WAREHOUSE LEASE AGREEMENT

This Warehouse Lease Agreement (“Agreement”) is made and entered on [ ] (“Execution Date”) at
[ ].

BY AND BETWEEN:

[ Mr. Sunil Kumar Jain ], having its registered office at [ 28/36 Old Rajinder Nagar New Delhi 110060
], acting through its authorised signatory [ ] (hereinafter referred to as “Lessor”) which expression
shall, unless repugnant to the context or meaning thereof, be deemed to include its successors in
interest and permitted assigns) of the FIRST PART.
[ Mr. Seema Jain ], having its registered office at [ 28/36 Old Rajinder Nagar New Delhi 110060 ],
acting through its authorised signatory [ ] (hereinafter referred to as “Lessor”) which expression
shall, unless repugnant to the context or meaning thereof, be deemed to include its successors in
interest and permitted assigns) of the FIRST PART.
[ Mr. Rajendra Jain ], having its registered office at [ 28/36 Old Rajinder Nagar New Delhi 110060 ],
acting through its authorised signatory [ ] (hereinafter referred to as “Lessor”) which expression
shall, unless repugnant to the context or meaning thereof, be deemed to include its successors in
interest and permitted assigns) of the FIRST PART.
[ Mr. Shobha Jain ], having its registered office at [ 28/36 Old Rajinder Nagar New Delhi 110060 ],
acting through its authorised signatory [ ] (hereinafter referred to as “Lessor”) which expression
shall, unless repugnant to the context or meaning thereof, be deemed to include its successors in
interest and permitted assigns) of the FIRST PART.

AND

CAMPUS ACTIVEWEAR LIMITED, a company incorporated under the Companies Act, 1956 having
its registered office at D-1, Udyog Nagar, Main Rohtak Road, New Delhi 110041, with CIN:
L74120DL2008PLC183629, acting through its authorised signatory [___] (hereinafter referred to as
“Lessee”, which expression shall, unless it be repugnant to the context or meaning thereof, (be
deemed to include its successors-in-interest and permitted assigns) of the OTHER PART.

The Lessor and the Lessee are collectively referred to as “Parties” and severally as “Party.”

RECITALS

A. The Lessor is the absolute owner of a land parcel located at [36/14, 36/17 Mundka Village
Opposite Krishna Dharam Kata, Mundka New Delhi 110041] (hereinafter referred to as “Land”)
and more particularly described in in Annexure A.

B. The Lessor has constructed a warehouse on the said Land in compliance with applicable laws
and the same is capable of being used for commercial purposes (“Warehouse”).

C. The Lessee is engaged in the business of manufacturing, sales and marketing of shoes,
sandals and related products.

D. Based on the Lessor’s representations regarding the commercial utility of the Warehouse, the
Lessee is desirous of obtaining on lease, the Warehouse for its business purposes and the
Lessor has agreed to lease the same to the Lessee on the terms and conditions set out
hereinbelow.

NOW THEREFORE, in consideration of the mutual covenants, terms and conditions and
understandings set forth in this Agreement and other good and valuable consideration (the receipt
and adequacy of which is hereby mutually acknowledged), the Parties with the intent to be legally
bound hereby agree as follows:

1. DEFINITIONS

Page 1 of 13
1.1. Capitalized terms and expressions shall, unless repugnant to the context or meaning
thereof, shall have the following meanings in the Agreement:

1.1.1 “Effective Date” shall have the meaning ascribed to it in clause 8.1 of this
Agreement.

1.1.2 “Execution Date” shall have the meaning assigned to it in the introduction to
this Agreement.

1.1.3 “Force Majeure Event” shall have the meaning ascribed to it in clause 9 of this
Agreement.

1.1.4 “INR” means Indian Rupees.

1.1.5 “Lock-in” shall have the meaning ascribed to it in clause 3.5 of this Agreement.

1.1.6 “Product” means the finished goods, components and raw materials that will be
stored by the Lessee at the Warehouse.

1.1.7 “Rent” shall have the meaning ascribed to it in clause 3.1 of this Agreement.

1.1.8 “Security Deposit” shall have the meaning ascribed to it in clause 4.1 of this
Agreement.

