Sales Assistance Agreement SALES ASSISTANCE AGREEMENT made at Mumbai on this 20 th day of April ,2012.

BETWEEN:1) M/s Pooja Ventures Private Limited [PAN No AADCP2869A], a Company incorporated under the

provisions of the Companies Act, 1956 having its office at H no. 3-6-692, Street No.11, Himayathnagar Main Road, Hyderabad 500029 represented by its Managing Director Mr. D. Showri
Reddy, S/o. D.Salomon Reddy, aged about 45 years, R/o 2A, Rajoo Residency, Street No.6, West Marredpally, Secunderabad.

Hereinafter referred to as Developers /Second party which expression shall wherever the context so requires shall mean and include their successor-in-interest, assignees, and administrators) of First Part.
AND M/s. MAXCO, a partnership firm Having office at -AP , through its Authorized Signatory Mr. Kumesh Naidu (hereinafter referred to as the Facilitator, which expression shall unless be repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the Other Part.

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WHEREAS:A. The Company is Hyderabad 500029. B. The Facilitator has represented that the Facilitator has the experience, expertise and resources to promote market and/or sell the Residential properties, herein after the Residential Real Estate Projects undertaken by the Company, herein after called as the Products situated in Hyderabad in India and abroad to customers and has requested the Company to appoint the Facilitator to promote market and/or sell the Products of the Company in India and abroad to the Customers. C. On the basis of the aforesaid representations, the Company has agreed to appoint the Facilitator for marketing, selling and promoting the Products of the Company to the prospective customers on the terms and conditions hereinafter appearing. NOW THEREFORE, in consideration of the foregoing and the mutual covenants and valuable consideration the receipt and adequacy of which is hereby acknowledged, the Parties intending to be bound legally, agree as follows: ARTICLE-1 DEFINITIONS 1.1 Definition For the purposes of this Agreement, the following terms shall have the meanings set forth below unless otherwise specified: 1.2 1.3 Agreement shall mean this Marketing Assistance Agreement; Affiliate any company which is the holding or subsidiary company of the Company or a person or engaged in the business of real estate development construction company incorporated in India and having its office at H no. 3-6-692, Street No.11, Himayathnagar Main Road,

an entity which controls or is under the control of, or under common control with the Company or any other person or entity as may be notified to be an affiliate by the Company in writing. 1.4 Acquire or Acquires shall mean the acquisition of the rights by a customer of the Companies Products by Sale-Purchase basis and on the terms and conditions as may be agreed between the Company and the Customer.
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1.5

Business Day shall mean a day the on which Company is open for business and any other day than: Saturday and Sunday; or A day on which the banks in Mumbai are closed for business / clearing;

1.6

Customer shall mean any person who is, introduced by the Facilitator to the Company and who acquires a Product of the Company in the manner stated above.

1.7 1.8

Dispose or Disposal shall mean sale by the Company to the Customer through the Facilitator. Fee shall mean the compensation payable to the Facilitator hereunder in respect of sale of Unit (s) to the Customer through the Facilitator.

1.9

Lodha Project shall mean a Residential real estate project constructed, developed or marketed by the Company and notified in that regard to the Facilitator in writing by the Company.

1.10

Residential Real Estate Projects shall mean a building/s constructed, developed and marketed by the Company as a Residential project at Mumbai and Hyderabad as stated in Annexures A and B.

1.11

Market or Marketing shall mean disposal of the Product to the Customer by or through the Facilitator.

1.12

Product shall mean Residential block/s or part thereof in the Lodha Project..

ARTICLE-2
APPOINTMENT

2.1

The Company hereby appoints the Facilitator and the Facilitator hereby accepts its appointment to promote market and sell to the Customers the Companys Products in the Lodha Projects.

2.2 2.3 2.4

The appointment of the Facilitator is non exclusive and non transferable basis. The Company shall be The Facilitator shall perform the obligations more particularly set out herein. All costs and expenses in connection with and /or in respect of Marketing by the Facilitator shall be exclusively borne by the Facilitator and the Company shall not be responsible or liable to bear and incur any costs and expenses for marketing the products that may be incurred by the Facilitator. ARTICLE-3 Consideration

entitled to appoint any number of Facilitators for Marketing the Products.

