MEMORANDUM OF UNDERSTANDING

This Agreement is made effective as of January 2023,

by and

1) Mr. ----------------, an adult, an Indian Inhabitant, aged

about______ Years, having PAN CARD No. :- _____ and
Residing at Mumbai, Maharashtra; And 2) Mr. -----------
--------an adult, an Indian Inhabitant, aged about______
Years, having PAN CARD No. :- _____ and Residing at
Mumbai, Maharashtra; hereinafter referred to as the
Parties of the “ FIRST PART” and “Interested Party ”
(which expression shall be deemed, unless repugnant to
the context, including its Heirs, Successors and
Assignees, Attorney Holder and/or claiming through
them) of the First Part;

And ;

M/s. Pvt Ltd through its director 1) Mr.

Abhay Gulabbhai Kundalia an adult Indian inhabitant
having PAN CARD No.--------------And; 2) Mr. Ravindra
Mangave an adult, an Indian Inhabitant, having PAN
CARD No. :- _____ having registered office at -------------
------------------------, Maharashtra; hereinafter referred
to as the Parties of the “SECOND PART” and “ Seller”
(which expression shall be deemed, unless repugnant to
the context, including its Director, Heirs, Successors
and Assignees, Attorney Holder and/or claiming
through them) of the Second Part;

Whereas Pursuant to commercial discussions between

the Interested Party and the Seller, the Interested Party
is interested to acquire, either directly through itself or
in partnership with any other identified person(s), and
the Seller has agreed to sell to the Interested Party or
any other person(s) identified by the Interested Party,
100% of the share capital of the Company (Sale Shares),

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free and clear of all encumbrances, and subject to the
terms and conditions of this MoU and the Definitive
Agreements (as defined below) (the Proposed
Transaction).

And Whereas the Seller and the Company have all

necessary authority and capacity to enter into and
perform their respective obligations under this MoU;

And whereas the Seller is the sole legal and beneficial

owner of the Shares and has good and marketable title
and full right to sell the same;

And whereas the Company has all consents, approvals,

licenses and authorizations to lawfully carry on its
business, including a valid license for operating the
company from the Company affairs; and

And Whereas No injunction, restraining order or other

order or any other legal or regulatory restraint or
prohibition is in effect or has been issued or made by
any regulatory authority and/or court of competent
jurisdiction which prevents or restricts the Seller and/
or the Company from entering into this MoU.

NOW THEREFORE THIS AGREEMENT WITNESSETH

AS UNDER AND IT IS HEREBY AGREED BY AND
BETWEEN THE PARTIES HERETO.

I. That the first part or Interested party; while in the

Proposed Transaction aforesaid part restraining
from avail any finance, loan and allied activities
whereby involving the name, entity or any means
of M/s.____________ if so, avail aftermath first part
or Interested party shall liable to the payout of the

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 interest and principal loan amount altogether to
the financial institution wherever finance and loan
arose.

II. The Parties agree that the aggregate, all-inclusive

Consideration for the sale of the unit shall be
calculated in the following manner:
"Consideration" is a term that includes
Rs.1,00,000/- (Rupees One Lakh only) prior to the
execution of this agreement and; Rest of the
consideration in terms of “interest or commission”
that 8% on i.e therein is calculated on availing
finance, loan and allied activities involving the
name, entity, or any means of the M/s.--------------
-------------.

III. That the Second Part or Seller has agreed to

provide to the Interested Party certain confidential
and sensitive information in relation to the
Company and its business, including but not
limited to information relating to the business,
finances, assets, liabilities, dealings, customers,
suppliers, processes, intellectual property,
technical know-how of the Company, and such
other information as may be reasonably required
by the Interested Party.

IV. That the first part aggresses to the completion of

financial and legal due diligence for the proposed
transaction.

V. That the Seller and the Company having obtained

all necessary approvals and consents for the
Proposed Transaction, including the written
approval of the Board of director for the change in
control of the Company;

VI. That the no material adverse event having occurred

with respect to the Company and its business;

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 each Party having obtained all necessary director
and board approvals and/or corporate
authorizations (where applicable);

VII. That the negotiation/ finalization and execution of

Definitive Agreements (as defined below); and any
other conditions as may be mutually agreed
between the Parties in the Definitive Agreements
(as defined below).

VIII. DEFINITIVE AGREEMENTS:

i. The Parties shall work together in good faith

to negotiate and execute definitive
agreements for the Proposed Transaction,
including share purchase agreement,
shareholders agreement and any other
transaction documents that the Parties may
mutually agree (Definitive Agreements),
within a period of 6 months following the
execution of this MoU, subject to clause.

ii. The Seller and the Company shall provide

customary representations, warranties and
indemnities in the Definitive Agreements to
the relevant purchaser of the company in
relation to inter alia the Shares, the business
of the Company, compliance with applicable
laws, regulatory matters, etc.

