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TERMS OF AGREEMENT

BETWEEN

ROHAN PROJECTS AND KOTAK REALTY FUND

Development Proe!t "t Lo#$"on

These Terms of Agreement sets forth some of the basic terms of a proposed joint venture (JV)

between Kotak ahindra !nvestments "td (designated asset manager for Kotak #ea$t% &und and

affi$iates) (K!") and #ohan 'rojects (#ohan) (each 'art% or co$$ective$% the 'arties)

The JV wi$$ be created in regards to a potentia$ Township *eve$opment at "ohgaon 'une !ndia

(the 'roject 'ropert% or Transaction)

This transaction is subject to approva$ of the !nvestment +ommittee of Kotak #ea$t% &und The

main terms and conditions of the Transaction are set out be$ow,

T#e Proe!t *eve$opment of -. acres of $and $ocated in Viman /agar 'une The 'roject

wi$$ consist of circa 0 mi$$ion s1uare feet of bui$t2up residentia$ (row houses

and apartments) retai$ and office space !t is envisaged that the residentia$

bui$t up wi$$ be 345 of the tota$ bui$t up however #ohan is f$e6ib$e with themi6 The 'roject wi$$ be owned b% a specia$ purpose vehic$e (7'V)

created specifica$$% for the 'roject

T#e Spon%or #ohan 'rojects (#ohan)

T#e &nve%tor Kotak ahindra !nvestments "imited (designated asset manager for Kotak

#ea$t% &und and affi$iates) (K!")

Tr"n%"!t'on Str(!t(re )

O*ner%#'p

The 'arties wi$$ estab$ish a specia$ purpose vehic$e (7'V) the so$e

purpose of which wi$$ be to carr% out the Transaction K!" wi$$ have a

485 stake in the 7'V for a consideration of !/# 3.0 crores This

consideration wi$$ be paid b% K!" to #ohan in one sing$e tranche on

signing of definitive shareho$ding agreements between the parties

The capita$ contribution of both of the !nvestor and #ohan to the 7'V wi$$

$ead to e1ua$ ownership and voting rights in the respective 7'V This e1ua$

9wnership wi$$ remain unti$ the other part% agrees to di$ute the same or

offers the shares for sa$e as per the provisions of share ho$ders agreement

T#e Spon%or+% Role #ohan or an% other group compan% wi$$ be appointed as 'roject and

*eve$opment anager for the Transaction with overa$$ responsibi$it% for the

e6ecution of the 'roject inc$usive of deve$opment of the 'roject as we$$ asoversight of the sa$es and $easing activit% of the 7'V

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The 'arties wi$$ sign project and deve$opment management contracts that

wi$$ forma$ise #ohan:s ro$e in the Transaction (the anagement

Agreements)

The project and deve$opment management fee e1ua$ to ;5 of current

construction costs wi$$ be pa%ab$e b% the 7'V to the 'roject *eve$opment

anager +urrent construction costs wi$$ be decided as on the date of signing

of the fina$ shareho$der:s agreement The pa%ment schedu$e of the proposed

fees are to be fina$$% mutua$$% agreed among the 'arties

The anagement Agreements sha$$ terminate upon fina$ sa$e of shareho$ding

of the 7'V b% either parties or at comp$etion of sa$e of the rea$ estate assets

of the 7'V and a$$ pa%ments under the anagement Agreements shou$d

cease at that point of time

B(%'ne%% Pl"n #ohan wi$$ prepare a detai$ed business p$an for the origination deve$opment

marketing and sa$e of the 'roject (the rights of first offer (#9&9)

2 7hare transfer restrictions

2 echanism for arriving at major decisions

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2 +omp$iance with re$evant regu$ations

2 *efau$t and joint venture termination

Pr'or't- o. D'%tr'/(t'on% A$$ *istributab$e +ash (defined as free cash f$ows) wi$$ be distributed in the

fo$$owing order of priorit%,

2 &irst$% to pa% a$$ accrued and unpaid interest and principa$ on an%

third2part% $oans (if an%)?

2 7econd$% to the 'arties pro2rata (pari passu) in accordance with

the shareho$dings in the 7'V?

Corpor"te Govern"n!e The 'arties wi$$ appoint a board (the

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E0pen%e% 'rior to +$osing the 'arties wi$$ bear their respective due di$igence $ega$ fee

and other costs The 'arties wi$$ bear the costs of estab$ishing the 7'V and

ta6 p$anning associated with the Transaction proportiona$$% with their

ownership in the 7'V The rea$ estate advisor:s fee of both the parties not

e6ceeding #s 3488888>2 C 7ervice Ta6 attributab$e to each part% wi$$ be

paid b% 7'V

D(e D'l'$en!e Per'o, K!" wi$$ carr% out $ega$ due di$igence of the tit$e of the $and> deve$opment

right to be transferred to the 7'V as we$$ as accounting due di$igence of

#ohan (the present ho$der of the deve$opment rights) as we$$ as of the

structure of the transaction proposed b% #ohan within a period of 08

working da%s from the date of signing of this document

1"l','t- This term sheet is va$id for a period of -4 da%s from the date of its signing

Con.',ent'"l't- The e6istence and the contents of these Terms of Agreement together with

a$$ non2pub$ic information disc$osed b% either 'art% in connection with the

negotiation of these Deads of Terms and in connection with the Transaction

sha$$ be kept confidentia$ b% the recipient of such information and sha$$ not

be disc$osed b% the recipient other than to such recipient:s professiona$

advisors and $enders and its and its affi$iates officers and directors and

e6cept as otherwise re1uired b% app$icab$e securities $aw or other re$evant

$aws or regu$ations with the force of $aw

The ob$igation in this c$ause sha$$ survive the termination of these Deads of

Terms and continue to bind the 'arties for a period of .E months after

+$osing

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Agreed to

r 7uhas "unkad

anaging 'artner#ohan 'rojects

Gitness,

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Iautam Dora '$ace , 'une

anager +orporate &inance !nvestments *ate , arch .; E88LJones "ang "a7a$$e !ndia

Agreed to

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r 7 7riniwasan

M6ecutive *irector

Kotak #ea$t% &und