LEASE DEED

This Lease Deed (hereafter referred to as the “Deed”) is made at _______ on this ………. day of July,
2014

BETWEEN

M/s _______ a Company incorporated under the provisions of the Companies Act, 1956, with its
registered office at _________ (hereinafter referred to as the “Lessor”, which expression shall, unless it
be repugnant to the context or meaning thereof, be deemed to include its successors-in-interest and
permitted assigns) and acting through its authorized signatory, of the FIRST PART;

AND

M/s _________ a Company incorporated under the provisions of the Companies Act 1956, and having
its registered office _________ (hereinafter referred to as the “Lessee”, which expression shall unless it
be repugnant to the context or meaning thereof, be deemed to include its successors and permitted
assigns) acting through its Director, duly authorized signatory of the Lessee, of the SECOND PART.

The “Lessor” and the “Lessee” are hereinafter collectively referred to as the “Parties” and singly as a
“Party”.

WHEREAS:

A. The LESSOR has been allotted a plot of land admeasuring _______ sq. mtrs. bearing No. ____in
_____ (hereinafter referred to as “Plot”) by the _______ Development Authority (hereinafter
referred to as “______”) on a leasehold basis for developing the said Plot for IT / ITES purposes,
pursuant to a lease deed dated ________ (hereinafter referred to as “Lease Deed”).

B. The Lessor is the lawful lease rights holder and being in due possession of the said Plot and the
Building constructed thereon and is competent to give on sub-Lease basis the said Building or part
thereof and also competent to execute Lease Deed in favour of the prospective Lessees.

C. The Lessor has developed the said Plot, in the name and style of ______ by constructing thereupon
a multistoried Complex (hereinafter referred to as the “Complex”) And is desirous of letting out
certain portion of Tower A in the said complex on lease basis.

D. The Lessee has approached the Lessor and shown interest to take on lease basis on area
admeasuring ____ sq.ft. of super area (equivalent to ____ meters) situated at Eighth Floor of
Tower No. A of the said Building more specifically shown in Annexure–A attached herewith
(hereinafter referred to as the “Demised Premises”). The said Tower is hereinafter referred to as
the “Base Building”. The Lessor has agreed to give the said permission on Lease basis to the
Lessee over the demised premises on the terms and conditions as contained hereinafter.

E. The Lessor has assured the Lessee that it possesses the copies of all title documents pertaining to
Land and also the copies of the sanctioned building plans, Occupancy certificate, rent permission
dated ______ and other documents pertaining to the construction/occupation in respect of the Base
Building and the Complex and in respect of the Land, Base building and the Demised Premises
and otherwise with regard to the usage of the Land and the Complex including the Demised
Premises as per the existing rules, regulations and byelaws of ____ and further assures to keep the
same under good service for the period of lease deed.

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F. The Lessor shall take the rent permission for the Demised Premises in the name of Lessee from the
concerned Authority as required and any charges paid thereof, shall be borne by the Lessor alone.

NOW THEREFORE, THIS DEED WITNESSETH AS UNDER:

ARTICLE - 1
DEFINITION OF AREA

1.1 “Super Area” as used in this Deed shall mean and include – the total area for which Lease Rent
shall be charged including the sum of Food Court, area of the Demised Premises and its pro-rata
share of Common Area in the entire said building.

1.2 “Common Area” shall mean all such parts/ areas in the Building which the occupants of the
Building shall use by sharing with other allottees / occupant in the said Building including
entrance canopy and lobby, lift lobbies (not lift wells), stilt area, atrium, corridors and passages,
area of cooling towers, security /fire control room(s), lift shafts, all electrical shafts, D.G. shafts,
AC shafts, pressurization shafts, and rooms, refuge areas, lift machine rooms, water tanks, electric
substation and transformers. In addition, entire services area in basement including but not limited
to D.G. set rooms, AC plant room underground water and other storage tanks, pump rooms,
maintenance and service rooms, fan rooms and circulation areas, terraces if any etc. shall be
counted towards Common Area.

1.3 “Carpet Area” as used in this Deed shall mean and include the entire area enclosed by its
periphery walls internal dedicated staircases, toilets area and any other dedicated areas like lift
lobby/lobby, electrical rooms, telecom rooms and AHU rooms excluding any common lobbies,
elevator and staircase areas, lift shafts, shafts etc., which form integral part of Demised Premises.
1.4 The efficiency ratio shall be 70% (+/-2%) of the Super Built Area.

ARTICLE - 2
LEASE TERMS, LEASE RENT, USE OF THE PREMISES

2.1 The Lease of the Demised Premises shall commence with effect from July …., 2014 (“Lease
Commencement Date”) and will remain valid until expiry of 05 (Five) Years from such Lease
commencement date (the “Initial Term”) i.e., till July 2019.

