Exhibit 10.5 MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding is entered into on this 15th day of April, 2013 BETWEEN Amit Seth r/o. B-10, Sector 40, Noida, hereinafter called the First Party, which expression shall unless repugnant to the context or meaning thereof be deemed to include his legal heirs, executors, administrators, successors and assigns AND M/s Pure Guar India Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at C-1116, Darya Ganj, Opposite Happy School, New Delhi- II0002, through its Authorized Signatory, hereinafter called the SECOND PARTY, which expression shall unless repugnant to the context or meaning thereof be deemed to include its legal heirs, executors, administrators, successors and assigns. WHEREAS the First Party being desirous of agricultural farming, surveyed and persuaded several land-owners, to agree to give their agricultural lands for cultivation, on annual THEKA (Contract), in different areas of District Hanumangarh, Rajasthan, to the First Party. AND WHEREAS the Second Party, having adequate resources, finance and necessary expertise in the field of commercial plantation (especially development and production of seeds), was intending to carry out agricultural farming on bulk lands, with modern advanced techniques and technologies available. Therefore, the Second Party approached the First Party for carrying out agricultural farming (for development and production of seeds), jointly and/or severally, initially on an area of about 200 Bighas (50 Hectares approximately) of agricultural lands, by arranging to take them on annual THEKA (Contract), which was principally agreed by the First Party, who proceeded and arranged to accumulate agricultural lands totaling to approximately 200 Bighas (50 Hectares) in District Hanumangarh, Rajasthan, as detailed in Schedule A (hereinafter referred to as "the said agricultural lands"), on annual THEKA (Contract), for agricultural farming, for a period of 1 year commencing from April 13, 2013 up till April 12, 2014. The First Party has lawfully gathered together, held and taken possession of, or has otherwise become well and sufficiently entitled to undertake agricultural farming upon, the said agricultural lands, as detailed in Schedule A hereto, on the basis of the representations and assurances of the Second Party. AND WHEREAS now both the First Party and the Second Party have agreed to jointly carry out agricultural operations in consonance with the terms of conditions initially agreed with the individual land owners, for occupying and use of the said agricultural lands, prior to the execution of these presents, as well as, those contained herein and on the terms and conditions mutually agreed between the Parties herein and appearing hereinafter. AND FURTHER WHEREAS both the First Party and the Second Party are entering into this Agreement to reduce the terms and conditions mutually agreed in respect of the said agricultural lands in writing. NOW THIS AGREEMENT WITNESSETH and it is hereby agreed by and between the Parties hereto as follows: <PAGE> 1. THAT the First Party has arranged to take agricultural lands, totaling to approximately 200 Bighas (50 Hectares) in District Hanumangarh, Rajasthan, as detailed in Schedule A, on annual THEKA (Contract), for agricultural farming, for a period of 1 year commencing from April 13, 2013 up till April 12, 2014, and has agreed to jointly/severally co-occupy and use the said agricultural lands with the Second Party for carrying out agricultural farming for said period of one year commencing from April 13, 2013 up till April 12, 2014. 2. THAT the Second Party has agreed to give minimum worth Three (3) Quintals Guar (seeds/crop) per Bigha in the crop to be produced (as presently Guar is to be sown on the said agricultural lands) being the share of First Party in agricultural farming (to be) carried out jointly / severally by both parties, or its money-worth, as mutually decided, on or after harvesting / reaping of crop in October/November of 2013, and has therefor, paid a sum of Rs. 45 Lacs to the First Party as advance, for meeting out incidental expenses, costs etc. incurred towards arranging the said agricultural lands and other such ancillary matters. The said advance amount paid to the First Party shall be adjusted form his overall share (in the Guar crop to be harvested) at the time of harvesting / reaping of crop in October/November of 2013, who would either be given his remaining share in the crop or its money worth, as may be mutually decided. 3. THAT the Second Party shall not be responsible for payment of any municipal taxes, viz. Abiayana, Revenue, in respect of the said agricultural lands. However, the Second Party shall be solely liable for usual taxes, levies etc. as applicable on sale of crops. 4. THAT the expenses towards seeds, electricity & water charges, fertilizers, sowing, weeding, cultivating, reaping and all or any incidental work for producing crops on the said agricultural lands, for carrying out agricultural farming thereupon, will be paid by the Second Party. However, all such expenses shall be duly adjusted / reckoned against value of crops produced, so as to ascertain net income / profit from farming, if any, and for sharing between the First Party and the Second Party in terms of clause 2 hereinabove. 5. THAT the Second Party shall be allowed to use and co-occupy the said agricultural lands only for undertaking agricultural farming and for no other illegal or immoral purposes, during the period of this agreement, subject to due adherence to the terms and conditions herein contained. 6. THAT the Second Party shall be responsible for engaging any temporary or permanent labour or other staff and for employing farming equipments of its own or by taking on hire, for carrying out agricultural farming on the said agricultural lands, and all or any costs in this behalf. 7. THAT the Second Party will not be entitled to transfer the benefit of this agreement to anybody else and/or will not be entitled to allow anybody else to use and occupy the said agricultural lands, or any part thereof. Nothing in this agreement shall be deemed to grant a lease or tenancy and the Second Party agrees and undertakes that no such contention shall be taken up by it at any time. 8. THAT the Second Party shall not be deemed to be in the exclusive occupation of the said agricultural lands, which shall always be deemed to be under co-occupation and use along with the First Party. First Party shall be entitled to enter upon the said agricultural lands, at any time, to inspect or assist the farming jobs on the said agricultural lands. 2 <PAGE> 9. THAT the Second Party shall fully co-operate with the First Party in maintaining the said agricultural lands in good condition and will not cause any harm thereto. If any harm or damage is caused to the said agricultural lands or any part thereof by the Second Party or by its employees, servants or agents, the same will be made good by the Second Party at its own cost, either by rectifying the damage or by paying cash compensation, as may be determined by the First Party. 10. THAT if the Second Party commits a breach of any term of this agreement, then notwithstanding anything herein contained, the First Party will be entitled to terminate this agreement by giving 30 days prior notice to the Second Party. 11. THAT on the expiry of the said term i.e. on April 12, 2014 or earlier termination thereof, the Second Party shall peacefully give the possession of the said agricultural lands to the First Party in the same condition in which the scheduled property now exists. Occupation of the Second Party on said agricultural lands after such termination will be deemed to be that of a trespasser. IN WITNESS WHEREOF the parties herein have affixed their respective signatures to this agreement at New Delhi on this 15th day of April, 2013, in presence of the witnesses: THE FIRST PARTY THE SECOND PARTY WITNESSES: 1. 2. 3
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Guar Global (GGBL) Inactive 8-KEntry into a Material Definitive Agreement
Filed: 2 Aug 13, 12:00am