund to the purchasers the full amount within a period of Two months. 14. Notwithstanding anything contained in this agreement, in the event of breach of any conditions\specified in this agreement, the aggrieved party shall be at liberty to sue the defaulting party for specific performance. 15. The Vendors agree that they shall without any demur execute the absolute sale deed in the name of either the Purchaser herein or his assigns or any other person or persons as named by the Purchaser. They also agree to execute the one Sale deed or any number of sale deeds as the Purchaser or his assigns deem it necessary, without any demur

16.

The vendor shall admit the identity of the property agreed to be purchased with that comprised in the documents of title offered by the Vendor by a comparison of the description contained in the First Schedule hereto.

17.

The property is sold subject to all easements affecting the same and that there are no acquisition proceedings or requisition from any authorities over any part of portion of the Schedule Lands.

18.

The property is believed to be correctly described as to quantity and otherwise but if any error, misstatement or omission shall be discovered in the description of the property contained in the Schedules hereto or in any plan annexed hereto the same shall not annual the same but reasonable compensation shall be allowed by the Vendor or the Purchaser as

the case may require in respect thereof and the amount of such compensation or any other dispute, including one of specific performance shall in case of dispute be settled by arbitrator pursuant to the Arbitration and Conciliation Act, 1996. The place of Arbitration shall be Bangalore City and the cost shall be borne by both the parties. 19. (a) In the event of default by the Sellers the Purchaser is entitled to enforce specific performance of this contract. Similarly in the event of default by the Purchaser, the Sellers shall be entitled to enforce specific performance of this agreement or take action as per this Agreement. (b) In the event of breach of the terms of this Agreement to Sell or in the event of any differences or disputes arising between the parties in regard to this Agreement or any matter relating thereto, the same shall be referred to a sole Arbitrator to be appointed by the Sellers and his award shall be final and binding on the parties hereto and Arbitration shall be as per the Provisions of the Arbitration & Conciliation Act 1996 in force. The Arbitration shall be conducted in English Language and the place of Arbitration shall be in Bangalore. The courts at Bangalore alone shall have jurisdiction in all matters relating to this Agreement. 20. The Vendors shall co-operate with the purchasers or his nominee to secure conversion of the land to non-agricultural purpose and they shall comply for the said purpose.

SCHEDULE -PROPERTY - Sy. No.21

ALL that piece and parcel of agricultural land. Survey. No.21 measuring 21 Guntas (including 2 Guntas of kharab) of Keregulladahalli Village, Bangalore Uttara Taluka Hobli, Dry Agricultural land and bounded as under:

East by: West by: North by:

South by:

Chikkabanavara Lake Government Land Government Land

Koneraiahs Land and Road

IN WITNESS WHEREOF, the Vendor and the Purchasers have affixed their signatures and thumb prints to this Agreement of Sale on the day, month and year first above mentioned in the presence of the following witnesses.

WITNESS TO DOCUMENT 1. SMT.GANGAMMA 2. SMT.KOTAMMA

SMT. THOLSAMMA ALIAS NAGAMMA

SMT.ASHWATHAMMA

SMT. SAVITHRAMMA (VENDORS)

SRI. VIVEK U. SHAH (PURCHASER) VARDHAMAN V. GUNJAL Advocate