1.1.9 “Term” shall have the meaning ascribed to it in clause 8.1 of this Agreement.

1.2. The following rules of interpretation shall apply in this Agreement unless the context
requires otherwise or is expressly specified otherwise:

1.2.1 The singular includes the plural and conversely.

1.2.2 A gender includes all genders.

1.2.3 Where a word or phrase is defined, its other grammatical forms have a
corresponding meaning.

1.2.4 A reference to a clause or annexure is to a clause of or annexure to this

Agreement.

1.2.5 A reference to any agreement or document is to that agreement or document as

amended, novated, supplemented, varied or replaced from time to time, except
to the extent prohibited by this or that other agreement or document.

1.2.6 A reference to any legislation or to any provision of any legislation includes any
modification or re-enactment of it, any legislative provision substituted for it and
all regulations and statutory instruments issued under it.

1.2.7 Mentioning anything after include, includes or including does not limit what else
might be included.

1.2.8 The headings and titles in this Agreement are indicative and shall not be deemed
part of this Agreement or taken into consideration in the construction of this
Agreement.

1.2.9 Time is of the essence in the performance of the Parties’ respective obligations.
If any time period specified herein is extended, such extended time shall also be
of the essence.

1.2.10 Any rule of statutory interpretation on interpreting agreements against a Party

proposing or drafting the agreement shall not be applicable to this Agreement.

Page 2 of 13
2. SCOPE OF THE AGREEMENT

2.1 Subject to the terms and conditions set out in this Agreement, the Lessor hereby agrees
to provide on lease the Warehouse, [on a bare shell basis/ with such infrastructure as set
out in Annexure __], and the Lessee hereby agrees to obtain the same for its business
purposes.

2.2 The Lessor shall, during the Term of this Agreement, ensure that:

2.2.1 The Lessee peaceably and quietly holds, possesses and enjoys the Warehouse
and every part thereof during the Term without any interruption, disturbance
claim or demand whatsoever from or by the Lessor or any other person
whomsoever;

2.2.2 The Lessee is in a position to use the Warehouse to store the Products and
carry out such other operations and activities as it deems fit for the purpose of
furtherance of its business, including such operations that are incidental to
storage, transporting, safekeeping and handling of Products;

2.2.3 The Lessee is able to recruit workers, employees and contract labour to carry
out its business activities in the Warehouse, in such manner as it deems fit.

2.2.4 The Lessee and its employees, workers, labourers, representatives are able to
access the Warehouse, at any given point as they deem fit, for the business
purposes. The Lessor shall provide adequate access cards/ keys to ensure
unfettered access by the Lessee and its personnel.

2.2.5 The Lessee has the right to affix, paint or otherwise exhibit any name plate,
banner, directorial signage or any other sign outside the Warehouse for the
purpose of identification.

2.2.6 The Lessee has the right to require the Lessor to carry out maintenance works,
repairs and interior works, as and when due.

2.2.7 The Lessee is handed over with the Warehouse on the Effective Date, in good
and tenantable condition and shall ensure, the availability of utilities such as
water and electricity throughout the Term of the lease and renewal thereof.

2.2.8 The Lessee has the right to install equipment, machinery, fixtures and fittings for
convenient use of the Warehouse.

2.2.9 The structural repairs and redevelopment, if any, to be made to the Warehouse
during the Term shall only be undertaken upon discussion with the Lessee. The
Parties shall mutually decide on the schedule for such repairs and
redevelopment, so as to ensure that the same does not impact the business
continuity of the Lessee.

3. RENT AND PAYMENT TERMS

3.1 On and from the Effective Date and during the Term of this Agreement, the Lessee shall
make monthly payment of rent to the Lessors as per the decided share i.e., 26% and
74% respectively, which further implies the Lessee shall make 26% of the monthly
payment to Mr. Sunil Kumar Jain and 74% to Smt. Seema Jain respectively, as per the
decided share i.e., 41.5% and 58.5% respectively, which further implies the Lessee shall
make 41.5% of the monthly payment to Mr. Rajendra Jain and 58.5% to Smt. Shobha
Jain respectively in respect of the lease of the Warehouse, on or before the 7th day of
each calendar month according to Gregorian Calendar. The total rental amount to be
paid by the Lessee, together with all taxes and charges in advance, is specified in
Annexure B of this Agreement (hereinafter collectively referred as ‘Rent’). It is hereby

Page 3 of 13
 clarified that the Lessee shall not be liable to pay another other taxes, duties, charges or
fees, over and above the Rent as mentioned in Annexure B.

