Memorandum of Understanding

This Memorandum of Understanding (the ‘MoU’) is entered into as of 4th day of May
2024 (‘Effective Date’)

By and Between

RESO TECHNOLOGIES PRIVATE LIMITED, a private limited Company

incorporated under the provisions of the Companies Act, 2013, having its registered
office at B-91, GF, Panchsheel Vihar Khirki, Near APG School, New Delhi-110017,
through its Additional Director Mr. Kamal Kant Jain s/o Mr. ………… (hereinafter
referred to as the “Company” which expression shall unless repugnant to the context
mean and include its successors in interest, permitted assigns, successors and
affiliates) of the FIRST PART

And

Mr……………..son of ___________________________, residing at

_____________ , (hereinafter referred to as the ‘Strategic Partner’ which expression
shall unless repugnant to the context mean and include its successors and permitted
assigns) of the SECOND PART

WHEREAS the term ‘Strategic Partner’ shall denote an individual with whom
another entity or Company collaborates closely to achieve common goals, typically
involving long-term planning, shared revenue and equity, and mutual benefits.
WHEREAS the Company is engaged in the business of Online Alternate Dispute
Resolution (ADR). It provides prompt and economical resolution of disputes through
Arbitration, Mediation and Conciliation (AMC). The Company has incurred an
approximate expenditure for Software and Business Development which is positioned
at Rs…………… till 31st March 2024. The Financials of the Company and year on
year growth is mentioned below:

Financial Years Gross Revenue

2021-2022
 2022-2023
2023-2024

WHEREAS the Strategic Partner shall render his subject based expertise to the
Company pertaining to Real Estate & Construction cases, Contract cases, Insurance
Cases, Consumer Cases, and Banking Sector Cases, etc, thereby contributing to the
business and revenue generation of the Company.
WHEREAS the abovementioned parties hereby consent to this MoU on the basis of
the provisions hereof:
1. EQUITY SHARING
The Strategic Partner shall only be eligible for equity sharing from the Company as
delineated hereinbelow.
i. That the primary condition for the Strategic Partner's eligibility is to
procure a minimum business volume of INR 1 Crore within a year from the
date of signing of this MoU, with a net profit margin of at least 20%. Upon
meeting this condition, the Strategic Partner shall be entitled to receive a
……% equity stake in the Company. The determination of the equity stake
granted to the Strategic Partner shall be predicated upon the amalgamation
of the Company's valuation and the business acquired by the Strategic
Partner within a year from the date of signing of this MoU. If the minimum
business volume of Rs. 1 Crore within a year from the date of signing of
this MoU is exceeded, the Strategic Partner shall be entitled to equity in
accordance with the provided table.

Revenue/Business Equity in the Net Profit Margin

Acquired (In Indian Company
Rupees in a Single
Year)
2 Crores
3 Crores
4 Crores

ii. That the equity percentage shall increase proportionally with the Revenue
and the volume of business acquired by the Strategic Partner for the
Company in a single year. In the event of an increase in the Revenue of the
 Company, the equity share of the Strategic Partner shall correspondingly
escalate in accordance with the provided table. The maximum allowable
equity dilution limit to the Strategic Partner by the Company shall not
exceed 40%.

iii. That no equity in the Company shall be allocated to the Strategic Partner if
they fail to meet the condition of procuring a minimum business volume of
Rs. 1 Crore within a year from the date of signing of this MoU, with a net
profit margin of at least 20%.

iv. The term 'Net Profit Margin' shall denote the amount of revenue generated
by the Company's business activities after deducting all operating expenses
including interest and tax.

v. That the dilution of any equity attributable to the Company and

subsequently allocated to the Strategic Partner by the current Shareholders
and Additional Shareholder shall be determined in accordance with the
proportionate share of each party's ownership interest in the Company.

vi. That the Strategic Partner's procurement of business from the Power sector
and Challan Cases shall not render them eligible for equity in the
Company, considering the Company's established success in these sectors.

vii. That the Strategic Partner hereby agrees to exclusively utilize their own
working capital for the procurement and management of business ventures
undertaken for the Company. It is expressly understood and agreed that the
Company's working capital shall not be utilized for said business ventures.
Furthermore, the Strategic Partner acknowledges that he shall have no
entitlement or claim to the Company's existing business and Intellectual
Property Right before his entitlement on the achieving target as per Para
(i).

viii. That the Strategic Partner acknowledges and agrees that his equity sharing
in the Company does not grant him any rights or ownership in the
Company's Software and Intellectual Property Rights.

2. TERM AND TERMINATION

This MoU shall be effective as of the effective date and remain in force for a
period of ……….. years or until the time Parties, by way of a written consent
agree to terminate.
3. FORCE MAJEURE

 If at any time during the course of the MoU it becomes impossible for either
Party to perform any or all of their obligations for reasons of Force Majeure
which shall be defined as "acts of nature, invasion or acts of God or events
beyond the reasonable control of either Party, any act of war, invasion,
armed conflict, etc.", the Parties shall consult on the appropriate action to be
taken, which may include suspension or cancellation of this MoU or relief
to the party from such obligations as long as Force Majeure persists.

 There shall be no termination except when Force Majeure events subsist for
a period of 180 days or more.

 Party affected by Force Majeure shall give to the other party notice and full
particulars in writing of such occurrence.

 The Parties shall bear their respective costs and no Party shall be required to
pay to the other Party any costs arising out of the Force Majeure event.

4. ABRTITATION, JURISDICTION AND ENFORCEMENT

 In the event of any question, dispute or difference arising out of this MoU
or in connection therewith including the interpretation and validity of the
terms thereof and the respective rights and obligations of the parties shall be
settled amicably by mutual discussion (except to any matters the decision of
which is specifically provided in this MoU) failing which the same shall be
referred to the Arbitrator whose decision shall be final and the binding on
both the parties. In this connection it is made specifically clear that a non-
biased arbitrator shall be appointed by the both the parties after mutually
agreeing to it. The arbitration proceedings shall be governed by the
Arbitration & Conciliation Act, 1996 and/or statutory amendments/
modifications thereof for the time being in force. The venue of arbitration
proceedings shall be at an appropriate location in Noida. The language of
arbitration proceedings shall be English and the award shall also be passed
in English language. The cost of Arbitration proceeding shall be fixed at the
discretion of the Arbitrator and shall be borne equally by the parties
however, the Arbitrator may direct in the award as to who will in due
course bear such costs. It would be open to both the parties to refer their
disputes as and when arise to the said Arbitrator and it will not be necessary
for any party to have the concurrence of the opposite party to make such
reference to Arbitration and the same shall not be questioned or challenged
by the opposite party.
  Subject to arbitration clause above, the courts at Gautam Buddha Nagar
shall have the sole and exclusive jurisdiction to adjudicate upon any dispute
between the Company and Strategic Partner.

5. GENERAL PROVISIONS

5.1 Binding Effect: This MoU shall be binding upon and shall inure for the benefit
of each Party and Party’s successors in title and assigns.

5.2 Entire Agreement: This MoU represents the entire Agreement between the
Parties hereto on the subject matter hereof and shall supersede all earlier
discussions between the Parties in this regard.

5.3 Amendment: Neither this MoU nor any provision hereof may be waived,
modified, amended, discharged or terminated except by an instrument in
writing signed by each of the Parties.

5.4 Severability: If any provision in this MoU becomes invalid or illegal or

adjudged unenforceable, the provision shall be deemed to have been severed
from this MoU and the remaining provisions of this MoU shall not, so far as
possible, be affected by the severance.

5.5 Waiver: No waiver of any of the provisions of this MoU is binding unless it is
in writing and signed by both Parties. The failure of either Party to insist on the
strict enforcement of any provision of this MoU does not constitute a waiver of
any provision and all terms shall remain in full force and effect.

5.6 Notices: Any notice to any Party shall be in writing and posted, delivered
personally or sent by courier, registered or certified mail or facsimile
transmission to the address as specified in the recitals and for proving service
by such Party it shall be sufficient to show that the envelope containing the
notice was properly addressed and posted/delivered/sent to the said
address/facsimile number.

5.7 Counterparts: This MoU may be executed in any number of counterparts,

each of which when executed and delivered shall be an original, but all of
which when taken together shall constitute a single instrument.

5.8 No Agency: This MoU does not create any joint venture, partnership or any
similar business relationship between the parties to this agreement.

5.9 Assignment: This MoU shall be binding upon and inure to the benefit of the
Parties and their respective heirs, successors and permitted assigns. Except for
assignment to a successor-in-interest that acquires a Party by means of merger
 or acquisition, this MoU may not be assigned by the Strategic Partner without
the prior written consent of the Company.

5.10 Confidentiality: The Strategic Partner shall treat all information as confidential
obtained as a result of negotiating and entering into this MoU or, in the case of
an Equity Sharing and which relates to the provisions of this MoU; the
negotiations relating to this MoU; the Company or its business or assets.

The Strategic Partner shall: -

 not disclose any such confidential information to any person other than:

 a Director, or a person appointed by the Director of the Company or a

member of its Company, or any of its directors or employees whose
duties include the management or monitoring of the business of the
Company and who needs to know such information in order to discharge
his duties; or

 a person to whom any Equity is bonafide proposed to be transferred;

 not to use any such confidential information other than for the purpose
of managing or monitoring his work in the Company.

IN WITNESS WHEREOF, the Parties hereto have set their hands and have signed
this MoU on the day, month and year first written hereinabove, and in the presence of
the following witnesses.

For For

Authorized Representative Authorized Representative

Name: Name:
Designation: Designation:

Place: Place:
Date: Date:
In presence of: In presence of:

Name: Name:
Designation: Designation:
Place: Place:
Date: Date: