SETTLEMENT AGREEMENT

This SETTLEMENT AGREEMENT (hereinafter referred to as

“Agreement”) is made and executed in Pune and shall be effective

as of __________, 2023 (hereinafter referred to as “Effective Date”)

BY AND BETWEEN

MARRAKESH HOSPITALITY PRIVATE LIMITED a

company registered under The Companies Act, 2013 and having

its Registered Office located at BL-A14,FL -401, GANGA

NEBULA,VIMAN NAGAR PUNE Pune MH 411014 IN, hereinafter

referred to as “Party No 1”, which expression shall, unless

repugnant to the context or meaning thereof, be deemed to include its

promoters, directors, successors, nominees, and permitted assigns;

AND

Ashish Deida of Ashish Traders a company registered under

The Companies Act, 2013 and having its Registered Office located

at Market Yard, Pune, hereinafter referred to as “Party No 2”, which

expression shall, unless repugnant to the context or meaning thereof,

be deemed to include its promoters, directors, successors, nominees,

and permitted assigns;

MARRAKESH HOSPITALITY PRIVATE LIMITED and Ashish

Deida of Ashish Traders shall be are hereinafter individually referred

to as a “Party” and collectively as the “Parties”.

entered into between the parties on ____________________, regarding

____________________________;

WHEREAS the Parties, by mutual concessions, wish to enter into the

present Settlement Agreement in order to entirely, finally and

definitively settle and end all past, present and future disputes between

them, existing at present, or existing between them or between their

Affiliates in the future based on facts or elements which occurred prior

to the Effective Date and which are in connection with the above-

mentioned _______________ agreement, its conclusion, execution

(performance), interpretation, validity, application or termination;

DEFINITIONS: Unless repugnant to any law for the time being in

force, the words appearing in this Agreement shall convey the meaning

and interpretation as envisaged hereunder:

i. “Affiliate” means in relation to either party:

a) its Parent Company; or

b) any Subsidiary of the party or its Parent Company,

c) in each case from time to time.

ii. “Agreement” means this Settlement Agreement.

“controlled by” and “under common control with”) means

that (i) a person or company has the power to appoint the

majority of the members of the board of directors of

another company, or (ii) a person or company holds or

controls the majority of the voting stock of the controlled

entity, or (iii) a person or company has the power to

secure, directly or indirectly, by means of the holding of

shares in or the possession of voting power pertaining to

the controlled entity, that the affairs of the controlled

entity are conducted in accordance with the wishes of the

controlling person or company, or (iv) a person or person

has, by virtue of any other arrangements, the power to

conduct the affairs of the controlled company in

accordance with their wishes.

iv. “Dispute” has the meaning given to it in Article 2.

v. “Effective Date” means the date mentioned above; if no

date is mentioned above, the Effective Date shall be the

date of execution (“ondertekening”) of the present

Agreement.

vi. “Party” or “Parties” refers to a party or the parties to

this Agreement.
vii. “Settlement Amount” has the meaning given to it in

Article 3.

viii. “Subsidiary” means a company in which another

company beneficially holds shares carrying the majority

of votes at a general meeting of the first mentioned

company.

NOW THEREFORE, The Parties hereby agree to enter into

this agreement and perform their respective obligations on the

following terms and conditions:

1. TERMINATION OF DISPUTES:

i. The “Dispute” means any conflict, litigation, difference

of opinion, or legal proceedings existing at present, or

existing in the future on the basis of elements or facts

which occurred prior to the Effective Date, between the

Parties, their Affiliates, parties controlled by them,

parties controlling them, or any of their Subsidiaries, in

connection with the ***, its conclusion (formation),

execution (performance), interpretation, validity,

application or termination.

ii. The Parties hereby irrevocably agree that, subject to the

terms and conditions of this Agreement, the Dispute is

all pending court proceedings in any country, if any, in a

proper way, whereby each of the Parties shall bear their

own costs, if any, including but not limited to all costs of

the past incurred in connection with the Dispute.

iii. The Parties confirm that they will terminate all pending

proceedings, if any, in such a way that the lawsuit can

never be initiated again, i.e. by waiving the right on

which the lawsuit was based, if at all possible in the

relevant jurisdiction.

iv. The Parties explicitly agree that they will not bear any

liability or responsibility towards each other in case any

of the Parties would suffer any adverse effect as a direct

or indirect consequence of the Dispute.

v. The Parties declare that none of them owes any of the

other Parties any amount of money as of the execution of

the present Agreement in accordance with its terms and

conditions, and more in particular after payment of the

Settlement Amount.

2. SETTLEMENT AMOUNT:

The following amounts (together constituting the “Settlement

Amount”) shall be paid to PARTY 2 in full and final settlement

of the Dispute:
 i. Rs. 30,00,000/- (THIRTY LAKHS) - amounts

paid in instalments as desired.

ii. Rs. 30,00,000/- (THIRTY LAKHS) - adjusted

against equity - share allotment (discounted at 25

percent from last round).

iii. The rest of the amounts will act as credit cycles

against a supply of Rs. 4,00,000/- (FOUR

LAKHS) per month to Ashish Traders.

3. RELEASE AND DISCHARGE: Subject to correct and

complete performance of their respective obligations under this

Agreement, each of the Parties hereby releases and discharges

the other – and/or their past or present employees, directors,

managers or agents – from any and all claims and causes of

action pursued by themselves, or their Affiliates or Subsidiaries,

on the basis of or in relation to any fact, element, document,

omission, action, transaction, event or fault which occurred prior

to the Effective Date.

4. CONFIDENTIALITY: The Parties agree to keep confidential

and not disclose to any third party the terms and conditions of

this Agreement or the existence thereof, except as is necessary

to effectuate any term or provision of this Agreement, including

any subsequent litigation to enforce this Agreement, or except as

required by law or court order.

entire agreement between the Parties with respect to the subject

matter hereof, and there are no inducements, representations,

warranties, or understandings that do not appear within the

terms and provisions of this Agreement. This Agreement may

be modified only by a writing signed by all Parties.

6. SEVERABILITY: If any of the provisions of this Agreement

become invalid, illegal or unenforceable in any respect under

any applicable law, the validity, legality and enforceability of

the remaining provisions shall not be affected or impaired in any

way.

7. BINDING EFFECT: This Agreement shall be binding on

the Parties, their successors in interest, and present and

future Affiliates, Subsidiaries, assignees or acquirers,

including any acquirer of substantially all of the assets of a

Party.

8. CHOICE OF LAW AND ARBITRATION CLAUSE:

i. This Agreement shall be construed, interpreted and

governed by the laws of India, without reference to

conflict of laws principles. Parties mutually and

unequivocally agree that the courts, tribunals and

jurisdiction to try and hear any matter or dispute that

arises between the parties.

ii. In case any dispute, difference or question arises and

cannot be settled mutually between the parties,

touching the intent, construction, meaning or effect

of this Agreement or any clause or anything herein

contained or the rights or obligations of the parties

hereto under this Agreement or otherwise

howsoever in relation to this Agreement, shall be

referred to a sole Arbitrator mutually agreed upon

and appointed by both the parties, and shall finally

be resolved by arbitration exclusively in Pune. The

provisions of Arbitration and Conciliation Act, 2015

and any statutory modification thereof for the time

being in force shall apply to such arbitration.

Arbitration proceedings shall be conducted in the

English language and costs and fees for Arbitration

proceedings shall be borne by the parties equally.

9. THIRD PARTY BENEFIT: Nothing herein contained is

intended, not shall be construed to confer upon any third

party any right, remedy, claim under or by reason of this

Agreement.
 10. ASSIGNMENT: No Party shall assign this Agreement

without the prior written consent of the other party.

11. NOTICE: Any notice or other information required or

authorised by this Agreement to be given by one Party to

another may be given by hand or sent by registered Post, in

writing, to the other Party at the address referred to in this

Agreement or at such other address as the Party may, from

time to time, notify the other Party.

READ, AGREED AND SINGED UPON BY THE PARTIES OR

BY THEIR DULY AUTHORISED REPRESENTATIVES

FOR GREENPARK FOR XYZ

Signature: Signature:

Name: Name:

STAMP: STAMP:

WITNESS: WITNESS:

Signature: Signature:

Name: Name: