LEASE AGREEMENT (“THE LEASE”) PARTICULARS CONTRACT No. LE-495571 1. Date of Lease Lease Commencement Date November 15, 2022 Rent Commencement Date November 15, 2022 Lease Expiry Date November 14, 2023 ‘2. THE LESSOR Name Dubai Multi Commodities Centre ‘Address Jumeirah Lakes Towers,P © Box 48800, Dubai, United Arab Emirates Telephone No. +971 600 54 3622 Fax No. 971-4-3644278 Email customercare@dmcc.ae 3. THE LESSEE Name DOM! MENA TRADING DMCC Contact DOUGLAS DEL COR DOMINGUES Address Almas, ‘st Floor, Dubai, UAE Tetephone No. 1554399245115 Fax No. Email address President@dominternational.com.br 4. THE PREMISES Detached Retail X6 is ae Tease] Security] — Service] Total VAT no.| Unitcode | °6% | Floor | Amount | Deposit | Charge | Amount | Tota (AED) us {AED) (AED) AED) (AED) x2 | 77 | | sooo] 520000 0.00] 260000 .00n00 Total Amount (AED) | 52,000.00] 5,200.00 0.00] 2,600.00) 59,600.00 5. PAYMENT SCHEDULE [ ‘Cheque Due Date ‘Amount(AED) VAT Amount (AED) | [ November 15, 2022 57,200.00 2,600.00 1. Payment shall be made by ebeque in favour of or by direct transfer into the account of "Dubai Multi Commodities Centre", Emirates NBD, A/c No: 1012116337501. Swift Code : EBILAEAD Please indicate Customer ID, Location Code and Installment Amount [No funber notice willbe sent for payments Delayed payment attracts penalty fees of AED 200 per day from the date the lease contract has expired, | ses Document 05159778 ‘dco fas been leony generated by OMCC Aubry. To very the content and auth of WinsSiersesucunen rcs ager thee doce ference nber Fn Tow, Mme ates Towers Shih Zaye Roa PO 8600 Ou UAE 1 971}0M 424 960, @ toraPART 2 TERMS AND CONDITIONS THIS LEASE is made on the Effective Date, BETWEEN: (1) the Landlord named in item 2 of the Particulars; and (2) the Tenant named in item 3 of the Particulars, ‘each a Party and together the Parties. BACKGROUNI The Tenant wishes to lease and the Landlord agrees to lease to the Tenant, the Premises for the Term ‘and in accordance with the terms and conditions ofthis Lease. TIS AGREED AS FOLLOWS: 1, Definitions In this Lease, unless a contrary intention is expressly stated, the following definitions apply: ‘Administration Charge means an amount to be determined by the Landlord from time to time for various services, time and assistance (as applicable); Affliate means, in relation to a Party, any entity that directly or indirectly controls, is controlled by, ‘or is under common control of that Party from time to time; Alienate means to alienate the Premises (or any part thereof) and includes, without limitation, alienation by way of transfer, exchange, grant, lease, deed, succession, assignment, court order, or Insolvency Event; and Alienation shall have a corresponding meaning; ‘Anti-Bribery Legislation means: (a) the United Nations Convention against Corruption; (b) the United states Foreign Corrupt Practices Act of 197; (©) the Organisation for Economic Co-operation and Development Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and related Implementing legislation; (@) the Bribery Act 2010 (England and Wales}; and {e) any similar or analogous anti-bribery or corruption legislation of any jurisdiction applicable from time to time under this Lease; ‘Approvals means all permits, licences, authorisations, consents, decrees, waivers, approvals and filings required to be obtained by a Party from, or provided by, an Authority for the execution, delivery ‘and performance of this Lease, or otherwise, including in relation to the environment, planning, ‘occupational health and safety and dangerous goods; ‘Arrangements means any representations, communications, negotiations, agreements and contracts (whether written or oral) made between the Parties (whether innocently or negligently) and which are the subject matter ofthis Lease; “ae DD /,, DMCC a wey‘Authorised Recipient means any person (including its Personnel) to whom a Party may disclose Confidential Information under this Lease or as may be required by Law; ‘Authority means any local, regional, territorial, free zone, municipal government, ministry, governmental department, commission, board, bureau, agency, instrumentality, executive, utility provider, judicial or administrative body, having jurisdiction over the DMCC Free Zone, DMCC, the Master Community, including the Landlord, OMCCA, the Land Department, Dubai Real Estate Registration Authority (RERA), Dubai Municipality, the Dubai Electricity and Water Authority and Dubai Roads and Transport Authority; Business Day means any day that is not a Saturday, a Sunday, a declared public holiday, ora day upon. which banks are otherwise closed for business in the Emirate of Dubai; Business Hours means 8,00am to 5.00pm UAE standard time on Business Days; Calendar Year means the 12 month period commencing on 1 January and ending on 31 December in each year; Change of Control means, in respect toa Party, any direct or indirect change in shareholding or, where. applicable, partnership or other equity interests (whether effected by one or more steps or transactions) that results in a change of Control of an entity; Cheque means either personal cheque or manager's cheque, issued by a UAE based bank and presented to the Landlord by the Tenant in respect of the Tenant's obligations under this Lease; Civil Code means the UAE Federal Law No. § of 1985 (as amended) regarding the Civil Transactions law; Claim means any allegation, debt, judgment, cause of action, action, claim, proceeding, suit or demand of any nature, howsoever arising, whether past, present or future, fixed or unascertained, ‘actual or contingent, whether at law, in equity, under statute or otherwise asserted by any person at any time; ‘Common Use Facilities means all those areas, services, buildings, roads, installations, facilities and ther common assets of the Master Community that are intended for use by all Users and that are ‘rom time to time notified by the Landlord as being areas under Master Developer Control; ‘Compliance Checks means an examination of the Compliance Information of the Tenant and its Affliates (or its permitted subcontractors approved by the Landlord) in order to confirm the Tenant's compliance with its obligations under, or in connection with this Lease; Compliance Information means any books, systems, reports, practices, data, records and documents. which relate to the Tenant's (or its permitted subcontractors approved by the Landlord) performance ofits obligations under, or in connection with, this Lease; Conduits means pipes, sewers, drains, mains, ducts, conduits, gutters, watercourses, wires, cables, laser optical fibres, data or impulse transmission systems, or reception systems (including systems for the reception of television and radio transmissions), channels, flues and all other conducting media {and including any fixings, louvres, cowls, covers and other ancillary apparatus) and any of them; Confidential information means this Lease and all information of any nature that a Party may have, ‘or shall acquire, before, on, or after the Effective Date, however conveyed, which relates to the business or Personnel of a Party or its Affiliates (whether designated as Confidential Information by the Disclosing Party or not}, and all information designated as confidential or which ought reasonably. to be considered as confidential; Control means the possession ofthe power to dect the management and poles of the enty concerned or the distribution of its profits; (ies per OD “J ‘Contract Number: LEA95571 3Date of Lease means the date on which the Lease is issued by DMCC, this date is system generated ‘and is not necessarily concurrent with the Effective Date or the Lease Commencement Date; Deductions means any deductions made by the Landlord from the Security Deposit as authorised by Law; Demand Notice means a demand notice from the Landlord to the Tenant requiring payment by the Tenant of any unpaid relevant Payments; Direct Loss means any loss or damage that is not Indirect Loss; Disclosing Party means the Party that is disclosing Confidential information to the Receiving Party under, or in connection with, this Lease; Dispute means any dispute, claim, controversy or difference between the Parties which arises out of ‘or in connection with this Lease, including any question regarding its existence, validity, interpretation or termination; District Cooling Provider means the district cooling provider appointed by DMCC to provide cooling services within the Master Community from time to time; DMCC means Dubai Multi Commodities Centre, governed by Law No. 3 of 2020 issued in the Emirate of Dubai, DMCC Free Zone means the free zone of DMCC regulated by DMCA and operated by DMCC, the location, area and boundaries of which are specified in Law No.