2.2 The term of the Lease may be renewed, at the mutual agreement of the parties, for additional term
of 05 (Five) Years(the “Renewal Term”) after the expiry of the Initial Term as may be agreed
between the parties subject to Lessee choosing to give intimation for the renewal in writing before
the expiry of the Initial Term by giving a prior 90 days notice And the Lessor shall respond to the
same within 2 weeks of receipt whereof so that Lessee may make alternate arrangements if
negotiations for renewal do not materialize.

2.3 Lease Rent for the Demised Premises shall be payable from the date of handover of possession of
the Demised Premises in fully furnished conditions after carrying Fit-outs by Lessor with effect
from November 1, 2014 (herein after referred to as the “Rent Commencement Date”).

2.4 The Lease Rent payable for the Lease of the Demised Premises shall be calculated at Rs.50/-
(Rupees Fifty Only) per sq. ft. per month (herein referred to as the “Lease Rent”) on the Super
Area admeasuring _____ sq. ft.. The payable Lease Rent shall be subject to the deduction of tax at
source as may be applicable. It is, however, clarified that the Service Tax, and/or any other tax,

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 duty, levies, charges of similar nature or description if levied or imposed by the government in
future in relation to licensing/leasing of the Demised Premises shall be borne by the Lessee alone.
Any escalation in taxes shall be payable by the Lessee during the term of the Lease.

2.5 The Lessee shall make the payment of monthly Lease Rent on/before the 10 th day of each calendar
month in advance (herein referred to as “the Due date”). In the event of any delay in the payment
of the Lease Rent within /beyond the Due Date, the Lessee shall be liable to pay interest on such
outstanding payment @ 9% per annum calculated from the date when the payment of the dues, if
any, towards any heads.

2.6 The Lessor shall provide 16 free car parking slots to the Lessee. Any additional car parks, if
available, will be allowed on payment of extra charges of Rs. ____ per slot per month. The parking
rates are subject to change as per sole discretion of the Lessor or the maintenance agency.

2.7 Subject to timely payment of the Lease Rents, maintenance charges, electricity charges, the Lessee
complying with the terms of this Lease and performing all its obligations laid out in this Deed, the
Lessor will allow peaceful, uninterrupted and exclusive access of the Demised Premises to the
Lessee, its employees, agents and customers during the entire term of this Lease Deed including
the extended terms. The Lessee may place / appoint its personnel for the security of the demised
premised and its contents.

ARTICLE - 3
SECURITY DEPOSIT

3.1 The Lessee shall pay a refundable and non-interest bearing Security Deposit of Rs. ______ which is
a sum equivalent to 05 (Five) month’s Lease Rent for the Demised Premises towards “Interest
Free Refundable Security Deposit” (herein referred to as the “IFRSD”), which has been/shall be
paid in following manner:

a. A sum of Rs._____ in advance i.e amount equivalent to One month’s Lease Rent has been
paid by Lessee to the Lessor, the receipt of which is hereby acknowledged by the Lessor.

b. A sum of Rs.______ i.e amount equivalent to Two months Lease Rent has been paid in
advance by Lessee to the Lessor on execution of this Deed the receipt of which is hereby
acknowledged by the Lessor.

c. Balance sum of Rs._________ i.e amount equivalent to Two months Lease Rent shall be
paid by Lessee to the Lessor on handing over of the Demised premises in terms of Article
4.1 of this Deed.

3.2 The said IFRSD shall always be maintained by the Lessee to make it equivalent to the required
Lease Rents and in case of increase of such Lease, the Lessee shall make the payment of deficient
amount within 15 days of such amount falling deficient.

3.3 The IFRSD amount shall be refunded by the Lessor to the Lessee simultaneously on handing over of
the actual vacant, physical and peaceful possession of the Demised Premises by the Lessee to the
Lessor upon expiry or earlier termination of the Lease Deed subject to adjustment of amounts, if
any, that are due and payable under the Deed and Maintenance Agreement by the Lessee to the
Lessor or the maintenance agency. For this purpose, the Parties shall jointly inspect the Demised
Premises on the day of vacating the Demised Premises by the Lessee with a view to identify any

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 damage caused to the Demised Premises (reasonable wear and tear excepted) which has to be
made good by the Lessee. In case the same is not refunded to Lessee within 15 days’ of receipt of
vacated and peaceful possession of Demised Premises. The Lessor shall be liable to pay interest @
24% p.a. on the IFRSD for the period of default.

3.4 In the event that the Lessor fails to refund the IFRSD as mentioned above in Article 3.2, at the time
the Lessee has handed over the actual vacant peaceful possession of the Demised Premises, the
Lessee shall be entitled to retain the possession of the Demised Premises without payment of
Lease Rent until the Lessor has refunded the IFRSD.

ARTICLE - 4
RENEWAL, FIT-OUT PERIOD, ESCALATION & LOCK-IN-PERIOD

4.1 Fit-Out Period: The Lessor shall carry out the Fit Out work in the Demised Premises at its own cost
and expenses as per the lay-out provided by the Lessee as per the specifications given in Annexure
B signed and executed as on the date of execution of this Deed. The Possession of the demised
premises shall be handed over to the Lessee on / before November, 2014.

4.2 Escalation in Lease Rent: There shall be an escalation at a fixed rate of 15% on the last paid Lease
Rent after expiry of every 3 years (i.e. 36 months) from the Lease Commencement Date, payable
during the immediately preceding month during the tenure of the Lease.

4.3 Lock-in-Period: There shall be a Lock-in-period of 60 months (the “Lock-in period”), starting from
the Lease Commencement Date during which the Parties shall not be entitled to terminate this
Deed. However, in case of default in payment of the Lease Rent, Maintenance Charges, electricity
charges and any other fees, charges by the Lessee, the Lessor, notwithstanding anything contained
herein to the contrary, shall be entitled to serve 30 days’ notice in writing on the Lessee to rectify
the default, failing which the Deed shall be terminated by the Lessor by serving 30 days written
notice on to the Lessee whereupon this Deed shall stand terminated even during the lock-in-period.

However, if the Lessee has taken another space from the Lessor, the Lock-in period agreed herein
shall be waived off by the Lessor.

4.4 Notice of termination: After the expiry of the Lock-in-period, the Lessee shall be entitled to
terminate the Deed by giving a written notice of three months in writing to the Lessor and on
expiry of said notice period, this Deed shall stand terminated.

ARTICLE - 5
PROVISION OF MAINTENANCE AND ITS CHARGES

5.1 The Lessor shall, in its sole discretion and without any interference or hindrance from the Lessee,
be entitled to manage, control and operate the Complex personally, or through the Maintenance
Agency.

5.2 The Lessor shall appoint a maintenance agency / property manager (“Property Manager and/ or
the Maintenance Agency”) for providing certain maintenance services which shall be more
specifically detailed (“Maintenance Services”) in the maintenance agreement to be executed
between the Lessee and the Maintenance Agency separately and in case of need the Lessor shall be
made as confirming party to the said agreement (“Maintenance Agreement”) and the Lessee will
be liable to pay monthly maintenance Charges (“Maintenance Charges”) to the Property
Manager in timely manner at such rate as may be agreed under the said maintenance agreement.

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5.3 In addition to the Lease Rent, the Lessee shall avail of maintenance services and pay maintenance
charges to the nominated maintenance agency for the keep and maintenance of the common areas,
equipment of the complex. The maintenance charges shall be payable from the Lease
Commencement Date till the subsistence of this Lease Deed.

5.4 Electricity & Power Back-up: The Lessor shall provide to the Lessee as part of the warm shell
Demised Premises with a connected load of 4.5 watts for every sq.ft. through separate/dual sub-
meter for the purpose of internal lightings and usage. Any additional power load required by the
Lessee shall be subject to availability at additional cost plus 10% mark-up of cost. The demised
Premises shall be backed-up with 100% power back-up through DG sets. Lessor shall ensure that
the common area is well lit and guarded. Lessor shall also ensure 24*7 uninterrupted water and
electricity supply in the Demised Premises. Fire safety equipment shall be installed by the Lessor
and the costs incurred in this regard shall be borne solely by the Lessor.

5.5 Lessee shall have right to improve the Demised Premises and install gadgets/ equipment. Lessee
shall be entitled to take along the same at the time of vacating the Demised Premises or shall be
liable for refund of an equivalent amount by the Lessor.

ARTICLE - 6
OBLIGATIONS OF LESSEE

6.1 The Lessee shall pay the Lease Rent, the Maintenance charges, electricity bills and all other sum,
payable for Demised Premises under this Deed in timely manner on/before the respective Due Date
(whether demanded or not), by cheque/bank draft/e-transfer payable at _____ and comply with
other obligations, terms, conditions as provided in this Deed.

6.2 The Lessee, shall subject to reasonable wear and tear, keep the Demised Premises in good habitable
condition.

6.3 The Lessee shall be liable to observe and perform strictly the terms and conditions of this Deed,
Lease deed executed between the ______ Authority and the Lessor and also the provisions of the all
applicable Laws, Rules, Regulations, Bye-Laws for the time being in force, in relation to the use of
Demised Premises and the common areas during the Lease Period.

6.4 The Lessee shall, during the Term of the Lease as provided in this Deed, pay all electricity bills,
telephone bills, bandwidth connection bills, water bills, etc. for the consumptions made by it in the
Premises, based on the bills raised in relation to such consumption, to the concerned authorities and
utility service providers or to the Lessor or the maintenance agency, if such services are provided
by the Lessor or the maintenance agency.

