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“OPERATIONS AND MAINTENANCE AGREEMENT”

BETWEEN
Mr. Ravi Jhunjhunwala (Owner/s)

AND
Edible Routes Private Limited (Operator)

This Operations and Maintenance Agreement (hereinafter called as "Agreement") is

made
and entered into ason_1{YU|202(__by and between:

Mr. Ravi Jhunjhunwala (hereinafter called as "Owner" under this Agreement)

AND
Edible Routes Private Limited (hereinafter called as the "Operator" under this
Agreement),

a private limited company registered under the Companies Act, 2013 through its

director/representative Mr Kapil Mandawewala addressed at C-5, FF Right Side,

Malviya
Nagar, New Delhi — 110017.

RECITALS

WHEREAS, Mr. Ravi Jhunjhunwala own 8645 Sq Mtr of land situated at Amarkanan_Farm
house no 3, North Drive DLF Chattarpur New Delhi (Khasra no 753,754 ete ) and
provide
8456.88 Sq Mtr of demarcated land from the said Land to the “Operator” (hereinafter

referred to as the “Land”) for setting up Farmlets on the land by using techniques
of organic
farming and permaculture on the Land .

WHEREAS, “Operator” is in the field of setting up Farmlets.

NOW THEREFORE, in consideration of the mutual covenants, undertakings and

conditions
set forth below, the parties hereby agree as follows:

ARTICLE 1
AGREEMENT
Section 1.1 - Agreement. This Agreement consists of the terms and conditions set
forth in the
sections captioned by numbered article designations (“Articles”) and the following
appendices, which are incorporated and made part of this Agreement by this
reference and
are included in any reference to this Agreement.
Section 1.2 - Effective Date and Term.This Agreement shall be effective and shall
govern the
rights and obligations of the parties from and after date of execution of this
Agreement for a

period of three (3) years.

Section 1.3 - Relationship of the Parties. Operator has been retained by Owner as
an
independent contractor on ‘Principle to Principle’ basis to set up, operate,
maintain and
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manage the Project, in accordance with Prudent Utility Practice and other
requirements of
this Agreement, Operator has overall responsibility for setting up, operating,
maintaining and
managing the Project and meet all other requirements under this agreement including
making
Necessary investments around — Rs 2.50000/-( Rupees Two lacs Fifty Thousand ) in
the
Project without any recourse,

Section 1.4 - Representatives, Owner and Operator shall each designate a

representative(hereinafter called as "Designated Representative") to act on its
behalf in
Overseeing the performance of this Agreement. Owner and Operator may change their
Tespective Designated Representatives upon written notice to the other party given
as
provided in this Agreement, Designated Representatives shall be the primary means
for
communication and all other interactions between Owner and Operator that are
required
under this Agreement.

ARTICLE 2

DEFINITIONS

Section 2.1 - Definitions. Unless otherwise required by the context in which a

defined term
appears, the following terms shall have the meanings specified in this Article 2.
Terms that
are defined in other Articles shall have the meanings given to them in those
Articles.

(a) "Farmlet''means 1200 square feet plot of agricultural land made available for
growing vegetables and herbs for personal consumption. Such plots shall be formed
by subdividing the Project Land into smaller land parcels.

(b) "Business Day" means any day other than a Saturday, Sunday or any other day on
which commercial banks are authorized or required to close in India.

(c) "Force Majeure Event" means an event, condition or circumstance beyond the
reasonable control of, and not due to the fault or negligence of, the party
affected, and
which could not have been avoided by due diligence and use of reasonable efforts,
which prevents the performance by such affected party of its obligations hereunder

(d) "Project''means setting up, operating, maintaining and managing a Model

Farmstead
consisting of Farmlets on the Project Land by using techniques of organic farming
and permaculture including making of raised beds and drip irrigation system. The
Operator shall allot Farmlets to subscribers who will be able to grow vegetables
and
herbs for personal consumption.
(e) "Services"has the meaning set forth in Article 3.1.

i a asc eni

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RES ; 1.
- RESPONSIBILT IES OF THE OPERATOR
ection 3.1 - The Operator sh

; all set s maintai

Owners. The nec Up, operate, maintain and manage the Project on behalf of

essary ¢ i

(Rupees Two lace tao oa of setting up as per the Operator would be around Rs
2,50000/-

and maintenanes ~ . jousand ), Which will solely be borne by the Operator.