(3) of 2020; DMCC Licence means a licence issued by DMCC to operate within the DMCC Free Zone; DMCC Policies means the relevant Policies associated with governance of the Master Community, as. ‘amended and notified by the Landlord to the Tenant from time to time; DMCA means the authority which has governance over the DMCC Free Zone; Early Termination means termination of this Lease prior to the Expiry Date in accordance with Clause 43 Effective Date means the last date of signature of this Lease by the Parties; Event(s) of Default means the occurrence of any of the events of default specified as such in Clause 42; Exclusive Use Area(s) means 2 part or parts of the Master Community Common Facilities or Master Developer Retained Areas which has be designated by the Master Developer for the exclusive use by ‘an Owner or any User; Expenses means the expenses incurred by OMCCA, its Affliates or the Landlord's Representative, in connection with the implementation of Master Developer Control; Expiry Date means the Lease Expiry Date set out in item 1 of the Particulars, as shall be amended and stated in the Renewal Addendum in the event of a Renewal being agreed by the Parties; Force Majeure has the meaning given to that term in Clause 4: Force Majeure Event has the meaning given to that term in Clause 43; Good Industry Practice means the exercise of the degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced entity, ‘engaged in activites of a similar scope and complexity and under the same or similar circumstances in the UAE to the activities concerned; oe - oN 4 ‘Contract Number: LE-495571Hand Over Certificate means the certificate issued by or on behalf of the Landlord to the Tenant documenting the Hand Over Date and evidencing the condition of the Premises as handed over to the Tenant; Hand Over Date means the date upon which the Tenant shall be given possession of the Premises as determined by the Hand Over Certificate; Hand Over Obligations has the meaning given to that term in Clause 10.2; HVAC means heating, ventilation and air conditioning; Indemnified Matters means any and all indemnities contained in any Clause within this Lease; Indemnified Party means the Party to be indemnified by the Indemnifying Party; Indemnify(ies) means the indemnification and holding harmless of the Indemnified Party by the Indemnifying Party against any Losses and Claims, of whatsoever nature, which the Indemnified Party may suffer, incur or sustain, arising out of, or in connection with, a particular indemnified event; Indemnifying Party means the Party that will Indemnify the Indemnified Party, Indirect Loss means: (a) loss of profits; {b) loss of revenues; {) toss of goodwill (2) toss of contract; {e) indirect, special and consequential losses; or (1) liability under other contracts or to a Third Party, Insolvency Event means circumstances in which a Party is unable to pay its debts as they fall due, has ‘a receiver appointed over any of its assets, enters into an arrangement with its creditors, or enters into any voluntary or involuntary liquidation, winding up or bankruptcy proceedings or any equivalent ‘or analogous proceedings by whatever name known,; Insurance Policies means the policies procured by the Tenant providing insurance cover in respect of ‘the Required Insurances to be obtained by the Tenant atits cost: (2) either naming the Landlord as oint insured on each such policy or otherwise noting Landlord's Interest on such policy; (b) with a reputable insurance company acceptable to the Landlord; and (on such terms and conditions as the Landlord, acting reasonably, may require (including appropriate waiver of subrogation clauses); Intellectual Property Rights means patents, inventions (whether patentable or not), copyrights, moral rights, design rights, trade-marks, trade names, business names, service marks, brands, logos (including the Logo), service names, trade secrets, know-how, domain names, database rights and any other intellectual property or proprietary rights (whether registered or unregistered and whether in ‘electronic form or otherwise) including rights in computer software, and all registrations and ‘applications to register any of the aforesaid items, rights in the nature of the aforesaid items in any ‘country or jurisdiction, any rights in the nature of unfair competition rights and rights to sue for passing off; Land Department (or DLD) means the Land and Properties Department of the Government of Dubai Lease means this agreement including, the Particulars, the Terms and Conditions and the Schedules 2DLease Commencement Date means the date specified in item 1 of the Particulars; Landlord means the Landlord named in item 2 of the Particulars includ! successors and assigns; successors-in-title, Landlord's Bank Account means the bank account operated by the Landlord, details for which are stated in the Particulars; Landlord Consent means any NOC, comment, review, representation, vetting, inspection, testing, check, certificate, consent, examination, approval, instruction, Notice, proposal, request or similar act. requested by the Tenant from the Landlord in writing and at the Landlord's discretion; Landlord's Procedures means all written or electronic materials provided by the Landlord to the ‘Tenant in relation to the Tenant’s use and occupation of the Premises as may be updated by the Landlord from time to time; Landlord's Property means all plant, equipment, fixtures, fittings, furniture and other property that the Landlord provides in the Premises; Landlord's Representative means Concordia DMCC and / or any such other community management (r facilities management provider as may be appointed by the Landlord from time to time; Law means all national, state, local and municipal legislation, regulations, statutes, by-laws, Approvals. and other laws and any other instrument or direction from officials having the force of law as may be Issued and in force from time to time (and any amendment or subordinate provisions there to) relating, to oF connected with the activities contemplated under this Lease wherever so located or performed; Logo means the logo of the Landlord or its Affiliates and its various derivatives, as may be published or re-issued from time to time; Loss means Direct Loss and Indirect Loss; ‘Master Community means the entire master community comprised in the DMCC Free Zone developed ‘or to be developed on a portion of the land comprising Premises 814, Parcel ID No. 393 Emirates Hill First, Dubai and situated between Sth and 6th interchanges, Sheikh Zayed Road, Dubai, and includes, all and any reductions and extensions from time to time; Master Community Common Facilities means all those shared areas and facilities designated as such. under the Master Community Declaration; Master Community Declaration means the declaration relating to the management, administration, ‘maintenance and control of the Master Community as may be amended by the Master Developer from time to time; ‘Master Community Rules means the rules of the Master Community as may be amended from time totime; ‘Master Community Service Charge means those levies payable by the Tenant in respect to the Premises under the Master Community Declaration as its contribution towards the Expenses incurred by OMCC, or its Affilate, in implementing Master Developer Control; ‘Master Developer means DMCCA in its capacity as master developer or its affiliate nominees, assigns, transferees, successors or successors-in-ttle or any other entity or Authority as may assume responsibilty for the development, management or control of the Master Community from time to time; Master Developer Control means under the operation, maintenance, management, administration ‘and control of the Master Community by the Master Developer or its Affiliates for the benefit ofall ‘Owners and Users; Contract Number: LE-495571 6 Ge, G‘Master Developer Retained Areas means any Property owned by the Master Developer (or an affiliate of the Master Developer) that has been retained by the Master Developer in a private capacity for its ‘own commercial use, development or future sale; ‘Material Breach means: (a) a breach of this Lease that is not remedied by the breaching Party within thirty (30) days of being notified of the breach; {b) a persistent pattern of minor breaches which when taken as a whole, constitute @ material breach; or {c) any breach of any term of this Lease which is designated as a Material Breach term; NOC means any form of no objection certificate or form of approval provided by the Landlord as required pursuant to this Lease; Notice means 2 written notice issued by one Party to the other to the address of the recipient Party set out initem 2 0r3 ofthe Particulars (as applicable); Notice of Dispute means a Notice served by one Party to notify the other Party that a Dispute has arisen under, or in connection with, this Lease and calling for its resolution under Clause 48; ‘Occupier means any person who is not the Tenant who is occupying or visiting the Premises from time totime; Operational Fitness Certificate means a certificate issued by the Landlord or the Landlord's Representative confirming the Premises (or part thereof) are fit for the purpose of the Permitted Use; (Owner(s) means a freehold owner of a property within the Master Community or a beneficiary of the right to an Exclusive Use Area, including any person whose title registration is pending and in each case, includes its heirs, successors-inctitle and permitted suecessors and assign Particulars means the Section entitled “Part 1 ~Particulars” at the front of this Lease; Payments means any and all payments for Rent, Security Deposit and other payments, charges, expenses and the Penalty Amount payable by the Tenant to the Landlord in accordance with this Lease; Payment Schedule means the payment schedule set out in item 6 of the Particulars; Penalty Rate means twelve per cent (12%) per annum; Penalty Amount means application of the Penalty Rate calculated on a daily basis on the amount. ‘outstanding from the due date to the date of payment, both days inclusive; Permitted Use means the permitted use of the Premises as an office facility, under the Tenant's name and for the actvityies) identified in the Tenant's DMCC Licence; Personnel means all directors, employees, agents and representatives of a Party or an Affliate who ‘are assigned, engaged or otherwise employed from time to time to work, in connection with the Performance or discharge of a Party's obligations; Pre-Term means the period of time from the Lease Commencement Date to the Rent Commencement. Date; Premises has the meaning given to it in item 4 of the Particulars, shown for illustrative