6.5 Upon termination of the Deed, the Lessee will immediately and without demur pay to the Lessor,
all amounts due and payable on all accounts including payment of compensation, maintenance
charges, electricity, water, etc. The Lessor, at its option, is entitled to recover & adjust all such dues
out of the deposits and credits standing in the name of the Demised premises.

6.6 The Lessee alone will be responsible for all acts, omissions, default in the conduct of the business
from the Demised premises and be liable for all liabilities, costs, damages, and consequences
arising from the operation and/or conduct of the business from the Demised premises and the

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 Lessee shall indemnify and keep indemnified the Lessor in respect of any claim, demand, penalty,
cost, damages etc. in this regard. The Lessee shall indemnify and always keep indemnified, saved
and harmless the Lessor against any third party liability, claims, damages and/or other proceedings
as a consequence of any act, omission, default, and/or negligence, delay of any nature whatsoever,
by the Lessee in conducting the Business from the Demised premises. It is further agreed by the
Lessee that in respect of all writings, representations, letters, etc., as may be reasonably required to
be signed and executed by the Lessor relating to the Lessee conducting the said business from the
Demised premises, the Lessee de hereby indemnifies, declares and guarantees that no liability
accrues to the Lessor in respect of the responsibilities of the Lessee.

The Lessee shall indemnify the Lessor with regard to any loss or damage suffered by the
Lessor in relation to the Demised Premises as a result of the Lessee’s negligence leading to
breach of any representations, warranties, covenants and obligations the Lessee has set
forth in this Deed.

6.7 Lessor shall provide 24 hours unrestricted ingress and egress to the Lessor, its employees,
agents, vendors or representatives in the Demised Premises during the Lease Period.

6.8 Lessor shall provide the Demised premises to the Lessee in clean condition, after removal
of construction or fittings debris.

ARTICLE - 7
REPRESENTATIONS, WARRANTIES AND COVENANTS OF LESSOR

7.1 The Lessor covenants, subject to fulfilling the terms and conditions of the Deed, the Lessor shall
ensure that the Lessee will peacefully enjoy the demised premises have access, to the Demised
Premises 365 days a year, 24 hours a day without any hindrance, obstruction and limitation subject
to applicable laws, public, national & state holidays.

7.2 The Lessor shall provide adequate water supply to meet the needs of the Demised Premises for
toilets and maintenance and operation of the systems and equipment and maintenance of the
common areas and gardens. The applicable usage charges towards consumption of water by the
Lessee shall be included as part of the Maintenance Charges.

7.3 The Lessor further confirms and warrants that throughout the Term of the Lease including any
Renewal Term, the Lessor will comply with (i) all applicable laws, rules and regulations; including
but not limited to building/construction/land usage laws (ii) terms of Deed(s) executed by it with
____ and other conditions imposed from time to time by ______; and (iii) terms of all other
approvals obtained or required to be obtained by the Lessor.

7.4 The Lessor warrants and states that the demised premises under this Deed are free from any defect,
encumbrance or such disability so as to make it unusable or inaccessible by Lessee during the Lease
Period and further undertakes to keep it free from any such disability for Lessee to use and occupy it
as per the terms and conditions of Deed.

7.5 As on date, there are no suits, actions or proceedings, filed or pending in any Court of Law in India
which is in the knowledge of the Lessor whether civil, criminal or revenue in nature, involving the

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 Demised Premises and/or which would affect the Lease granted herein to the Lessee of the Demised
Premises and/or the Lessee’s possession, use, occupation or enjoyment thereof.

7.6 Lessor shall keep the Lessee indemnified against all actions, suits and preceding and all cost,
charges, expenses, loss or damages incurred, suffered, caused to or sustained by the Lessee by
reason of any breach, non-observance, non-performances or non-payment by the Lessor as aforesaid.

7.7 If the Lessor at any time during the period of this Deed or extended period thereof transfers its rights
in the premises as a whole or part or parts thereof in favour of any one person then in that event this
Deed shall be binding upon such transferee on the same terms and conditions as are contained
herein. The Lessor hereby undertakes to notify the Lessee and get an undertaking issued by the
prospective new Lessor before effecting the transfer acknowledging and confirming that the terms
herein agreed to shall be binding on such new lessor for the remaining period of the current/present
lease. The new lessor shall also acknowledge the interest free refundable security deposit paid by
the Lessee to the Lessor, the benefit of which shall be transferred to the new lessor and all the
adjustments shall be in accordance with this Deed.

ARTICLE - 8
INSURANCES

8.1 The Lessee undertakes to take third party insurance and also keep the stocks, furniture, fixtures,
equipment, material and all other items in the Demised premises comprehensively insured against all
damages, accidents, losses due to any reason whatsoever including but not limited to force-majeure,
theft, fire, civil commotion, riots, war, acts of terror, earthquake etc.

