MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (“MOU”) is made and executed on this the

________ Day of MARCH, TWO THOUSAND AND TWENTY-FOUR
(___.03.2024) AT BENGALURU.

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BETWEEN: -
1. Sri. M.R. SHIVAKUMAR
S/o. Late. Rangappa,
Aged about 00 years

2. SMT. K. MALINI
Wife of Sri. M.R. Shivakumar
Aged about ___ years,
Having office at No. 25, Anand Nagar,
Marathahalli Ring Road,
Marathahalli Post, Bangalore-560037.
Aadhaar:__________.

(hereinafter referred to as the “FIRST PARTY”

which expression wherever the context so requires
shall mean and include all his respective heirs,
legal representatives, administrators, executors
and assigns etc.,) OF THE FIRST PART

AND: M/s. BREN CORPORATION PRIVATE

LIMITED,
A Company registered under the Companies Act,
1956, Having its Office at 4th Floor, Sterling
Square, Old Madras Bank Road,
Bengaluru-560 001.
Represented by its Director,
Sri. J. BOOPESH REDDY

(hereinafter referred to as the “SECOND

PARTY” which expression shall, unless contrary
to the context or meaning thereof, be deemed to
mean and include its successors-in-interest and
permitted assigns) OF THE SECOND PART:

WITNESSETH AS FOLLOWS: -

WHEREAS:

I) The First Party represents that they are the sole and absolute owner of
Residentially converted conjoint Property bearing Survey No. 79/1
measuring 1 Acre, Sy No. 81/1, measuring 15.5 Guntas, Sy No. 81/1,
measuring 7.5 Guntas, Sy No. 89/1, measuring 1 Acre, Sy No. 89/2,
measuring 1 Acre 38 Guntas, Sy No. 89/2, measuring 27 Guntas, Sy No.
89/2, measuring 13 Guntas, Sy No. 89/3, measuring 1 Acre 38 Guntas, Sy

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 No. 90, measuring 3 acres 35 Guntas, Sy No. 91, measuring 26 Guntas, Sy
No. 92/2A, measuring 1 Acre 33 Guntas, Sy No. 93/1A, measuring 1 Acre
19 Guntas, Sy No. 93/1A, measuring 20 Guntas, Sy No. 93/2, measuring 1
Acre 36 Guntas, Sy No. 93/2, measuring 15 Guntas, Sy No. 94/1, measuring
2 Acres 9 Guntas, Sy No. 94/2, measuring 2 Acres 8 Guntas, totally
measuring approximately 22 Acres 20 Guntas., Situated at Hirandahalli
Village, Bidarahalli Hobli, Bangalore East Taluk, Bangalore Urban District,
which are more fully described in the Annexure- I below and hereinafter
referred to as the Said Lands.

II) The First Party also represents that they are the sole and absolute owner of
the Property bearing Survey No. 52/1A measuring 1 Acre, Sy No. 52/1A,
measuring 1 Acre, Sy No. 75, measuring 1 Acre 10 Guntas, Sy No. 75,
measuring 1 Acre 5 Guntas, Sy No. 75 measuring 1 Acre measuring 5
Guntas, Sy No. 74, measuring 2 Acres, totally measuring approximately 7
Acres 20 Guntas., Situated at Huskur Village, Bidarahalli Hobli,
Bangalore East Taluk, Bangalore Urban District, which are more fully
described in the Annexure- II below and hereinafter referred to as the Said
Lands.

III) The First Party also represents that they are the sole and absolute owner of
the Property bearing Survey No. 18/1 measuring 2 Acres 33 Guntas, Sy No.
18/2, measuring 39 Guntas, Sy No. 18/3, measuring 34 Guntas, , Sy No. 19,
measuring 9 Guntas, Sy No. 21/1, measuring 2 Acres 1 Guntas, Sy No. 21/2
measuring 1 Acre 32 Guntas 22/1 measuring 24.5 Guntas, Sy No. 22/1,
measuring 24.5 Guntas, Sy No. 22/2 measuring 23 Guntas, Sy No. 22/3
measuring 31 Guntas & Sy No. 22/4 measuring 30 Guntas, totally
measuring approximately 12 Acres 01 Guntas., Situated at Nimbekaipura
Village, Bidarahalli Hobli, Bangalore East Taluk, Bangalore Urban District,
which are more fully described in the Annexure- III below and hereinafter
referred to as the Said Lands.

