Term Sheet

This term sheet (“Term Sheet”) dated _______ day of ______, 2024 is entered into among
________, the legal representative of Mr. Rahul Gaur, residing at [] (hereinafter referred to as
“First Party”), and ________ , the legal representative of Mr. [*], Director at [] (hereinafter
referred to as “Second Party”), individuals, shall each be referred to as a “Party”, and
together, the “Parties”.

The Parties are discussing a possible Joint Venture (“JV) as part of the Proposed Transaction
(defined below).

This Term Sheet outlines the principal terms and conditions for the Parties for:
a. Jointly investing to develop the under-construction project of Sethi Venice, Sector 150
Noida (“Firm”)
b. Under this Proposed Transaction, First Party will hold [*] %, and the balance [*] % will
be held by the Second Party in the Firm.

(Hereinafter referred to as the (“Proposed Transaction”)

This Term Sheet is intended as a basis for further discussions and is not exhaustive. The
Parties shall endeavor to enter into the transaction documents for the Proposed Transaction
(the “Transaction Documents”) within 3 months (“Term”) and to consummate such
transaction by December 30th, 2024 (the “Closing Date”). The Parties may extend the Term or
the Closing Date by mutual consent.

In the event the Proposed Transaction is not consummated, on or before the Closing Date, or
because either party decides to call off the Proposed Transaction, any amount paid by the
First Party shall be refunded to the First Party (i) in no later than 7 (seven) days if the Proposed
Transaction is called off by High Bliss or (ii) if the Proposed Transaction is not consummated
during the Exclusivity Period.

The final binding agreements between the Parties pursuant to their discussions and
negotiations will only be set out in the Long Form Agreement (as defined below), entered into
in accordance with the terms set forth herein.
5. ITEMS PARTICULARS
1. Proposed Transaction First Party and Second Party shall enter into a Joint
Venture to develop under-construction project of
Sethi Venice, Sector 150 Noida (hereinafter referred
to as ‘Firm’). The Firm shall be involved in the business
of running, sales, aftersales and development of the
said project.
2. Name and Office of Firm Under the Proposed Transaction, a Limited Liability
Partnership shall be carried on in the name and style

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 as agreed by the First Party. The Firm shall have its
registered office at Sethi Venice, Sector 150 Noida
3. Shareholding Pattern As defined in Annexure A (to be decided at the time of
LFA)
4. Long Form Agreement Long Form Agreement ("LFA"), and such other
documents as may be considered necessary by the
Parties based on the nature of the Proposed
Transaction will be entered into between the Parties,
to give effect to the transactions contemplated herein
based, inter alia, on the terms and conditions
contained herein and other usual and customary
provisions.

Without prejudice to the legally binding obligations

under this Term Sheet, the Long Form Agreement will
contain, inter alia, detailed rights, duties and
obligations of each relevant Party in relation to the
terms which would govern their relationship in the
said JV.

The LFA shall be signed by the Parties on or before the

Closing Date.
5. Investment Each Party agrees to contribute the following
investment to the JV:

First Party – INR 60 Cr. Towards the Pending Loan of

the Second Party
INR 250 Cr. Towards the Pending Payment of the
Noida Authority, as & when required
INR 100 Cr. Towards the development of the under-
construction project
Second Party – Nil
6. Term The JV shall commence from the execution date of the
Transaction Documents, or any effective date as
decided in the LFA and shall continue in force until
terminated by the Parties
7. Termination First Party shall have the right to terminate the LFA
any time by providing a written notice of not less than
30 (thirty) days to the Second Party.

8. Additional Borrowing In the event any additional capital, investment and /or
borrowing is required by the JV, the same will be
contributed by the Parties in proportion to their
ownership in the Firm upon approval by the First
Party.
9. Operating Costs The Parties shall share all operating costs, in the ratio

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 of their respective holding in the Firm, upon approval
by the First Party.
10. Profit Sharing The Parties shall share the profits generated from the
Firm in the proportion to their ownership in the ratio
of [*]:[*].
11. Remuneration The Firm shall pay remuneration to the Parties as may
be mutually decided amongst them
12. Set- up cost The Parties will invest in the setup of the Firm in the
ratio of their respective holding in the Firm.
13. Third Party Cost All third-party costs, if any shall be borne by both the
Parties in the ratio of their respective holdings in the
Firm.
14. Representations & Warranties The LFA shall contain customary representation and
warranties from the Parties with respect to:

1. Investment, operations and incorporation of

the Firm under the Proposed Transaction
2. Any further specific representation or
warranty of the Party to each other under the
Proposed Transaction.
3. Refund of Securities & investment to the First
Party by the Second Party:
 On or before 3 Years otherwise RERA
Date (Whichever is earlier)
 On or before 4 Years otherwise Apply
of Completion Certificate (Whichever
is earlier)
 On or before 5 Years otherwise
Project Completion (Whichever is
earlier)
15. Intellectual Property Unless otherwise expressly agreed between the
Parties, any and all intellectual property generated,
created, written or produced under this JV shall be
owned and retained by the First Party.