8.2 However, the Lessor shall insure the Structure of the Base Building (including Demised Premises),
plants, machinery, facility and the amenities in the complex at all times (during the Lease and
renewal period). The insurance shall cover riots, floods, tempests, fire, earthquake and all kinds of
natural calamities. The cost of such insurances shall be recovered by the Lessor/ Maintenance
Agency on prorate basis. However, the insurance of the contents of the Demised Premises including
the fit-outs, furniture, fixtures, plants, machineries and public liability insurances for its guest,
visitors, clients, occupants, employees, trainers etc. shall be got insured by the Lessee alone at its
own cost and expenses.

ARTICLE - 9
USE OF THE DEMISED PREMISES

9.1 The Lessee shall use the Demised Premises only for the purpose of running an IT/ITes or/and any
other allied activities thereof and for no other purposes.

9.2 The Lessee shall operate the Demised Premises in the name of _____. Any change in the name shall
be immediately intimated to the Lessor. Any change in the nature of the business (Nature of Lease)
by the Lessee shall only be after prior written approval of the Lessor.

9.3 The Lessee shall not make any structural changes, additions or alterations in the Demised Premises,
unless specifically allowed in writing by the Lessor. Further, the Lessee shall make sure that upon
vacating the Demised Premises, the Lessee shall handover the same without damage subject to
reasonable normal wear and tear.

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 9.4 All the employees/visitors/ guests of the Lessee who enter the complex will be bound by common
rules and regulations as set out by the Lessor/ Maintenance Agency from time to time, in respect of
the common areas of the complex and such other rules and regulation as may be changed, and/or
updated from time to time by the Lessor in respect of the complex.

9.5 The Lessee will not change the exterior of his Demised Premises otherwise than in the manner
agreed to with the Lessor or in the manner as similar as may be in which the same was previously
decorated.

9.6 The Lessee shall from the date of taking over of the Demised premises, maintain the Demised
premises at its own cost and expenses in a good condition and shall not do or suffer to be done
anything in or to the Demised premises and/or common passages, and/or other area of the Demised
Premises and/or the complex which may be against the rule and regulations of any authority and/or
bye-laws of the Development Authority/ Municipal Corporation of ______/other authority(s) and/or
the rules and regulations of the Complex.

9.7 The Lessee shall not store any hazardous or inflammable articles / goods in the Premises or shall
cause anything to be done in the demised premises/ common area or shall cause to be done anything
in the Demised premises, which is likely to cause nuisance, annoyance, disturbance and/or damage
to the other occupants or the customers or which prejudice the rights and reputation of the Lessor.

9.8 The Lessee shall not, at any time claim any right or interest of any kind or nature whatsoever in the
Demised Premises and/or any part thereof, save and except to the extent permitted under this Deed.

9.9 The Lessor or its representatives shall have the right to inspect the Demised Premises by serving a
written notice of 48 hours.

9.10 That the Lessee shall ensure the complete safety of the material and the equipment kept in the
Demised Premises and the Lessor shall not in any manner be held responsible or liable in case of
theft, pilferage or misplacement of such material or equipment. Further, the Lessor shall not be liable
for any accident or injury caused or occasioned to any employee, visitors, guests, members or the
workman engaged by the Lessee present in the Demised Premises. Such liabilities or claims, if any,
shall be satisfied by the Lessor alone. The Lessee shall indemnify and keep the Lessor harmless
against all such claims and liabilities.

9.11 The Lessor shall be responsible for all structural repairs and maintenance of roof space, exterior
walls, load bearing walls, support beams, foundation, columns, plumbing and sanitary work, and
elevators, if any provided by it in the Base Building. The costs of such structural repair and
maintenance shall be borne by the Lessor. However, the maintenance and up-keep of internal
facilities, demised premises, plants, machinery and all day to day shall be done and undertaken by
the Lessor at its cost and expenses alone.

9.12 The Lessee shall bring into the Demised premises any heavy machinery or other plant, equipment or
goods with an imposed load in excess of 200 Kgs load or such other weight as may be prescribed by
the Lessor only after prior written permission from the Lessor. The Lessor may also prescribe
location for such machinery, plant, equipment and goods after consultation with structural engineers
and the Lessee shall comply with all such directions. The Lessee shall make good all damage caused
to the Demised premises and in the complex/ building, which may be caused by bringing in of such
machinery, equipment, and goods etc.

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 9.13 Lessor shall provide all necessary assistance to the Lessee in obtaining necessary approvals,
permission from the municipal or other authorities for laying of Optic fiber Cable within or outside
the scheduled premises and provide suitable right of way. Lessee shall take proper care so as to not
to damage or deface the building or cause any structural damage to the building while laying of the
optic fiber cable.

