Rs.

100
*
ONE
100 HUNDREDIRUPEES

O
T
0 i O 0 1O01Oo
QO1 O 0 1 OOi O0'* INgINDEAg
NDIA NON UDICA
TTFAA RAJASTHAN BE 480342

Memorandum of Understanding
ThisMemorandurm of Understanding("MoU") is executed at Bikaner, on Tuesday, 5 of
April, 2022.
Between
Growith Solar Private Limited (hereinafter rcferred to as
Company), company incorporated in accordance with the
a

(India), and having its registered office at 4rth, Floor 61-Companies

,
Act, 2013
Ridhi Sidhi Tower,
Panchshati Circle, Sardul Ganj, Bikaner,
wherever the context so requires or admits Rajasthan 334001 which expression shall
of be deemed to mecan and
successors in business and pemitted assign, subsidiaries include its
either in existence or to bee
incorporated at a later date as the party of the First Part), And;
AND
S. Earth On Private Limited, a
company
of Indian Companies Act and having its registered office incorporated
at Ist B
under the laws
Road,
Corp), shop no 4, Kamal Tower, Sardar Pura, Jodhpur-342003 Jodhpur (M
fo as
(here and after referred
Consultant/Land Aggregator), which expression shall wherever the context so
requires be decmed to mean and include IS successors in
business and permitted
assign, subsidiaries either in existence or fo be
incorporated al a later dale) as the
party of thhe Second Part, herein represented by the
authorized in accordance with its by-laws.
person signed who has been duly

For
GROWITH
SOLAR (P) LTD.
1
ATE
U SIGN.

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Ottoyl-2

VAT
NO
For GROWITH SOLAR (P) LTD.

TE U
AUTH. SIGN.

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D emorandum of Understanding shall hereinafter be referred to as "MoU". The First
rarty and the Second Party shall hereinafter be collectively referred to as "Parties and
individually as aParty
WHEREAS:

The Consultant/Land
Aggregator represents that he has organizational
SKills and resources, and has already discussed and has clear understanding with the
land owners who are in actual possession of land parcel admeasuring S000
(approx.) situated in the revenue estate of Village Kotha Devra, Taluka/Tehsilacres
Fatehgarh, District Jaisalmer, Rajasthan, India, lo help First Party in getting
Lease/purchase, above desired land having legal, clear and marketable title. The on
Gcographic land coordinates of the land parcel admcasuring 5000 acres are described
in the schedule attached herewith as
Annexure A.-

The Consultant/Land Aggregator agrees and understands that he shall caTy out the
land demarcation along with Revenue officials of the said land parcel of 5000 acres in
the presence of
the Land owners in due process as per prevailing practices/law in
force.

The Consultant/Land Aggregator agrees and understands that he shall

deliver the vacant and peaceful physical
possession of land, as mentioned in the
schedule, free from all encumbrances, after negotiation with land owners,
demarcation of land, obtaining requisite NOCs from all the concermed
execution of Agreement to Leasel Agreement to Sell, Lease
departments,
Deed/Sale Deed and
subscquent mutation of Land which is the essence of this MoU. It is agreed between
the Parties that in case any encumbrance is found by Company, the Second Part shall
be solely responsible for resolving the same.

The Consultant/Land Aggregator agrees and understands that he

shall
arrange to provide the access road to the said Land parcel and arrange any additional
land if required for the same.

Subject to the completion of a preliminary satisfactory legal due

diligence and based upon the répresentations made by the Consultant/Land
Aggregator, the Company shall agree to take on long tem Leasel purchase, the said
land free from all liens, charges and encumbrances of any nature. The Company shall
procure the 5000 acres through the Consultant/Land Aggregator, on the following
mutually agreed terms and conditions.

(P),LTD.
o N A

AIVA
SOLAR

GROWITH
For
AUTH. SIGN.

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 AggS

C HE PARTIES MUTUALLY AGREE TO THE FOLLOWING TERMS AND

CONDITiONS FOR THE PURCHASE OF LAND

The Consultant/Land Aggrcgator acknowledges and confirms that he

shall be responsible for providing 5000 acres of land parcel, the details of which arc
given hereunder:

Village - Kotha- Devra

Taluka/Tehsil-Fatehgarh
District Jaisalmer

The Consultant/Land Aggregator shall provide for the said land, the
duly certified and stamped copies of revenue documents, revenue map and any other
revenue document as
required by the Company. in clear and legible format. The
Consultant/Land Aggregator shall furmish all the documents within the agreed time
lines.

The Consultant/Land Aggregator shall not

bring about any
the list of land unilaterally provided by them and in case any claimant to thechange
in
said land
parcels comes in the future, then the Consultant/Land Aggregator
solely shall be
responsible for setling the dues with him/her and Company shall not be liable to
compensate the same.