purposes outlined or shaded in the Premises Plan, the boundaries of such Premises are: (2) the centerline of any inter-tenancy walls (under any paint or wal covering); (b) the outside surface of the front and any facade, doors and windows; (2) thelower surface ofthe celling slab (above any false or suspended celling); and DY(a) the upper surface of the floor (under any floor covering); Premises Plan means the plan of the Premises at Schedule 1; Property/Properties means a plot, building, component or unit and/or any one of them (as the context so determinates), as more particularly defined in the Master Community Declaration; Recelving Party means the Party receiving Confidential information from the other Party under or, in, connection with, this Lease; Remediation Notice means @ Notice issued under Clause 42.1 requiring the other Party to make good ‘a breach within a specified time (or if no date is specified, within thirty (30) days from the date of the Notice); Renewal means a renewal of this Lease, as more specifically defined in Clause 5.8 of this Lease; Renewal Addendum means the instrument to be used by the Parties to formalise the terms of any Renewal, a template for which is provided at Schedule 3; Renewal Date means the date upon which any Renewal ofthis Lease shall commence; Renewal Term means any renewed term of this Lease, formalised by way of a Renewal Addendum; Renewal Term Payment Schedule means the payment schedule in the Renewal Addendum, reflecting Rent to be paid during the Renewal Term; Rent means the amount specified in the table in item 6 of the Particulars; Rent Commencement Date has the meaning given to that term in item 1 of the Particulars; Required Disclosure means any announcement or disclosure of Confidential Information that a Party Is required to make: (2) if,and to the extent, such disclosure is required by Law; (b) pursuant to any order or direction of any court of competent jurisdi other regulatory or supervisory body; tion, any Authority or (c) pursuant to the rules of any listing authority, stock exchange or any regulatory or supervisory body with which the Receiving Party is bound to comply; (a) tony insurer under an Insurance Policy; (e) _toits directors, employees and officers in connection with its obligations under this Lease; or (f) to Third Party consultants or advisers engaged by or on behalf of the Disclosing Party and. ‘acting in that capacity in connection with the provision of advice relating to this Lease (including insurance, tax and legal advisers), 0 long as in the cases of limbs (d), (e) and (f) above, such parties have executed non-disclosure ‘agreements or are subject to equivalent provisions obliging them to restrict disclosure of Confidential Information on terms no less onerous than those contained in Clause 39; Required insurances means: (a) all risks insurance to cover the Premises (including plate glass insurance) and all Tenant. Property contained therein at their full replacement values together with the Rent from the date of loss of use of the Premises until re-establishment of the Tenant's occupancy and use (where applicable); (b) third party liability insurance with a limit of cover appropriate to the Premises and Permitted Use; and {c)__ anyother insurance policy required by applicable Laws; = worRights Granted means the rights for the Tenant (in common with others) to: (2) access and egress from the Premises; (b) subject to temporary interruption for repair, alteration or replacement, to the free passage and running of all services, in common with the Landlord and all other persons having 2 like right, through all Conduits that serve the Premises; (c) full rights of support and protection for the Premises; and (a) use the Common Use Facilites in connection with the use and enjoyment of the Premises; Rights Reserved means those rights reserved by the Landlord as set out in Clause 11; Schedule means a schedule to this Lease; Security Deposit means the security deposit provided by the Tenant as referred to in item 5 of the Particulars; Services means the services and facilities which are required to maintain the safety, quality and. character of the Master Community and Premises in accordance with Law and as may be varied from. time to time whether provided by the Landlord, Master Developer or the Landlord's Representative; ‘Temporary Occupant means the Tenant or any other Occupier, who remains in occupation of the Premises after the Expiry Date, where there has been no agreement to renew or extend this Lease, or to grant a new lease; Tenant means the Tenant named in item 3 of the Particulars Including its successors-in-title and permitted successors and assigns; ‘Tenant's Property means for the purposes of the Lease, all property located at the Premises which is. not the Landlord's Property, whether or not such belongs to the Tenant; ‘Term means the term of the lease, being the period from the Lease Commencement Date to the Expiry Date as may be extended and stated in any Renewal Addendum; Termination Notice means a Notice to terminate this Lease issued by a Party in accordance with Clause 42.2 of this Lease; ‘Terms and Conditions means the Section entitled ‘Part 2 Terms and Conditions’ of this Lease; ‘Third Party means a person who Is not one of the Parties; UAE means the United Arab Emirates; User means any person that uses the Master Community in any way, including but not limited to any (Owner, Tenant (including the Tenant) and any visitor; ‘VAT means value added tax; and 2. Interpretation 2. Inthis Lease, unless a contrary intention is expressly stated: (a) documents in agreed form means documents initialed by, or on behalf of, the Parties for the purposes of identification; (b) reference to a person means a legal person, a firm, a body corporate, an ‘unincorporated association, or an authority and such entities’ legal successors; (c)__ aword that suggests one gender includes all genders; (a) a singular word includes the plural and vice vers DD ‘Contract Number 495571 9(e) a reference to any agreement or document includes amendments and replacements, ‘of, and supplements, to such agreement or document; (8) headings are for convenience only and do not affect the interpretation of this Lease; (g) dates and periods are in accordance with the Gregorian calendar and references to a “year” mean a calendar year; {h) references to Parts, Sections, Clauses and Schedules are references to parts, sections, clauses and schedules of and to this Lease; () including, such as, for instance, for example and any other similar expressions are to bee construed without any limitation; ()_areference to a dayis to a calendar day; (k) when any number of Business Days is prescribed in this Lease, the same shall be reckoned exclusively ofthe first Business Day and inclusively of the last Business Day; (Party includes any legal successors or permitted assignees or transferees; (mm) the Particulars and Schedules form part of this Lease; and tiles cascades rua 3. Priority tara any cote, aga oF incnesaney Danie any para of th Les, the following descending order of precedence and priority of documents shall apply to the extent fates 4 ect Date, Preterm and Tem noe Pares tom reese ete 42. This eae shall conten ful an fet om the Eee Date util he Expy Date nica caiytaranaton aoa) teenies wrtn the Terms erate hte fights Granted but eveping snes te tated as wee nee 5.2. The fete Reserved may be exred by the Land an Aft ofthe Landa the 53. TheLandord saat beable for any as ornearenience tthe Tenant caused hy son Othe aercae fy fhe is Reser oD a DMCC cusses54. 55. 5.6. 57. 58, 59. 5.10. 5a. 542. 5.13. 61, 62. 63, 64. Contract Number: LE-495573, u ‘The lease of the Premises and Rights Granted are granted to the Tenant subject to any and all rights, easements, encumbrances and restrictions: (a) setout or referred to in this Lease; (b) set out or referred to in the Master Community Declaration; and (©) imposed by any Authority. "Nothing in this Lease confers on, or grants to, the Tenant any easement, right or privilege, ‘other than as expressly granted by this Lease, Subject to the Tenant's compliance with: (a) the terms ofthis Lease; and {b) the Landlord's Procedures, the Tenant may use the Common Use Faclties for the purposes for which they are intended. ‘The Tenant shall provide the Landlord with not less than three (3) months’ notice of its intention to renew the Term, Subject to Clause 5.9 below, the Tenant may renew the Term for a period of one (1) year (unless a longer period is agreed between the Parties) (the Renewal), by providing Notice to the Landlord not ess than three (3) months prior to the expity of the Term. Notwithstanding Clause 5.8 above, the grant of any Renewal shall be: (a) at the sole discretion of the Landlord and subject to the successful conclusion of negotiations between the Parties as to the terms of any proposed Renewal Term; and (b) subject to the Tenant paying to the Landlord the applicable Administration Charge. In the event that an agreement is not reached in relation to the new rental terms by the Expiry Date, the Tenant shall vacate the Premises in accordance with the terms of this Lease. ‘Any Renewal agreed by the Parties shall be in the form of a Renewal Addendum to be signed by both Parties. ‘The Tenant covenants to comply with the terms and conditions ofthis Lease. Following the Expiry Date or the date of Early Termination, the Premises shall immediately revert to the Landlord, Payments, ‘The Tenant shall, on the dates stated or otherwise identified within the Lease, pay to the Landlord the Payments, together with any associated VAT in accordance with Clause 6.11, (where applicable). All Payments by the Tenant shall be paid in full, without any set-off, counterclaim, deduction cr withholding, where applicable, by delivery of the relevant Cheques to the Landlord or by electronic bank transfer to the bank account set out inthe Particulars. fany Payments of Rent by the Tenant is processed by bank transfer then such Payments shall be made in accordance with the Payment Schedule. In the event of non-payment on the due date of any Payments due under this Lease, the Tenant shall pay to the Landlord the Penalty Amount. Where the Tenant defaults (by way of dishonoured Cheque or otherwise) in the payment of ‘any amount payable under this Lease on the date specified in this Lease then the Landlord ‘may issue to the Tenant a Demand Notice. c oD65, 66. 67, 68, 69. 6.10. 6a, 6:2, 2 7a. 72. 73. 74. Contract Number: LE-495571 2 Where the Tenant fais to remedy any defaultby effecting payment of any outstanding amount including but not limited to any Penalty Amount in accordance with the relevant Demand Notice, then: (2) the whole of the total amounts payable under this Lease then remaining unpaid as at the date of the relevant Demand Notice; and (b) the Penalty Amount applying to the default in payment, shall at once become due and payable by the Tenant. ‘The Tenant shall attend the Landlord's offices within three (3) Business Days of expiry of the Demand Notice and provide the Landlord with a current dated Cheque made payable to the Landlord for the remainder of the balance of the outstanding amounts under this Lease together with the Penalty Amount. ‘Without limitation to Clauses 6.4 and 6.5, in the event a Cheque for payment of any amount Under this Lease is returned unpaid, the Landlord may charge a fee of one thousand Dirhams (AED 1,000) 2s a handling fee in relation to each returned Cheque, in addition to any applicable Penalty Amount applied to any such late payment. If the Tenant pays any amount in error then the Tenant shall pay to the Landlord or the Landlord shall credit to the Tenant (as applicable), the difference between: (a) what the Tenant has actually paid; and (b) what the Tenant should have paid, within ten (10) Business Days after either Party receives Notice of the error from the other. The Parties shall resolve any disputed errors in payment in accordance with Clause 48. Expiry of this Lease or Early Termination does not affect the Tenant's obligations: {a) to make Payments due under this Lease for a period before such expiry or Early Termination; or (&) to give information to the Landlord to enable it to calculate any Payments. ‘Any consideration payable under this Lease is exclusive of value added tax (VAT), unless ‘explicitly indicated otherwise. If any tax or VAT is imposed on a Payment due under or in connection with this Lease, the consideration for the said supply shall be increased by the quantum of tax or VAT applicable. ‘The Tenant acknowledges that it will be responsible for paying al associated VAT and/or other applicable tax on any amount of the Payments subject to the application of the relevant Law ‘as amended from time to time, and which falls due and payable as a result of the implementation of that Law. Security Deposit ‘The Tenant shall pay the Security Deposit to the Landlord by bank transfer or Cheque on or before the Effective Date. ‘The Landlord may deduct from the Security Deposit any Deductions as authorised by Law. Where Deductions are applied then within five (5) Business Days of a demand from Landlord, the Tenant shall pay to the Landlord an amount equal to such Deductions to reinstate the Security Deposit to its original amount. Upon the Expiry Date or Early Termination and once the Tenant has: (a) made all Payments to the Landlord;75. 76. 7. 8 Bt. Contract Number: L-495571, (b) vacated the Premises in accordance with Clause 28; and (©) applied for the address on its DMCC Licence to be changed; the Landlord shall return to the Tenant the Security Deposit less any Deductions, within a reasonable period, If the Security Deposit does not cover the value of the Landlords Claim against the Tenant at any time: (2) the Landlord shall notify the Tenant of the balance amount payable by the Tenant; and {b) the Tenant shall pay the Landlord such amount within ten (10) Business Days from receipt of the Landlord's notice. No interest will be payable by the Landlord on the Security Deposit. ‘The Tenant shall not be entitled to a refund of all or any part of the Security Deposit other than as provided for in this Clause 7. Tenant Obligations ‘The Tenant shall at all times: (a) comply with: the terms ofthis Lease; all Laws; the Landlord's Procedures; ‘the DMCC Policies; the Master Community Declaration; ())__allrequirements of any Authority in connection with the use or occupation of the Premises; and (il) all permits obtained by the Tenant as are required in connection with its use or ‘occupation of the Premises; (0) inform the Landlord of damage to or fault in the Premises immediately after the Tenant. becomes aware of the same; (6) observe and comply with the maximum load weights throughout the Premises; (a) deliver goods to and from the Premises outside of the Business Hours and in ‘accordance with the terms of this Lease and the requirements of the Landlord; and (e) when requested by the Landlord, promptly do everything necessary to enable the Landlord to exercise its rights under this Lease. Tenant Restrictions ‘The Tenant shall not at any time: {a) alter the Landlord's Property or remove it from the Premises; {b) store or use flammable, volatile or explosive substances or ainy contaminants on the Premises, unless they are required for the Permitted Use and the Tenant has provided ‘the Landlord with a lst of such substances and obtained the Landlord's written prior approval to do so; {€) do anything in or around thé Premises that In the Landorsoplnon may be a foledea,sseabouranofreiae : ja 2 ed)10. 10.4. 102. 103, 10.4 105. Contract Number: LE-495571 “ (4) doanything that interferes with or overloads the Premises’ facilities or the Services or use them for anything other than their intended purpose; (e) do anything that causes any blockage of any sewer, water-pipe or drain and where such blockage occurs, the Tenant shall remove such blockage or obstruction at its own cost; (f) leave or permit to be left any goods or articles on or in the Common Use Facilities; (g) erect, install or affix any equipment, antennae or other devices for reception or transmission of television, radio, wireless or any other form of media to the Premises without the Landlord's prior written consent or use any radio or electrical equipment that will cause interference with other premises or equipment in the Master ‘Community; (h) do anything hazardous to the environment or people's health, and/or do anything to contaminate or pollute the Premises or the surrounding environment; (copy any keys, access cards or similar devices for the Premises given to it by the Landlord, without Landlord Consent; () take any action against another tenant or Occupier of the Master Community by reason of that Tenant or Occupier not complying with an obligation under its lease, licence or right of occupation; {k) require the Landlord to enforce the Landlord's rights against any other tenant or ‘Occupier of the Master Community; or () without Landiord Consent, use: (the Landlord's name; or (il) any picture or likeness of the Premises, in its company, business or trade name or for any advertising or other purpose save ‘that it may use the address and place of business of the Tenant for factual purposes. Hand Over of Premises ‘The Effective Date represents the expected date upon which the Landlord will hand over, possession of the Premises to the Tenant, being the date at which the Landlord or the Landlord's Representative will issue a Notice of hand over to the Tenant specifying the Hand Over Date. Representatives of the Parties shall meet at the Premises on the Hand Over Date to complete the Landlord's hand over process to allow the Landlord to confirm that the Tenant has satisfied its obligations pursuant to this Lease in order for hand over to occur (Hand Over Obligations) ‘Where the Landlord or the Landlord's Representative, in its sole discretion, is satisfied that ‘the Tenant has satisfied the Hand Over Obligations, it shall issue the Hand Over Certificate. ‘The Landlord may decline to hand over possession and occupation of the Premises to the ‘Tenant ifthe Tenant has failed to comply with any provision of this Lease. (On and from the Hand Over Date, the Tenant: (2) confirms that itis in receipt of the Premises Plan; (b) may access, occupy and utilise the Premises subject to complying with its obligations under this Lease; (@) accepts the Premises in an ‘ass’ coneition and acknowledges thet Is a with the condition of the Premises; and DOD F) CF108. 107. 108, 109. 10.10. au. aa. Contract Number: LE-495571, (4) accepts that all risk in respect of the Premises shall be passed to the Tenant from the Hand Over Date. ‘The Premises will be handed over to the Tenant fitted and furnished. The furniture, fittings and equipment in the Premises on the Hand Over Date will be detailed in the Hand Over Certificate. ‘The Tenant shall indemnify the Landlord against any Claims, costs, damages, expenses and Loss arising out of or in connection with: @) (b) the defective or damaged condition of the Premises or anything thereon; 's occupation of the Premises and the operation of the Tenant's business; (c)__ the spread of fire or smoke or the flow of water from any part of the Premises; (a) the act, default or neglect of the Tenant or any Occupier of the Premises; {e) any breach, non-observance or non-performance by the Tenant of any of the Tenant's covenants or terms and conditions contained in this Lease; (f) any damage, loss, inury or fatality caused to any person or property through the act, default or neglect of the Tenant or the Tenant’s Occupiers; and {g) _anyandall Claims, Losses, expenses and damages incurred or suffered by the Landlord as 2 result of an Early Termination initiated by the Tenant, If the Landlord is contributorily responsible for any Claims or Losses that arise under Clause 10.7, the Tenant shall not be liable in respect of such Claims or Losses to the extent of such contributory responsibilty ‘The Tenant shall provide to the Landlord any documents stated by the Landlord as being a pre- condition to hand over of the Premises and such may include the Insurance Policies ‘The Tenant acknowledges that the Landlord shall not be liable for any Loss or damage, injury, Claim or nuisance which may arise out of the occupancy of the Premises by the Tenant, Landlord's Rights ‘The Rights Reserved shall include the following rights, which may be exercised at any time to ‘and without paying compensation to the Tenant (2) to, tall reasonable times upon reasonable prior notice (except in cases of emergency), enter the Premises with materials and equipment to: (i) view and examine the state and condition of the Premises; (ii) inspect, cleanse, maintain, repair, connect, remove, lay, renew, re-ay, replace, alter or execute any works to or in connection with the Conduits or any other (ii) execute repairs and any other works to add installations to the Premises or to do anything which the Landlord may or must do under this Lease; and (iv) exercise any of the rights excepted and reserved by this Lease and for any other purpose connected with the interest of the Landlord in the Premises; {b) tose and connect into Conduits in or on the Premises; {c)__ of support and protection now or hereafter belonging to or enjoyed by all adjoining parts of the Premises; (d) to the free and uninterrupted passage and running of all appropriate services or supplies from and to other parts of the Master Community or any adjol DDte) Of the Landlord in and through the Conduits that may at any time be in, over or under the Premises; of light and air as those rights are capable of being enjoyed at any time during the Term; and to build on, re-develop or execute any works to any adjoining property or any buildings thereon in such manner as the person exercising the right shall think fit, notwithstanding the fact that the same may obstruct, affect or interfere with the amenity of the Premises (or any part) or the passage of light and ar to the Premises (or any part) 11.2. The Landlord may (to the extent relevant): (a) (o) co} (@) C ) () (hy a CO) 0 (mm) (n) do anything to comply with any Laws or the requirements of an Authority or, in its absolute discretion, it determines to be advisable for the proper operation of the Master Community or DMCC Free Zone (as applicable); ‘carry out any works in the Master Community or the Premises (including alterations and redevelopment), or limit access to or close the Common Use Facilites, provided that the Landlord takes reasonable steps (except in emergencies) to. minimise interference with the Tenant's business; Use, maintain, repair alter and add to the Services to or in the Premises, provided that ‘the Landlord takes reasonable steps (except in emergencies) to minimise interference with the Tenant's business; make, modify and terminate easements and other agreements pertaining to the use ‘and operation of the Premises provided the Landlord takes reasonable steps (except in emergencies) to minimise interference with the Tenant's business; restrict access to loading docks, provided that the Landlord takes reasonable steps (except in emergencies) to minimise interference with the Tenant's business; Permit functions, displays, and other activit 3s in the Master Community; install kiosks and other installations, permanent or not, in or on the Common Use Facilities; install and use a public address system throughout the Common Use Facilities; change the direction or flow of pedestrian or vehicular traffic nto, out of or through the Master Community; charge or vary car parking fees; change the use of any part of the Master Community or change the name, logo or signage oft use the Tenant's trang name in promoting the Master Community: lease, lence or grant other rights of occupation in connection with the Master Community to any Person, including for the purpose a carrying on business which may bein direct or indirect competition with the business conducted by the Tenant; and or vary any lease, licence or right of occupation in connection with the Master fommuni toa Community oN DMCC (io “4 oD wy Contract Number: 495571 16113, 4, 15. 2. 124. 122. 23. 334. 13.2 Contract Number: LE495571 ‘The Landlord may enter the Premises at all reasonable times on giving reasonable notice to determine if the Tenant is complying with its obligations under this Lease or to undertake any ofits obligations under this Lease. ‘Notwithstanding Clause 11.3, if the Landlord decides that an emergency of sufficient gravity exists, the Landlord may enter the Premises at any time without notice and may restrict the Tenant's access to the Premises. (On provision of reasonable notice, the Landlord may display on the Premises a sign indicating that the Premises is available for purchase or lease. ‘Quiet Enjoyment and Access ‘The Landlord covenants that the Tenant shall be granted quiet enjoyment of the Premises ‘without hindrance or disturbance by the Landlord or by any other person lawfully claiming under the Landlord, on the terms of this Lease and subject to the Tenant observing and performing the covenants on the part of the Tenant contained in this Lease. ‘The Landiord shall provide the Tenant reasonable access at all times to the Premises, save in the event of: (2) any emergency, regulatory or governmental action; or (b) circumstances beyond its reasonable control, whether or not caused bya Force Majeure Event. Warranties Each Party warrants and represents for the Term of the Lease that: (a) ithas taken all necessary action to authorise the execution, delivery and performance of this Lease in accordance with its terms and conditions; and (b) this Lease constitutes legal, valid and binding obligations and, subject to any necessary stamping and registration, is enforceable in accordance with Its terms and conditions. ‘The Tenant warrants and represents to the Landlord for the Term that: (2) where applicable, its duly incorporated and has full power and authority to enter into ‘and perform its obligations under this Lease; (b) it understands all Laws as at the Effective Date relevant to the performance of its obligations under this Lease; {c) it shall take all such steps and engage all such resources (at its own cost and expense) {a are necessaty to fully comply with all Laws; (4) it shall (and shall procure that all its Personnel) perform all their obligations in ‘compliance with all Laws (including all Anti-Bribery Legislation), Landlord's Procedures ‘and DMCC Policies; (e) it shall procure that any Third Party engaged by it and their Personnel perform their obligations in compliance with all Laws (Including all Anti-Bribery Legislation), Landlord's Procedures and DMCC Policies; (f —noinsolvency Event exists or is anticipated; (e) it will undertake Practice; (h) all Personnel are appropriately qualified and skilled; obligations under Lease in accordance with Good Industry (i) ithasin place all insurance Policies pursuant to Clause 37; < Di ‘.. DMCC 2? wy133, 14. 14. 15.1 15.2 153. 15.4 16. 16.1. a7. aa. Contract Number: £49557 8 ()_itwill not place the Landlord in breach of Law or any agreement that the Landlord has, with a Third Party; and (k)_ithas obtained or will obtain all necessary Approvals. ‘The Tenant acknowledges that in entering this Lease, it has not relied on any statement, representation or warranty of the Landlord whether express or implied. Services ‘The Landlord or the Landlord's Representative shall use its reasonable endeavours to procure the provision of the Services to the Tenant during the Term in accordance with the terms of this Lease. Alienation, Transfer, Assignment and Other Dealings The Tenant may not: (a) Alienate, mortgage, charge, or grant rights of use in respect of the Premises or any part thereof or permit another person to occupy or use the Premises; (b) assign the benefit of, or any of its interest in, this Lease; or (€) assign any of its rights and obligations hereunder. ‘The Tenant acknowledges and agrees that the Landlord may Alienate, assign or transfer its interest, rights and obligations in the Premises and this Lease at any time in accordance with the terms and conditions of this Lease and without the consent of the Tenant. The Tenant shall Indemnify the Landlord against al Claims and Losses in connection with the Tenant's Alienation or purported Alienation of this Lease. Ifthe Landlord Alienatesits interest in the Premises so that a Third Party replaces the Landlord, the Tenant agrees that (2) the Landlord is released from any obligation under this Lease arising from the date it ceases to be Landlord; (b) if asked by the Landlord, the Tenant agrees to sign an agreement under which: () the Tenant agrees with the relevant Third Party to comply with this Lease as if ‘that Third Party was the Landlord; and (i) the Third Party assumes the Landlord's obligations under this Lease arising from the date the Landlord ceases to be Landlord, Emergency and Notice The Tenant shall give to the Landlord immediate Notice of: (a) any accident, fire or damage occurring on or to the Premises and adjoining areas; and (&) any circumstances likely to cause any danger, risk or hazard to the Premises, or any persons therein. Conduits ‘The Tenant shall permit the Landlord to install, use and maintain Conduits within or through the Premises, or through the walls, columns and ceilings therein, provided that such: (2) is performed at such times and by such methods as will not unreasonably interfere with the Tenant's use and occupancy of the Premises or damage the appearance thereof; and18. 