Operational

electricity, expenses shall ie i rece re porne by the Operator, however water and

shall Gear the reper " e pl abt by the operator to the Owners annually. The Owners

Ge Tiaiect La y tax o the Project Land. The Operator shall not have any right on/in
at any point of time or for any reason whatsoever.

Section 3 2- U T

. pon commencement of this agreement the op i

: u erator will be able to grow
vegetable and herbs in the project land for his usage .

eho nee Operator shall reserve a portion up to 10,000 sq ft of total growing area
of
toject Land to grow organic vegetables for the Owners. All expenses to cultivate
these
vegetables to be borne by the Operator.

Section 3.4 - The Operator shall not set up, establish or construct any permanent
structure.
However, temporary structures like bamboo hut not exceeding more than 1000 sqft are
permissible. This temporary structures like bamboo hut only will be used for
storage purpose
only . The list of infrastructures currently on the Project Land is attached as
Annexure-1 to
this Agreement and shall form part of this Agreement.

Section 3.5 - The Operator shall not do anything which is contrary to the permitted
use of the
Project Land. The land will be utilised to only grow organic vegetables using
organic
methods. No chemicals will be used in any form.

also any fruit trees without prior

Section 3.6 - The Operator shall not cut any large trees and
ch as subabool can be

written permission of the Owners. However, certain invasive species su

removed as they damage the land and the soil.
shall have overall responsibility for entire set up, cultivation,

Section 3.7 - The Operator

laims , legal obligations or other

operation and shall keep the owners harmless from all c

liability .
otify the Owners in writing of any tear down

Section 3.8 - The Operator shall promptly n

ital improvements owned by the Owner that

and/or overhaul of major equipment or cap

Operator believes are necessary OF advisable together with a proposed schedule for

completing such repairs or improvements. However it is the responsibility of the

Operator to
maintain/replace any equipment provided by Owner for his farming purposes.

Section 3.9 - At the end of the term of this Agreement or prior termination thereof
the
Operator shall remove from the Project Land all temporary structures, drip
irrigation pipes
and all agricultural implements and machinery owned or constructed by the operator.

than 12 persons in the project land

d solely liable for their salaries and
he Owners. The

10 - The Operator may deploy not more

the Operator shall be absolutely an
liance with all labour laws without any recourse to f

Section 3.
provided however
welfare and comp

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roject Land on

ct and P
or

any right to stay

d dues, claims.
ractor/person

t of the Proje
all not have
any unpai
e/cont

be terminated in respec
and they sh
The owners will 0 liable whatsoever for
health issues pertaining 10 any employe
arm land for farming purposes

shall
f this Agreement
ot be

ment of such persons

employt
ination 0

expiry or prior term

rthe Project Land.
nsurance,
ator in the said F

ente
legal obligations, 1

engaged by the oper

uties set forth in this Agreement even

nder 3.6. The operator shall

Il the times and the Owners
and any such
t any sign

the specific d

e standards defined u
are put in place at a
f injury/death to any worker
ator shall not affix or pu
f the project land

perator shall perform

quired by th
urity measures
or obligations 0

the operator. The oper

mises 0

Section 3.11 - The O

if they are not otherwise re
ensure proper safely and sec
shall not bear any responsibility
responsibility will be fully borne by

board on the project Jand / any exterior or with in the pre

required under this

the duties set forth in Article 3

rdance with all

Section 3.12 - The Operator shall perform

d efficient manner and in acco

Agreement in a prudent, reasonable, an

applicable Laws.

