MEMORANDUM OF UNDERSTANDING

(For Exclusive Marketing and Sale the residential Sites/Plots in the R.M. Green Square Layout)

This binding MEMORANDUM OF UNDERSTANDING or MOU is made and executed on this 9th
day of November, Two Thousand Nineteen (09-11-2019) at Bangalore.

BETWEEN:

1) M/s. R.M DEVELOPERS,

Represented by its designated
Partner M.Rajashekaraiah.
2) Sri. M. Rajashekaraiah.
S/O Late. Marulasidaiah.
Aged about 60 years.
3) Smt. K. Aishwarya.
W/O R. Chethan Kumar.
Aged about 26 years.
4) Sri. Vinay. R.
S/O M. Rajashekaraiah.
Aged about 30 years.

All are residing at No. 85/1,

13th loop road ideal homes,
R.R.Nagar Banglore -560098.

Hereinafter referred to as the FIRST PARTY on the one part;

AND:

1) Sri. Ganesh.
S/O…………….
Aged about ------- years
2) Sri. Karthik. G. S.
S/O…………….
Aged about ------- years

Both jointly having Office at

No. 733, 2nd floor, 46th Cross Rd,
8th Block, TMC Layout, 1st Phase,
Jayanagar, Bengaluru- 560082,

Herein after referred to as the SECOND PARTY on the other part;

The terms ‘FIRST PARTY’ and ‘SECOND PARTY’ shall mean and include their
respective, legal representatives, legal heirs, administrators, executors, successors in interest and
assigns unless repugnant to the context thereof.

WITNESSTH AS FOLLOWS:

1) WHEREAS, the First Party herein are the absolute owners of some residential plots in
developed project developed by R.M. Developers, the project developed in the converted
lands bearing Sy No.6 measuring 4 Acres 08 Guntas, Sy No. 7 measuirng 4 Acres 05 Guntas,
Sy No.9 measuirng 10 Guntas and Sy No.10/1 measuirng 3 Acres 3.08 Guntas, in all
measuring 12 Acres 26.08 Guntas, situated at KUTHAGANAHALLI VILLAGE,
Sarjapura Hobli, Anekal Taluk, Bangalore.
which is more fully described hereunder and hereinafter shall as the “RM Green Square”.

2) WHEREAS, M/S R.M. Developers formed residential layout consisting sites of various
dimensions in converted Sy No.6, 7, 9 and 10/1, with the approval of the layout plan
 vide LP No.APA/LAO/45/2013-14, dated : 31/10/2013 issued by Anekal Town
planning authority, Anekal and developed the layout. All sites in the said residential
layout have been released 100% by the Anekal Planning Authority.
3) WHEREAS, Sri. M Rajashekaraiah, vested his interest absoluty on some residential plots. Totally
measuring _--------_---------- sft and acquired the same through the registered “Sharing Agreement”
vide No. _______________ Dated:--------------------- registered sub registrar --_-------------- at
Bangalore. The property belongs to Sri. M. Rajashekaraiah hereinunder mentioned in
“Schedule – A”.
4) WHEREAS, Smt K. Aishwarya, vested her interest absolutly on the some residential plots totally
measuring------------- sft and acquired the same through the different registered “Gift Deeds”
registered at the sub registrar, jayanagar, Bangalore. The property belongs to Smt K. Aishwarya
hereinunder mentioned in “Schedule –B”.
5) WHEREAS, Sri. Vinay.R, vested his interest abs.,s,ñokolutly on the some residential plots and
acquired the same through the different registered “Gift Deeds” registered at the sub registrar,
jayanagar, Bangalore. The property belongs to Sri. Vinay R hereinunder mentioned in
“Schedule – C ”.

6) WHEREAS, the First Party sold several sites in the residential layout called R.M.Green Square and
retained about 80 (Eighty) numbers of sites which are totally hereinafter referred to as
Schedule property.

7) WHEREAS, the First Party want to sell schedule property to the prospective buyers and
approached the Second Party (who have necessary infrastructure, resources, good contacts and
marketing skills/expertise to market the Sites) asking him /them to be exclusive marketing
representative to sell the Schedule property.

8) WHEREAS, after negotiations as to the rates/price and other terms & conditions, the First
Party have agreed to transfer exclusive marketing rights over the Schedule Property to the Second
Party for a valuable consideration and pursuant thereto, the parties have decided to reduce those
agreed terms and conditions in writing by this Memorandum of Understanding “Agreement (defined
hereinafter).
NOW THIS MEMORANDUM OF UNDERSTANDING WITNESSES AS
FOLLOWS:

That, in pursuance of the foregoing and in consideration of the mutual obligations undertaken by
the Parties hereto, the First Party hereby transfers exclusive marketing rights to sell entire
residential sites described in schedule property comprising of 80 (Eighty) numbers of sites, to the
Second Party ( which are free from all encumbrances), subject to the terms, conditions and
covenants hereunder.
1 SALE PRICE/ CONSIDERATION PAYBLE TO FIRST PARTY:

In pursuance of negotiations between the parties hereto, the First Party hereby agree to
accept a fixed rate of sale consideration from the Second Party or their nominee/s at the
rates described below, in full and final settlement of their sale price towards sale of
schedule property.
a) A sum of Rs.1200/- (Rupees One Thousand Two Hundred Only) per Sq.ft for the first 60
(Ten) numbers of sites,
b) A sum of Rs.1300/- (Rupees One Thousand Three Hundred Only) per Sq.ft for the
next 20 (Twenty) numbers of sites.
c) Additional 10% of total consideration extra for the corner sites.
Consequently, the Second Party is entitled to sell the sites to the prospective purchasers
at the rate exceeding over the above said fixed rate/price. The rate mentioned above is
inclusive of land cost and as well as developmental cost.

2 Payment Schedule:

a) Sale price is payable to the First Party either through the Second Party or through Second
 Party’s nominee/s. Consequently, as and when sites are scheduled for registration, a fixed
sale price/rate mentioned above will be due to the first party as soon as the registration
of property is scheduled. Whereas, the sale consideration, whatsoever, the surplus of
the above said fixed rate/ price shall be retained by the Second Party.
b) In the event of, the entire sale consideration (including the margin of Second Party) is
paid by the prospective buyers to the First Party, then the First Party shall
refund/reimburse to the Second Party of their margin within the stipulated time (3-
5days).
c) In the event of, the sale consideration is lesser than the above said fixed price/rate, then
the second party/his shall refund/reimburse to the First Party within the stipulated time
(3-5days).

3 TIME PERIOD /VALIDITY:

a) It has been agreed between the parties herein that the Second Party shall complete the
task of marketing and sale of sites mentioned in the schedule property within
12 (Twelve) months from the date of signature of this Memorandum of Understanding.
b) In case of delay due to any eventuality of force majeure, viz., major civil commotion or
any act of God, natural calamities, statutory or Govt. Restriction, ordinance, legislation
or any kind of prohibition and omission or commission and/or litigation, on the part of
the First Party, the time for completion and performance of the contract entered into
herein shall be having the extended time. Such extended time shall be fixed with the
consent of both parties.
c) However, considering the actual circumstances in future, the time shall extended further
as per the mutual agreement and understanding between both the parties.

3 RIGHTS AND PRIVILEGES ASSIGNED TO THE SECOND PARTY:

a) The Second Party shall have the exclusive right and privilege to identify the prospective purchasers,
negotiate the sale price at such price fixed by them. The sale advances, part payments or full
payments shall be directly paid by the prospective purchaser/s to the First Party only.
b) The Second Party shall be the sole and exclusive Marketing Representative for the sites to be
carved on the Schedule Property and free to undertake sales promotional and publicity
activities on their own name by putting hoardings or boards on their name on the Schedule
Property and issue advertisements in the print and electronic media.

c)The Second Party shall be entitled to erect boards in the Schedule Property advertising for sale and
disposal of the residential sites in the Project in the Schedule Property and to publish in the
news papers, electronic media calling for response from prospective purchasers and market
the Project in any manner, the Second Party may deem fit.

