Binding Memorandum of Understanding ("MOU") executed between IsmartU India Private Limited ("IIPL") and KHY Electronic India Private Limited ("KHY") wherein IIPL will acquire Assets from KHY for an amount of INR 133 Crores excluding applicable taxes, subject to necessary adjustments in terms of due diligence and satisfactory completion of conditions precedent as set out in MOU and signing of definitive agreements.