3.2 All payments to the Lessor shall be made by way of [cheque/ bank draft/ wire transfer]
and subject to applicable tax deducted at source and Lessor shall acknowledge receipt of
each payment made hereunder.

3.3 The Lessor shall be responsible for remitting the applicable taxes/GST to the relevant
government authorities within the prescribed timelines and shall keep the Lessee
indemnified against any financial impact due to any act or omission of the Lessor under
any applicable laws.

3.4 The Lease rent for the initial period of three years shall remain fixed and unchanged,
unless otherwise agreed upon in writing by both parties. Upon completion of the first
three years of the lease term, the Lease rent shall be increased by 15% after completion
of the first three years and every subsequent three-year period thereafter, for the
duration of the lease agreement. This increase shall become effective immediately and
shall remain in effect for the duration of the lease agreement, unless otherwise agreed
upon in writing by both parties.

3.5 Parties agree that there shall be a lock-in period of one year (12 months) from the
commencement date of this lease agreement. During this period, neither party shall have
the right to terminate this lease agreement for any reason whatsoever, except for a
breach of the terms and conditions of this lease agreement by the other party. Upon
expiration of the lock-in period, either party may terminate this lease agreement by giving
the other party at least (__) days' written notice of termination.

3.6 In consideration of the agreed lock-in period of 12 months specified in this Agreement,
the Lessee acknowledges and agrees that if they choose to vacate the property before
the expiration of the lock-in period, they shall be liable to pay the rent for the entire lock-
in period, as specified in this Agreement, irrespective of the actual duration of their stay.

4. SECURITY DEPOSIT

4.1 The Lessee shall provide the Lessor with a security deposit of Rs. ___________ (in
words, _______________ only) equivalent to three months' lease rent, to be held
interest-free for the duration of the lease agreement. The Lessor acknowledges the
receipt of the said refundable interest-free security deposit and undertakes to refund
the same upon termination of this Agreement, subject to mutual consent on account of
lease rental, electricity, and maintenance charges. In the event of damage or unpaid
rent, the Lessor reserves the right to deduct such amounts from the security deposit
before returning the balance to the Lessee. If the Lessor fails to refund the security
deposit subject to due compliance of terms and conditions of this lease by the Lessee,
the Lessor shall be liable to pay the Lessee interest at the rate of 12% per annum for
the delayed period of refund. Failure to pay such interest shall entitle the Lessee to
continue using the demised premises for its business without any liability to pay any
lease rent or other charges from the date of termination of the Agreement.

5. INSURANCE

5.1 During the Term and any renewal thereof, the Lessor is responsible for obtaining and
maintaining insurance policies (If possible), at its own expense, to cover the entire
Warehouse, including the land, building, and infrastructure. These insurance policies must
include fire and earthquake coverage for the Warehouse, as well as third-party liability
insurance. The Lessor is also required to make timely payment of all insurance premiums. In
the event of any material changes to the insurance policies, such as changes in coverage
level or type, the Lessor must promptly notify the Lessee. In case the Lessor does not have
the premises insured, the Lessor cannot hold the Lessee responsible for any loss suffered by
the premises due to acts beyond the control of the Lessee.

Page 4 of 13
5.2 The Lessee shall obtain and maintain, at its own expense, an insurance policy covering all of
the goods kept in the demised premises against fire, theft, damage, or any other insurable
risk that may arise during the term of this lease agreement. Such insurance policy shall name
the Lessor as an additional insured and loss payee and shall provide that any loss or damage
to the goods shall be payable to the Lessor. The Lessee shall provide proof of such insurance
coverage to the Lessor at least 10 days prior to the commencement of the lease term and
shall maintain such coverage throughout the term of this lease agreement. In the event that
the Lessee fails to maintain the required insurance coverage, the Lessor may, at its option,
obtain insurance coverage for the goods and charge the cost of such coverage to the Lessee,
in addition to any other remedies available to the Lessor under this lease agreement.".

