AP 508753 t UNIQUE Me} ase ous non or 4 im. Conter, 1 B. ware. ure Qory Anmedabaes, Phones ciscesran Be LL MAU, ve, WoEre VLAN A | Ths MUTUAL UNDERSTANDING AGREEMENT IS MADE AT AHMEDABAD ON 231 | DECEMBER, 2014 BY AND BETWEEN: ' 1, UNIQUE MERCANTILE INDIA PRIVATE LIMITED (PAN : AAACUI981B) a company incorporated under the provisions of the Companies Act 1956 (as in force) and whose principal place of business is at [F-7, Vishal Complex, Near Dinesh Hall, Income ‘Tax, Ashram Road, Ahmedabad-380009] (hereinafter shall be referred as “UMIPL” which expression shall, unless repugnant to the context or meaning thereof mean and ' include its successors-in-tile and assigns) acting through Mr. Rajkumar Rai, the 1 Chairman and Managing Director BEING PARTY OF THE FIRST PART;AND UNIQUE SWAYAM MULTISTATE MULTIPURPOSE CO-OPERATIVE SOCIETY LIMITED , a co-operative society incorporated under the provisions of Multi State Cooperative Societies ACT, 2002 (as in force) and having its registered office at Be Floor, Unique House, Opp. Union Bank, Ashram Road, Ahmedabad-380009] (hereinafter referred to as the ‘Unique SMCS Ltd.’ which expression shall, unless repugnant to the context or meaning thereof mean and include its existing and future members, their respective successors, administrators, executors and assigns ) acting through its ‘Authorized Representative Mr Rahul Rai, the Chairman CEnch ofthe Party s individually refered to as Party and collectively as Parties) WHEREAS: al UMIPL is inter alia engaged in the business of real estate, hospitality and other related projects (he Business). Unique SMCS Ltd. has specifically been set up to promote facilities for social and economic betterment of its members. ‘As part of its objective Unique SMCS Ltd. is allowed to invest its monies in certain businesses subject to the same accruing returns at a higher market rate for the monetary penefit of its members. Pursuant to discussions and negotiations Unique SMCS Ltd. has decided to deposit, certain monies in UMIPL for such purpose and on such terms and conditions as more specifically set out herein with an intention to benefit its ‘members.a Itis hereby agreed between the Parties that the relationship between the Parties shall at all times be on arms length basis. The Parties are now desirous of reducing their mutual understanding in writing vide this Agreement, This Agreement is divided in two parts ~ Part A which deals with the Commercial Understanding between the Parties and Part B Which sets out the Miscellaneous Provisions. Both the Parts are legally binding to the Parties, NOWIT IS HEREBY AGREED BY AND BETWEEN PARTIES HERETO AS UNDER: PARTA COMMERCIAL UNDERSTANDING Pursuant to discussions Unique SMCS Lid. had conveyed its interest in the Business of UMIPL. However as there are no confirmed projects at the moment Unique SMCS Ltd. hhas decided to deposit certain monies with UMIPL from time to time as Refundable Security Deposit on interest free basis on the understanding that UMIPL shall have the right to use the same on terms and conditions set out hereinbelow. It is understood that UMIPL shall have the option to use the deposits of Unique SMCS Ltd. as under: (A) Unique SMCS Ltd, hereby grants UMIPL the right to invest its deposited monies in any of UMIPL's “projects” forming part of its Business as it deems fit in real estate projects within the area of Gujarat & Telangana (earlier known as Andiira Pradesh) State. Such monies are to be invested on the understanding that as and when total profit accrue from such projects at the time of completion of the project, the Party of the first part will share the profit as under©. ° of Project Profitability Ratio of Sharing of Profit | | Upto 50% of the project profit ‘No Sharing with Second Part From 50.01% to 75.99% of the Project | 1/3* of the project profit will be shared | with Second Part. 4A of the project profit will be shared with the Second part. | Form 76% to 100% of the Project Profit (8) Unique SMCS Ltd, agrees that the decision regarding the projects as well as the amount of monies to be invested shall be of UMIPL. UMIPL shall have the option to invest the monies either fully in one project or partly in different projects at its sole discretion. UMIPL shall share all details with Unique SMCS Ltd. of the project in which the deposited monies of Unique SMCS Ltd. are invested by UMIPL s0 as to enable Unique SMCS Ltd. to carry out independent due diligence of such projects. Such projects in which UMIPL proposes to invest the monies of Unique SMCS Ltd. are hereinafter referred to as the “Investment Projects”. It shall be the responsibility of UMIPL to censure that the monies invested in the Investment Projects are protected and yield the returns as mutually agreed herein in this Agreement. UMIPL has also represented to Unique SMCS Ltd. that from time to time UMIPT offers for sale pieces and parcels of land forming part of its real estate projects. If anytime during the term of this arrangement UMIPL, decides to offer any piece and parcel of