IV) The First Party has acquired the property through various Sale Deeds. The First
Party submits that the land is contiguous, and he is in actual possession of the same
without any hindrance whatsoever and he has power and authority to offer joint
development or sell or otherwise dispose of the said lands in favour of any person of
their choice.

i. Whereas the First Party represents that, he has entered into a Joint
Development Agreement dated 30.03.2011, registered as Doc No. BDH-1-06928-2010-
11, in Book- I, Stored in CD No. BDHD64, in the office of the Sub Registrar,

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Bidarahalli, Bangalore, with M/s. Shobha Developers Ltd for development of the said
Residential Converted Lands and on the same day have also executed powers of
attorney, dated 30.03.2011, registered as Doc No. BDH-4-00749-2010-11, stored in CD
No. BDHD64, in favour of M/s. Shobha Developers Ltd for development with the Said
Annexure-I.

ii) Whereas as mutually agreed by the parties after executing this MOU, the first
party will cancel the above said Joint Development Agreement & Power of Attorney,
dated 30.03.2011, the first party will execute the cancelation Agreement by the first
party within 90 days (Ninety Days) of signing of this MOU for the said lands in
Annexure- I.

iii) that the First Party represents that the said lands are not subject matter of any
Tenancy claims or any proceedings under section 79 A and B of KLR Act and there is
no prohibition (PTCL) to offer for joint development or sell the same to the Second
Party.

iv. that the First Party represents that, the Said Lands are neither granted
lands/inam lands nor a granted lands to Scheduled Caste and Scheduled Tribes and
there is no impediment/restraint/statutory bar for development or sale of the Said Lands
to anyone.

v. that the First Party represents, that he has not withhold any information, which
would have a bearing on the transaction or adversely affect the title of the said lands.

vi. that the First Party represents that the Said Lands are situated and connected to
the Main Road.

III) The Second Party i.e. Bren Corporation Private Limited, A company
incorporated under the Companies Act, 1956, is primarily into the business of
construction of residential apartments, Villas, Commercial Establishments i.e. Office
Spaces, Retail etc and would like to explore the above said lands for its development
purpose.

IV) The First Party has agreed to convey the Said Lands (as per Annexure- I to III)
for an independent access road. The registration of Joint Development Agreements
with respect of access road lands shall be done before or along with the registration of
Said Lands as per the Annexures as mentioned below.

V) The First Party shall procure all the necessary set of documents required to
acquire the said Lands in Hirandahalli, Huskur & Nimbekaipura Village. Any short fall
in such documents shall be procured/fulfilled by the First Party alone.

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VI) The First Party shall give utmost preference to obtain any such documents and
fulfill the obligations of such documents to the satisfaction of Legal Attorney/Lawyer
of the Second Party.

VII) In case whole or portions of the Said Lands become/s subject matter of any
acquisition/notification, the members of First Party agree to get the proceedings
dropped/ cancelled at their cost and the Second Party are also entitled to seek for
cancellation/ dropping of the acquisition proceedings. In the event of unsuccessful
attempt, the First Party agree to refund advance amount and other amounts paid to First
Party within three months from the date of final notification. In the event of delay or
default, the compensation and other amounts that may be paid by the acquiring
authorities shall be shared between the First Party as one part and Second Party as other
part in proportion to the advance amount and other amounts paid, if any and in case the
same is less than the amounts paid to First Party, the Second Party are entitled to the
extent of amounts paid to First Party and in either of the cases, entitled to all benefits
including interest, solatiums etc., and parties hereto are entitled to receive the same
accordingly. The First Party hereby irrevocably empower and authorise the Second
Party to receive the said amounts and in addition thereto the Second Party are also
entitled to represent on their own before the acquiring Government authorities and
receive the sums payable as above and all payments can be received in the names of the
respective parties to the extent referred to above. The First Party undertake and bind not
to claim compensation amount and other sums other than in the manner stated above,
under any circumstances.

X) The First Party has agreed to provide clear and marketable title of the said
Lands and shall be free from all encumbrances, attachments, charges, liens, litigations
and also not subject of any notice, scheme for acquisition, requisition or reservation. If
any encumbrance, charges, liens or litigation are found, the members of the First Party
shall resolve the same and remove all legal hurdles and make good the title over the
said lands. If in the event the First Party fails to perfect good and marketable title over
the Said Lands, they shall indemnify the Second Party, if any caused to them.

CONSIDERATION FOR THE SAID LANDS OFFERED FOR JOINT

DEVELOPMENT:

The Second Party has proposed to develop the Said Lands In Annexure -I into
residential use and the Parties further have negotiated and agreed that the Second Party
shall develop and deliver 38 % of developed area/built up area to the respective land
owners as their share through the First Party in respect of certain portions of Said
Lands, the Second Party is entitled to remaining 62 % of developed area/built up area
as its share.