6. REPRESENTATIONS, WARRANTIES AND COVENANTS

6.1 As on the Execution Date and the Effective Date, the Lessor makes the following
representations, warranties and covenants for the benefit of the Lessee, as a present and
ongoing affirmation of facts in existence at all times when this Agreement is in effect:

i. The Lessor is validly existing and incorporated under the laws of India and it has full power
and authority to execute this Agreement.

ii. Neither the execution and delivery of this Agreement nor the consummation of transactions
contemplated herein nor compliance with any of the provisions contained herein will: (a)
conflict with or result in breach of any provision of the constitutional documents of the Lessor;
(b) assuming compliance with matters set forth herein, violate any law by which the Lessor is
bound; or (c) require any consent or authorization under any law or contract or judgment or
order of court.

iii. This Agreement will, when executed, constitute valid and binding obligations on the Lessor in
accordance with its terms.

iv. The Lessor has a valid, clear, unencumbered and legal title to the Land and the Warehouse
to be used for undertaking obligations under this Agreement. The Lessor is seized and
possessed of the Land and the Warehouse developed thereon and is competent to lease the
Warehouse and possesses all valid licenses and registrations in respect of the Land/
Warehouse.

v. No third party has an existing claim or can bring about a claim, whether now or in future, on
the Land and/ or the Warehouse, in respect of ownership or otherwise.

vi. The Lessor confirms that the Lessee shall acquire a free and clear freehold title on the
Effective Date stipulated under this Agreement.

vii. All property taxes, electricity and water charges and all other outgoings in respect of the
Warehouse will be properly remitted by the Lessor so that there are no arrears, outstanding or
dues as on the Execution Date. The Lessor will provide written confirmation of the latest
property tax paid receipt, electricity and water charges, and all other outgoings which
evidences payment as on the Execution Date.

viii. Any penalties and/or levies imposed by statutory authorities regarding the occupation,
completion, or usability of the Land and/or the Warehouse, or any other liabilities arising from
the construction and development on the Land, shall be solely the responsibility of the Lessor.
This applies to penalties incurred both before and after the Execution Date. However, any
penalties specifically imposed due to misuse shall also be borne by the Lessor.

ix. As on the Execution Date, there are no litigations, claims or any other disputes that may lead
to attachment, acquisition or in any manner impact the usage of the Warehouse by the
Lessee. In case there is any title litigation on the Warehouse or any action by any authority
relating to the licenses/approvals required by the Lessor in respect of the Warehouse, and

Page 5 of 13
 such litigation/ action of the authority affects the title of the Lessor and/or peaceful occupation
of the Lessee in the Warehouse, the Lessee shall be entitled to terminate this Agreement.

x. The Lessor shall be responsible to obtain, maintain, renew any and all the licenses and
permissions as may be required under the laws of the land for the proper functioning of the
Warehouse.

xi. The infrastructure of the Warehouse is upgraded and maintained from time to time.

The Lessor shall ensure that adequate firefighting and protection devices such as
______________ fire detection systems are installed and maintained at the Warehouse
of the Lessor, in accordance with the National Building Code and other applicable laws
the same has been checked & confirmed by lessor. Moreover, the Lessee is
responsible for applying for the Fire NOC (No Objection Certificate), and the Lessor will
offer full assistance and provide all necessary documentation to obtain it. If the Lessor
fails to provide the required support in obtaining the Fire NOC, resulting in any loss or
damage to the Lessee, the Lessor bears the responsibility for such consequences. The
Lessor shall be responsible for any kind of loss or damage incurred by the Lessee due to
faulty and inadequate fire – fighting systems.

The Lessor is restricted from transferring, mortgaging, or disposing of its interest in

the Warehouse or Land without prior notification to the Lessee during the term of this agreement.
However, the Lessee's consent cannot be unreasonably withheld, provided that the buyer or
mortgagee acknowledges the Lessee's rights as outlined in this agreement and takes necessary
measures to prevent any adverse impact on the Lessee's rights, including the uninterrupted
continuation of this agreement for the specified term.