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3.1

The parties hereto agree that the Facilitator shall, upon successful completion of a transaction for disposal of the Product, be entitled to a Fee at the rate as may be mutually agreed to by the Parties, provided that such Fee shall not exceed:

For High end properties except(Hyderabad 2%) as mentioned in Annexure A, on successful completion of a transaction to Sale 1% of the total purchase consideration payable by the Customer.

For Aspirational properties as mentioned in Annexure B, on successful completion of a transaction to Sale 2% of the total purchase consideration payable by the Customer.

For the purpose of this Agreement, successful conclusion of transaction shall be said to have taken place if:The Customer has duly entered into an Agreement with Company and /or its associates for purchase of the Residential Block(s) and
a) b)

The said Agreement has been duly executed and registered and/or The Customer has paid a minimum of 20% of the total purchase consideration and The said Agreement has not been terminated or cancelled and The Customer is not in breach or default in payment or breach of the terms of the said Agreement during the period of 6 months from the registration of the said Agreement for Sale.

c) d)

3.2 It is clarified that failure to comply with any of the aforesaid conditions shall disentitle Facilitator

to receive any Fee hereunder and in the event any Fee has been paid, Facilitator agrees and undertakes to refund the same to Company without any objection or demur. It is further clarified that save and except the Fee payable under this Clause-2, the Facilitator shall not be entitled to receive from Company and/or its associates any other amount either by way of compensation, fee or reimbursement or otherwise. It is clarified that all costs in connection with and/or in relation to the promotion of Lodha Projects and/or facilitation of sale/lease/licensee of Unit (s) in Company Projects shall be exclusively borne by the Facilitator

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ARTICLE-4 Payment of Fee

4.1 Upon successful completion of a transaction as set out in Clause 2 above, the Facilitator shall raise an

invoice upon the Company giving the details of such transaction and the amount of fee, if any payable. Subject to the provisions hereof, the Company shall release and pay to the Facilitator the undisputed Fee in the following manner:In the event of a Sale Transaction: (a) 100% of such fee: Upon receipt of such Invoice from the Facilitator and upon payment of 20% of the Consideration Value by the customer and completion of the Agreement for Sale between the company and the customer 4.2 4.3 In respect of disputes or differences relating to the Fee claimed under the invoice so raised, the parties shall endeavor to amicably resolve the same at the earliest. The payments hereunder shall be subject to Income Tax (TDS) deduction and Service Tax as applicable over and above all payments due to the Facilitator as per prevalent laws and any other amounts recoverable by Company and/or its associates from Facilitator.
4.4 In case transaction concluded by the Facilitator is called off for any reason whatsoever, the Facilitator

will forthwith repay/return all the amounts/commission released by the Company for the said transaction immediately within 8 days starting from the date of cancellation, or the company shall be entitled and is authorized to adjust or set off the said amount from amounts payable by the Company to the Facilitator and / or receivable by the Company from the Facilitator. This right of adjustment or setoff will be at sole discretion of the Company. ARTICLE-5 ASSIGNMENT AND SUB-CONTRACTING 5.1 The Facilitator shall not be entitled to assign this Agreement or any of their rights, powers, benefits, obligations and/or duties hereunder without the prior written consent of the Company.

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ARTICLE-6 SCOPE OF SERVICES: 6.1

(i)

The Facilitator shall:

assist the Company with a marketing strategy;

(ii) (iii) (iv)

(v) (vi)

assist the Company with a formulation of mix and price discovery; identify potential occupiers / customers; assist in financial negotiations with potential occupiers / customers; assist the Company with preparing and finalizing standard Agreements; send a list of customers the Facilitator is negotiating with for the approval and consent of the Company especially in respect of Projects stated in Annexure-A, as High end and Luxury Residential Block(s); assistance in documentation and registration of the relevant documents for successful conclusion of the transaction; The Facilitator will not under any circumstances accept any payments by cash /cheque directly from customers, however the Facilitator will extend its support and expertise in negotiating with future customers and to submit paperwork and assist in drop shipping and facilitation of documentation through its offices to the Company. The Facilitator will send the Company report on new leads tapped and promotional activities undertaken by the Facilitator on weekly basis.