The Consultant/Land Aggregator agrees to obtain permissions, if

required with respect to the registration of the said land parcels, clear all
encumbrances and claims on or with respect to the said land parcels and shall pass an
absolute, clear and marketable right free from all
defects in favour of the Company/
any entity suggested by it. The process of procurement of land by way of Agreement
to Lease/ Agreement to Sell (Nolarised or Registered) and then subsequent
registration of Lease/Sale Deeds shall be proceeded in a compact, adjacent, plot wise
and block wise manner, to the extent feasible, considering overall schedule. The
procurement of minimum 30% of Total land of 5000 Acres (1500 acres) of land by
way of Agreement to Sell and balance approximately 70% land by way of Agreement
to Lease (3500 Acres) will be facilitated/completed by The Consultant/Land

For GROWITH SOLAB (P) LTD.

ONPRIVA
U
.
AUTH. SIGN.
3
TED

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 Aggregator not later than 12 months (Physical possession) from the date of signing o1
the Agreement.

The Consultant/Land Aggregator hereby agrecs and confirms that the

said land is not forest land, mining land and is free from all kinds of defects of any
a
nature whatsocver. The Consultant/Land Aggregator afer
inspecting the land shall
,

specify, depict and demarcate rivers, nallahs, public utility land, oremation
ponds, canals, public wells, chak roads, ground($),
village roads, places of worship, gas or oil
Pipelines, high tension wires/cables or other encumbrances or hindrances, of any kind
whatsocver, whether on, over or under the said land and also submit a proposal how
these hindrances could be
shifted, exchanged or done away with from land which
is to be
provided to the Company by the Consultant/Land Aggregator. the
The same will
be then decided
jointly.
If any govemment/Gram Samaj land and/or any other restricted land
which can be shifted as per law, falls in the
said land, the same shall be got shifted or
exchanged by the Consultant/Land Aggregator at its sole cost and expense. It 1s
the first party will not be able
to deal with
that
other Consultant / Land the purchase / rent of this land with any
Aggregator
the first party). If someone (only this land second party has given details to
else does it from the
has been fixed from the second first, then whatever service charge
party and the first party will be bound to pay without
any condition.

That in case there

several co-owners in a 'Khata'
are.
account), the
Consultant/Land Aggregator shall cnsure that all (land revenue
the documents at one time. In theco-owners execute
no case shall
owners. It will be
any documents be executed by part co
the co- owners are
responsibility of the Consultant/Land
Aggregator to ensure that all
present at the time of the registration of Lease Deeds and
to be made to all the co-owners
through a pre decided legally fair share. payment
In case the land is owned
by some minor, lunatic or insane persons, the
Consultant/Land Aggregator shall at its own cost and
expense get. appropriate
guardianship certificate from the competent court/authority and
shall then be executed with such
guardian.
registered Lease Deed
Consultant/Land Aggregator shall be
The
title holders/ownersto the Registrar's office responsible for bringing the
along with the requisite number of
of their photographs, certify their
identity, witness the execution/registration copies
of the
documents and do all other such acts and deeds as
may be necessary for the transfer off
clear and marketable title of the said land by
way of registered Lease/ Sale Deced
favour of the Company. The in
of their
Consultant/Land Aggregator also gives their consent
that
any representative would be the confirming party/witness in the token
receipt/declaration furnished by the owner of the land.
.

Consultant/Land Aggregator shall coordinate and

The
liaison with the concemed offices in respect of the conduct the
of the Company and shall get the mutation done. It
mutation of the said land in favour
would be obligation of the

LTD.
$OLAR (P)
For
GROWITH
RIVA
AUTH. AUTH. SIGN.

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 .

o1 the
demarcation and possession
onsultant/Land Aggregator to complete mutation,
land in favour of the Compan:

The Consultant/Land Aggregator also confirms

that during the terms of
Company and/or any
this MoU, they shall not deal with any other person exccpt the
the said land.
other person authorised by Company in this behalf, with respect to
shall be
The Consultan/Land Aggregator also confims that they
tne
responsible for carrying out the Survey of the said Land Parcels and shall furnish
structures to
Copy of Land ownership documents (Patta), details of standing trees and
the Company or any other person authorised by it in this behalf.

The Consultant/Land Aggregator has agreed that for the land identified
under this MOU, the Company or any of its group, subsidiaries or affiliate company
Can take on Lease/ outright purchase the said land parcels and all terms and conditions
as stated in this MOU shall be
equally applicable and binding for them also.

COMMERCIAL TERMS
It is agreed between the Parties that the Consultant/Land
Aggregator
shall make land available to the Company, the said land, approximately 30% on
purchase basis and remaining approximately 70% land on lease model for Long Term
Lease of 29-year,11-Months on
mutually agreed terms & conditions.

As per mnutually agreed terms and conditions, the

will be
Consultant/Land Aggregator
paid "Service charges" of INR... perplus applicable taxes as
acre
per the law in force in a phase wise manner which is as under:

This MoU is terminable without notice by either

Party in the event of
any breach or default of the provisions of this MoU hereof by the other
Party.
Save that disclosure may be made in limited
circumstances, such as, in
compliance with law or requirement of any regulatory body or for the purpose of
enforcing this MoU, the Parties shall maintain confidentiality in relation to the
information concerning this MoU.