18.1. 18.2. 19, 19.1, 20. 20.1. 20.2. 203. Contract Number: L-495571, {b) does not reduce the floor area by more than two percent (2%) (without an appropriate adjustment in Rent) Cleaning, Maintenance, Repair and Redecoration The Tenant shall throughout the Term: (a) keep the Premises clean, tidy and free of pests; {b) comply with the Landlord's direc (©) keep the whole of the Premises in an excellent state of repair and condition; (d) keep the whole of the Premises in a manner that shall not cause any damage to any adjoining premises or facilities; 's regarding refuse removal and recycling; (e) keep the whole of the Premises clean, orderly, sanitary and free from objectionable ‘odours, insects and other pests; (f) promptly replace worn or damaged items in or attached to the Premises, including the Landlord's Property, with items of similar quality provided that: (i) the Tenant shall advise the Landlord immediately if any of the Landlord's Property becomes wom or damaged; and (ii) Landlord Consent must be obtained prior to replacing the Landlord's Property; (g) redecorate the Premises and the Tenant's Property if natified by the Landlord or Landlord's Representative on periodic inspection of the Premises. If the Tenant fails to comply with a Notice from the Landlord requiting it to perform its obligations under Clause 18.1 to the Landlord's satisfaction, the Landlord may: (2) at the Tenant's cost undertake the required maintenance to satisfy the Tenant's ‘obligations; and (b) levy an Administration Charge in relation to the undertaking of such maintenance. Alterations Subject to Clause 18, the Tenant may not make any alterations, additions or improvements to the Premises or any of the Landlord's Property Destruction or Damage If the Premises or any part thereof is destroyed or damaged and such destruction or damage is attributable to the actions of the Tenant: (a) this Lease shall continue without any rent abatement; and (b) the Tenant shall (at its own cost) reinstate the Premises in accordance with Law and the terms of this Lease, and shall commence such reinstatement within ninety (90) days after the damage or destruction occurs. Any serious damage to the Premises which: (2) isnot attributable to the actions of the Tenant; and (b) isnot an event of Force Majeure, bbut which renders the Premises uninhabitable shal, subject to this Clause 20, be repaired by the Landlord within a reasonable period of time. ‘The Landlord may (in its sole discretion) reduce the Rent on a proportionate basis to any loss ‘of amenity caused by damage to the Premises in respect to any period during which the Tenant. DD204. 208 206. a. aaa. 212. 213. 24, as. 216. 27. ‘Contract Number: LE-495571 2» is unable to occupy the Premises, but all other Payments due under this Lease by the Tenant shall remain due and payable, Where the Landiord (in its sole discretion) determines that the damage to the Premises is so extensive that it is not commercially viable to reinstate the Premises, the Landlord may terminate this Lease in accordance with Clause 42.3. ‘The Landlord shall not be liable to the Tenant for any Loss suffered by the Tenant arising out of the destruction of or damage to the Premises which is covered under an Insurance Policy or which is due to: (2) any delay incurred in relation to rebuilding, reconstructing or restoring the Premises; or (0) any decision not to rebuild, reconstruct or restore the Premises. ‘The Landlord shall not be obliged to reduce any Rent where rights under the insurance policy in connection with the Premises are prejudiced, such that the policy is cancelled, or payment of a premium or a Claim is refused by the insurer as a result of the acts or omissions of the Tenant. ‘Trade Licence and Permitted Use ‘The Tenant shall maintain a valid DMCC Licence and shall operate its business from the Premises under the name of that DMCC Licence at all times for the duration of the Term. ‘The Tenant shall use the Premises solely and exclusively for the Permitted Use and not for any ‘other purpose without prior Landlord Consent. The Tenant shall not use or occupy the Premises (or apart thereof) for the Permitted Use until it has received the Operational Fitness Certificate in respect of the same, The Tenant shall not use or occupy the Premises nor any part thereof for any: (a) unlawful business; {b) use deemed disreputable, unethical, disruptive or hazardous; or (©) purpose which isin any way in violation of any Law. ‘The Tenant acknowledges and agrees that the Premises shall: (a) not be licensed for the sale or consumption of alcohol under any circumstances; (b) _benon-smoking; and (c)__ not be used for leisure, entertainment or similar activities including the screening of films, television programmes, sport, dance and musical events, shows and performances, except as otherwise pr ‘may be required by Law. The Tenant acknowledges that: (a) DMCCAis the licensing authority for the Master Community; and led under a Landlord Consent and subject also to any approvals as {b) the Premises may only be used and operated for the Permitted Use and no other uses shall be permitted without prior Landlord Consent which may be subject to conditions in its sole discretion. ‘The Tenant shall (at its own cost) obtain all Approvals in respect of any change in the Permitted Use,22. Signage 22.1. The Tenant agrees that it shall conform to DMCC Policies with respect to signage at the Premises and that in the absence of Landlord Consent, no signs, notices, advertisements, banners, flags or other lettering or numbering shall be exhibited, displayed, inscribed, painted or affixed to any part of the Common Use Fatilities, or internally in the Premises where it may be seen from outside the Premises. 23, Tenant Acknowledgements and Undertakings. 23.1. The Tenant acknowledges and undertakes that (subject to any mandatory Laws): (a) the Premises is fit for occupation and use in accordance with the Tenant's requirements; {b) it shall atts own cost obtain and maintain from the Authorities all necessary Approvals, ‘to construct (where relevant) and operate the Premises in accordance with this Lease; (0) itshall be: (responsible for the conduct of; and. (il) liable for any damage caused by, any visitor to the Premises; (4) its obligations under this Lease are absolute, unconditional and irrevocable; (e) except as expressly provided in this Lease, this Lease and the Tenant's obligations under it shall not terminate or be affected by, nor shall the Tenant be entitled to (nor purport to claim) any reimbursement, abatement or reduction, set-off, counterclaim, defence or deduction (including in respect of the Payments) by reason of any: (2) damage to or destruction of the Premises (or any part thereof) or any neighbouring property or any defects therein; (i) restriction, prevention or curtailment of or interference with the use of the Premises or any part thereof as a result of Law; interference with the use of the Premises by any persons (except those under ‘the control of the Landlord}; (iv) Claim the Tenant has or might have against the Landlord or persons under the control of the Landlord; (¥) permit for the use of the Premises being revoked or declared invalid; (vi) change to the Master Community Rules or the DMCC Policies; or (vii) interference with use, or restriction of access to the Premises by reason of the actions of any Authority or change in Law. 23.2. The Tenant waives any and all rights: (a) to terminate, surrender or rescind this Lease for any other reasons than provided in (b) to abate, disclaim or defer any of the Tenant’s obligations hereunder (including in respect of the Payments), except as otherwise expressly provided for in this Lease. acres oD : ‘Contract Number: LE-49557124. 24.2. 25. 25.1. 264. 26.2. 27. 274. 272. 273. 274. 28.1. Contract Number: LE-495571 2 No public events may be held in or upon the Master Community Common Facilities or any ‘other public part of the Master Community without prior Master Developer and Landlord Consent, which consent may be withheld or given subject to conditions including the payment of fees and/or security deposit, ‘The Master Developer shall: (a) retain the revenues generated from public events held in or upon the Master Developer Retained Areas for its exclusive benefit; and (b) notin any way be obliged to apply the revenues towards the Expenses. Public Space Advertising ‘The Master Developer has the exclusive right: (2) to control and prescribe rules for all public space advertising, and all promotional signage, hoarding, and all other forms of signage whatsoever within the Master ‘Community; {b) _ tocerect and display public space advertising and signage generally within the Master ‘Community Common Facilities and Master Developer Retained Areas; and {c)__ toretain the revenues generated from public space advertising and signage within the Master Developer Retained Area for the exclusive benefit of the Landlord and the Master Developer shall not in any way be obliged to apply any associated revenues towards Expenses. ‘Acknowledgements and Undertakings ‘The Tenant acknowledges and agrees that: (a) the Master Community may be incomplete or works to the Master Community may be ‘ongoing; and (b) inconvenience may be suffered because of any building activities that may be in progress from time to time. ‘The Tenant shall have no Claim against the Landlord for any inconvenience associated with Clause 26.1. NOCs and Approvals The Tenant shall pay in advance the Administration Charges in effect from time to time for the Issuance of any Landlord Consent. The Tenant shall not have any right or Claim against the Landlord in respect of the refusal or delay in issuance of any Landlord Consent. The Landlord shall not be liable for any Losses associated with or otherwise arising out of the withholding of any Approvals by any Authority. No Landlord Consent (or lack thereof) provided under this Lease, shall relieve the Tenant of its obligations under this Lease. ‘Vacating the Premises On the Expiry Date or Eariy Termination, the Tenant shall reinstate and deliver up the Premises with vacant possession: (2) inthe same condition as at the Hand Over Date; and, (b) otherwise in accordance with the terms of this Lease, oD28.2. 