AGREEMENT TO SELL

This AGREEMENT TO SELL is made and executed at NOIDA, on this 20th day of July 2025

BY AND BETWEEN:

Mrs. Shilpi Pandey (Aadhar No. XXXX XXXX 6537 AND Pan No.–BBLPP7232C) W/o Mr.
Parth Pratim Tripathi R/o G-597, Awas Vikas-1, Kalyanpur, Kanpur, Uttar Pradesh -208017,
jointly with
Mr. Parth Pratim Tripathi (Aadhar No. XXXX XXXX 9252 AND Pan No.–AFKPT5365E) S/o Mr.
Sharad Chand Tripathi R/o G-597, Awas Vikas-1, Kalyanpur, Kanpur, Uttar Pradesh -208017.
The first part, hereinafter collectively referred to as the “VENDOR” or “SELLER”,

AND

Mrs. Tina Kalra (Aadhar No. XXXX XXXX 5194 AND Pan No.–AALPK5339H) W/o Late Shri
Ashok Kalra R/o B-80, Jangpura-B, New Delhi-110014.
The second part, hereinafter referred to as the “VENDEE” or “BUYER”.

The expression and words of the Vendor (Seller) and the Vendee (Buyer) shall mean and include
their legal heirs, successors, nominees, executors, administrators, legal representatives,
respectively.

WHEREAS the Vendor is the original allottee and lawful owner of the residential property and
has been in peaceful possession thereof, enjoying the same with absolute rights. The Vendor
holds a clear and marketable title to the Property, being: Flat No. T1/1705, situated on the 17th
Floor in ACE Parkway, located at Plot No. SC-01/B-8, Sector-150, Noida, Uttar Pradesh –
201310, having a super area of 1,095 sq. ft., along with One Covered Car Parking Space
bearing No. L.B-Z1-144,

The said property was allotted to the Vendor vide a Flat Buyer’s Agreement executed with the
Developer, M/s ACE Infracity Developers Private Limited (hereinafter referred to as the
"Developer"), which includes rights to common areas, amenities, and other benefits, as detailed
therein (hereinafter collectively referred to as the "Property".

AND WHEREAS, the Vendor is now desirous of selling the aforesaid Property, to the Vendee,
and the Vendee has agreed to purchase the same for a total sale consideration of INR
 80,00,000/- (Rupees Eighty Lakhs Only) which amount is inclusive of all applicable transfer
charges, if any, the responsibility for which shall be borne by the Seller.

1. That the Vendor (Seller) has received a total sales consideration of INR 80,00,000/-
(Rupees Eighty Lakhs Only) from the Vendee (Buyer) as full and final payment towards
the sale of said property. The Vendor acknowledges the receipt of the following payments:

Date of Amount Mode of Transaction

S. No.
Payment (INR) Payment Reference
1. 20.07.2025 INR 6,00,000/- Cheque 000014
2. 20.07.2025 INR 6,00,000/- Cheque 000015
3. 05.08.2025 INR 18,00,000/- RTGS HDFCR52025080598178440
4. 26.08.2025 INR 20,00,000/- DD 003030
5. 27.08.2025 INR 40,000/- Online TDS Paid Vide Challan No. 45436
6. 27.08.2025 INR 40,000/- Online TDS Paid Vide Challan No. 45493
7. 02.09.2025 INR 29,20,000/- RTGS HDFCR52025090256786115
INR 80,00,000/-

2. That the Vendee (Buyer) has agreed to pay the balance sale consideration amount of INR
68,00,000/- (Rupees Sixty-Eight Lakhs Only) towards the full and final settlement of the
total sale consideration, on or before the execution and registration of the final
Sale/Transfer Deed, after deducting the applicable TDS (Tax Deducted at Source) as per
provisions of the Income Tax Act, 1961, The Vendee shall provide a copy of the relevant
Form to the Vendor as proof of TDS deposit.

3. That the Vendor (Seller) shall be solely responsible for repaying any outstanding bank
loan(s) on the Property and shall obtain and provide a valid No Objection Certificate (NOC)
from the concerned financial institution, along with all original documents, at the time of
Sale/ Transfer Deed execution.

4. That the Vendor (Seller) shall provide all required No Objection Certificates (NOCs) and
transfer documents to facilitate the Vendee’s application for transfer permissions from the
Developer and/or NOIDA Authority, in the Vendee’s name or in favour of their nominee(s).

5. That the Vendor (Seller) has assured the Vendee (Buyer) that the said Property is free
from all encumbrances, including but not limited to mortgage, lien, lease, gift, exchange,
 disputes, litigation, attachment, pledge, or any court decree. In the event any such
encumbrance is discovered, the Vendor shall be fully liable to indemnify the Buyer and
compensate for any loss, damage, or claim arising therefrom.

6. That the Vendee (Buyer) shall have full right and liberty to get the Sale/Transfer Deed
executed either in their own name(s) or in the name of their nominee(s), for the purpose of
conveying an absolute and marketable title. The Vendor (Seller) shall have no objection
to such execution before the jurisdictional Sub-Registrar.

7. That all expenses incurred prior to the registration of the Transfer/Sale Deed—including
but not limited to obtaining NOCs from the Developer (M/s ACE Infracity Developers
Private Limited), transfer charges, maintenance dues, electricity, gas and water
charges, property tax, and any other dues, penalties or interests payable to the Developer,
Maintenance Agency, or Resident Welfare Association (RWA)—shall be borne and
cleared by the Vendor (Seller) up to the date of registry.

8. That all the expenses to be incurred on Noida Authority, Stamp Duty, Registration Fee and
other legal expenses i.e. Transfer Deed / Sale Deed / Lease Deed applicable as on date shall
be paid by the Vendee (Buyer).

9. That the entire transaction, including payment of the balance consideration and execution of
the final Transfer/Sale Deed, shall be completed within 60 (sixty) days from the date of
this Agreement to Sell.

9.1 In the event that the Vendee (Buyer) fails to make the balance payment within the
stipulated period, this Agreement shall stand cancelled due to the default of the Buyer,
and in such a case, the Vendor (Seller) shall be entitled to forfeit the amount of INR
5,00,000/- (Rupees Five Lakhs Only).
9.2 That in the event the Vendor (Seller) fails to honor the terms of this Agreement or
refuses to complete the transaction within the stipulated period mentioned herein, the
Vendee (Buyer) shall be entitled to claim a penalty amount of INR 5,00,000/- (Rupees
Five Lakhs Only) from the Vendor.

10. The Vendor (Seller) shall provide the Vendee (Buyer) with all original documents related to
the said property, including but not limited to Agreement to Sub-Lease/ Tripartite Sub-Lease
Deed, Allotment Letter, Possession Letter, Vehicle Parking Allotment Letter, Maintenance
Agreement, Builder’s NOC for Sale.
11. The Vendor (Seller) agrees to hand over absolute, vacant, and peaceful possession of
the said property to the Vendee (Buyer) immediately upon execution and registration of the
Sale/ Transfer Deed.

12. Both the Vendor and the Vendee shall produce valid PAN Cards for the purpose of executing
and registering the Sale/ Transfer Deed.

IN WITNESSES WHEREOF: THE VENDOR AND THE VENDEE HAVE SET THEIR
RESPECTIVE HANDS ON THIS AGREEMENT TO SELL AT NOIDA, ON THIS 20th July 2025,
IN THE PRESENCE OF THE FOLLOWING WITNESSES.

WITNESSES: -
VENDOR
1.

Name –
Address –

2.
VENDEE
Name –
Address –