(vii)

(viii)

(ix)

ARTICLE-7 Obligations of Company 7.1 7.2 Company shall assign a Sales Manager who shall be responsible to communicate and /or liaise with Facilitator or its representatives with regard to the Products. Company shall provide all necessary marketing materials related to the Products including, Flyers, Brochures, Posters, Audio Videos, Marketing & Application Kits, Site Location, Layout & Floor Plans, etc. to enable Facilitator to promote Company Projects to its clients. 7.3 Company shall assign its representatives to meet the clients of Facilitator who are interested or desirous to purchase the Products as well as arrange their visits to the sites of Company Projects.

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7.4 Company may, but shall not be obliged to send on a selective basis, invites to the Company Projects. 7.5

clients of Facilitator

on the exclusive pre-launches especially with regards to High end projects and other By Invitation Only
The Company may include the Customer Service contact details of the Facilitator in promotions and marketing materials. advertising,

ARTICLE-8 Independent Facilitator Status and Subcontractors

8.1 Facilitator will act solely as an independent contractor in performing the Services, and nothing herein

will at any time be construed to create the relationship of employer and employee, principal and agent, partners, or joint ventures between Company and Facilitator, or Companys and Facilitators officers, directors, partners, managers, employee or agents. Facilitator shall be solely responsible for the compensation, benefits, contributions and taxes, if any, of its employees, subcontractors and agents.

ARTICLE-9 INDEMNIFICATION
9.1 Facilitator shall indemnify, defend and hold Company harmless from any and all claims demands causes

of actions, losses, damages, fines, penalties, liabilities, costs and expenses, including attorneys fees and court costs, sustained or incurred by or asserted against Company by reason of or arising out of Facilitators breach of this Agreement or Facilitators, gross negligence or willful misconduct with respect to Facilitators duties and activities within the scope of this Agreement.

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ARTICLE-10 CONFIDENTIALITY 10.1. Each of the Parties recognizes, accepts and agrees that all information obtained or disclosed, including but not limited to all data, documents, applications, papers, statements, slips, programmers, plans and/or any business/ customer information, marketing strategies/plans and any and all other trade secrets, confidential knowledge or information of either Party relating to its business, practices and procedures (hereinafter collectively referred to as Information) which may be provided or communicated by such Party to the other Party in connection with this Agreement and/or in the course of performance under this Agreement, is, shall be and shall remain the sole property of the Party providing such Information and shall be of a strictly private and confidential nature and shall be treated as confidential by the other Party.

10.2

During the term of this agreement and thereafter, neither Party shall

make use of any such

Information for any purpose whatsoever which is not necessary for the discharge of its obligations under this Agreement, or to the disadvantage of the Party providing such Information, nor shall the Party receiving such Information divulge it to any one other than the Party providing the Information or persons designated by such Party. 10.3 10.4 Facilitator shall also treat as Confidential and shall not disclose to others, except as required by law, this form of Agreement. Nothing above, however shall prevent Facilitator disclosing to others or using in any manner information, which Facilitator can demonstrate: Has been published and has become part of the public domain other than by acts, omissions or fault of Facilitator, their employees, agents, contractors and/or Facilitators; or,
a.

Has been furnished or made known to Facilitator by a third party (other than those acting directly or indirectly for or on behalf of Facilitator or Company) as a matter of legal right without restrictions on its disclosure; or,

b. c.

Was in Facilitators possession prior to disclosure thereof by Company. Must be disclosed pursuant to any statute, law, regulation, ordinance, order or decree of any governmental authority having jurisdiction over Facilitator or any of its employees, agents, contractors and/or Facilitators.

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ARTICLE-11 TERM AND TERMINATION OF AGREEMENT 11.1 This Agreement shall be effective for a period of 1 (one year) unless terminated by either party hereto in accordance with the terms of this Agreement. After the expiry of the term period as contemplated hereinabove the parties have an option of renewing the agreement by mutual consent by entering into fresh agreement.
11.2 Without prejudice to any of the provision under this Agreement, each party shall have the right to

terminate this Agreement forthwith if the other party commits any breach of any of the terms and conditions of this Agreement by giving one (1) month notice in writing to the other party;

ARTICLE-12

WAIVER
12.1

A Waiver on the part of the Company or Facilitator of any term, provision or condition of this

Agreement shall not constitute a precedent or bind either Party to a waiver of any succeeding breach of the same or any other them, provision or condition of this Agreement .