ws. The Operator shall apply

ses and approvals (and

Section 3.13 - The Operator shall comply with all applicable La

rm the duties set forth

for and obtain in the name of the Owners all necessary permits, licen
renewals of the same) required to allow the Operator in order to perfo
in this Agreement. The Owners will cooperate with the Operator for the same.

tain the Project free and clear of all liens and

n of the Operator or work done at the

Section 3.14 - The Operator shall main

le and absolute responsibility of the

Encumbrances resulting from any action or omissio:

request of Operator. Livestock, if any, will be the so

Operator.
Section 3.15 - The Operator shall not make / undertake any capital expenditure in
the Project
on behalf of the Owners or which it wants the Owner to undertake without prior
written

consent of the Owners.

ARTICLE 4

OWNER RIGHTS AND RESPONSIBILITIES

| times remain in possession of the Project Land and

The Owners shall at al

der them shall have any right

Section 4.1 -
bscribers nor anyone claiming un

neither the Operator or the Sul

on/in the Project Land.
Section 4.2 - The Owners shall provide water and electricity provisions in complete
working
condition to the Operator, whose usage will be exclusively for the Project Land.

Section 4.3 - The Owners shall provide one security guard at its own cost and
expenses.
agency or fenancy or any legal relationship so as
to create any right on the project land to have any interest or right in the
Property in
question including its precincts or buildings and land . The possession and
interest in
title will continue to be with owners and it is only with express permission of the
owners
and/or its employees that operator can enter the property. The operator will not
make

kee

“ This agreement does not create any

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any claim w .
on and alee on the property or possession thereof once asked to stop the hired
will not do anything against the interests of the owners.”

ARTICLE 5

COMPENSATION, PAYMENT AND OTHER OBLIGATIONS

Section 5.1 - The Operator shall pay to the Owners INR 50,000 ( Rs Fifty Thousand )
per
acre yearly (“Payment”) This will be paid to the Owners. The Payment shall be made
at the
commencement of the operations i.¢ initially at the time of effective date of
agreement and
every 12 months thereafter in lump sum for the entire year.

ARTICLE 6

LIMITATIONS ON AUTHORITY

Section 6.1 - General Limitations. Notwithstanding any provision in this Agreement

to the
contrary, the Operator and any employee, representative, contractor OF other agent
of
Operator or anybody acting under the Operator are prohibited from taking the
specified
actions with respect to the matters indicated below.

a) Disposition of Assets. Sell, lease, pledge, mortgage, convey, or make any

license,
exchange or other transfer or disposition of any property Or assets of Owners,
including any
property or assets purchased by Operator,

b) Contract , Make, enter into, execute, amend, modify or supplement any contract
or
agreement (i) on behalf of, in the name of, or purporting to bind the Owners,

c) Lawsuits and Settlements. Settle, compromise, assign, pledge, transfer, release

or consent
to the compromise, assignment, pledge, transfer or release of, any claim, suit,
debt, demand
or judgment against or due from the Owners or submit any such claim, dispute or
controversy
to arbitration or judicial process, or stipulate in respect thereof to a judgment,
or consent to do
the same;

d) Liens. Create, incur or assume any lien upon the land and its produce;

¢) Transactions on Behalf of Others. Engage in any other transaction on behalf of

Owners or
any other person or entity not expressly authorized by this Agreement or that
violates
applicable Laws, this Agreement or any Project Agreement, or

{) Agreements. Enter into any agreement to do any of the foregoing.

ARTICLE 7

TERM AND TERMINATION

Section 7.1 - The term of this Agreement shall be 3 (three) years from date of the
execution
of this Agreement. This Agreement may further be extended for such period as
mutually

agreed by the parties before the termination of this Agreement. This Agreement is
subject to
earlier termination pursuant to Articles 7.2, 7.3.7.4 or 7.5.