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The Second Party also has proposed to develop the Said Lands In Annexure -II into
residential use and the Parties further have negotiated and agreed that the Second Party
shall develop and deliver 00 % of developed area/built up area to the respective land
owners as their share through the First Party in respect of certain portions of Said
Lands, the Second Party is entitled to remaining 00 % of developed area/built up area
as its share.

The Second Party has proposed to develop the Said Lands In Annexure -III into
residential use and the Parties further have negotiated and agreed that the Second Party
shall develop and deliver 00 % of developed area/built up area to the respective land
owners as their share through the First Party in respect of certain portions of Said
Lands, the Second Party is entitled to remaining 00 % of developed area/built up area
as its share.

Whereas, the Second Party has agreed to pay an amount of Rs. 1,50,00,000/- (Rupees
One Crore Fifty Lakhs Only) Per Acre as Non Refundable Deposit to the First Party,
and the Second Party has agreed to pay the Refundable Deposit of Rs. 1,50,00,000/-
(Rupees One Crore Fifty Lakhs Only) Per Acre for the Said Annexures lands here
Below.

(Rupees ……………. Lakhs Only) as advance on this day of the Memorandum of

Understanding in the following manner:

Rs. …………./- (Rupees ………………. Only) paid by way of Cheque bearing No.
……………, dated ………………, drawn on ………………. Bank, …………….
Branch, Bangalore in favour of ……………….

Rs. …………./- (Rupees ………………. Only) paid by way of Cheque bearing No.
……………, dated ………………, drawn on ………………. Bank, …………….
Branch, Bangalore in favour of ………………. shall be paid at the time of registration
of Joint Development Agreements. The said amount of Rs.__________/-, shall be
deducted from the overall sum of monies to be paid to the First Party.

XI) The First Party shall offer contiguous and consolidated lands from the main
approach road for registration of Joint Development Agreements. The First Party shall
intimate the readiness for registration of Joint Development Agreement after fulfillment
and compliance of all legal requirements to the Second Party at least 15 Days in
advance.

XII) The First Party shall furnish the true copies of all the relevant documents
pertaining to the Said Lands and the original of the same shall be made available to the
Second Party for scrutiny as and when required.

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XIII) During the tenure of this Memorandum of Understanding the First Party shall
not deal with the Said Lands in any manner prejudicial to the interest of the Second
Party and shall nor create any third party interest in respect of Said Lands and the
Second Party has all the rights available under this MOU as well as any other rights
available under law to enforce the terms of this MOU against the First Party in the
event the members of the First Party commits any breach of the covenants of this
MOU.

XIV) In case the First Party could not get the title clearance/registration of Joint
Development Agreements of the Said Lands to the satisfaction of the Advocate of the
Second Party or there is any kind of title defects, the First Party shall refund the
advance/token amount along with the interest calculated 14%(Fourteen) per annum
shall be charged from the date of settlement of the claim by the second party till the
amount is repaid by the first party, with received under this MOU to the Second Party
within three months from the date of demand from the Second Party.

XV) It is agreed by the parties that once the title clearance/ opinion is received by the
external Advocate for any of the portions of the said land as mentioned in the below
annexures, the second party have, Simultaneously within a period will execute the Joint
Development Agreement and Power of Attorney with the first party inter alia,
authorizing the second party to obtain all approvals, licenses, consents, sanctions
permissions etc. required for construction and development of the project from the
concerned Governmental Authorities from the date of execution of JDA & POA, in a
phase vise manner.

XVI) It is agreed by the parties hereto that the terms of this MOU shall remain
confidential. Neither party shall in any manner hereof make to public or disclose it to
third parties, except to their consultants.

TIMELINE FOR COMPLETION AND EXECUTION OF JOINT

DEVELOPMENT AGREEMENTS.

The First Party shall procure and complete the registration of Joint Development
Agreement of entire Said Lands in favour of the Second Party or its nominees in one
Phase. The First Party have agreed to complete the registration of Joint Development
Agreement in respect of the Said Lands mentioned in Annexures within 90 days from
the date of execution of this Memorandum of Understanding.

JOINT SURVEY OF THE SAID LANDS & BOUNDARY MARKING:

The parties to this MOU shall conduct a joint survey of the Said Lands to ascertain the
extent of each land parcel in the Said Lands. Depending upon the survey and after
mutually establishing the exact extent of the property, the total sale consideration shall

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be arrived at based on the sale price mentioned above and the payment of balance sale
consideration shall be made as mentioned above. If the area found in the survey is
more than the area covered under the title deeds, the First Party is not entitled to any
additional consideration for such an additional area and the sale price shall be
calculated on the extent shown in the title deeds. However, if the area found in the
survey is less than the area shown in the title deeds, the members of First Party are only
entitled to the proportionate sale price on the reduced area and not for the area covered
under the title deeds.