Both Parties shall retain all rights in the intellectual

property owned by them prior to and upon entering
into this JV under the Proposed Transaction.
16. Liquidated Damages In the event of breach of any obligation as detailed in
the LFA or the failure to duly fulfill an obligation, the
defaulting Party shall be obliged to compensate the
non-defaulting Party for the resultant damages
incurred.

17. Indemnity Second Party will indemnify and keep indemnified on

demand and hold harmless the First Party from and
against all losses suffered or incurred by them

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18. Limitation of Liability Each Party’s liability for any loss or damage, direct or
indirect for any cause whatsoever (including but not
limited to any cause arising out of or related to the
obligations detailed in the LFA) with respect to claims,
including but not limited to third party claims,
indemnity claims or otherwise shall in no way exceed
Rs. ______
19. Exclusivity The Parties and their authorized representatives shall
not engage in any discussions or negations with
anyone except with each other in relation to the
Proposed Transaction or anything in similarity with
the Proposed Transaction till the time the Transaction
Documents and/or LFA is executed.
20. Confidentiality The existence of the current discussions between the
Parties regarding the Term Sheet and or, the Proposed
Transaction or the joint efforts to conclude the
Proposed Transaction and all information related to it
will be kept strictly confidential unless otherwise
agreed to in writing by all Parties (“Confidential
Information”).

Each Party agrees that it shall not disclose any

Confidential Information to any person except its
advisors advising the Parties in connection with the
Proposed Transaction, on a strictly need-to-know
basis, and upon such persons executing a non-
disclosure undertaking in respect of the Confidential
Information in a format satisfactory to both Parties,
for the purpose of enabling the execution or effective
negotiation of the Term Sheet.

If any Party determines that it is required by law to

disclose information regarding this Term Sheet or to
file this Term Sheet with any securities exchange,
securities regulatory agency, or other regulatory body,
it shall, in a reasonable time before making any such
disclosure or filing, consult with the other Party
regarding such disclosure or filing and seek
confidential treatment for such portions of the
disclosure or filing as may be requested by the other
Party
21. Non - Compete The Parties agree not to carry on, or engage in,
directly or indirectly, in any capacity, any business
which competes with the business of the Firm. The
non- compete restrictions shall survive until the later
of: (i) 2 (two) years from the Closing Date; or (ii) 1
(one) year from the date on which the cease to be

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 associated with the Firm in any capacity.
22. Non- Solicit The Parties agree, not to, during the term of the JV
and for a period of 1 (one) year after the termination
of LFA thereof, directly or indirectly, partner with or
enter into activity or hire or attempt to hire for any
purposes whatsoever, any employee, consultant,
advisor, independent contractor or partner of the
other party.

23. Assignment The rights and obligations as detailed in the LFA are
personal and shall not be assignable by the Second
Party without the prior written consent of the First
Party. Notwithstanding anything to the contrary, the
First Party shall have the right to refuse such
assignment, where the assignee is a competitor or is
likely to be a competitor.

24. Governing Law and Jurisdiction This Term Sheet shall be governed by the laws of
India. Any controversy, claim or dispute arising out of
or relating to this Term Sheet or the LFA, including any
question regarding its existence, validity or
termination, shall be referred to and settled
exclusively by a binding arbitration administered
under the Indian Arbitration & Conciliation Act,1996,
as amended from time to time, and in accordance
with its applicable rules then in effect. The place of
arbitration shall be New Delhi and the arbitration
proceedings will be conducted in English Language by
an Arbitrator appointed with the consent of both the
parties
25. Amendment This Term Sheet shall not be amended, modified or
supplemented except by a written instrument
executed by the Parties.

Signed and delivered by “the First Party”

For _________-

Name: __________________________
Designation: _____________________

Signed and delivered by “the Second Party”

For _______________

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Name: __________________________
Designation: _____________________

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 Annexure A

The shareholding pattern of the Firm shall be as under: