MEMORANDUM OF UNDERSTANDING

This MEMORANDUM OF UNDERSTANDING is made and entered into at Chennai

by and between:

M/s Gee Cee Associates, rep. by its Proprietory Mr. V.N.A.S. Chandran (PAN
No.--------------- Aadhar No.-------------- ) S/o Mr. , aged years, having
his office at No.10, Damu Nagar, Puliakulam, Coimbatore 641 045, (which expression
shall unless it be repugnant to the context or meaning thereof be deemed to mean and
include their respective heirs, executors, administrators and assigns) as the
TRANSFEROR/SELLER of the ONE PART.

AND

MR.______________________, (PAN No._________________Aadhar

The Vendors and the Purchasers are hereinafter collectively referred to as the
“PARTIES” and individually as the “PARTY”.

At the very outset be it clearly understood and agreed that the following principles shall
apply unless the context requires otherwise:

(a) The singular includes the plural and conversely.

(b) A gender includes all genders.

(c) Where a word or phrase is given a particular meaning, other grammatical forms of

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that word or phrase have corresponding meanings.

WITNESSETH AS FOLLOWS:

WHEREAS the First Party is the absolute owner in lawful/peaceful possession and
enjoyment of property bearing R.S. No.1168, in Block No.74, measuring to an extent of
0.25-3/16 Acres, situated at No.48, Church Hill Road, Coonoor 643 101, which is more
fully and particularly described in the schedule hereunder, hereinafter referred to as
schedule property.

WHEREAS the First Party being purchased the schedule property by virtue of
Registered Sale Deed dated 06-06-1994, registered in the Office of the Sub-Registrar of
Bombay, vide document No. PBBB-186/94.

WHEREAS the First Party represent that there is no claim, mortgage, charge, lien,
attachment, pending, threatened or anticipated litigation, requisition or acquisition or
notice in pursuance of thereof in respect of the SCHEDULE PROPERTY, except as
specifically stated hereinafter and further assured the Second Party that there is no prior
agreement to sell in respect of the SCHEDULE PROPERTY and further assured the
Second Party that the First Party can convey an indefeasible right, title and interest in the
SCHEDULE PROPERTY to the Second Party;

WHEREAS the First Party after having had discussions with the Second Party, offered to
sell the SCHEDULE PROPERTY and the Second Party, relying upon the above-
mentioned representations and covenants, has agreed to purchase the SCHEDULE
PROPERTY, more fully described hereunder on the terms and conditions hereinafter
appearing.

WHEREAS the First Party, agreed to enter into this initial Agreement with Second Party
and the Parties have agreed and accepted to the terms and conditions of This MOU.

WHEREAS the First Party has assured the Second Party that he shall sign and execute all
type of document/s in favour of the Second Party as and when required by the Second

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Party. And

WHEREAS both the parties are desirous of reducing the terms into writing and
accordingly this Memorandum of Understanding is being entered into;

NOW THIS MEMORANDUM OF UNDERSTANDING WITNESSETH AS

1. The First Party have offered to sell, convey, transfer, assign all their rights and
interests over the SCHEDULE PROPERTY and the Second Party have accepted
the said offer and agreed to purchase the SCHEDULE PROPERTY free from all
encumbrances, claims or demands for a total sale consideration of
Rs.35,00,00,000/- (Rupees Thirty Five Crore only).
2. The First Party has not received any advance sale consideration payment from the
Second Party, which has been acknowledged and agreed upon by the First Party.
The Second Party has committed to paying the complete Sale Consideration
amount of Rs.35,00,00,000/- (Rupees Thirty Five Crore only) on the date of
executing the Sale Deed in favor of the Second Party or its nominees. The
payment will be made to the First Party.
3. The sale shall be completed by execution and registration of the Sale Deed/(s) by
the First Party to and in favour of the Second Party or the Second Party ’S
nominee(s).
4. The Schedule Property is currently subjected to ongoing litigation before the
Hon'ble Supreme Court of India in Civil Appeal No(s). 7825-7828/2013 initiated
by the First Party. The First Party commits to diligently conclude the litigation
process and secure a favorable order in their favor at the earliest opportunity.
5. The case will be monitored collaboratively by the First Party and the Second
Party. The Second Party will be responsible for covering the expenses related to
the litigation. Upon the execution of the sale, the Second Party will make the
payment for the sale consideration after deducting the expenses incurred by them.
Additionally, they will deduct the appropriate TDS for the entire sale
consideration, which the First Party has also agreed to.

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6. The execution of the sale deed will only take place once the pending litigation has
been resolved, as agreed upon by both parties.
7. The First Party herein further covenants with the Second Party that he shall give
the possession of the schedule property to the Second Party by vacating any
person/s staying in the schedule property.
8. The Vendor hereby authorizes the Purchaser to release public notices in the
newspapers regarding the proposed purchase of the Schedule Property by the
Purchaser or its nominees, calling for objections if any to the proposed transaction.
9. THAT the First Party doth hereby covenant and confirm to the Second Party that
all dues, demands, taxes, charges, duties, liabilities in respect of the SCHEDULE
PROPERTY, has been paid and settled up to the present date of execution of this
Agreement to Sell and undertakes to continue to pay the above dues till the date of
execution of the Sale Deed.
10. The Second Party undertakes that after the execution of the Sale Deed in favour of
the Second Party or his nominee/s, as the case may be, the Second Party or his
nominee/s shall thereafter clear any and all dues, demands, taxes, charges, duties,
liabilities arising from and after the date of execution of the Sale Deed in respect
of the SCHEDULE PROPERTY.
11. THAT the First Party hereby covenants and confirms that it has not entered/will
enter into any other sale agreement with any other third party(ies) for sale of the
SCHEDULE PROPERTY and that the sale of the SCHEDULE PROPERTY is
and shall be free from all encumbrances.
12. THAT the First Party has not delivered any original title document/s or revenue
record/s relating to the SCHEDULE PROPERTY to the Second Party, under this
Agreement.
13. THAT the First Party have not delivered possession of the SCHEDULE
PROPERTY to the Second Party herein, under this Agreement.
14. THAT the First Party agree that they shall comply with all legal requirements of
the Second Party or his Advocate for giving effect to the transaction contemplated
by this Agreement.

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15. Notwithstanding anything contained herein, the PARTIES shall have the right of
specific performance of this Agreement.
16. This MOU may be terminated by either party upon written notice if the other party
breaches any of its obligations hereunder and the breaching party fails to cure such
breach within thirty (30) days after receipt of notice of such breach.
17. The provisions of this MOU are severable, and if any one or more provisions may
be determined to be illegal or otherwise unenforceable, in whole or in part, the
remaining provisions, and any partially enforceable provision to the extent
enforceable in Chennai jurisdiction only, shall nevertheless be binding and
enforceable.
18. Any notices or other communications required or permitted under this MOU shall
be in writing and shall be deemed to have been duly given and delivered when
delivered in person, Fifteen (15) days after being mailed postage prepaid by
certified or registered mail with return receipt requested, or when delivered by
overnight delivery service or by facsimile to the recipient at the following address
or facsimile number, or to such other address or facsimile number as to which the
other party subsequently shall have been notified in writing by such recipient.

19. With respect to its subject matter, this MOU constitute the entire understanding of
the parties superseding all prior agreements, understandings, negotiations and
discussions between them whether written or oral, and there are no other
understandings, representations, warranties or commitments with respect thereto.

20. The First Party hereby indemnified and keep indemnified the Second
Party/nominee/ against any defect or deficiency in the title of the property or any
loss or hardship which may sustain to the Second Party due to any future legal
proceedings and shall execute and register the necessary document in favor of the
Second Party/Nominee. In the event the title of the land is found to be defective
and no clear and marketable title over the land in respect of which the document is

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 executed, the First Parties is responsible for refund of the amount along with
liquidated damage/s suffered by the Second Party and this MOU shall stand
cancelled.

SCHEDULE PROPERTY

All That Piece and Parcel of the property bearing R.s.No.1168 in Block No.74, measuring
to an extent of 0.25-3/16 Acres, situated at No.48, Church Hill Road, Coonoor 643 101,
Registration District of Coimbatore and Sub Registration District of Coonoor.

IN WITNESS WHEREOF, the parties have affixed their respective signatures to this
MEMORANDUM OF UNDERSTANDING on the day, month and year first hereinabove
written before the following witnesses.

SECOND PARTY FIRST PARTY

WITNESSES:

1).

2).

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