4 EXECUTION OF DOCUMENTS:
a) The First Party shall execute sale agreements, sale/conveyance deed/s or any other
deeds for transfer of property as Vendors in favour of the prospective buyers to be
identified by the Second Party.
 b) The First Party whenever asked upon to issue cost break-ups, Demand letters, NOCs,
receipts & such other documents for loan purpose, shall do so on case to case basis to
enable the prospective buyers avail housing loans from banks and other financial
institutions .

5 TERMINATION OF AGREEMENT:
a) The parties hereby acknowledge that this Agreement is irrevocable in nature as the Second
Party is going to incur substantial amount towards sale promotional activities.

b) However, in case the First Party desire to terminate this Agreement, then the First Party,
within 30 business days of such termination, shall compensate the Second Party at the rate
of Rs.100/- sq.ft as liquidated damages.

6 OBLIGATION OF THE FIRST PARTY:

a) The First Party shall never interfere in the way of marketing activities to be undertaken
by the Second Party at their own cost in terms of this agreement.

b) The First Party shall bear all costs towards making good and marketable title of Schedule
Property.

c) The First Party is required to provide the original title deeds and mother deeds for
verification as and when asked for by the Second Party or their prospective buyers or
legal advisers.
d) If First Party desire to retain any site/s with them, then, they shall do so only with the
prior consent from the Second Party. In such circumstances, the First Party are liable to
compensate the Second Party at the rate of Rs.100/- sq.ft of site/s retained.

7 OBLIGATION OF THE SECOND PARTY:

a) The Second Party shall market the sites in terms of this agreement and they shall alone
bear sales promotional and marketing expenses.
b) The parties shall have no other obligations against each other in respect of the Schedule
Property and shall extend full co-operation for alienation of the residential sites in
favour of the prospective purchasers identified by the Second Party.

8 RATES, TAXES, COSTS & EXPENSES:

a) The First Party shall bear all types of applicable fees, costs, charges, expenses, deposits
with regard to the preparation of the plans, architect’s fees, plan approval fees payable to
the local planning authority, fees for obtaining NOCs from statutory bodies, betterment
fees, property tax payable to local village Panchayath for obtaining individual khatas
for sites, labour charges, claims of the laborers and the entire layout development expenses
whatsoever. So also applicable taxes, if any, relating to developmental expenses and
income tax on the consolidated sale consideration receivable by the First Party as per
Clause 1 of this Agreement shall be borne by the First Party only.

b) The Second Party shall bear applicable taxes and income tax in respect of sale
consideration exceeding the sale price payable to the First Party as described in Clause
1 of this Agreement.

9 THE FIRST PARTY HEREBY AUTHORISE THE SECOND PARTY:

a) To enter upon the Schedule Property so as to enable the Second Party to implement their
marketing scheme.

b) To identify the prospective buyers of sites, to negotiate for the sale of the sites at such
prices and on such terms and conditions as decided by the Second Party and to receive
their portion of sale consideration from the prospective purchaser/s.
10 INDEMNITY:
a) The First Party shall indemnify and keep indemnified the Second Party or any one
darning through them against any losses, claims, damages, proceedings, actions etc.,
that may arise due to the defect in the title of the Schedule Property or First Party’ failure
to keep the title to the Schedule Property free and marketable. The Second Party, after
coming to know about the defect in title or third party claims or any acts or omission or
commission by the First Party, shall immediately make a
 written claim to the First Party who shall answer and settle or clear such claim/s within
30 days of serving of notice. Any such claim/s shall be a charge on First Party and the
period of delay in solving the same by the First Party shall be added to the period of
Time for Completion of Marketing as specified in clause 2 of this Agreement.

11 REPRESENTATIONS BY THE FIRST PARTY:

a) The First Party hereby confirm that their title to the Schedule Property is good,
marketable and subsisting and that no one-else have any right, title, interest or share in
the Schedule Property and that the Schedule Property is not subject to any encumbrances,
attachments, court or taxation or acquisition proceedings or charges of any kind and
Schedule Property is their self acquired property.

b) That they have not entered into any Agreement/Arrangement for s ale or transfer of the
Schedule Property with anyone else.

c) That the Schedule Property is not the subject matter of any maintenance proceedings or
lispendens and there is no bar to sell the same in any manner and the Schedule Property
is free hold property of the Vendor.

d) That the Schedule Property has not been acquired by Government or any agency of the
Government or any statutory authorities at any point of time.

e) That the Schedule Property is not a free grant land belonging to the Schedule Caste/Schedule
Tribe community and the transfer/holding of the same is not in contravention of any of
the Public Policies laid down by the Government in exercise of powers conferred under
Section 22A (1) of the Registration (Karnataka Amendment) Act, Karnataka Land Reforms
Act 1961 and Karnataka Land Reforms Rules of 1964.
 12 DOCUMENTS OF TITLE:
a) Upon completion of the residential layout development and handing over of the project
to Site Owners Association as may be agreed, the First Party hereby agree to deliver the
original title deeds and mother deeds to the said Association to be formed by the
purchasers of sites.

13 INTERPRETATION:
a) This Agreement shall not be construed as Partnership between the parties herein.

14 ENTIRE AGREEMENT:
a) The Parties hereby acknowledge that this Agreement represents the entire agreement as
to the subject matter hereof and supersedes any prior understanding between the parties
on the subject matter hereof.

15 CUSTODY:
a) The original of this Agreement shall be with the Second Party and the photo copy of the
Agreement signed by the parties shall be with the First Party.

16 NOTICE:
a) All notices given in accordance with the terms of this Agreement shall be in writing and
sent by courier, registered post and/or hand delivery at the address, mentioned in the
Agreement.

b) All notices and communications shall be effective (a) if sent by hand delivery, when
delivered; (c) if sent by courier and (c) if sent by registered post acknowledgment due.
17 AMENDMENT OF PROVISION/S:
a) In the event of any provision of this Agreement being declared by any legislature,
judicial or other competent authority to be void, voidable, illegal or otherwise
unenforceable or indications of the same are received by either of the parties from any
relevant competent authority, the parties shall amend that provision in such reasonable
manner so as to achieve the intention of the parties without illegality or at the discretion
of the parties, it may be severed from this Agreement and the remaining provisions of
this Agreement shall remain in full force.

18 ARBITRATION:
a) If any dispute arises between the parties hereto during the subsistence of this Agreement
or thereafter, in connection with the validity, interpretation, implementation or alleged
material breach of any provision of this Agreement, the Parties hereto shall endeavor to
settle such dispute amicably. The attempt to bring about an amicable settlement is
considered to have failed as soon as one of the Parties hereto, after reasonable attempts,
which attempt shall continue for not less than 15 days gives notice thereof to the other
party in writing.

b) All disputes, controversies and differences of opinion arising out of or in connection

with this Agreement or for the breach hereof which cannot be settled amicably by the
Parties hereto shall be settled by arbitration in accordance with the Arbitration and
Reconciliation Act, 1996, by a sole arbitrator appointed by the High Court of Karnataka
in accordance with the Arbitration and Reconciliation Act, 1996. The venue of
arbitration shall be Bangalore, India. The Parties shall continue to fulfill their
obligations under this Agreement pending the final resolution of the dispute and the
Parties shall not have the right to suspend their obligations under this Agreement by
virtue of any dispute being referred to arbitration. The arbitration proceedings shall be in
English.

4 SCHE
DULE
PROPERTY
(PROPERTY AGREED TO BE MARKETED BY THE SECOND
PARTY)

All eighty numbers of sites, within the jurisdiction of Mugalur Village Panchayath,
formed in the Layout known as RM Green Square comprised in residential converted
Sy Nos.6, 7, 9 & 10/1,
situated at KUTHAGANAHALLI VILLAGE, Sarjapura Hobli, Anekal Taluk, Bangalore
District, the composite layout approved by the Anekal Panning Authority vide LP
No.APA/LAO/45/2013-14, dated : 31/10/2013.

IN WITNESS WHEREOF, the First Party and the Second Party have signed and
delivered this Memorandum of Understanding in the presence of the witnesses attesting
hereunder on the day, month and year written above.

5 FIRST PARTY:
SECOND PARTY:

1. M/s. R.M
DEVEL
OPERS,
Rep.,
by its
partners
:

_ [Sri. M.RAJASHEKARAIAH]

_ [Sri.
]

6 WITNESSES:
6.1 1.

2.