PURCHASE AGREEMENT

This Agreement, made and entered into this 22nd Day of January 2024 by and between Vinod Motwani
and Veena Motwani and VAIKUNTH 5 INC, a Michigan Corporation, at 1565 BOYD ST, TROY, MI
48083, hereinafter referred to as “Seller” and Samuel and Swarna Yeditha and GILGAL FOODS LLC,
a Michigan Corporation herein after referred to as “Purchaser”.

WITNESSTH:

WHEREAS, Seller owns and operates a restaurant business located at 2907 East Big Beaver Road,
Troy, Michigan 48083, which is operated under the franchise name of “SUBWAY, Store#12526”,
hereinafter referred to as the “Business”; and

WHEREAS, Seller desires to sell certain assets and rights in the Business upon and subject to the
terms, provisions and conditions hereinafter set forth, and Purchaser desires to acquire the same,
including the name of the Business.

NOW, THEREFORE, in consideration of the mutual agreements and covenants hereinafter set forth, IT
IS AGREED by and between the parties here to as follows:

1. Transfer of Assets: Subject to the provisions and conditions of this Agreement, on the Closing date,
Seller will assign, convey, transfer and deliver to Purchaser, all of the goodwill of the Business and
certain assets and rights, as follows:

A. The Business name and telephone number, customer lists, files, records and any and all other
tangible assets of or pertaining to Seller’s Business;

B. The equipment, furniture and fixture used in the operation of the Business, and seller guarantees
that all equipment currently at this location, used in the operation of the business, will remain at this
location, including all detached and attached signs used in the business.

C. Excluded from this sale and purchase are all assets of Seller not specifically listed herein,
including but not limited to accounts receivables, cash, notes receivable, deposits and prepaid accounts.

D. Purchaser will contact IPC, Coca Cola, and Dr Pepper for proration of refund. The same will be
done for utilities and food suppliers.

2. Purchase Price- Allocation. Subject to the provisions and conditions of this agreement, as full
consideration for the assets, Purchaser shall pay a total price of Forty Five Thousand and No/100ths
($45000.00) Dollars.

A. Seven Thousand and No/100ths ($7000.00) Dollars as a nonrefundable deposit, upon

3. Liablities, Unpaid Taxes- Seller covenants and agrees that it will pay, indemnify and hold Purchaser
harmless from all the taxes, Federal, State and local, vendors, suppliers, and utilities consumed, which
are due and owing on account of the operation of the Business up to the date of consummation of the
sale, and Seller and Purchaser agree that all the rent and current personal property taxes on the personal
property being sold hereunder, shall be adjusted and prorated as of the date of Closing.

4. Bill of sale and Bulk Sales (Sworn list of Creditors) Affidavit. At the time of closing, Seller shall
provide Purchaser Bills of Sale as is related to the equipment, leasehold improvements, furniture and
fixtures, as well as Sworn List of Creditors/ Bulk Sales Affidavit, listing any and all creditors as they
relate to the Business being sold and specifying any amounts that are then due and owing to any
creditors which amounts shall be paid at Closing.

5. Seller’s Warranties and Representations: Seller represents and warrants to Purchaser that to the best
of Seller’s knowledge, information and belief:

A. Seller has good and marketable title to the Assets and the same are not subject to any
mortgages, liens, security interests, and/or other encumbrances, except as otherwise disclosed herein.

B. There are no actions, suits or proceedings pending or threatened against or affecting Seller, at
law or in equity, before any court or any federal, state, municipal or government department,
commission, board, bureau, agency, authority or instrumentally, that would materially adversely affect
the Business, its assets or the ability of Seller to consummate the transfer of the assets.

C. Seller shall maintain its business and the business assets in its normal and customary fashion
from the date hereof to the closing of this transaction.

6. Contingencies- The Closing of this Agreement is contingent upon the execution of an Assignment of
Lease for the business premises. Buyer will pay the Transfer fee. Buyer assumes responsibility for any
other fees required by Subway Corporation related to this sale.

7. Default: If Purchaser defaults, Seller may declare forfeiture and retain the deposit as liquidated
damages in full termination of this agreement, or at Seller’s option, elect any other remedy allowed by
law. If Seller defaults, Purchaser may be written notice, elect to enforce the terms of this agreement, or
demand and be entitled to, an immediate refund of Purchaser’s entire deposit, in full termination of this
Agreement.

8. Brokers and Finders: Each party represents and warrants that all negotiations related to the
Agreement have been carried on by and between the parties hereto, without intervention of any broker
and finder and each party shall indemnify and hold the other party harmless against and in any respect
to any claim for any brokerage or other commissions related to this Agreement.
9. Closing Date: The Closing date referred to herein shall be a date and time Mutually agreed upon by
the parties hereto.

10. Severability: In the event any party of this Agreement for any reason is declared invalid, such
decision shall not affect the validity of the remaining portion, which remaining portion shall remain in
full force and effect as if this Agreement had been executed with the invalid portion eliminated.

11. Powers and Rights Not Waived: No delay or failure on the part of any party to this Agreement shall
operate as a waiver of any provisions, condition or term hereof.

12. Survival of Representations and Warranties: All representations and warranties made hereunder by
the parties hereto shall survive the closing.

13. Assignment: All the terms of this Agreement will be binding upon and inure to the benefit of and be
enforceable by the respective successors and assigns of Seller and Purchaser herein.

14. Construction: This Agreement will be governed by and constructed and enforced in accordance
with the laws of the State of Michigan.

15. Rent: The revised rent for the subway is $3200 per month. The buyer will negotiate with the
landlord for the rent revision. If the buyer and the landlord don’t come to any agreement then the buyer
may not proceed further and the seller (VAIKUNTH 5 INC) will refund the deposit $7000.00.

16. Entire Agreement; Modifications: This Agreement contains the entire agreement between the
parties with respect to the transactions contemplated herein. Neither of the parties has relied upon any
oral representations or oral information given to it by any representative of the other on its behalf. This
Agreement shall not be amended or otherwise modified except by a writing signed by the parties
hereto.
 IN WITNESS WHEREOF, the parties hereto have caused this Bill of Sale to be duly executed
as of the day and year first above written.

Buyer Seller

By: By:

Name: Name:

Title: Title:

Buyer Seller

By: By:

Name: Name:

Title: Title: