MEMORANDUM OF UNDERSTANDING

(in relation to unit leased to Trent Limited)

This Memorandum of Understanding (“Agreement”) is made on this the [●] day of [●],
20[●] (“Execution Date”) by and between:

1. Osian Property Management Services Private Limited, a company incorporated

under the Companies Act, 2013, having corporate identification No. [●] and having
its registered office at [●] (hereinafter referred to as “Company”, which expression
shall, unless repugnant to the context or meaning thereof, be deemed to include its
nominees, successors and permitted assignees) of the FIRST PART;

2. Arcane Properties Private Limited, a company incorporated under the Companies

Act, 2013, having corporate identification No. [●] and having its registered office at
[●] (hereinafter referred to as “the Mall Management Company”, which expression
shall, unless repugnant to the context or meaning thereof, be deemed to include its
nominees, successors and permitted assignees) of the SECOND PART;

3. [●], a Proprietorship / Partnership Firm / Company, incorporated under the laws of

India, having [government issued identity / registration] bearing No. [●], being
represented by its Proprietor / Partner / Authorised Signatory, Mr. [●] (PAN: [●]) and
having its principal place of business at [●] (hereinafter referred to as the “Investor”,
which expression, unless repugnant to the context or meaning thereof, be deemed to
include its nominees, successors and permitted assignees) of the THIRD PART.

The Company, the Mall Management Company and the Investor are hereinafter referred to
individually as a “Party” and collectively as the “Parties”.

WHEREAS:

4. The Company is a subsidiary of the Mall Management Company and is engaged in

the business of leasing of real estate property. [The shareholding pattern of the
Company as on date is as set forth under Schedule 1 to this Agreement.]

5. The Company has entered into agreements dated [●] with SPR Constructions for
purchase of Undivided Share of Land (UDS) and construction of shop units
comprised in R.S. Nos. [●], situated at Block No.11, Perambur Town, Division 73,
Zone VI, Purasawalkam - Perambur Taluk Chennai-600012 within the limits of
Greater Chennai Corporation, morefully described under Schedule 2 to this
Agreement (collectively “Units”), which are located in the Mall (as defined below).

6. The Mall Management Company is a wholly owned subsidiary of SPR Constructions

and is a shareholder of the Company. Further, the Mall Management Company would
perform Maintenance Services (as defined below) for the Mall.

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7. The Company has offered to the Investor, and the Investor has agreed (based on the
representations and warranties provided by the Company hereunder) to subscribe to
the Subscription Securities (as defined below) of the Company for an aggregate
consideration amounting to the Subscription Amount (as defined below), in
accordance with the terms and conditions stipulated under this Agreement and the
relevant Definitive Documentation (as may be applicable).

8. The Parties are now entering into this Agreement for the purpose of recording the
principal terms and conditions pertaining to investment by the Investor into the
Company, and the inter se roles and responsibilities of each Party.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in
this Agreement, and for other good and valuable consideration, the sufficiency of which is
acknowledged by the Parties, the Parties hereby agree as follows:

9. DEFINITIONS

Wherever used in this Agreement, unless the context otherwise requires, terms defined in any
part of this Agreement, including any Schedule or Clause shall, when capitalized, have the
same meanings unless otherwise defined herein. Further, the following capitalized words and
expressions shall have the following meanings:

1.1. “Act” shall mean the Companies Act, 2013, together with the rules and regulations
thereunder, as may be amended, modified, supplemented or re-enacted from time to
time.

1.2. “Articles” shall mean the Articles of Association of the Company, as amended from
time to time.

1.3. “Board” shall mean the board of directors of the Company.

1.4. “CCDs/ Debentures” shall mean compulsorily convertible debentures to be issued by

the Company to the Investor, having the principal terms as set out under
SCHEDULE 3.

1.5. “Investor Securities” shall mean all the securities of the Company held by the
Investor.

1.6. “Mall” shall mean a retail mall building named ‘Citizen Square’ which is proposed to
have a total built up area of approximately [7,57,220] sq.ft. together with undivided
share of land admeasuring approximately [1,55,327] sq.ft. located in ‘Market of
India’, which is a commercial complex in the integrated township named ‘SPR City –
A Project with Binny Ltd’, being developed by SPR Constructions in a phased

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 manner.

1.7. “Net Income” shall mean the aggregate of the Rental income from lease of unit and
interest on security deposit received by the Company for the Lease, after necessary
deductions such as property tax, withholding taxes, Tenant Management fees,
renovation/ rehab expenses, etc as may be detailed in the Definitive Documentation.

1.8. “Purchase Consideration” shall mean an amount as identified under Schedule 4 of

this Agreement, to be remitted by the Investor to the Mall Management Company for
and in consideration of the transfer of the Sale Shares, on the terms and in the manner
as set forth under the Definitive Documentation.

1.9. “Rental income” shall mean the basic license fees and net turnover rental as agreed
with the Tenant vide term sheet dated 25 July 2022.

1.10. “Sale Shares” shall mean [●] equity shares of the Company held by the Mall
Management Company as on the Execution Date.

1.11. “SPR Constructions” shall mean SPR Constructions Private Limited, a Company
incorporated under Indian laws, bearing corporate identification number
45206TN2009PTC073437 and having its registered office at No. 57, Narayana
Mudali Street, Sowcarpet, Chennai 600 079.

1.12. “Subscription Amount” shall mean an aggregate amount as identified in Schedule 4

to this Agreement, being the entire consideration payable by the Investor(s) to the
Company for the subscription of the Subscription Securities.

1.13. “Subscription Securities” shall mean such number of CCDs as would be subscribed
to by the Investor(s), in accordance with the terms and conditions of this Agreement
and the Investment Agreement.

1.14. “Tenant” shall mean Trent Limited or its nominees, successors and permitted
assignees and shall also include future tenants.

2. SCOPE OF PROPOSED TRANSACTION

2.1. Based on mutual discussions between Parties and subject to the other terms of this
Agreement, the Parties hereby agree and undertake that they shall collaborate with
each other for and in connection with the following, in the manner as provided under
this Agreement and the Definitive Documentation (“Proposed Transaction”):

2.2. Share Transfer: The Mall Management Company shall transfer the Sale Shares to
and in favour of the Investor at the fair market value of shares in accordance with the
Valuation report (“Preliminary Transfer”).

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2.3. Subscription: The Investor shall invest the Subscription Amount into the Company
towards the Subscription Securities and in consideration for the same, the Company
shall issue and allot the Subscription Securities to the Investor, on the terms of the
relevant Definitive Documentation (“CCD Subscription”).

2.4. Rights and Restrictions: The Investor shall have rights and restrictions linked to its
Investor Securities in the Company as may be agreed by the Parties under this
Agreement and the Definitive Documentation.

2.5. Lease of Units: The Investor hereby expressly acknowledges and agrees that the
Units may be leased to any third party at the sole discretion of the Company
(“Lease”) and that the Investor shall not have any say in the arrangement between the
Company and any such lessee. Provided however that, the Parties agree that the
interest due on the CCDs (as described under Schedule 3) has been structured so as to
provide the Investor with a return that would be equivalent to its proportionate share
in the relevant Net Income.

3. ADDITIONAL ROLE OF THE MALL MANAGEMENT COMPANY

3.1. Subject to the other terms of this Agreement and any applicable Definitive
Documentation, The Mall Management Company shall be responsible for and have
the authority to manage and maintain the entire Mall, including in relation to its day-
to-day maintenance, electricity, HVAC, marketing and event activities (collectively
“Maintenance Services”), as an independent service provider. All revenue and
expenditure for and in connection with the Maintenance Services shall accrue to the
Mall Management Company.

3.2. The Mall Management Company and the Company would execute an Agreement with
respect to the terms and conditions governing payment of a tenant management fee by
the Company (“TMF”), for the services provided by the Mall Management Company
in relation to managing the tenancy mix and operations of the Mall, accounting and
other statutory compliances; and other connected matters. The Signage boards,
Kiosk, Vehicle Parking space, etc shall be managed and maintained by the Mall
Management Company and any rental or income from such facility shall be collected
and retained by the Mall Management Company.

4. DEFINITIVE DOCUMENTATION

4.1. The Parties hereby agree that they shall execute necessary separate definitive
documentation in respect of each of the Proposed Transaction (“Definitive
Documentation”), including as follows:

4.2. Share Transfer Form: Share Transfer Form in Form SH-4 shall be executed between

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 the Investor and the Mall Management Company (“Share Transfer Form”), to effect
and record the Preliminary Transfer, which shall be executed on the Execution Date.

4.3. Investment Agreement: An investment agreement shall be executed between the

Investor, the Company and the Mall Management Company (“Investment
Agreement”) to record the terms and conditions governing (a) the CCD Subscription;
and (b) the inter se rights and obligations of the Investor and the Mall Management
Company as holders of securities in the Company, including with respect to the rights
and obligations linked to the Investor Securities. Such Investment Agreement shall be
executed within [●] days of the Execution Date, unless otherwise agreed by the
Parties (“Long Stop Date”).

4.4. Other Documents: At any time and from time to time after the date of this
Agreement and without further consideration, the Parties agree that they shall do all
acts, exercise rights and execute necessary additional documents (including as may be
required under the Act or other applicable laws) for the effective implementation of
the Proposed Transaction and the terms of this Agreement.

4.5. In the event of any conflict between the terms of this Agreement and any Definitive
Documentation, the terms of such Definitive Documentation shall prevail to the extent
of any such conflict.

5. CONSUMMATION OF PROPOSED TRANSACTION

5.1. The day-to-day operations and management of the Company shall be managed by the
Board and other personnel of the Company as may be decided by the Board.

5.2. Consummation of Preliminary Transfer: The Preliminary Transfer shall be

undertaken simultaneously with the execution of this Agreement and the Parties shall
undertake all steps as may be necessary to give effect to the same including as
follows: (a) Investor remitting the Purchase Consideration; (b) the Investor and the
Mall Management Company execution and stamping of the Share Transfer Form (in
Form SH – 4), (c) convening appropriate meetings of the Board for recording the
Preliminary Transfer and approving necessary actions, (d) endorsement of the Share
Certificates, and (e) updation of the statutory registers of the Company.

5.3. Consummation of CCD Subscription:

5.3.1. The CCD Subscription shall be undertaken in the manner provided in

Schedule 5, on the terms as captured under the Definitive Documentation. The
Investor shall remit the Subscription Amount in accordance with Schedule 5.

5.3.2. The Parties shall undertake all steps as may be necessary to give effect to the
CCD Subscription, including as follows: (a) convening and passing of

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 requisite resolutions at meetings of the Board and shareholders of the
Company (special resolution) approving the issue, related documents and
terms of CCDs, (b) Investor remitting the Subscription Amount; (c) convening
appropriate meetings of the Board and shareholders of the Company for
approving allotment of the Subscription Securities and amendment of the
Articles, (d) issuance of duly Executed and stamped, (e) updation of the
statutory registers of the Company, (f) amendment of the Articles to
incorporate the relevant terms from the Investment Agreement, particularly in
relation to the rights and restrictions linked to the Investor Securities.

6. RIGHTS AND RESTRICTIONS OF THE INVESTOR

The Parties agree and the Investor expressly undertakes that on and with effect from the date
of First Closing, the following rights and restrictions shall be applicable to it:

6.1. Transfer of Shares:

6.1.1. Lock-In: No Investor shall transfer, directly or indirectly, all or any of the
Investor Securities prior to expiry of 12 (Twelve) months from consummation
of Last Closing Date (“Lock-in Period”).

6.1.2. Upon expiry of the Lock-in Period, the Investor Securities shall be freely
transferable by the Investor in accordance with the terms and conditions of this
Agreement and the Definitive Documentation and are not subject to any rights
of any other Person. Provided however that, no such transfer (in whole or part)
shall be valid unless the transferee executes a Deed of Adherence (in a
manner as agreed under the Definitive Documentation), where such transferee
is not already a holder of any securities in the Company.

6.1.3. Thereafter, such third-party transferee shall be entitled to all rights and shall be
bound by all the restrictions of, and discharge all duties and obligations as set
out in this Agreement and the Definitive Documentation, as applicable to the
Investor prior to such transfer, on “as is” basis. A transaction charge of
Rs.50,000 shall be charged by the Company for assistance in undertaking such
transfer of securities.

6.1.4. Any transfer of Investor Securities which is contrary to the provisions of this
Agreement shall be null and void ab initio, and the Company shall not register
such a transfer and shall reject any such transfer made or attempted, suo moto.