7. INDEMNITY

7.1 Lessee Indemnification:

i. The Lessee shall indemnify and hold harmless the Lessor from all claims, damages,
losses, liabilities, costs, and expenses arising out of or in connection with the following:
ii. Any damage or loss caused to the building or premises due to the negligence, willful
misconduct, or breach of any obligations by the Lessee.
iii. Any damage or loss to the building or premises resulting from the storage or handling of
goods by the Lessee in a manner that may adversely affect the structural integrity or
safety of the building.
iv. Any claims or liabilities arising from injuries to third parties or damage to their property
that occur within the premises due to the actions or omissions of the Lessee or its
employees, agents, or contractors.
v. Any costs incurred by the Lessor in defending against or settling claims arising from the
Lessee's actions or omissions that result in damage or loss to the building or premises.
vi. The Lessee shall exercise reasonable care and caution in the use and operation of the
premises in accordance with normal standards and shall promptly notify the Lessor of any
potential risks or damages that may affect the building.

7.2 Lessor Indemnification:

i. The Lessor shall indemnify and hold harmless the Lessee from all claims, damages,
losses, liabilities, costs, and expenses arising out of or in connection with the following:
ii. Any impediments to the Lessee's business operations caused by the Lessor's failure to
obtain necessary permits or authorizations required for the proper usage of the
warehouse, as applicable under the current laws and regulations.

Page 6 of 13
 iii. Any actions, claims, or demands made by authorities or regulatory bodies that hinder or
prevent the Lessee from conducting its business operations within the premises, due to
the Lessor's negligence or non-compliance with relevant legal requirements.
iv. In the event of any such situation, where the Lessee's business operations are
obstructed, the Lessee shall have the right to withhold rent payments until the concerns
raised by the authorities are adequately addressed, resolved, and the business can be
resumed.

7.3 Both parties agree to promptly notify each other in writing of any claims or potential claims
that may give rise to indemnification obligations under this clause.

7.4 The indemnification obligations of the Lessee and Lessor shall survive the termination or
expiration of the warehouse agreement.

7.5 The parties shall cooperate in good faith and provide all necessary information, documents,
and assistance required for the defence or settlement of any claims subject to indemnification.

8. TERM AND TERMINATION

8.1. The lease shall commence on the date on which the possession is handed over to the
Lessee, that is, [ ] (the “Effective Date”) and will remain in force for a period of 5 years
till [ ] (“Term”) unless otherwise terminated earlier in accordance with this Agreement.

8.2. This lease may be renewed, after the expiry of the Term set out in clause 8.1 above, by
either Party by giving [90 (ninety)] days’ prior notice for renewal for such further period
and on such terms and conditions as may be mutually agreed between the Parties by
executing and registering a fresh agreement.

8.3. Early Termination and Expiration

The Lessee may terminate the Agreement prior to expiry of the Term in the following
events:

8.3.1. Termination for Convenience: The Lessee may terminate this Agreement in its
entirety at any time without cause by giving [60 (sixty)] days’ notice in writing to
the Lessor.

8.3.2.TERMINATION FOR CAUSE - BY LESSOR: Without prejudice to any other rights and
remedies of the Lessor under this Agreement, the Lessor may terminate this Agreement
with immediate effect by providing written notice of 30 (thirty) days to the Lessee if any
one or more of the following events occur:

i. The Lessor reserves the right to terminate the tenancy in the event of non-
payment of rent for a consecutive period of 2 months. If the Lessee fails to
make timely and complete rental payments for two consecutive months, the
Lessor may exercise their right to terminate the tenancy by providing written
notice to the Lessee. Such termination shall be effective upon the expiry of
the notice period as specified in the notice. The Lessor's right to terminate the
tenancy due to non-payment of rent for a continuous 2-month period is
without prejudice to any other rights or remedies available to the Lessor
under applicable laws or this Agreement.

ii. The Lessee fails to comply with applicable legal requirements with respect to
the Warehouse, and such non-compliance is not rectified within 30 (thirty)
days after intimation to this effect has been given by the Lessor;