283. 29. 29.1. 29.3, 29.4, 30.1, 30.2 303. a1, Baa. 32. 32.1, 322. Contract Number LE-495571 2 save to the extent Landlord Consent is provided to any exception, Upon the Expiry Date or Early Termination, the Tenant shall deliver to the Landlord all: (a) electronic cards and keys; and (b) the Landlord's Property in good and tenantable repair (fair wear and tear excepted) and in a clean condition, save to the extent Landlord Consent is provided to any exception, ‘The Tenant acknowledges that during the period of six (6) months prior to the Expiry Date, the Landlord may exhibit the Premises to prospective Tenants on giving the Tenant reasonable Notice of its intention to do so, Holding Over ‘Any Temporary Occupant shall occupy the Premises in accordance with the terms ofthis Lease, except in relation to payment of Rent. ‘A Temporary Occupant shall pay to the Landlord a rent equal to one hundred and twenty percent (120%) of the Rent which will be pro-rated for the number of days in which the ‘Temporary Occupant remains in occupation of the Premises following the Expiry Date. ‘Any acceptance by the Landlord of the Payments made pursuant to this Clause 29 shall not constitute a renewal or extension of this Lease. ‘The Landiord may seek eviction of the Temporary Occupant without notice at any time following the Expiry Date. Lease Registration The Tenant shall register this Lease with the Land Department through its Ejari system in accordance with: (2) Dubai Law No. 26 of 2007 (as amended); and. {b) Dubai Land Department Administrative Resolution No. 134 of 2013. The Tenant shall be liable for any and all registration fees and other costs and expenses in ‘connection with the registration of this Lease pursuant to this Clause 30. ‘The Tenant shall provide to the Landlord on demand evidence of registration of this Lease in accordance with this Clause 30. Set off ‘The Landlord may set off against, or deduct from any sum payable from the Landlord to the Tenant: (a) any debt or other money due or which itis reasonably apparent may become due, from the Tenant to the Landlord; and (b) any Claim which the Landlord may have against the Tenant whether for damages or otherwise. Compliance Checks ‘The Landlord may upon giving ten (10) Business Days’ notice and at its own cost, undertake Compliance Checks or inspect the performance of the Tenant's obligations under this Lease. Where it becomes apparent from any Compliance Checks that the Tenant has not performed its obligations under this Lease then the Tenant shall rectify any non-performance of its Peay34.2 35.1. 35.2 354, 355. 356. ‘obligations within ten (10) Business Days, any failure of which shall constitute @ Material Breach. Rights and Remedies The rights and remedies of the Landlord under this Lease may be exercised as often as necessary, are cumulative, and are not exclusive of any rights or remedies provided by Law. Duty to Inform — Advance Warning If for any reason the Tenant believes that it may be unable to perform any obligations under this Lease, it shall immediately notify the Landlord, giving details of: (2) what obligations may be impacted; (b) the reason why it may be unable to perform such obligations; (c)__ what steps it has taken, and will continue to take, so as to be able to perform its obligations; and (4) by when it expects that performance in accordance with this Lease can be achieved. ‘The giving of Notice by the Tenant under Clause 34.1 shall not entitle the Tenant to any relief whatsoever from the performance of its obligations under this Lease. Upon receipt of Notice under Clause 34.1 the Landlord may, atits sole discretion, elect to carry ‘out the impacted obligations itself at the Tenant's cost and expense, Indemnified Matters Subject to Clause 35.3 and Clause 38, the Tenant shall fully Indemnify the Landlord and its Affiliates from, and against, all Claims and Losses suffered, sustained or incurred, arising out of or in connection with the acts, omissions, defaults breaches of the Tenant in relation to this, Lease including, but not limited to, the following: (2) breach of Clause 39 (Confidentiality) of this Lease; (b) death, injury or Loss of or damage to property of the Landlord, the Tenant or any of their respective Personnel; (€) a Claim by a Third Party in relation to any intellectual Property Right arising from the ‘conduct of the Tenant; (a) the Tenant performing or failing to perform its obligations under this Lease; and. {e) all the Landlord's costs relating to proceedings where the Tenant indemnified the Landlord, In addition, the Tenant shall indemnify the Landlord for all amounts the Landlord may be required to pay, on any grounds whatsoever, due to its failure to comply with Clause 37. ‘The Tenant shall not be lable under this Clause 35 if the Indemnified event occurred wholly and directly as a result of the Landlord's negligent acts or omissions or wilful misconduct. ‘The Tenant's liability shall be reduced proportionately to the extent that any Loss or damage is attributable to the Landlord's negligent acts or omissions or willful misconduct. ‘This Clause 35 shall survive the expiry or earlier termination of this Lease. Each indemnity in this Lease is a continuing obligation separate and independent from the Tenant's other obligations and shall survive termination of this Lease. Neither Party shall be liable for Indirect Loss under this Lease, except with respect to Indemnified Matters.36.1. 36.2. 363. 36.4, 365 366. 37. a7. 372. 373. 37.4. Contract Number: L-485571 Conduct of Indemnity Proceedings ‘The Indemnified Party shall deliver to the Indemnifying Party, Notice of a Third Party Claim as ‘soon asis reasonably practicable after becoming aware of the Claim. ‘The Indemnifying Party shall, tits option, cost and expense, have conduct of all negotiations and proceedings including the right to appoint legal counsel) regarding the Third Party Claim. Notwithstanding Clause 36.2, the Indemnified Party shall provide such assistance as may be reasonably required by the Indemnifying Party in respect of a Third Party Claim. ‘The Indemnified Party may, at its own cost and expense, appoint legal counsel in connection with a Third Party Claim where it deems it necessary in its sole and absolute discretion. Neither Party shall make any admission on behalf of the other Party regarding a Third Party Claim that is reasonably likely to be prejudicial to the defence of such proceedings without the ‘other Party's prior written consent. Subject to Clause 36.7, neither Party shall compromise or settle such proceedings in relation to the relevant Third Party Claim without the prior written consent of the other Party. ‘Where consent sought pursuant to Clause 36. received, the Indemnifying Party: (2) undertakes to conduct negotiations and proceedings. igently; and (b) shall endeavour, in so doing, not to materially adversely affect the Indemnified Party's reputation or goodwill. Insurance Obligations ‘The Tenant shall a its own cost and prior to the Hand Over Date and each year thereafter ntl the Expiry Date or Early Termination: (a) procure and maintain the insurance Policies; (b) obtain Landlord Consent to the terms and conditions of such insurance; and (c)__ensure that Insurance Policies comply with Law, DMCC Policies and Good Industry Practice. ‘The Tenant shall provide the Landlord with: (2) a copy ofthe insurance Policy or relevant certificate of insurance; (6) receipts for premiums for the relevant year; and {€) anyother proof of insurance the Landlord may reasonably require, within ten (10) Business Days following the Hand Over Date and on the anniversary of that date thereafter. The Tenant shall not: (2) cause an Insurance Policy to be reduced, cancelled or vitiated; (b) permit an insurer to decline a Claim (and the Tenant agrees to notify the Landlord if, anything happens which could permit an insurer to do this); or (c) affect any rights under an insurance Poli ‘The Tenant shall notify the Landlord within two (2) Business Days if (2) an insurance Policy required under Clause 37.1 is reduced, cancelled or vitiated; (b) _anevent occurs which gives rise or may give rise to an insurance Claim; or oD =38. 381. 39. 394. 39.2. 393. 39.4, 39.5. 