6.2. Tag Along Right of the Investor: Without prejudice to other terms of this Agreement
/ Definitive Documentation, in the event that the holders of more than 75% of the
securities in the Company propose to sell their respective securities in the Company
(“Selling Holder”) to any third-party (whether in one or more than one successive

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 transactions which are part of one single global transaction), then the Investor shall be
entitled to require such Selling Holder to cause such third party purchaser to purchase
proportionate portion of the Investor Securities on the terms and in the manner as set
forth under the Investment Agreement.

6.3. Drag-Along Rights: Subject to other provisions of this Agreement, if at any time
75% (seventy five percent) of holders of securities in the Company (“Super-Majority
Holders”) elect to sell a majority of their securities to any person or group of persons
acting in concert (including one or more members) in a bona fide transaction or series
of related transactions for valid consideration, the Super-Majority Holders shall give
Notice of such sale (“Sale Notice”) to all remaining holders not participating in the
sale (collectively, the “Minority Holders”) not less than 30 (thirty) days prior to the
closing of such sale. The Sale Notice shall clearly state the estimated purchase price
of the sale. In connection with such sale: the Majority Holders will have the option
(“Drag-Along Option”) to compel the Minority Holders to sell all of their securities
the Company in such sale at the same price as the Majority Shareholders, which Drag-
Along Option shall be on the terms and in the manner as set forth under the
Investment Agreement.

6.4. Exit Protection: At any time after the Lock-in Period and subject to the other terms
of this Agreement and the applicable Definitive Documentation, the Investor shall
have the right to exit the Company in a manner as it deems fit individually or in
discussion with the other investors of the Company. At the time of such exit and in
order to give a fair valuation, the Parties agree to ensure that the same cap rate / yield
rate is applied to both the Company and the Mall Management Company, while
negotiating with any third-party buyer / investor, with respect to the aforesaid Unit.

6.5. New investor: Without prejudice to the other rights of the Investor contained herein,
the Company and existing shareholders of the Company (i.e., the Mall Management
Company) shall always have an exclusive right to admit any person as holder of
securities of the Company, who shall invest in the Company with such rights and
responsibilities as may be agreed upon between the existing shareholders and the new
investor.

7. INDEMNIFICATION

7.1. Indemnity by the Company: The Company shall indemnify, defend and hold
harmless the Investor from and against any and all direct claims / losses incurred by
the Investor, as a result of, arising from, or in connection with (a) any breach or
inaccuracy of any representation or warranty, covenant or undertaking of the
Company; or (b) fraud by the Company, to the maximum extent of the Subscription
Amount and for claim raised within 3 years from First Closing.

7.2. Indemnity by the Investor: The Investor shall indemnify, defend and hold harmless

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 the Company and its respective directors, officers, representatives, employees and
agents (collectively the “Indemnified Person”) from and against any and all claims /
losses incurred by the Indemnified Person(s), as a result of, arising from, or in
connection with or relating to (a) any breach or inaccuracy of any representation or
warranty, covenant or undertaking provided of the Investor; or (b) fraud by the
Investor.

8. REPRESENTATIONS AND WARRANTIES

The Parties hereby represent, severally and not jointly, to the other Parties hereto that:

8.1. Such Party has the full power and authority to enter into, execute and deliver this
Agreement and to perform the transactions contemplated hereby and, such Party is
duly incorporated or organized with limited liability and existing under the laws of the
jurisdiction of its incorporation or organisation.

8.2. The execution, delivery and performance of this Agreement by such Party and the
consummation of the transactions contemplated hereby will not (i) violate any
provision of the organizational or governance documents of such Party, (ii) require
such Party to obtain any approval, of any governmental authority or any other Person
pursuant to any instrument, contract or other agreement to which such Party is a party
or by which such Party is bound, other than any such consent, approval, action or
filing that has already been duly obtained or made, (iii) conflict with or result in any
material breach or violation of any of the terms and conditions of, or constitute (or
with notice or lapse of time or both constitute) a default under, any instrument,
contract or other agreement to which such Party is a party or by which such Party is
bound, (iv) violate any order, judgment or decree against, or binding upon, such Party
or upon its respective securities, properties or businesses, or (v) violate any applicable
laws.

8.3. It is not subject to any insolvency proceedings with respect to part or all of its
respective assets or undertakings nor has it received any notice of any insolvency
proceedings to be commenced or initiated against it, with respect to part or all of its
assets or undertakings.

9. CONFIDENTIALITY

The Investor agrees and undertakes that it shall keep (a) the existence and terms of
this Agreement and the Definitive Documentation; (b) all information and other
materials in relation to the Proposed Transaction and the transactions contemplated by
this Agreement / Definitive Documentation; (c) all information in relation to the
Company its affiliates and representatives (collectively “Confidential Information”)
confidential and shall not divulge the Confidential Information to any other Person or
use the Confidential Information, other than for carrying out the purposes of this

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 Agreement.

10. TERM AND TERMINATION

10.1. This Agreement shall become effective immediately on execution and shall, remain
valid and binding on the Parties until the Agreement is terminated in accordance with
the terms hereof.

10.2. This Agreement shall be terminated, upon the happening of any of the following
events, in the manner and to the extent stated below:

10.2.1. The Parties may mutually agree to terminate this Agreement at any time prior
to the Long Stop Date.

10.2.2. This Agreement shall stand terminated automatically upon execution of

Definitive Documentation capturing the agreed terms under this Agreement.

11. GOVERNING LAW AND DISPUTE RESOLUTION

11.1. Governing Law: This Agreement shall be governed by, interpreted, and construed in
accordance with the laws of India and courts at Chennai shall have exclusive
jurisdiction.

11.2. Dispute Resolution: In case of any disputes arising in connection with this
Agreement, the disputing Parties shall use all reasonable endeavours to negotiate with
a view to resolving the dispute amicably. Failing such resolution within 15 (fifteen)
days of the dispute, the same shall be referred to arbitration of a sole arbitrator to be
mutually appointed by the disputing Parties. The place of arbitration shall be at
Chennai, India. The arbitration proceeding shall be governed by the Arbitration and
Conciliation Act, 1996 and shall be in the English language. The arbitrator/arbitral
panel shall also decide on the costs of the arbitration proceedings. The award of the
arbitral tribunal shall be final and conclusive and binding upon the Parties.

12. MISCELLANEOUS

12.1. Notices: Any notice to any Party shall be in writing and posted, delivered personally
or sent by courier, registered or certified mail or facsimile transmission to the address
as specified herein below and for proving service by such Party it shall be sufficient to
show that the envelope containing the notice was properly addressed and
posted/delivered/sent to the said address/facsimile number. Additionally, the Parties
shall be entitled to send Notices by e-mail.

If to Investor:

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 Address: [●]
E-mail: [●]

If to the Company:
Address: [●]
E-mail: [●]

If to the Mall Management Company:

Address: [●]
E-mail: [●]

12.2. No partnership or Agency. Nothing in this Agreement (or any of the arrangements
contemplated by it) shall be deemed to constitute a partnership between the Parties,
nor, except as may be expressly set out in it, constitute any Party as the agent of
another Party for any purpose, or entitle any Party to commit or bind another Party in
any manner
.
12.3. Specific Performance: The Parties herein shall be entitled to an injunction,
restraining order, right for recovery, suit for specific performance or such other
equitable relief as a court of competent jurisdiction may deem necessary or
appropriate to restrain the other Parties from committing any violation or enforce the
performance of the covenants, representations and obligations contained in this
Agreement.

12.4. Costs and Expenses: Each Party shall bear its own costs in connection with the
transaction contemplated under this Agreement except as otherwise provided by this
Agreement. Provided however that, where applicable stamp duty, taxes (property tax /
goods and services tax / tax deducted at source etc), tenant management fee, and such
other statutory dues are charged to the Company, the Parties agree that the same shall
be borne by all the shareholders and debenture holders in proportion to their
respective contribution to the Company

12.5. Force Majeure: In no event shall any Party be held liable for any failure or delay in
the performance of its obligations hereunder arising out of or cause by, directly or
indirectly, forces beyond control including without limitation, strikes, accidents, acts
of wars, terrorism, nuclear or natural catastrophes, act of God, epidemic or pandemic.

12.6. Entire Agreement: This Agreement sets out the entire Agreement and understanding
between the Parties with respect to the subject matter of it and supersedes all prior
agreements, discussions and correspondence, which shall not have any further force or
effect.