9.14 It is agreed that the Lessor shall not be responsible to the Lessee, its officers, employees, staff,
servants, agents and any other person including their guests and visitors, authorized and/or otherwise
using the Demised premises and/or the “complex” for any personal injury, damage, loss
inconvenience etc. howsoever and whatsoever so caused nor be liable for any theft, loss, damage or
destruction of any goods or property of the Lessee and any other person in the Demised premises.
The Lessor shall not be responsible for any unforeseen events, which may take place during the
Lease term resulting into any kind of financial or other loss to the Lessee/employees/visitors.

ARTICLE - 10
SALE, MORTGAGE & ASSIGNMENT

10.1 The ownership, right, title interest and legal possession of the said demised premises shall continue
to remain with the Lessor and nothing in this Deed will be construed as conferring and/or
creating/transferring and/or intending to confer any right and/or claim of any nature whatsoever in
the title/ownership of Lessor in favour of the Lessee in or over the said demised premises, except the
Lease to conduct the operations/business from the said premises strictly on the terms and conditions
herein mentioned.

10.2 The Lessee has understood that the Demised premises are possessed by the Lessor and the Lessor
shall have right to sell, transfer, mortgage or otherwise part with possession of the Base Building or
the demised Premises. The Lessee shall not object to any such transfer, sale, mortgage by the Lessor
of the Demised Premises or the Complex made by the Lessor. However, the Lessor undertakes and
agrees that it shall ensure (including by executing appropriate documents in favour of the Lessee)
that such third party/parties substitute themselves in place of Lessor under this Deed and recognizes
the rights of the Lessee under this Deed to ensure uninterrupted and peaceful occupation, use and
enjoyment of the Demised Premises by the Lessee for the remant period of the existing Deed at
least.

ARTICLE - 11
LESSEE'S DEFAULT AND LESSOR'S REMEDIES

11.1 Default Defined: The following will be considered a default by the Lessee: (a) If monthly Lease
Rent reserved herein; and / or Maintenance Charges payable by the Lessee to the Lessor/nominated
maintenance agency remains in arrears and unpaid for a period of thirty (30) days after the same has
become due (whether formally demanded or not); and / or the electricity charges and any other
amount payable herein remains in arrears and unpaid for a period of thirty (30) days after the same
has become due (whether formally demanded or not); (b) failure to keep and perform any of the
terms, covenants, obligations or conditions of the Lease, to be kept and performed by the Lessee and
such failure continues for thirty (30) days after receipt of written notice from the Lessor.

11.2 Lessor’s Remedies: Notwithstanding anything to the contrary contained herein, If Lease Rent and / or
Maintenance Charges and/ or the electricity bills/ charges payable by the Lessee to the Lessor/
maintenance agency under this Deed/ maintenance agreement remains in arrears and unpaid for a
period of thirty (30) days after the same has become due (whether formally demanded or not), or if the
Lessee omits to perform or observe any covenant or condition required to be observed and performed

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 by the Lessee, the Lessor shall give a written notice to the Lessee to remedy such material default and
upon failure of the Lessee to cure the default within thirty (30) days of the date of the notice, the Lessor
shall have the right to terminate the Deed and the Deed shall thereupon stand terminated and adjust the
unpaid amount so claimed from IFRSD.

11.3 The Lessee hereby undertakes to the Lessor that on termination of this Deed it shall remove itself
and its employees, agents, belongings and its articles from the Demised premises and vacate and
give charge of the Demised premises together with the fixtures and fittings belonging to Lessor in
the same status and condition in which it was at the beginning of this Deed (reasonable wear & tear
excepted). In the event of the Lessee failing to leave the Demised premises upon termination of this
Deed, the Lessor shall be entitled to remove the Lessee from the Demised premises and prevent
them and/or their employees, guests, visitors, agents and suppliers from entering the Complex
and/or the Demised premises and to remove the goods, articles and other things belonging to the
Lessee lying in the Demised premises and to store the same at any other place at the risk and cost of
the Lessee.

11.4 In the event Lessee fails/defaults and/ or neglects to handover the vacant, physical and peaceful
possession of the Demised Premises to the Lessor upon expiry and /or early termination of the Lease
in accordance with the Deed, then without prejudice and in addition to the rights of the Lessor to
avail of the remedies /recourses as are available to them in law for recovering the possession of the
Premises, the Lessee will be liable to pay to the Lessor, by way of liquidated Damages for wrongful,
unauthorized and illegal use of the Demised premises from the date of revocation/ termination, as
compensation, an amount equivalent to twice the then prevailing monthly Lease Rent and the
maintenance charges payable by Lessee in accordance with the terms of this Deed/maintenance
agreement for every month of overstay or part thereof until the date on which the Lessee vacates the
Demised premises and give charge thereof to the Lessor.

ARTICLE - 12
LESSOR'S DEFAULT AND LESSEE'S REMEDIES

12.1 Default Defined: The failure on the part of Lessor to keep and perform any of the terms, covenants
or conditions of this Deed to be kept or performed by the Lessor, and such failure continues for 15
(Fifteen) days after receipt of written notice from the Lessee.

12.2 Lessee's Remedies: Upon the occurrence of any default by the Lessor in its obligation as defined in
Article 9.1, the Lessee shall have the right to terminate the Lease after giving a notice of 15 days
notice even if the initial Lock-In period has not been completed.

ARTICLE - 13
ASSIGNMENT AND SUB LEASE

That the Lessee shall not assign, sub-let, Sub-License, novate or otherwise transfer any of its right
or obligations hereunder in any manner, whatsoever, without the prior written consent of the
Lessor. However, if permitted by law and subject to Lessee obtaining further rent permission from
______ Authority and with prior written consent of the Lessor, the Lessee may use the Demised
Premises for its subsidiary and associate companies, in which the Lessee has majority
shareholding. However, in any circumstance, as stated herein, the liability of paying Lease Rents,
Maintenance Charges, Service Tax, if applicable and other charges shall always be the
responsibility of the Lessee. No third party rights of any kind shall be allowed nor shall the nature
of the business may be changed without prior approval of the Lessor.

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 ARTICLE - 14
DESTRUCTION OF DEMISED PREMISES AND FORCE MAJEURE

If a Force Majeure event like fire, (not caused by the willful act or negligence of the Parties)
earthquake, flood, lighting violence of any army or mob or enemies of the country or by any other
irresistible force so as to render the Demised Premises uninhabitable or renders the use of any part
of such space difficult to use for a period in excess of 15 (Fifteen) days, the Lessee shall have the
right to:-

(i) terminate the Deed and the Maintenance Agreement forthwith and seek pro-rata return of
the IFRSD and other relevant amounts (like advance Lease Rent or Maintenance
Charges); and

(ii) seek pro-rata adjustment of Lease Rent, Maintenance Charges and other amounts payable
by the Lessee.

ARTICLE - 15
TAXES

All present and future taxes and other levies relating to the ownership of the Demised Premises viz
property taxes, municipal or corporation taxes shall be borne and paid by the Lessor. However the
service tax or any other tax or levy imposed or charged on maintenance charges and/or the Lease
Rent, use and occupation of the Demised premises and those on the Lessee business shall be borne
by the Lessee. In the event any Value Added Tax (VAT), Goods and Services Tax (GST) or like
impositions are levied in respect of the Lease, the Lessee shall bear and pay the same in full and
there shall be no liability whatsoever of the Lessor.

ARTICLE - 16
TRADE MARKS AND TRADE NAME

16.1 Trademarks & Trade Names: The Lessor and the Lessee hereby acknowledge and confirm that
they have, at all material times, been and shall be the lawful sole and exclusive owner(s) of their
respective trademarks and of the rights attached to such Trademark(s) when used in relation to the
business, advertisement or promotional material or otherwise in connection therewith.

16.2 Each party shall be responsible for the defense and protection of their individual Trademarks.
Decisions regarding actions involving the protection and/or defense of their respective Trademarks
shall be solely at the discretion of the Trademarks owner and shall be taken at their Cost.

16.3 It is also agreed that neither party shall use the Trademark of the other in any manner whatsoever
during and after the expiry of this Deed without the written permission of the other party. However,
both the parties hereto are permitted to use the other’s logo and Trademark with their prior written
specific consent in connection with advertisement, promotions and joint signage.

ARTICLE-17
TERMINATION

17.1 The Lessor during the entire period of lease shall not be entitled to terminate this Deed except in
case where the Lessee fails to make the payment of rent or maintenance charges for a continuous

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 period of 30 days and in such event the Lessor shall serve upon the Lessee a 30 days written
notice for remedying such breach, failing which the Lessor may terminate this Deed.

17.2 The Lessee shall be entitled to terminate this Deed by giving 30 days notice in writing in case of
willful neglect of any of the covenants herein or breach of Government/Statutory regulations by
the Lessor but for no other reason whatsoever.

17.3 Notwithstanding the above, the Lessee shall have the right to terminate the Lease immediately if
the Lessee is compelled to vacate the premises on account of any directives, notifications or
action by the Government/Statutory Authorities on account of occupation/use of the premises by
the Lessee or requirement of Government or any of its agency or if the property becomes
inhabitable.

