MEMORANDUM OF AGREEMENT

This Memorandum of Agreement is made and entered into on this day of May
Two Thousand and Twenty-Two (…-07-2022) at Bengaluru
Between:
M/s Gemini Enterprises,
Registered Partnership Firm,
The principal place of business at
#72/A, Third Floor, 15th Cross, 3rd Phase,
J.P. Nagar, Bengaluru -78
Rep by its Partners

1. Sri. C. Kiran
Aged about 43 years,
S/o B.G. Chandre Gowda,

2. Smt. L. Mamatha,
Aged about 38 years,
W/o Sri. C. Kiran,
presently residing at T-6, Legacy Casero,
Jakkur Plantation,
Jakkur, Bengaluru – 560 064
(Earlier they were residing at No.130,
8th ‘A’ Cross, 16th Main, JP Nagar 4th Phase,
Dollars Colony,
Bengaluru – 560 078)

Hereinafter called the First Party of First Part:

(The terms the first party shall mean and include their Heirs, Legal
Representatives, administrates, Successors in interest assigns etc.,)

And
M/s V.P. Enterprises,
Registered Partnership Firm,
Having its principal place of business,
At # 105/71, 1st Main, 4th Cross,
Gururaghavendra Layout,
J.P. Nagar,7th Phase, Kothanur,
Bengaluru -560 078,
Consisting of its partners
 1. Sri. Pulipati Doreswamy Naidu
Aged about 74 years,
S/o Late Muneiah Naidu Pulipati

2. Smt. Sharadha Pulipati

Aged about 64 years
W/o Pulipati Doreswamy Naidu,

3. Sri. Pulipati Mahesh Kumar

Aged about 44 years,
S/o Pulipati Doreswamy Naidu

4. Sri. Pulipati Venkatesh

Aged about 42 years,
S/o Pulipati Doreswamy Naidu

All are residing at No. 12/1A/1,

17th Cross, 29th Main, J.P. Nagar 6th Phase,
Bengalur-560 078.

Hereinafter called the second party of the Second Part

(The terms the Second party shall mean and include their Heirs, Legal
Representatives, administrates, Successors in interest assigns etc.,)

AND

1. Sri. Pulipati Doreswamy Naidu

Aged about 74 years,
S/o Late Muneiah Naidu Pulipati

2. Sri. Pulipati Mahesh Kumar

Aged about 44 years,
S/o Pulipati Doreswamy Naidu

3. Sri. Pulipati Venkatesh

Aged about 42 years,
S/o Pulipati Doreswamy Naidu

All are residing at No. 12/1A/1,

17th Cross, 29th Main, J.P. Nagar 6th Phase,
Bengalur-560 078.
Herein after called as Third Party of the third part, witnesseth as follows:

(The terms the Third Party shall mean and include their Heirs, Legal
Representatives, administrates, Successors in interest assigns etc.,)

Whereas, the first party herein is a partnership firm, consisting of Two Partners,
constituted on 05-11-2014, Registered with the Registrar of Firms on 27-11-2014,
showing its principal place of business as 72/A, 3 rd Floor, 15th Cross, 3rd Phase,
J.P. Nagara, Bengaluru – 560 078 and the object of forming the partnership firm
is to carry on business in physical fitness centers at Bengaluru and providing
recreation facilities to its members and running food courts inside the centers.

Whereas, the Second Party is a partnership firm, constituted on 8.9.2016,

consisting of four partners, registered on 14.9.2016 with the Registrar of Firms at
Bengaluru with an object of carrying on business of Swimming pool service, Gym
facility, open play area on terrace, sale of accessories to club members, sale of
fresh fruit juices and food items to its members.

Whereas the Third Party herein are the joint owners of the commercial building
constructed on the property bearing # 72/A, 15th Cross, Ring Road, 3rd Phase, JP
Nagar Bangalore 560078, consisting of Ground, First, Second, Third and Terrace
floor.

Whereas, the first party is the tenant in respect of commercial premises at 3 rd

Floor, measuring 5,500 Sq. ft covered area and Terrace floor measuring about
5,500 Sq.ft of covered area, totally measuring 11,000 Sq.ft of builtup area along
with all amenities and facilities in premises bearing no.72/A, 15 th Cross, Ring
road, 3rd Phase, JP Nagar, Bengaluru – 560078 under the Third Party herein
having entered in to lease as per lease deed dated 15.12.2014, registered on
16.7.2016, for a period of 9 years, commencing from 15.11.2014, agreeing to pay
the monthly rents and common area maintenance charges as stipulated therein.