ARTICLE-13 ENTIRE AGREEMENT

13.1

This Agreement, including any Annexures and any addenda thereto, constitutes the entire Agreement It supersedes all prior or contemporaneous communications,

between Facilitator and Company.

representations or agreements, whether oral or written, relating to the Services set forth in this Agreement. This Agreement may be amended only by a written instrument signed by both parties.

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ARTICLE-14 SEVERABILITY 14.1 Every paragraph, part, term or provision of this Agreement is severable from the others. If any paragraph, part, term or provision of this Agreement is construed or held to be void, invalid or unenforceable by order, decree or judgment of a court of competent jurisdiction, the remaining paragraphs, parts, terms and provisions of the Agreement shall not be affected thereby but shall remain in full force and effect.

ARTICLE-15 NOTICES 15.1 Any information or notices required to be given in writing under this Agreement shall be deemed to have been sufficiently given if delivered either personally or by certified mail (return receipt requested, postage prepaid), telex or wire to the address of the respective party set forth below, or to such other address for either party as that party may designate by written notice.

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For the Company: LODHA DEVELOPERS PRIVATE LIMITED Name of the Contact Person: Address Line: Lodha Developers, Apollo Mills Compound, N.M.Joshi Marg, Mahalaxmi, Mumbai- 400 011. Ph: Fax: Mobile: E-mail:

For the Facilitator: Name of the Contact Person:- Mr. Suresh B Mehta Address Line: -Flat no 303 house no 3-4-372 Arihant Basant Apt, Kachiguda, Hyderabad AP E-mail: ________________________________________ Contact No: 040-65163169 ARTICLE-16 GOVERNING LAWS AND JURISDICTION 16.1In case of disputes, the courts in Mumbai alone will have the jurisdiction to try and entertain the matter. All disputes and questions whatsoever which shall either during the subsistence of the Agreement or afterwards arising between the parties hereto or their respective representatives touching this Agreement or any clause or things herein contained or liabilities to be made hereunder or as to any acts, deed or omission of any party or as to any other matter or the rights, duties or liabilities or any party under this Agreement or any claim arising there from shall be referred to the sole Arbitrator in case the parties agree upon one or if they do not agree, two arbitrators one to be appointed by each party, who shall appoint third arbitrator to the dispute in accordance with and subject to the provisions of Arbitration and Conciliation Act, 1996 or any statutory modification or re-enactment thereof for the time being in force and the costs of the reference and award shall be in the discretion of the Arbitrator, Arbitrators as the case may be and such arbitration proceedings shall take place in Greater Mumbai.

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IN WITNESS WHEREOF, THE Company and Facilitator have caused this Agreement to be executed by their duly authorized representatives, as follows COMPANY LODHA GROUP FACILITATOR Mr. Suresh Mehta

---------------------------------

-----------------------------------------------

NAME : DESIGNATION:

NAME : Mr. Suresh Mehta DESIGNATION: Proprietor

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ANNEXURE-A

Lodha Solitaire Neapensearoad,Mumnai Lodha Palazzo-Juhu,Mumbai Lodha One-Juhu,Mumbai Lodha Bellissimo-Mahalkshmi,Mumbai Lodha Goldcrest-Lonavala-Maharashtra Lodha Grandeur-Prabhadevi,Mumbai Lodha Chateau Paradis-Worliseaface ,Mumbai Lodha Marina-Siwree,Mumbai Lodha Bellezza -Hyderabad

ANNEXURE-B

Lodha Luxuria Thane.Mumbai Lodha Aqua-Dahisar, Mumbai Lodha Imperia-Bhandup, Mumbai CASA UNIVIS-Ghodbunder Thane, Mumbai

CASA Royale, Thane Mumbai CASA Ultima, Thane Mumbai Casa Bella , Dombivli Mumbai

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