T bat KM

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/ecuo 79.0 a t 1 Agree ment mT edia ély

S ) i 0 va {

i Owner may terminate th 18 A ?

ction 7.4 1

sy of or or
(i) upon the Bankruptcy of Operat sey wimin sso
i medic '
‘oure Event that is not rer
Force Majeure Event
ii » occurrence of a Force Ma
(ii) upon the ove
of its initial occurrence. on
his Agreement the Owners may terminate
13 ’

Section 7.3 - Notwithstanding anything 1n tt Nice to Operator in the event

Agreement upon 90 (Ninety) days prior written no ns Services 08

. q Cc fr a0
(i) that Operator violates, or consents to a violation of, any Laws applicable to
the
the Project, or
. “9 »¢ no
(ii) of a material breach by Operator in the performance of the Services, if pera :
cure such breach within 30 (Thirty) days from the date of Operator's receipt 0

Owner demanding cure.

Section 7.4 - In addition to its rights set forth in this Article 7, subject to the
ferms ons
Project Agreements, the Owners reserve the right to terminate this Agreement a the
assigning any cause/reason upon 90 (ninety) days written notice to Operator. In a ;
f
Owners terminate the Agreement before the period of 3 years, they agree to pay a
pena tyo

Rs 80,000/ (Eighty Thousand ) per year to the Operator for the unexpired period of
the
contract . { Poe OLUL -

Section 7.5 - Subject to the terms of this Project Agreements, Operator may
terminate this
Agreement for cause upon 90 (Ninety) days prior written notice to Owner in the
event of:

(i) Owner's Bankruptcy; or

(ii) Owner's failure to perform in a timely manner any of its material obligations
under this
Agreement and in the event that such failure is not cured within 30 (Thirty) days
of Owner's
receipt of a notice from Operator demanding cure.

Section 7.6 - Upon expiration or termination of this Agreement, Operator shall

remove its
personnel from the Project. Operator shall leave the Project Land in as good
condition as it

was on the Effective Date.

ARTICLE 8
INDEMNIFICATION AND LIABILITIES

Section 8.1 - Indemnification by Operator. Operator shall indemnify, defend and

hold
harmless Owner, the members thereof, and their respective officers, directors,
employees,
agents, Affiliates and representatives (hereinafter called as the “Owner
Indemnified Parties"),
from and against any and all claims (in whatever form and to the fullest extent
permitted by
law) arising out of or in any way connected with, but only to the extent of, any
gross
negligence, fraud or willful misconduct of Operator or anyone acting on Operator's
behalf or
under its instructions, in connection with this Agreement and Operator's
obligations
thereunder.

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Section 8.2 - ]
-< ~ Indemnificat;
Operator, its offices sat

Operator Indemnified Parties")

by

Owner. O
‘ ~ Owner shall j 7
Cers, directors, ner shall indemnify,

Sinnlnveees aeons ‘m defend and hold harmless

ome | from and ase ae Affiliates and representatives (the
th xtent permitted by law) act gainst any and all claims (in whatever form and to
e extent of, any gross neglis ) arising out of or in any way connected with, but |
Guan behalf or vnder - soence, fraud or willful misconduct of Owner or anyone
acting on
; Instructions (ot i :
ss oth i
endors, and their subcontractors (other than Operator and its suppliers,
subcontractors,

in connection with thi and vendors and any employee or agen i

vith this Agreement and Owner's obligations thereunder Pan ti eee

ARTICLE 9
INTELLECTUAL PROPERTY RIGHTS
Secti - i i
aoe 2) During the subsistence of this Agreement, if the Operator or its employee
ps or invents a new variety of plant or any other produce arising out of ongoing

activities, the Operator shall be the sole owner of any Intellectual Property
Rights that may be
recognized by prevailing laws of the State.

Section 9.2 - The Owner shall not claim any IPR rights in the invented or developed
plant
varieties or any other farm produce grown under this Project.