land forming part of any of its realestate projects across India (excluding Swayam Bavla, “Ahmedabad Project) it shall first offer such piece and parcel of land to Unique SMCS Lid, at a discounted rate and if Unique SMCS Ltd. decides to purchase the same (whether in part or in whole) the sale consideration for@). against the deposit lying with UMIPL. The Parties agree that the intention of offering the pieces and parcels of land at discounted rate is solely for the reason that UMIPL is not offering any interest on the deposit lying with it and therefore Unique SMCS Ltd. and its members should not be monetarily disadvantaged in any manner whatsoever. ‘Therefore, pursuant to the acquisition of the pieces and parcels of land by Unique SMCS Lie. Unique SMCS Ltd, shall be free to deal with the same in the manner it deems fit including further selling the same for higher returns for the benefit ofits members. Based on the above, the Parties have agreed that from the Effective Date of this ‘Agreement and for a period of minimum 6 (Six) years UMIPL shall have the option to ‘use the security deposit of Unique SMCS Ltd. in either the Investment Projects or against sale consideration as the case maybe. Repayment of the deposits lying with UMIPL and/or payment of any revenue sharing under the Investment Projects, as the case maybe, shall commence pursuant to the expiry of the 6 year from the Effective Date of this Agreement Unique SMCS Ltd. accepts and confirms that any project for it to accrue returns requires a gestation period and therefore the Parties have mutually agreed on a gestation period of 6 years and Unique SMCS Ltd. accepts that it shall not be entitled to any returns in any form including repayment of the deposits lying with UMIPL. till the expiry of the 6M year from the Effective Date of this Agreement, The entitlement to receive repayment shalll accrue after expiry of 6% Year. ‘Notwithstanding anything provided to the contrary herein or elsewhere, UMIPL hereby agrees and accepts that if anytime during the term of this Agreement, Unique SMCS Ltd. is in need of funds or is of the opinion that the Investment Projects in which the moniesare invested are not commercial viable or the whole arrangement as set out herein is not commercially feasible or Unique SMCS Ltd. for no reason at all decides to exit this arrangement then Unique SMCS Lid. shall have the right to terminate this arrangement by giving UMIPL a prior written notice of 60 (sixty) days wherein Unique SMCS Lt. shall inform UMIPL about its intention to terminate this arrangement and the Parties shall mutually agree on the way forward with respect to the repayment of the deposit lying with UMIPL. Provided in the case of early termination for any reason whatsoever, Unique SMCS Ltd, agrees to give UMIPL minimum [3] months for repayment of the monies lying with UMIPL with Profit share from the Investment Projects. ‘Accordingly, the Parties shall mutually agree on a repayment schedule with respect to the deposit and/or the returns if any earned on the same from the Investment Projects. However, it is clarified that the only obligation of UMIPL shall be to repay the monies lying with UMIPL as deposit and returns from any Investment Projects in which UMIFL. has invested the deposits as per the profit sharing ratio mentioned under Para-2. Under no circumstances UMIPL from any Investment Projects in which UMIPL has invested the deposits shall be liable to pay any interest on the deposits lying with it If the Parties decide to terminate this Agreement for any reason whatsoever then the Parties shall execute a termination agreement wherein the repayment schedule shall be mutually agreed and recorded so as to ensure the repayment of the deposits lying with UMIPL and/or the payment of the returns that have accrued till date of termination.PART B: MISCELLAI PROVISION: 1.__Representations and Warranties i ach Party represents to the other Parties as of the date of this Agreement that: (@) The execution, delivery and performance by such Party of this Agreement has been authorized by all necessary and appropriate corporate or governmental action and a copy of the board resolution/ power of attorney in favor of the person executing this ‘Agreement is annexed to this Agreement, and will not, to the best ofits knowledge: () require any consent or approval not already obtained; (ii) violate any applicable law presently in effect and having applicability to it; or violate the memorandum and articles of association, by-laws or other applicable organizational documents thereof. (b) This Agreement is the legal and binding obligation of each Party, enforceable in accordance with its terms against it; and (©) There is no litigation pending or, to the best of such Party's knowledge, threatened to which it or any of its affiliates is a party that presently affects or which would have a material adverse effect on the solvency, financial condition or prospects or business of such Party in the fulfillment of its obligations under this Agreement, 