It is agreed by the Consultant/Land

Aggregator that it's
partnership/company shall not be dissolved/windup/Amal gated/merged/ reorganized
at any time after the execution of this MoU
without settlement and the prior approval
in writing from the Company.

GROWITH
SOLAR (P) LTD.
For PRIV
AUTH. SIGN.

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 2 months from
This MoU shall be binding as discussed for a period of
the date of signing of MoU.

ASSIGNMENT/NOMINATION

the Company shall

It is understood and agreed between the parties that
be at liberty to nominate any other group of companíes
associated and in such event,
same in favour
or
the rights and benefits of Company under this MoU shall remain
Such nominated company/entity and all the rights and obligation
under this MoU will
become the rights and benefits of such entity as nominated by it
for the purpoSe o
1s the
further performance of this MoU,to the extent that such nominated entity
all its
counterparty this MoU and the Consultant/Land Aggregator shall perfomm
to
was the original
obligations hereunder as if the nominated entity by Company
signatory for the purpose and perfomance of this MoU.
Company at its sole discretion may
It is further understood that
Decd for the
nominate its Associate/Group Company to execute and register the Lease
said land in their respective name/s depending upon the ceiling
limit or other
shall have
applicable restrictions, if any, for which the Consultant/Land Aggregator
no objection.
CONFIDENTIALITY

The Consultant/Land Agregator will maintain complete

confidentiality on all the confidential information it receives from the Company.
Without limiting the foregoing, the Parties shall take at all the measures to protect

confidentiality of this MoU. In case any infomation is mandatory to be given by the

Consultant/Land Aggregator in writing, the same shall be given only after taking a
written permission from the Company.

Relationship of Parties

This MoU is neither intended to create, nor shall it be construed as

of business association between
creating, (i) a joint venture, partnership or other form
sell products using or incorporating the
the Partics, (i) an obligation to buy or
Proprietary Information, (ii) implied or express license grant from either Party to
an

the other.
This is only to ensure that the Parties work together in association for this project
to their agreement to commercials. Further,
în case of any disagreement
only, subjcet lie with the Consultant/Land
on commercials, the first right of rejection would
Aggregator.

Warranty
PRI

LTD.
GROWITH SOLAR (P)
For
AUTH. SIGN.

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 Each Party warrants its right to disclose Proprietary Information to the other and
to authorize the use by the other or by third parties in accordance with the terms of
this MoU of the Proprietary Information.

Assignmcnt

This MoU shall be

hereto and their
binding upon and inure to the benefit of the Parties
respective successors and assigns. This MoU shall not be assigned,
nor shall
any Proprietary Information be transferred to
D any successor or assignee.
without the prior written
consent of the Disclosing Party, which consent shall not be
A unreasonably withheld.
Counterparts and Entire Agreement

Delivery of an executed counterpart of this MoU by electronic mail

shall constitute effective
entire MoU between the
delivery of this
Agreement. This Agreement contains the
Parties
concening the Proprietary Information and
supersedcs all prior MoU /agreements and
thereto, and modifications
no
understandings of the Parties with respect
hereof shall be
of this MoU or waiver of the terms and conditions
binding upon the Parties, unless approved in writing by each of the
Parties
Headings

The headings of the various Sections of this MoU are for convenience
of reserence only and shall not modify, define, expand or limit any of the
hereof. provisions

Severability
The provisions of this MoU shall be severable in the event
the hereof
that any of
provisions are held by a court of
competent jurisdiction to be invalid, void
or otherwise unenforceable, and the
remaining provisions shall remain enforceable to
the fullest extent permitted by law.

Costs
Unless otherwise provided, each Party shall bear its own costs in
connection with the preparation and performance of this MoU.

Term of this MoU

SOLAR (P) LTD.

GROWITH
For
AUTH. SIGN.
MIT

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 The tem of this MoU shall be for a
of this MoU till the scopc of work period starting from the date of exccution
mentioned in this MoU comes to an end. The
disclosure and use restriction obligations under this MoU non-
shall survive with respect to the
Proprietary Information for so long as Receiving Party or its
Proprietary Information in any fom or for any purpose. Representatives retain any
Jurisdiction Clause
THAT this MoU has been
MoU shall be construed in
signed and executed at Bikaner and this
accordance with and governed by the laws of India
determincd without refcrence to
principles of,conflicts of laws and it is specilically
agreed between the Parties that the Courts in Bikaner only will have solee and
exclusive jurisdiction in all disputes arising out between the parties with respect to
this MoU.

IN WITNESS WHEREOF the

parties have set their respective hands on the day,
month and year first written above.

LTD.
GROWITH SQLAR (P) PRIA
For

AUTH. SIGN.
a3

(FIRST PARTY) (SECOND PARTY)

Witnesses:

. oh SApoA AHrED% MGhiDDIN

FRas4vani, Titak Nagos.
pMosd , (ane, ( oasber)

A aui lahua So Bthanman la

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