DEED OF SALEThis Deed of Sale is made and executed on this 25th day of November 2014, at Coimbatore. BY 1. M/s. ELYSIUM REAL PROPERTIES PRIVATE LIMITED (PA No.AABCE6181G) a Private Limited Company incorporated under the Companies Act, 1956, having its Registered Office at Door No.699, Avinashi Road, (Opp) Ramson Petrol Bunk, Coimbatore, represented by its Director / Authorised Signatory, Mr.G.KARTHIK VEERAMANI (DL No: TN380000005038), S/o.Mr.V.Gopalakrishnan, by virtue of Board Resolution dated 08.10.2014 passed in the Meeting of its Directors, hereinafter called as VENDOR No 1. ((which term shall mean and include its Legal Representatives, Successors-in-interest, Successor-in-office, Official Receivers, Administrators, Agents, Power of Attorney holder and assigns, etc.) AND 2. Mr.M.S.RAMAKRISHNAN, (PA No.AHOPR1873K), S/o.Mr.M.R.S.Nathan, residing at No.M4, Metropolis, Udayampalayam Main Road, Coimbatore – 641 028, hereinafter called as VENDOR No.2 , (which term shall mean and include all his Legal heirs, Legal Representatives, Executors, Administrators etc.) Both VENDORS Nos1 and 2 are hereinafter collectively referred as VENDORS of the ONE PART. TO AND IN FAVOUR OF M/s. FUTURE GAMING AND HOTEL SERVICES PRIVATE LIMITED, (PA No.AABCM9751G) (Formerly known as M/s.Future Gaming Solutions India Private Limited) a Company incorporated under the Companies Act, 1956, having its Registered Office at Door No.54, Mettupalayam Road, G.N.Mills (Post), Coimbatore 641 029, represented by its duly Constituted Authorised Person Mr.M.SIVAPRAKASH, S/o.Manicka Gowder, presently residing at Door No.254, A.V.Residency, 9th Street Extension, Gandhipuram, Coimbatore – 641 012, by virtue of Board Resolution dated 14.03.2014, passed in the meeting of its Directors of the company, hereinafter called as the PURCHASER, (which term shall mean and include its Legal Representatives, Successors-in-interest, Successor-in-office, Official Receivers, Administrators, Agents, Power of Attorney holder and assigns, etc.) of the OTHER PART. WHEREAS the above referred VENDORS Nos 1 and 2, along with Two other persons, namely Sri.S.Palanisamy, S/o.Sundarasamy, residing at No.11/1A, 7th Cross, Arumugam Layout, Anna Nagar, Peelamedu P.O., Coimbatore and Sri. U.Senthilkumar, S/o.Uthrasamy, residing at No.S2, Krishnakamalam Apartments, Alagesan Road, Saibaba Colony, Coimbatore - 641 011 had collectively and jointly purchased the property more fully described in the schedule mentioned hereunder, an extent of 2.50 Acres in S.F.Nos.33/1B, 32/3D1, 32/3D2 and 32/1G2, by virtue of Sale Deed Doc.No.5599/2012, Dt.17.10.2012 registered on the file of Ganapathy Sub Registrar Office, Coimbatore. As such the above said VENDORS Nos.1 ,2 and the above said S.Palanisamy and U.Senthilkumar, were each of them having undivided common 1/4th share. WHEREAS the above named co-purchasers of VENDORS in the above Sale Deed Doc.No.5599/2012, Dt.17.10.2012 namely S.Palanisamy and U.Senthilkumar, thereafter had sold their 1/4th each share ( i.e half share in the schedule mentioned property) to the VENDOR No.1 herein namely M/s.Elysium Real Properties Private Limited, by virtue of Sale Deed Doc.No.4536/2013, Dt.01.08.2013 registered on the file of Ganapathy Sub Registrar Office, Coimbatore. As such the VENDOR No.1 has got title, possession and enjoyment 3/4th share in the schedule mentioned property and 1/4th share is in possession and enjoyment of VENDOR No.2. As such the VENDORS No.1 and 2 is having jointly common undivided share 3/4 th and 1/4th respectively, with all rights and are in possession and enjoyment of the property more fully described in the schedule mentioned hereunder. WHEREAS the VENDORS No.1 and 2 herein are collectively in possession and enjoyment of the property since the above referred sale deeds in their favour more fully as described hereunder and having full rights over them and free from all encumbrances. Thus the VENDORS No.1 and 2 have become entitled to the owners for the Schedule mentioned property described here under and they are empowered to sell the SCHEDULE PROPERTY The VENDORS No.1 and 2 have held out that they have full title and absolute power to sell and convey the Schedule of Property hereby sold and conveyed and no person or persons other than the Vendors has or have any manner of right, title, interest or claim whatsoever in or upon the schedule Property hereby sold and conveyed. The PURCHASER is desirous of purchasing the Schedule mentioned Property and