12.7. Amendments: This Agreement may be amended only by an instrument in writing

signed by duly authorized representatives of each of the Parties.

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12.8. Severability: Each of the provisions and restrictions as set out in this Agreement is
separate and distinct and is to be construed separately from the other such restrictions.
However, if any such restriction shall be found to be void or unenforceable, but would
be valid or enforceable if some part of it were deleted or the period or area of
application reduced, such restriction shall apply with such modifications as may be
necessary to make it valid. If any provision of this Agreement is held to be invalid or
unenforceable, it shall not invalidate the remaining provisions of this Agreement.

12.9. Waivers and Remedies: No failure or delay by the Parties in exercising any right or
remedy provided by applicable law under or pursuant to this Agreement shall impair
such right or remedy or operate or be construed as a waiver or variation of it or
preclude its exercise at any subsequent time and no single or partial exercise of any
such right or remedy shall preclude any other or further exercise of it or the exercise
of any other right or remedy. The rights and remedies of the Parties under or pursuant
to this Agreement are cumulative, may be exercised as often as such Party considers
appropriate and are in addition to its rights and remedies under Law.

12.10. Counterparts: This Agreement may be executed in any number of counterparts and
by the Parties to it on separate counterparts, each of which shall be an original but all
of which together shall constitute one and the same instrument. The delivery of signed
counterparts by facsimile transmission or electronic mail in ‘portable document
format’ (‘.pdf’) shall be as effective as signing and delivering the counterpart in
person.

12.11. Survival: The termination of this Agreement shall in no event terminate or prejudice
any right or obligation arising out of or accruing under this Agreement attributable to
events or circumstances occurring prior to such termination. It is further agreed that
the provisions that by their nature should survive termination of this Agreement shall
continue to so survive.

IN WITNESS WHEREOF the Parties have signed this Agreement by the respective
authorised signatories on the above-mentioned date month and year in the presence of
witnesses: -

Osian Property Arcane Properties Private Investor

Management Services Limited
Private Limited

______________ ______________ ______________

Name: Name: Name:
Title: Title: Title:

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Witnesses: -

1. _______________ 2. _______________

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 Schedule 1 | Shareholding Pattern of the Company as on Execution Date

S. No. Particulars Details

1. Arcane Properties Private Limited 100%
2. Other Investors 0%

Schedule 2 | Details and Description of the Units

Particulars Remarks

Location Citizen Square Mall, SPR City, Perambur, Chennai

Name of lessee Trent Limited (Westside)

Leasable area Covered area 27,428 sq ft, Chargeable area 45,713 sq ft

Lease term 21 years (3 years lock in and 6 months’ notice period)

Basic License Rs. 102/ sq ft on covered area (escalation of 15% every 3 years
fees on last paid license fees)

Turnover 8.5% of the net sales (i.e., net of taxes and discounts)
rental (%)

Schedule 3 | Principal Terms of the CCDs

Topic Particulars

Face Value CCDs shall have a face value of Rs. [●]/- each.

Interest CCDs shall carry an interest of 14.17% starting from the month
of January 2022 upto two years of obtaining completion
certificate by the Company and shall be "pay as able" basis
thereafter. This rate could be altered by the Board and will be
paid at monthly rests. The Board shall undertake a decision on
the payment of the interest based on availability of free cash
flows in the Company. Interest would be accrued on an annual
basis.

Term CCDs shall have a maximum tenure of 10 years and can be

reduced by such period as decided by the Board.

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 Topic Particulars

Conversion Each CCD will be automatically and compulsorily converted

into 1 fully paid equity shares of the Company with a of face
value of Rs. 10 each, on completion of 10 years, subject to any
changes in the conversion terms subsequent to the allotment of
CCDs.

Schedule 4 | Other Details of Investment

S. No. Particulars Details

1. Purchase Consideration [●]
2. Subscription Amount [●]

Schedule 5 | Remittance schedule for CCD Subscription

The investor shall remit the subscription amounts in 2 tranches as follows, and the
proportionate number of CCDs shall be issued and allotted by the Company within
60 days of realization of subscription amount in the bank account.

Tranche. Details of amount of Due date

No. subscription
1. Rs. 100,000 At the time of booking. Commented [VV1]: To be confirmed by SPR team

2. Remaining subscription Within one month of aforementioned

amount payment.

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