396. {c) an insurance Claim is refused either in part or in full, ‘and shall, at the request of the Landlord or the Landlord Representative, provide all information and assistance as may be reasonably required by Landlord or the Landlord's Representative to undertake appropriate investigations. Intellectual Property Intellectual Property Rights owned by a Party prior to the Effective Date and made available to the other Party in connection with this Lease, shall remain the absolute property of the granting Party. ‘The Tenant shall not use or permit the use of any Intellectual Property Rights belonging to the Landlord or any ofits Affiliates for any purpose whatsoever, without the express prior written consent of the Landlord, with any such permission, where granted on a case by case basis, being by way of a non-exclusive, perpetual royalty-free licence to use those Intellectual Property Rights. Confidentiality Each Party shall keep the other Party's Confidential Information strictly confidential Each Party may only use the other Party’s Confidential Information strictly for the purposes of Performing its obligations under this Lease. Neither Party shall disclose Confidential information to any person other than an Authorised Recipient, and even then, only on @ strictly ‘need to know’ basis. Each Receiving Party shall procure that its Authorised Recipients are aware of and fully comply with the obligations under this Clause 39 as if each Authorised Recipient was themselves 2 party to this Lease. This Clause 39 does not apply to Confidential Information which: (a) Is the subject of a Required Disclosure; {b) isin, or comes into, the public domain other than by breach of this Lease or of any obligation of confidence owed under, or in connection with, this Lease; (c)__was subsequently disclosed to the Receiving Party lawfully by a Third Party who did ‘not acquire the information under an obligation of confidentiality; or (4) is independently developed by or for the Receiving Party at any time by persons who hhave had no access to, or knowledge of, the said information, For the purpose of Clause 39 (a), where a Receiving Party is required to make a Required Disclosure, then that Party shall (a) give the Disclosing Party as much notice of such disclosure as s reasonably practicable {provided Law permits the same}; and (b) take into account the reasonable requests of the Disclosing Party in relation to the content of such disclosure before itis made, subject at all times to the requirements of Law. No Announcements, Statements, Marketing or Publicity Subject to Clause 40.2, neither Party shall: (2) make any public announcements; Poo (b) issue any marketing material or adverts; pMcc (c) ‘issue any circular, article or press release; or =_— ae Oy Od Contract Number: LE495571 2540.2. a. au. 412. a2. 42a. 422. 423. (a) Issue any other public document, about the entering into of this Lease or its content without the prior written approval of the other Party. ‘Clause 40.1 shall not apply to any announcement, public statement or circular by any Party required by Law or by way of Required Disclosure, Co-operation ‘The Parties shall meet as regularly as the Landlord may reasonably require to oversee the correct performance of this Lease. Each Party shall, at the request and cost of the other Party, do or procure the doing of all such ‘things as the other Party may reasonably require to give that Party the full intended benefit of ‘this Lease. Default and Termination Remediation Notice If Party considers that the other Party is in breach of this Lease (including the Tenant being in breach of any payment obligations), that Party may give the other Party a Remediation Notice. Default Termination (@) either Party i) fails to comply with a Remediation Notice issued under Clause 42.1; ‘commits 2 Material Breach; or is prevented from performing its obligations as a result of a Force Majeure Event in accordance with Clause 43.5, the other Party may issue a Termination Notice to the defaulting Party terminating this, Lease with effect from the date stated on it. (b) ifthe Tenant (0) falls to make any Payment due under this Lease within thirty (30) days of the due date; (i) fails to maintain the insurance Policies in accordance with Clause 37, and fails to remedy such default within thirty (30) Business Days of receipt of Notice in writing from the Landlord; (ii) experiences, or is reasonably likely to experience, an insolvency Event; (iv) assigns or attempts to assign the Lease or Alienates or purports to Alienate the Premises in contravention of the provisions ofthis Lease; (v)__ implements an unauthorised Change of Control; or (vi) leaves the Premises vacant or deserted or otherwise falls to open for business {for a period of fourteen (14) consecutive days or more and the Tenant is not traceable and the Landlord is satisfied in the circumstances that the Premises have been abandoned, the Landlord may issue a Termination Notice to the Tenant terminating this Lease with ‘effect from the date stated in it Se ose east om QD (. DOSE em -If the Landlord elects to terminate this Lease in accordance with Clause 20.4 then the Landlord ‘may issue a Termination Notice to the Tenant terminating this Lease with effect from the date stated on it, 42.4, Tenant's Termination Without Cause The Tenant may, by giving no less than six (6) months’ Notice to the Landlord, terminate this Lease without cause. 7 425. Consequences of termination (2) Where this Lease is terminated then the Landlord may in accordance with applicable law: i) 0) (iy (w w) (wi) (wi (wy (b) Upon any termination of this Lease, the Tenant shall take immediate action to: a repossess the Premises and let the Premises to a Third Party, repossess the Landlord's Property; where left at the Premises, take possession of all Tenant Property and dispose ‘of such in such manner and at such price as the Landlord deems fit; where termination is by the Landlord pursuant to Clause 42.2, recover all further costs and losses that it may suffer in the process of terminating this, Lease or granting any new lease of the Premises; where termination is by the Landlord pursuant to Clause 42.2, retain all Payments previously made by the Tenant (including the Security Deposit) up to the date of termination; where any Penalty Amount is payable, require the Tenant within ten (10) Business Days to pay to the Landlord the Penalty Amount without offset or deduction; submit any number of Claims on the Insurance Policies; and take any other action it deems necessary. deliver to the Landlord: ‘A the Premises; and B all Landlord's Property and all documents made, compiled or acquired by them during the Term and relating to the business or affairs of the Landlord or its Affliates; ‘comply with its obligations under Clause 28; itretrievably delete any Confidential information; co-operate fully with the Landlord in relation to the termination of this Lease; and confirm in writing and produce such evidence ass reasonably required by the Landlord to evidence compliance with ts obligations under this Clause 42. (6) Each Party consents to the other Party's entitlement to terminate this Lease: ‘Contract Number: LE-495571 8 in accordance with the meaning of mutual consent as contemplated by Articles 218, 267 and 892 of the Civil Code; and. without the need to obtain a court order in accordance with Article 271 of the 2(6) The entitlement provided in Clause 42.3 does not prejudice the right of the Tenant to challenge the Landlord's right to serve that Notice, butf a court or tribunal determines that the Landlord was entitied to serve Notice, then termination shall be effective from the date determined in accordance with this Clause 42 and not from the date of the court or tribunal's decision, (e) The Tenant shall indemnify the Landlord against any Claim or Loss incurred by it or to any Third Party whose movable property has been sold by the Landlord in the bona fide mistaken belief that it was the Tenant's Property. 42.6. Clauses 1, 2, 3, 6.10 to 6.12, 7, 10.7, Error! Reference source not found.28, 29, 31, 33, 35, 36, 38, 39,40, 2, a4 46 to 49 and any other provisions that are expressly or by implstion intended to sure shall survive the expiration or termination ofthis Lease 43. Force Majeure 43.1. _Inthis Lease, force majeure shall mean any circumstances occurring inside or directly affecting, the UAE, that: (a) _are beyond the control of a Party; (b) such Party could not reasonably have provided against before entering into this Lease; (c) having arisen, such Party could not reasonably have avoided or overcome; and (d) are not substantially attributable to the other Party (Force Majeure), ands notte to the following exceptional evens a cumstances, longa condons {a) to (d) above are satisfied: acts of terrorism, industrial disputes, acts of foreign enemies, Blockade, embargoes, wars (whether declared or not invasion rebelios,revoltons, insurrections or rots, epidemics, pandemics, natural catastrophes such as landles, es, earthquakes, huricanes,yphoons, or olan acy (Force Majeure Event) 48.2, subject to compliance with Cause 433, no Prt shale lable tothe other for any delay or nom performance of oblgations under ths eat arngasadectresut of ForceMajeure tvent 433, A Partyimpacted by a Force Majeure Event sal (@) promptly noty the other Paty a son as reasonably practicable (and in any event within fourteen (14) days of the existence of the same) about which of its obligations dreimpaced and what extet (8) setout ful deta of the event or cumstances of the Force Majeure Event an the reasons why itis prevented or delayed in performing the affected obligation under the Lease; (c) use reasonable endeavours to mitigate the impact of the Force Majeure Event and promptiy resume the perormance of those oblgations impacted 38 s00n as reasonably practicable; (d) _ inform the other Party of the measures it has taken, or intends to take, to mitigate the impact ofthe orce Majeure Event (©) berequiredto rely ona elevat government dere, regulation lw, announcement, resltton ot decsion relating to any event it consders to Be a Force Majeure Event and to enfore the provisions ofthis use 43; and (0) produce any necessary documentation thatthe noraffected Party might needn order tovaldate the existence ofthe Fore Majeure Event pet PD Decc Cont abr eas, » oe