2, Unique SMCS Ltd. has represented to UMIPL that it has the necessary powers and authority under its bye laws to deposit monies for and on behalf of its members and in the manner as it deems fit subject to necessary due diligence and obtaining higher market returns.2. Notices Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (a) by personal delivery when delivered personally; (b) by overnight courier upon written verification of receipt; (©) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (4) by certified or registered mail, return receipt requested, upon verification of receipt: UMIPL Attention: Mr, Rajkumar Rai ‘Address: F-7, Vishal Complex, Nr. Dinesh Hall, Income Tax, Ashram Road, Ahmedabad-380009 Email Id: rkrai@uniquelifecare.com ‘Telephone No : 079-40260864 ‘Unique SMCS Ltd. Attention: Mr. Rahul Rai Address: 3rd Floor, Unique House, Opp. Union Bank, Income Tax, Ashram Road, Ahmedabad 380009 Email Id: usmcsahd @gmail.com ‘Telephone No: 079-40260866 B_Assignment Any rights or obligations of the Parties arising from this Agreement may not be assigned or transferred in all or in part to any third party without the other Party's prior written approval and such consent shall not be unreasonably withheld if the assignment is in favour of an affiliate of the assigning Party.Entire Understanding ‘This Agreement constitutes the entire understanding between the Parties with respect to their mutual cooperation and supersedes and overrides all prior oral or written understandings or agreements between the Parties pertaining to the subject matter hereof. 5.___ Modification and Amendment No modification or amendment of this Agreement or any of its provisions shall be binding upon either Party unless it is made in writing and signed on behalf of the Parties against whom enforcement is sought. The Parties agree that any annexures, schedules and addendums to this Agreement shall form an integral part of the Agreement and no amendment or modification to the same shall be permissible unless and until the same is agreed to by the Parties. 6._Counterparts ‘This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Delivery of executed signature pages by facsimile transmission will constitute effective and binding execution and delivery of this Agreement. Confidentiality ‘The Parties hereby acknowledge and agree that during the proposed relationship each of the Party shall share “Confidential information” that has been created, discovered, developed, or otherwise for the business activity and has commercial value in its respective business, The Parties, on behalf of themselves and their respective group entities/affiliates, agree that during the terms of this Agreement and after the termination or expiration hereof, each of them willkeep in confidence and trust and will not use or disclose/reveal any such “Confidential Information” or anything directly relating to it without express consent of the disclosing Party. & Governing Lavo and Jurisdiction ‘This Agreement shall be governed by and construed in accordance with the laws of India, Subject to Clause 7 (Dispute Resolution), the courts of Ahmedabad, State of Gujarat, India shall have exclusive jurisdiction to hear and determine any suits, actions or proceedings and to settle any. disputes that may arise out of or in connection with this Agreement, 9___Dispute Resolution ‘Any disputes or differences arising between the Parties uncler this Agreement including with respect to the interpretation, construction and/or effect of this Agreement or the rights, duties and liabilities of the Parties hereunder shall be first resolved amicably between the Parties. If the Parties are unable to resolve the dispute amicably, the Parties shall have the right to select an independent third party to act as an arbitrator. The arbitrator shall conduct the proceedings in accordance with the Rules of the Arbitration and Coneiliation Act 1996 read with its recent statutory enactments and amendments as in force. The venue for arbitration shall be Ahmedabad, Gujarat and the decision ofthe arbitrator shall be final and binding on the Parties If the Parties are unable to agree mutually on the appointment of an arbitrator, the arbitrator shall be appointed in accordance with the Indian Arbitration Council of India to resolve the dispute.IN WITNESS WHEREOF, the Parties herein have through their respective authorized representatives executed these presents and affixed their hands and common seal of the respective companies on the day, month and year aforementioned Signed Sealed and Delivered Mx, Rajkumar Rai Date: 23.12 2014 Place : Armedabad MULTISTATE MULTI PURPOSE CO. OP. SOC. LTD, Mr. Rahul Rai Date: 23, 12. 2014 Place: Ahmedabad Witnesses ; Sr.__| Name of Person eves of Pesmianent Residence Signature 1 |Chinken, FID Raw§sanay FiakS, RT, Shal— Guge naa Pldi, Abed - CU. shel 2 Bluse. m. |B/s Pasend apa page eet tee ey | | Zee 3 [Heke Shei [BIH Niheaiky al Abu hrnen Y pe nea Natio. 4 |GHANSHYAM | C-he2, Waku Reriesd Patel | New. Rent? Ahmelubill seante