17.4 On expiry or determination of the Lease as enumerated above or on the premature termination of
the lease for any reason what so ever, the Lessor shall be liable to refund the entire interest free
refundable security deposit subject to and after deduction of costs (if any) due to damage to the
property including furniture fixtures and fittings except reasonable wear and tear, electricity,
water, rent or any other due in accordance with the terms of this agreement forthwith to the
Lessee at the time of the handing over the actual physical possession of the premises to the
Lessor, failing which the Lessee shall be entitled to recover the same from the Lessor along with
interest @ 24% p.a. from the date of handing over the possession to the Lessor. In the event of
the Lessor failing to return the deposit at the time of handing over the physical possession of the
premises, the Lessee shall have the right to retain possession without payment of any rent till
such time as the deposit is retuned in entirety provided that such refund shall be made subject to
adjustments on account of outstanding rent, other charges payable under this lease.

ARTICLE - 18
GENERAL

18.1 Notices: All notices under this Deed will be given in writing and shall be valid and sufficient if
dispatched by (i) postage prepaid, by certified or registered mail or courier, return receipt
requested; (ii) by personal delivery; or (iii) by e-mail, at the addresses mentioned herein below.
Any party hereto may change its address by a notice given to the other party hereto in the manner
set forth above. All notices and other communications shall be deemed to have been duly given (i)
on the expiry of 07 days after posting, if transmitted by registered post or courier or (ii) on the date
of delivery or (iii) immediately after the date of transmission with confirmed answer back, if
transmitted by e-mail, whichever shall occur first.

LESSOR LESSEE

18.2 Complete Agreement and Severability: This Deed, including the attached Annexure, constitutes
the entire agreement between the Lessor and the Lessee with respect to the Demised Premises and
supersedes any other prior oral or written communications, representations or statements with
respect to the transaction contemplated in this Deed. This Deed not be modified, altered or
amended in any manner except by an agreement in writing executed by the parties. If any
provision of this Deed is invalid or unenforceable or prohibited by law, this Deed shall be
considered divisible as to such provision and such provision shall be inoperative and, the
remainder of the Agreement will be valid, enforceable and effective.

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18.3 Binding Obligations: This Deed and all rights and duties hereunder shall inure to the benefits of
and shall be binding upon the Lessor and the Lessee and their respective personal
representatives, successors and permitted assigns.

18.4 Governing law, Dispute Resolution and Jurisdiction: This Deed shall be governed and
construed in accordance with the laws of the Republic of India.

i. The Parties shall attempt to amicably settle all disputes arising out of this Deed and the
obligations there under (the "Dispute"). Either Party may give written notice of the Dispute
to the other Party within 30 days of the occurrence of the event which gives rise to such
Dispute or such event came to the notice of the applicable Party.

ii. If any Dispute arising between the Parties is not amicably settled within 30 days of
commencement of attempts to settle the same, the Dispute shall be referred to and be finally
settled by arbitration of a Sole Arbitrator to be appointed by the parties by mutual consent.
If however, the parties fail to arrive at a mutually agreeable name within a period of 21 days
from the date of the notice for arbitration, the aggrieved party shall be entitled to approach
the court for appointment of an Arbitrator in accordance with the provisions of the
Arbitration and Conciliation Act, 1996. The Parties agree that the arbitration proceedings
will be conducted in English language at _____ and shall be governed by the provisions of
the Arbitration and Conciliation Act, 1996. The decision of the arbitrators shall be final and
binding on the Parties.

iii. Subject to the foregoing provisions of this Article, the courts in ______ shall have exclusive
jurisdiction in all matters arising out of this Deed or any arbitration herein.

18.5 Counterparts: This Deed may be executed in any number of counterparts, all of which together
shall evidence and constitute the same transaction.

18.6 Stamp Duty & Registration Charges: The stamp duty payable, on this Deed and the registration
charges for registration of this Deed shall be borne by the Parties to this Deed equally.

18.7 Legal costs: Each Party shall bear its respective legal Costs.

18.8 Use of the common areas: The Lessor confirms that subject to payment of the maintenance
charges, the Lessee shall, at all times during the term, have the right to use the Common Areas of
the Base Building and the Complex housing the Base Building along with other occupants of any
part of the Complex, on a non-discriminatory basis and further that for the Lessee using such
Common Areas.

18.9 Signage: The Lessee shall install signage only in the area designated by the Lessor in this regard
and as per the signage norms of the Lessor/concerned govt. authority. Prior written approval of the
Lessor is required before the installation of any signage by the Lessee and the same shall be
subject to the Lessor/ its nominated Agency approving the shape, size and specifications of the
signage. The location of signage shall be identified by the Lessor and/or the Maintenance agency
in the consultation with the Building Architect. All costs related to the installation and
maintenance of the signage shall be borne by the Lessee.

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IN WITNESS WHEREOF, THE PARTIES HERETO HAVE SET THEIR HANDS HERETO ON
THE DAY, MONTH & YEAR FIRST ABOVE WRITTEN IN THE PRESENCE OF THE
FOLLOWING WITNESSES:

For ________/Lessor For ________/ Lessee

(_______) (_________)
Director

Witnesses:

1. 2.

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 Annexure – A

Demised Premises

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