ARTICLE 10

MISCELLANEOUS PROVISIONS

Section 10.1 - Assignment. Neither Owner nor Operator party may assign its rights
or
obligations under this Agreement without the prior written consent of the other
party hereto,
except that this Agreement may be assigned by Owner without such prior consent to
any
successor of Owner, to a person or entity acquiring all or substantially all of the
Project,

Section 10.2 - Force Majeure. If either Owner or Operator is rendered wholly or

partially
unable to perform its obligations under this Agreement (other than payment
obligations) due
to a Force Majeure Event . Provided however if the Force Majeure Event continues
beyond 3
(three) months, the other Party can terminate the Agreement by giving 15 (Fifteen)
days
notice in writing.

Section 10.3 - Amendments. No amendments or modifications of this Agreement shall

be
valid unless evidenced in writing and signed by duly authorized representatives of
both

parties.

Section 10.4 - Survival. Notwithstanding any provisions herein to the contrary, the
obligations and limitations of liabilities set forth under this Agreement through
applicable

Articles, shall survive in full force despite the expiration or termination of this
Agreement.
Section 10.5 - Notices.

(i) All notices and other communications (collectively "Notices") required or

permitted under

this Agreement shall be in writing and shall be given to each party at its address
set forth in
this Section 12.5 or at such other address as hereinafter specified as provided in
this Article.

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address has changed shall forthwith

Party whose
address the Pn t the said change.

, » change in ut
In the event of any Chat arty in writing abou

i inf her P:
without any delay inform the ot | |
| ail, registered mail

lly recognized overnight

ctronic m
(ii) All Notices shall be delivered personally or sh a Tutti
(return receipt requested and postage prepaid), or

courier service.

(iii) Notices shall be deemed to be given-

d the transmittal is confirmed), or

a) when transmitted if sent by electronic mail, provide

y any other means. Notices shall be sent to

b) upon receipt by the intended recipient if given b

the following addresses:

To Owner:

Mr. Ravi Jhunjhunwala

Address:

Tel:

E-Mail:

To Operator:

Mr. Kapil Mandawewala

Edible Routes Private Limited
Address:

Tel: [Telephone number]

E-Mail: [E-mail address]

Section 10.6 - Operator shall reserve total farm produce from the Reserved Plot
( 10000 sq
feet) for the Owners.

(i) However, there would be reductions in supply of the aforesaid quantity/quality

of
produce due to unavoidable circumstances which lower down the quantity of farm
produce
during certain relevant period.

Section 10.7 - Representations And Warranties. Each party represents and warrants
to the
other party that:

(a) such party has the full power and authority to execute, deliver and perform
this
Agreement and to carry out the transactions contemplated hereby;

wrk ke.M.-

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(b) to the best of such p
party of this Apreemen

arty's knowledge,
OF organizational requi

t, does not

the execution, delivery

rement of s

and performance by such |

; ; he 4 ual,
and will not materially conflict with any legal, contrac
uch party; and
(c) There are no pendin
adversely determined,

8 or threatened legal,
party's ability

could Teasonably be e
to perform its obligations und
. . ' ed and
Section 10.8 - Governing Law. This Agreement shall be governed by, constru
enforced in accordance with the

: ces of both
laws of India, The Courts at Delhi ( as regd offices 0
parties are in delhi) shall have exclusive jurisdiction.

rape hati?
administrative, or other proceedings that

. verse effect on such

xpected to have a material adverse effect o
er this Agreement.

; h their duly
IN WITNESS WHEREOF, the parties have executed this Agreement throwe .
authorized officers as of the date set forth in the preamble to this Agi

Mré. Lok fut (Fe Paw lusts d)

Edible Routes Private Limited

Through = 4, 10.1) Hover 8

Name: Kapil Mandawe wa la

Designation: Foundey

Witness No. 1:
Signature:
Name:
Address:
Date:
Witness No. 2:
Signature:
Name:
Address:
Date:

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