VACANT POSSESSION:

The First Party shall deliver vacant possession of the Said Lands along with proper
demarcation boundaries.

PUBLIC NOTICE:

The Second Party shall be entitled any time before entering into Joint Development to
publish one or several notices in respect of whole or portion/s of Said Lands from time
to time in any newspaper calling for objections if any, for the proposed Joint
Development of the Said Lands by them. Any objections or claims arising out of such
publication shall be settled by the First Party at their cost 02 months before joint
development.

ARBITRATION:

In the event of any dispute or difference arising in relation to this MOU, its
interpretation, performance or any other matter, the same shall be decided by mutual
discussion between the Parties. Either of the Parties shall be entitled to raise such
question in writing in a letter addressed to the other party and the Parties'
representatives shall meet and use good faith efforts to resolve such dispute or
differences within a week of either of the Parties raising a dispute. In the event of the
Parties being unable to resolve the dispute by conciliation as above or within such
further time as the Parties may mutually agree, the dispute may be referred to
Arbitration of a sole arbitrator, appointed by the Second Party. The Arbitration shall be
in accordance with the provisions of the Arbitration and Conciliation Act, 1996 or any
re-enactment or modification thereof and shall be decided by such Arbitral Tribunal.

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The award shall be final and binding on the parties. The place/seat of such arbitration
shall be at Bangalore.

This MOU is prepared in two sets and both parties shall have one set each and both are
treated as originals.

ANNEXURE-I
(SAID LANDS (Entire)

Sl Sy No Extent Name of the Land Owners

No
Acre Gunta

1. 79/1 1 Sri. M.R. Shivakumar & Smt. K.

Malini.

2. 81/1 23 Sri. M.R. Shivakumar & Smt. K.

Malini.

3. 89/1 1 Sri. M.R. Shivakumar & Smt. K.

Malini.

4. 89/2 2 25 Sri. M.R. Shivakumar & Smt. K.

Malini.

5. 89/2 13 Sri. M.R. Shivakumar & Smt. K.

Malini.

6. 89/3 1 38 Sri. M.R. Shivakumar & Smt. K.

Malini.

7. 90 3 35 Sri. M.R. Shivakumar & Smt. K.

Malini.

8. 92/2A 1 33 Sri. M.R. Shivakumar & Smt. K.

Malini.

9. 93/1A 1 39 Sri. M.R. Shivakumar & Smt. K.

Malini.

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10. 93/2 1 36 Sri. M.R. Shivakumar & Smt. K.
Malini.

11. 93/2 15 Sri. M.R. Shivakumar & Smt. K.

Malini.

12. 94/1 2 9 Sri. M.R. Shivakumar & Smt. K.

Malini.

13. 94/2 2 8 Sri. M.R. Shivakumar & Smt. K.

Malini.

Total 22 20

ANNEXURE-II
(SAID LANDS (Entire)

Sl Sy No Extent Name of the Land Owners

No
Acre Gunta

1. 52/1A 1 Smt. K. Malini.

2. 52/1A 1 Smt. K. Malini.

3. 75 1 10 Sri. M.R. Shivakumar

4. 75 1 05 Sri. M.R. Shivakumar

5. 75 1 05 Smt. K. Malini.

6. 74 2 Smt. K. Malini.

Total 7 20

ANNEXURE-III
(SAID LANDS (Entire)

Sl Sy No Extent Name of the Land Owner

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No

Acre Gunta

1. 18/1 2 33 Smt. K. Malini.

2. 18/2 39 Smt. K. Malini.

3. 18/3 34 Smt. K. Malini.

4. 19 09 Smt. K. Malini.

5. 21/1 2 01 Smt. K. Malini.

6. 21/2 1 32 Smt. K. Malini.

7. 22/1 24.5 Smt. K. Malini.

8. 22/1 24.5 Smt. K. Malini.

9. 22/2 23 Smt. K. Malini.

10. 22/3 31 Smt. K. Malini.

11. 22/4 30 Smt. K. Malini.

Total 12 01

IN WITNESS WHEREOF THE PARTIES HEREIN HAVE SIGNED AND

EXECUTED THIS MEMORANDUM OF UNDERSTANDING ON THE DAY,
MONTH AND THE YEAR WRITTEN ABOVE IN THE PRESENCE OF
WITNESSES ATTESTING HEREUNDER.

WITNESSES:
1)

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 (Sri. M.R. Shivakumar)

(Smt. K. Malini )
FIRST PARTY.
2)

for M/s. BREN CORPORATION PVT. LTD.,

(J. BOOPESH REDDY)

Director.
SECOND PARTY

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