IX. NON-DISCLOSURE
No announcement or other disclosure will be made
concerning the contents of this MoU, the Proposed
Transaction or any ancillary matter, except as
expressly provided herein or with the prior written
approval of the Interested Party. This MoU, the
existence and terms of the Proposed Transaction and
any related correspondence/ discussions between the

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 Parties (Confidential Information) are to be held in
strict confidence by each Party. Each Party shall be
entitled to disclose the Confidential Information:

(i) as required by applicable law, regulation or

requirement of any court;
(ii) to the extent such Confidential Information was
in such Party's possession prior to the date of
this MoU or was independently obtained by such
Party (as reasonably evidenced by records); and
(iii) to its advisors, employees, directors and
authorized representatives to the extent
required to effect the Proposed Transaction

X. In addition to the confidentiality obligations set out

above, the Interested Party undertakes to keep any
Company Information provided by the Seller to the
Interested Party strictly confidential, and such
Company Information shall be used by the
Interested Party or its advisors, employees,
directors and authorized representatives only for
the purposes of evaluating the Proposed
Transaction and/ or identifying a suitable buyer
for the Shares. The Interested Party acknowledges
that the Company Information is sensitive to the
Seller, and in order to provide additional comfort to
the Seller regarding the performance of the
Interested Party's confidentiality obligation with
respect to the Company Information, the Interested
Party agrees to pay an amount of INR
"Consideration" is a term that includes
Rs.1,00,000/-(Rupees One Lakh only) prior to the
execution of this agreement and; Rest of the
consideration in terms of “interest or commission”
that 8% on i.e therein is calculated on availing
finance, loan and allied activities involving the
name, entity, or any means of the M/s.--------------
-------------. within 7 (seven) days following the

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 execution of this MoU. It is agreed that the Comfort
Amount is Non refunded to the Interested Party;

(i) expiry of the Exclusivity Period (as defined

below) without the execution of the Definitive
Agreements, and the Seller not agreeing to
extend such Exclusivity Period in accordance
with Clause 6 below; and/ or

(ii) the findings/ results of the Due Diligence not

being satisfactory to the Second Party, in its sole
discretion, and the second Party notifying the
interested parties of the same and terminating
this MoU.

XI. EXCLUSIVITY
Following the date of this MoU, and until 6 months, or
such other earlier date on which the second part notifies
the Interested Party in writing that it no longer wishes
to pursue the Proposed Transaction (the Exclusivity
Period), the Interested Party shall not, and shall cause
its affiliates, agents or representatives, and its and their
respective officers, partners, agents and representatives
to not, solicit, initiate, encourage, assist, negotiate (or
continue discussions concerning), accept or execute any
inquiry, proposal, offer or agreement with any third
party relating to or involving the acquisition of any of the
Sale Shares, and shall promptly notify the second
parties of any inquiries by any third parties relating to
the foregoing The Interested Party may, at its option,
request the second part to extend the Exclusivity Period
for such further period as may be mutually agreed.

XII. EXPENSES AND FEES

Each Party shall pay its own fees and expenses incurred
in connection with the negotiation and execution of this
MoU.

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XIII. NON-BINDING TERMS
This MoU expresses only the Parties intent with respect
to the matters set forth herein, shall be non-binding,
shall not create any express or implied legal rights,
binding obligations or liabilities of any kind with respect
to such matters or otherwise provided that paragraphs
this MoU shall be legally binding on the Parties and shall
survive termination hereof. This MoU (save for the
binding provisions as mentioned above shall terminate
upon the earlier of:
(i) completion of the Exclusivity Period;
(ii) written termination notice by a Party to the
other Parties; or
(iii) execution of the Definitive Agreements.

XIV. ENTIRE AGREEMENT

This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in
any other agreement whether oral or written. This
Agreement supersedes any prior written or oral
agreements between the parties.

XV. AMENDMENT
This Agreement may be modified or amended if the
amendment is made in writing and is signed by both
parties.

XVI. SEVERABILITY
If any provision of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining
provisions shall continue to be valid and enforceable. If
a court finds that any provision of this Agreement is
invalid or unenforceable, but that by limiting such
provision it would become valid and enforceable, then
such provision shall be deemed to be written, construed,
and enforced as so limited.

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XVII. WAIVER OF CONTRACTUAL RIGHT
The failure of either party to enforce any provision of this
Agreement shall not be construed as a waiver or
limitation of that party's right to subsequently enforce
and compel strict compliance with every provision of this
Agreement.

XVIII. GOVERNING LAW AND JURISDICTION

This MoU, shall be governed by the laws of India,
without giving effect to any choice of laws provisions that
would cause the application of the laws of any other
jurisdiction, and any disputes or claims between the
Parties arising out of, or relating to, this MoU shall be
submitted to binding arbitration with seat of arbitration
in India in accordance with the Arbitration Rules of the
Indian Arbitration Centre.

We hereby acknowledge that we have read this MoU

have discussed any questions or concerns that we have
regarding this memorandum of understanding and have
received a copy of the same. we agree to retain an
attorney in accordance with the terms and conditions of
this MoU.

SIGNED, SEALED AND DELIVERED

By the within named “Party of the First Part
Photograph, Signature & Thumb impression of ……..

1)Mr. --------------

And
2) Mr.--------------

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In consideration of the foregoing, we hereby agree to the
abovesaid MoU.
SPECIMEN SIGNATURE OF
By the within named “Party of the Second Part
Photograph, Signature & Thumb impression of ……

1)Mr.---------------------------------

And;
2) Mr.-----------------------------------

In the presence of ……………

1.

2.