the VENDORS No.1 and 2 have agreed to sell the same to the PURCHASER free of all encumbrances for a sale consideration of Rs.1,50,00,000/- (Rupees One Crore Fifty Lakhs only) to meet their business and family necessities respectively and on the following terms and conditions. WHEREAS the VENDORS No.1 and 2 has jointly afford to sell to the PURCHASER, Acre 2.50 Cents in SF Nos.33/1B, 32/3D1, 32/3D2 and 32/1G2 situated at Vilankurichi Village, Coimbatore Taluk, together with all common rights available for this land for a total sale consideration of Rs.1,50,00,000/- (Rupees One Crore Fifty Lakhs only). For the above sale consideration, the Purchaser herein has collected from the purchaser and remitted sum of Rs.1,50,000/ as TDS @ 1%, payable by the VENDORS No.1 and 2 herein, according to their ratio of share in the property, to the Income Tax Authorities, as statutory obligation. The Sale consideration has been already on 28/10/2014 passed on to the Bank Account of Vendor No1, kept at KOTAK MAHINNDRA BANK , Avinashi Raod Branch, by way of RTGS mode of payment through UTR No KVBL R5 2014 1028 0040 3004 for the property mentioned hereunder. The Vendor No2 , who is co owner of the property has ratified and confirmed the receipt of the sale consideration payable towards his share in the schedule mentioned property. As such both the Vendors Nos 1 and 2 hereby acknowledge the receipt of above mode of payment of sale consideration paid by the Purchaser towards their respective shares. The VENDORS No.1 and 2 herein acknowledge the receipt of the said payment as a full and final sale consideration for the schedule mentioned property. NOW THIS DEED WITNESSETH THAT 1. WHEREAS the VENDORS No.1 and 2 put the PURCHASER in possession of the schedule mentioned property, by transferring all the right, title, interest, claim, demand easement whatsoever on the schedule mentioned property, with all appurtenances, easements whatsoever on this property with clear boundaries AND TO HAVE AND HOLD the same UNTO and to the use of the PURCHASER, and its successors-in-interest, administrators thereof, the assigns forever and absolutely with all the title deeds. The receipt of the above sum is towards full and final settlement of the price of the property mentioned in the schedule hereunder and no amount is due from the PURCHASER. 2. AND the VENDORS No.1 and 2 assure that property hereby conveyed is not under any lien, court attachment. And prohibitory order of injunction either by the court or revenue court nor there are any agreements of sale with anyone. 3. AND the VENDORS No.1 and 2 assure and affirm that the property as conveyed and as shown in the schedule hereto, is not notified for acquisition for public purpose under Land Acquisition act. 4. Nor that the land hereby conveyed is under any proceedings under Land reforms Act, nor that the VENDORS No.1 and 2 possesse this land in excess to the ceiling limit of the said act. 5. AND the VENDORS No.1 and 2 further assure that the land as hereby conveyed and as schedule hereunder, is not under any prohibitory provision of any enactment of the Government of Tamil Nadu in transferring the land. 6. AND the VENDORS No.1 and 2 further covenant that its/his heirs, legal representatives, executors, administrators or assigns to save harmless, indemnify and keep indemnified to the PURCHASER, its, assignees , administrators, receivers from all or any of the charges, lien and encumbrances. 7. That this sale to the PURCHASER is on the assurances and representation of the VENDORS No.1 and 2 as under:(a) That the scheduled property is free from all encumbrances, charges, lien, litigation, attachments, trusts whatsoever or however. (b) That there is no order of attachment by the Income Tax authorities or any other authority under any law for the time being in force or by neither any other authority nor any notice of acquisition or requisition has been received in respect of the scheduled property. (c) That except for the VENDORS No.1 and 2 nobody else have any right, title, interest, claim or demand whatsoever or howsoever in respect of the scheduled property. (d) That the VENDORS No.1 and 2 are competent to transfer this scheduled property absolutely in favour of the PURCHASER. (e) That there is no notice of default or breach on the part of the VENDORS No.1 and 2 or their predecessor-in-interest under any provisions of law in respect of the scheduled property. 8. The VENDORS No.1 and 2 hereby assure the PURCHASER that all taxes/cesses in respect of the scheduled property up to the date of registration of this sale deed have been paid by the VENDORS No.1 and 2. However, if any dues are found to be payable subsequently till the date of registration, the VENDORS No.1 and 2 should pay the same or reimburse to the PURCHASER. 9. The PURCHASER shall pay all charges/taxes/cesses from this date including payment of property tax in respect of the scheduled property to the jurisdictional authorities. 10. The VENDORS No.1 and 2 delivered all the Original Title Deeds referred above along with all Revenue Record of documents in respect of the scheduled property to the PURCHASER. 11. The VENDORS No.1 and 2 covenant and declare that there are no Government restrictions or statutory restraints for the VENDORS No.1 and 2 to sell the scheduled property, and that there are no other agreements in existence and that the VENDORS No.1 and 2 do hereby confirm the sale of the scheduled property absolutely in favour of the PURCHASER. 12. The VENDORS No.1 and 2 covenant that the scheduled property hereby sold comprised all the rights, easement right privileges, appurtenances thereto attached to the scheduled property including the right, title and interest of the VENDORS No.1 and 2 and that the VENDORS No.1 and 2 have not retained any portion of the scheduled property. 13. The VENDORS No.1 and 2 hereby agree to sign any further necessary documents, affidavits, declarations, undertaking for mutation of the schedule property in the name of the PURCHASER. The VENDORS No.1 and 2 shall co-operate and do all that is necessary to see that the mutation of the name of the PURCHASER in the records of the revenue and all other authorities and for getting the patta, adangal etc; in the name of the PURCHASER as may be needed in respect of the schedule property hereby conveyed. 14. The VENDORS No.1 and 2 assure the PURCHASER that the recitals aforementioned are true and no material and relevant fact touching the title of the VENDORS No.1 and 2 over the schedule property is suppressed or kept undisclosed by the VENDORS No.1 and 2 to the PURCHASER. SCHEDULE OF PROPERTY Item 1: In Coimbatore Registration District, Ganapathy Sub-Registration District, Coimbatore North Taluk, Vilankurichi Village, S.F.No.33/1B total extent of Hec.0.36.50 Kist Rs.1.23 or 90.2 Cents situated within the following boundaries: North of : S.F.No.33/2A and existing 30 feet road South of : S.F. No.32/3D2 in this deed Item No.2 East of : S.F.No.33/1A West of : S.F.No.42 The entire extent in S.F.No.33/1B is sold under this sale deed. Item 2: In Coimbatore Registration District, Ganapathy Sub-Registration District, Coimbatore North Taluk, Vilankurichi Village, S.F.No.32/3D2 total extent of Hec.0.18.50 Kist Rs.0.63 or 45.70 Cents situated within the following boundaries: North of : S.F.No.33/1B in this deed Item No.1 South of : S.F. No.32/3D1 in this deed Item No.3 East of : S.F.No.32/3C West of : Pallavari The entire extent in S.F.No.32/3D2 is sold under this sale deed. Item 3: In Coimbatore Registration District, Ganapathy Sub-Registration District, Coimbatore North Taluk, Vilankurichi Village, S.F.No.32/3D1 total extent of Hec.0.33.0 Kist Rs.1.12 or 82 Cents situated within the following boundaries: North of : S.F.No.33/3D2 in this deed Item No.2 South of : S.F. No.32/1G2 in this deed Item No.4 East of : S.F.No.32/3C West of : Pallavari The entire extent in S.F.No.32/3D1 is sold under this sale deed. Item 4: In Coimbatore Registration District, Ganapathy Sub-Registration District, Coimbatore North Taluk, Vilankurichi Village, S.F.No.32/1G2 total extent of Hec.0.13.0 Kist Rs.0.44 or 32.10 Cents situated within the following boundaries: North of : S.F.No.32/3D1 in this deed Item No.3 South of : S.F. No.32/1G1 East of : S.F.No.32/1E West of : Pallavari The entire extent in S.F.No.32/1G2 is sold under this sale deed. Item No.1, 2, 3 and 4 combined together and extent of 2.50 Acres situated within the following boundaries: North of : S.F.No.33/2A and existing 30 feet road South of : S.F. No.32/1G1 East of : S.F.No.33/1A, 32/3C and 32/1E West of : S.F.No.42 and Pallavari The property is situated within Vilankurichi Panchayat, Coimbatore Corporation Limits. Old Patta No.870. New Patta No 872 The Present Market Value of the property is Rs 1,50,00,000/IN WITNESS WHEREOF THE VENDOR, PURCHASER HERETO HAVE EXECUTED THESE PRESENTS ON THIS DAY, MONTH AND YEAR FIRST ABOVE WRITTEN. VENDOR WITNESSES : 1. 2. Prepared by PURCHASER