This Agreement for Market Survey & Feasibility Study ("Agreement") executed on

this the 1st January 2022 by and between

M/s. Elite Green Private Limited a company registered under the Companies Act,
1956 having registered office at A-806, 8th Floor, Privilion, B/h. Iscon Temple
Ambli - Bopal Road, S.G. Highway Ahmedabad, Ahmedabad, Gujarat State
(hereinafter referred to as “ELITE GREEN”, which expression shall, unless
repugnant to the context or meaning thereof, be deemed to include its
executors, administrators and assigns)

And

M/s. Southern Franchise Company LLC having its Principal place of business at Al
Huda Building, Al Garhoud, P. O. Box. 26016 , Dubai, United Arab Emirates ,
(hereinafter referred to as “SFC”, which expression shall, unless repugnant to the
context or meaning thereof, be deemed to include its executors, administrators
and assigns).

Whereas, Elite Green is planning an expansion of its operations to UAE & Middle
East and hence intends to engage an appropriate company based in the UAE to
perform an extensive feasibility study to market ELITE’s Bakery products and to
also evaluate the economic viability of opening fresh bakery Chain in UAE &
Middle East, based on such feasibility study and exploring horeca market
segment sizing and exploration with logistics impact and competitor analysis.

Whereas, SFC being a Company, having wide ranging experience and technical
wherewithal about the market, the customer behavior and purchasing pattern in UAE
& Middle East, have agreed to entrust “SFC” to undertake a Market Survey and do a
Feasibility Study with the above-mentioned objectives and accordingly the parties
have agreed to enter into a written agreement as per the below terms and
conditions:

This Agreement represents the terms and conditions negotiated and agreed by and
between the parties regarding Market Survey with respect to determining whether
opening a fresh bakery Chain in UAE & Middle East by “Elite Green”, is feasible or
not.

RECITALS

The Project
“Elite Green” retains “SFC” for conducting a Market Survey and a Feasibility Study
with respect to Elite Green’s Products and feasibility study for the opening fresh
bakery Chain in UAE & Middle East and exploring horeca market segment sizing
and exploration with logistics impact and competitor analysis.

The scope of work includes the following:

I. Operational Analysis
II. Environmental Issues
III. Technical Analysis
IV. Economic Analysis
V. Financial Analysis
VI. Legal Analysis

 Study & Research general market information.

 Study the competitive products of categories of Elite Products
 Study the comparative strengths and weaknesses of competitors
 Study government subsidies/Rules and Regulations
 Study how do market trends affect the opening of fresh bakery Chain
 Analysis the risks associated with opening fresh bakery Chain
 What other potential market opportunities exists for the opening of fresh
bakery Chain?
 Study existing supply chain logistics and opportunities available
 Required basic infrastructure analysis
 A technical feasibility study
 A financial feasibility analysis
 Exploring horeca market segment sizing and exploration with logistics
impact and competitor analysis

Payment to SFC
Payment for Market Survey & Feasibility Study . SFC shall raise invoice for the total
fee of Two lakh Fifty Thousand UAE dirhams (250000 AED) for the service rendered by
SFC on completion of the project and submission of the Market Survey & Feasibility
Study Reports. SFC shall be responsible for all costs including travel, accommodation,
materials and supplies, as well as any and all other expenses incurred in connection
with the Project. Any taxes arising out of this contract in either of the jurisdictions
shall be borne by “SFC” and “Elite Green” shall be responsible for deduction of tax, if
any, as applicable under the Indian Income tax laws to be read with Double Taxation
Avoidance Agreement of UAE with India duly signed and in force.

Term and Termination

Term: The term of this Agreement shall be 6 months commencing from the Effective
Date of this agreement. SFC shall prepare and submit the completed Market Survey &
feasibility study reports to Elite Green, three months prior to the expiry of this
agreement.

Termination: Either party may terminate this agreement in the event of the other
party breaching any of the material terms of this Agreement and/or fails to cure such
breaches even upon receiving written notice as set forth herein. The Agreement's
termination date shall be effective upon the expiration of the notice period.

