MEMORANDUM OF UNDERSTANDING (M O U)

This Memorandum Of Understanding Cum Investment Agreement is

held in Dombivali on this … day of September 2019

BETWEEN

M/s Profit Mart through its Franchisee Holder Mr. Pratik Kulkarni, Age:
.. years, residing at Flat No. 6, New Govind Nivas, DDX cross Road,
Thakurwadi, Dombivli(W) hereinafter referred as “THE ADVISOR”
(which expression shall unless it repugnant to the context or meaning
thereof shall mean and include their legal heirs, executors,
administrators and assignees) of the FIRST PART
.

AND
Mr. Arun Birla, Age: .. years, residing at …………………………
hereinafter referred as “THE INVESTOR” (which expression shall
unless it repugnant to the context or meaning thereof shall mean and
include their legal heirs, executors, administrators and assignees) of
the SECOND PART.
Whereas THE FIRST PART / ADVISOR has submitted a Project
Proposal to SECOND PART/ INVESTOR with a request to invest in
the capital of the Company and provide financial assistance for the
term of 3 Moths. The present paid up capital of the SECOND PART/
INVESTOR consists of Rs. 5,00,000/- (Rupees Five Lacs only).

Whereas FIRST PART/ ADVISOR have represented to the SECOND

PART/INVESTOR that the Company shall engage in the business of
establishing, …………………………..[enter details of trades in which
the company shall be engaged].

(E)The SECOND PART/INVESTOR has, at ADVISOR’s request and

the representations and warranties made by the ADVISOR and
subject to the terms and conditions contained in this Agreement,
agreed to subscribe to invest of Rs. 5,00,000/- (Rs. Five Lacs only),
which shall upon issue of such investment to the Investor, constitute
70 % of share in profit capital of the Company after this investment.
The Advisor has agreed that such investment by the Investor shall be
made in tranches in terms of the Business Plan and on pro-ratio basis
along with the contribution of the ADVISOR.

(F)That the Investor and the Advisor agree that the Investor and the
Advisor shall remain in the ratio of 70:30 unless there is change in
accordance with the terms of this Agreement.
(G) This Agreement sets out the understanding and relationship
between the Parties hereto and their rights and obligations in relation
to the investment in the Shares by the Investor and other matters
connected there with.

THE PARTIES HERETO AGREE AS FOLLOWS:

1.Interpretation:- any reference to an Article, Clause, Schedule or

Appendix of this Agreement may have been amended, varied,
supplemented or novated in writing at the relevant time in accordance
with the requirements of such agreement or document and, if
applicable, of this Agreement with respect to amendments. Any
reference to a party to this Agreement shall include his or her heirs,
executors, administrators and legal representatives, each of whom
shall be bound by the provisions of this Agreement in the same
manner as the party itself is bound.

2.AGREEMENT TO SUBSCRIBE TO THE SUBSCRIPTION

SHARES :-
Subject to the terms and conditions contained in this Agreement, at
Closing, the ADVISOR agrees to return RS. 5,00,000/- to the Investor
in consideration as refund of the investment amount. the receipt of
which the Investor acknowledges. The Advisor agrees to allot the
INVESTOR Subscription Shares in the profit to the INVESTOR, as
the case may be, and provide the INVESTOR with the rights
contained herein.
Post Closing, the holding of INVESTOR and the ADVISOR in the
Company shall be as follows:
Name of the holder Shares In profit (in %)

INVESTOR 70%
ADVISOR 30%

Both Investor Advisor herein agree and undertake that they shall,
without any protest and demur, promptly take all actions to ensure that
capitalization of the Company occurs in accordance with Clauses and
the Business Plan. Investor‟s obligations to capitalize the Company
are material obligations.

3.FURTHER ISSUE OF SHARES:-

The Investor and Advisor undertake to hold Shares in the profit in the
ratio 70:30 respectively. Behind that the Advisor agrees that he shall
pay 5% of investment amount to the INVESTOR on every month till
termination of this Agreement or which shall remain locked in for a
period of 3 moth.
In the event the Advisor proposes to undertake any new
Investment which shall be in accordance with the Business Plan then
existing Investor do not have the right and obligation to subscribe to
the new investor.
 Except in terms of the present Agreement, the Advisor and the
Investor undertake that until the loans/debt availed of by the Advisor
from the Investor, are outstanding and are repaid in full, the Advisor
shall not incur, raise or avail any additional debt/loans from the said
Investor. It is further agreed that termination of this Agreement shall
not impact or nullify the obligations of the Parties under the Facility
Agreement between the Advisor and the Investor.

4. DURATION:
The MOU shall commence/be deemed to have commenced from
…………i.e. immediately on investment and end on……. The
Agreement can be renewed by mutual consent on mutually agreed
terms & conditions by executing new agreement .

5.CONDITIONS PRECEDENT:-
The obligations of the Investor under this Agreement shall be
conditional upon the following Conditions Precedent having been
fulfilled by the Advisor to the satisfaction of the Investor or can waived
by the Investor in writing with prior notice to Advisor and subject of
the Receipt of an undertaking from the Advisor.
It is agreed by the both parties hereto that Advisor will have all
liability regarding execution on all trades on behalf of INVESTOR with
the amount invested by the investor trade and therefor Investor’s
assets and liabilities are only subject to the

IN WITNESS WHEREOF THE PARITES HERETO HAVE

HEREUNTO SET AND SUBSCRIBED THEIR RESPECTIVE HANDS
TO THIS ON THE DAY AND YEAR FIRST HEREINABOVE
MENTIONED.
SIGNED, SEALED AND DELIVERED
By the within named “ADVISOR/ FIRST PART”.
M/s Profit Mart through its Franchisee Holder
MR. PRATIK KULKARNI,
AND

By the within named “INVESTOR/SECOND PART”.

MR. ARUN BIRLA

-: RECEIPT :-
RECEIVED of and from the withinnamed MR. ARUN BIRLA the sum
of Rs. 5,00,000/- (RUPEES FIVE LACS ONLY) being the amount of
investment as under :
SR.NO NEFT NO. NAME OF THE BANK DATE AMOUNT
1. …………… ……………………… ……… RS.………/-

I SAY RECEIVED

_________________
(M/s Profit Mart through its
Franchisee Holder Mr. Pratik Kulkarni)