Whereas, the first party herein after completion of the fit out and interior activities
in the above said premises, started its business in operating fitness center from
March 2015 through different brands with its trade name as “Kaizen Fitness”
registered the same under Trade Marks Acts, 1999, dated 21.3.2019, having
applied for the same on 31.12.2015 i.e subsequent to taking the above said
premises on lease.

Whereas, the Third Party herein have jointly filed suit in Comm. OS No.202/2020
against the first party herein before City civil Judge, Commercial court at
Bengaluru on 10.8.2020 for recovery of arrears of rent, common area maintenance
charges and other amounts due for a sum of Rs.95,60,342/- and also they have
jointly filed suit in OS No.25573/2021, against the first party before City civil
Court, Mayo Hall Unit, Bengaluru on 07.04.2021 for ejectment and also for
recovery of rent and mesne profit of Rs.52,28,123/- from August 2020 and 15
Days in September 2020 and thereafter mesne profit from 17.9.2020 till the date
of filing of the suit and also to hold enquiry for mesne profit from the date of the
suit till the delivery of the vacant possession of the demised premises for having
terminated the tenancy by issuing notice dated 16.3.2020 and after completion of
6 Months from the date of receipt of the said notice by the first party.

Whereas, the first party herein; having entered appearance in Comm. OS No.
202/2020, have filed written statement admitting the suit claim but seeking some
adjustment towards the arrears. However, having considered invoices raised till
march 2020, the first party has now agreed to pay a sum of Rs.72,53,447/-
towards arrears of Rent with GST, TDS, BESCOM charges and CAM charges.

Whereas, the first party’s business of a fitness center and allied activities in the
demised premises, had suffered greatly due to the Corona Pandemic complied
with many other reasons; and as such the first party is intending to sell his
business in the demised premises to prospective purchases. However, the removal
of the fitness equipments with interiors being not feasible, the first party is
intending to sell the fitness equipments along with air conditioner units, music
systems, kitchen fitting and fixtures, Hot water system, Steam generation unit,
computers, laptops, CCTV units, EPBX units, lighting fixtures, bathroom fixtures,
storage locker units, Electrical units along with UPS, furniture and fixtures and
club management software along with club members data base and all other
facilities and fittings and fixtures which are part and parcel of running fitness
center, as is where is condition to the second party so as to enable the second
party to continue to run the fitness center under its own brand name in the
demised premises and also without disturbing the present condition of the
business and the second party has agreed to continue the business by providing
the service to the existing members and however the first party has agreed to clear
all the personal training members of their respective sessions due.

THE TERMS AND CONDITIONS OF THIS CONTRACT OF SALE

WITNESSES AS FOLLOWS:

1. The lease between First Party and the Third Party of the premises stands
terminated with effect from 31.07.2022, as the first party has handed over
the possession of the demised premises to Third Party.

2. The first party has admitted that there are arrears of rent and other charges to
the Third Party to the tune of Rs.72,53,447/- as on March 2020, as the Third
Party have agreed to wave off the subsequent rents from April 2020 till the
February 2022, as they have not raised invoices and the first party has not
paid any rent with GST, TDS, CAM charges and other allied charges and
moreover having considered the present situation of the first party, the Third
 Party have waived off the rents and other charges from April 2020 till
February 2022 and also in lieu of the First Party handing over the
possession of the demised premises, agreeing to pay monthly rents, CAM
charges from March 2022 till the date of handing over the possession of the
demised premises.

3. The Second Party who are a Partnership firm of four partners are in fact the
owners of the demised property and the Third Party herein. Furthermore one
of the partners of the Second Party; one Smt. Sharadha Pulipati aged about
64 years is the wife of Sri. Pulipati Doreswamy Naidu and the mother of
Sri.Pulipati Mahesh Kumar and Sri Pulipati Venkatesh (the premises
owners) is not an owner of the demised property but only serves in the
capacity of a partner for the Second party.

4. The first party has evaluated the present value of fitness equipments along
with air conditioner units, music systems, kitchen fitting and fixtures, Hot
water system, Steam generation unit, computers, laptops, CCTV units,
EPBX units, lighting fixtures, bathroom fixtures, storage locker units,
Electrical units along with UPS, furniture and fixtures, interiors and member
management software along with club members data base, building
management system (BMS) and all other facilities and fittings and fixtures at
Rs.1,22,53,447/- and a separate annexure with regard to the outgoing first
party concern and the value thereof is not furbished as of yet, while
conformation from “Kaizen Fitness” is still awaited.