Miscellaneous

Assignment. This Agreement and the rights and obligations of the Parties hereunder
may not be assigned by either Party, without the prior written consent of the other
Party.

Heading . The section and subsection headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of the Agreement.
Confidentiality. Parties undertake not to disclose to any third parties, any
commercial data or otherwise confidential information which becomes known to
them in the course of the contractual relations with each other as well as the terms
of this agreement.

Notices. All notice and correspondence to either party shall be deemed to be

properly served if sent to their respective address mentioned herein above, or at
such other places as may be designated by the parties from time to time by email or
any other accepted modes of communication accepted in international contracts.

Survival of Representation. All of the representations contained in this Agreement

shall survive the expiration or the termination of this Agreement.

Waiver. Nonperformance/execution of this Agreement in whole or in part, by any

Party hereto, no course of dealing between or among the Parties hereto, or any
delay or failure on the part of any Party in exercising any rights hereunder or at
law or inequity, and non-investigation by any Party hereto, shall operate as a waiver
of rights of such Party, except to the extent expressly waived in writing by such Party.

Severability. Each and every provision of this Agreement is severable, and the
invalidity of one or more of such provisions shall not, in any way, affect the validity of
this Agreement or any other provisions hereunder.

Cumulative Rights and Remedies . Any right, power, or remedy provided under
this Agreement to any Party hereto shall be cumulative and in addition to any other
right, power, or remedy provided under this Agreement or existing in law or in
equity, including, without limitation, the remedies of injunctive relief and specific
performance.

Entire Agreement. This Agreement is intended by the Parties hereto to be the

complete and final expression of their agreement and is the complete and exclusive
statement of the terms thereof notwithstanding any representation or statement to
the contrary heretofore made.
Modification. This Agreement may be amended only by a writing signed by “Elite
Green” and “SFC”.

Binding Effect. This Agreement has been duly executed by the Parties hereto
and constitutes a valid and binding obligation enforceable in accordance with its
terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization, or other similar laws affecting the rights of creditors generally, and
except as enforceability may be subject to general principles of equity.

Independent Contractor Status. Notwithstanding any provision contained herein to

the contrary, “Elite Green” and “SFC” understand and agree that the parties
hereto intend to act and perform as independent contractors and that;
therefore, neither “Elite Green” nor “SFC” is a partner or joint venture associate
of the other. Neither party shall have the right to make any promises, warranties,
representations nor assume or create any obligations on behalf of the other Party,
except as otherwise expressly provided herein. Elite Green and SFC agree to be
solely and entirely responsible for their respective acts and for the acts of any of
their employees and agents, except as otherwise expressly provided herein.

Governing Law. This Agreement shall be construed in accordance with the laws of
India subject to the exclusive jurisdiction of Courts in Ahmedabad, Gujarat, India
and the International Double Taxation Avoidance agreement signed between
India and the UAE which is in Force. Any dispute arising out of or in relation to this
Agreement shall be referred to the authorized representatives of each Party for
informal resolution within a period of seven (7) days from the date of such
dispute and the authorized representatives shall try to resolve such dispute within
fifteen (15) days of such referral, prior to the institution of any other proceedings.

Force Majeure. Neither Party shall be liable or deemed to be in default for any
delay or failure in performance under this Agreement or other interruption of
services deemed to result directly or indirectly from acts of God, civil, or military
authority, acts of public enemy, war, accidents, fires, explosions, earthquakes, floods,
failure of transportation, strikes, pandemic or other work interruptions by either
Party's employees, or any other similar cause beyond the reasonable control of
either Party unless the delay or failure in performance is expressly addressed
elsewhere in this Agreement.

IN WITNESS THEREOF, the Parties have caused this Agreement to be executed by

their duly authorized representatives as of the date indicated next to their respective
signatures, with the Effective Date of this Agreement to be the date of the last
signature affixed hereto.

For Elite Green Pvt Ltd For Southern Franchise Company LLC

C.G.Prathibasmidan Venkataramana S

Date: Date: 15/03/2022

Witnesses:

1. Rohith Muralya

2. Kesavan Muraleedharan