5. The first party has agreed that the arrears of Rs.72,53,447/- to be treated as
part of the sale consideration and to receive the balance sale consideration of
Rs.50,00,000/- from the second party herein towards the sale of equipments
shown in the annexure.

6. The Second party herein has agreed to pay the balance sale consideration of
Rs.50,00,000/- to the first party towards sale of movables and also the refund
of a sum of Rs.30,00,000/- the refundable advance amount to the first party
in two installments by issuing postdated cheques i.e., cheque for
Rs.40,00,000/- dated august 2022 and another cheque for Rs.40,00,000/-
dated November 2022, in all a sum of Rs 80,00,000/- which is yet to be
confirmed by “Kaizen Fitness”.

7. The first party having sold the outgoing concern and all its equipments
enlisted in the annexure along with all interiors and all fittings and fixtures in
 favor of the second party herein, the first party have no manner of right title
or interest either over the said equipments or in respect of the demised
premises.

8. The first party has also handed over the existing members and enquiry data
base along with the member management software so as to enable the
second party to continue the services without any disturbance to the existing
members and however the first party has agreed to clear the personal training
members session due for the fees collected by the first party.

9. The first party has not encumbered the equipments enlisted in the annexure
in favor of any financial institutions, individuals, banks by hypothecating the
same and the first party has assured and promised the second party that he
has not raised any loans by hypothecating the enlisted equipments in the
annexures and hence they are free from any encumbrance, lien, mortgages or
any kind of claims or charges and the First Party by itself is carrying on the
business in the demised premises without allowing any third party to run the
said business in the demised premises or assigned the same.

10. The first party have assured the second party that the first party and its
partners alone is carrying on fitness center in the demised premises and they
have got absolute right over the fitness equipments along with all accessories
to sell the same in favor of the second party for the sale consideration shown
herein and also by delivering the possession of the said equipments along
with all accessories and purchase invoices to the second party, so as to
enable the second party to continue the fitness center in the demised
premises under its own brand name Viz., Lotus Fitness, as first party
retained its brand name “Kaizen Fitness” to itself. And it has been
specifically agreed between the parties that the brand “Kaizen Fitness” shall
be the property of the First Party only while the Second and Third Parties
shall have no objection to the same.

11. The first party is solely liable and responsible to discharge any claims by
various government departments and the sellers of the gym equipments, air
conditioning units, water heating systems, steam generating units, RO unit,
furniture and fixtures and kitchen equipments against M/s Gemini
Enterprises and its partners.
 12. The first party has undertaken to indemnify the second party if any third
party makes any claims over the equipments, machineries, fitting and
fixtures etc., enlisted in the annexure.

13. The first party being the tenant and the Third Party being the land lords of
the demised premises has agreed to file compromise petition / Joint Memo in
Comm. OS. 202/2020 and OS No.25573/2021 reporting the settlement,
handing over the possession of the demised premises and selling and
delivering the possession of the equipments and other accessories along with
purchase invoices to the second party as soon as this Memorandum Of
Agreement is entered into so as to enable the Third Party to withdraw both
the suits in lieu of this settlement.

DEMISED PREMISES

All that piece and parcel of the commercial shop premises at 3 rd

Floor measuring at about 5,500 sq. ft. of covered area and terrace
floor measuring about 5,500 sq. ft. of covered area, totally
measuring about 11,000 sq. ft. of built up area along with all
amenities and facilities therewith all forming part of the building
constructed on the immovable property bearing No.72/A, 15 th
Cross Ring Road, 3rd Phase, J.P. Nagar, Bengaluru-560 078 and
the said building is bounded on East by: Private property No.72,
West by: Private property No.71, North by: Private property No.61
and South by: Outer Ring Road (15th Cross, J.P. Nagar)

List of Equipments and accessories sold by the first party to the

second party and having delivered the possession of the same is
annexed herein.

IN WITNESS WHEREOF, the parties herein set and subscribe their

respective hands to this contract of sale on day, month and the
year first above mentioned.

Witnesses
1. FIRST PARTY/ SELLERS

2.
SECOND PARTY/ PURCHASERS
THIRD PARTY/PREMISES OWNERS