Page 7 of 13
 iii. In the event the Warehouse or any part thereof to which this Agreement
pertains becomes unfit for occupation and usage for the purpose for which it
is leased (in the sole discretion of the Lessor);

iv. In the event of continued non-availability of utilities such as electricity and

water at the Warehouse, subject to payment of rent by the Lessee;

v. In the event of continued non-maintenance of the Warehouse, impacting the

usage by the Lessor;

vi. In the event of any change in applicable laws due to which any
conditions/restrictions are imposed on the Lessor or the Warehouse, thereby
making utilization of the Warehouse unfeasible for the Lessor;

vii. In the event the Lessee is unable to undertake its operations from the
Warehouse due to reasons attributable to the Lessee or any third parties;

viii. In the event of failure of the Lessee to undertake repairs, whether structural
or otherwise, that impede the Lessor in using the Warehouse for its intended
purposes.

8.3.3. TERMINATION FOR CAUSE - BY LESSEE : Without prejudice to any other

rights and remedies of Lessee under this Agreement, the Lessee is entitled to
terminate this Agreement forthwith by giving 30 (thirty) days’ written notice to
Lessor if any 1 (one) or more of the following events occur: After the expiry of
lock-in period.

(i) The Lessor fails to comply with applicable legal requirements with
respect to the Warehouse and such non-compliance is not rectified
within 30 (thirty) days after intimation to this effect has been given by the
Lessee;

(ii) The Lessor commits fraud against the Lessee or undertakes any act or
omission which may cause disrepute to the Lessee;

(iii) In the event the Warehouse or any part thereof to which this Agreement
pertains becomes unfit for occupation and usage for the purpose for
which it is leased (in the sole discretion of the Lessee);

In the event of an extended period of non-availability of utilities such as electricity and water
at the Warehouse, making it impossible to conduct business efficiently for more than one
week, and subject to the Lessee's payment of rent,
(iv) In the event of continued non – maintenance of the Warehouse
impacting the usage by the Lessee;

(v) In the event of any change in applicable laws due to which any
conditions/ restrictions are imposed on the Lessee/ Lessor or the
Warehouse, thereby making utilisation of the Warehouse unfeasible for
the Lessee;

(vi) In the event the Lessee is unable to undertake its operations from the
Warehouse due to reasons attributable to the Lessor or any third parties;

b) In the event of failure of the Lessor to undertake repairs, whether structural or otherwise,
that impede the Lessee in using the Warehouse for its intended business purposes.

8.4. Effects of Termination – If the Lessee exercises its right to terminate this Agreement or
upon expiration of this Agreement,

Page 8 of 13
 8.4.1. The Lessor shall permit the Lessee and its employees, agents or contractors to
remove the Products and other property of Lessee from the Warehouse within a
period of 60 (sixty) days from the date of termination of this Agreement.

8.4.2. During the period under notice of termination, both the Parties shall be bound to
perform their obligations under this Agreement.

8.4.3. The termination of this Agreement shall not relieve any Party of any of its
obligations or liabilities and affect the rights and remedies of a Party, which have
accrued prior to the date of termination.

8.4.4. In the event the lease is not renewed in terms of this clause 8.2, the Agreement
shall stand terminated automatically upon expiry of the Term.

9. FORCE MAJEURE

9.1. Neither Party shall be liable if the performance of any of its obligations under this
Agreement is, directly or indirectly, prevented, limited, hindered, restricted or interfered
with in whole or in part by reason of any Force Majeure event. As used herein, the term
“Force Majeure” means acts of God, strikes, lockout, employee disputes, protests or
actions, acts of enemy states, formation of trade union causing disruption in operations,
wars, blockades, insurrections, riots, lightning, earthquakes, fires, floods, explosion,
global/ national pandemic, change in applicable laws or state policies, any order of court
or administrative tribunal or any other events, matters or causes, whether of the same
kind enumerated herein or otherwise, which shall not be reasonably within the control of
the Party affected thereby.

9.2. In the event that (i) either Party is unable to perform any of its obligations under this
Agreement; (ii) the usage of the Warehouse by the Lessee is disrupted; or (iii) the
business operations of the Lessee are disrupted on account of a Force Majeure Event,
the Party who has been so affected shall, as soon as may be, after coming to know of
the Force Majeure Event, inform the other Party and shall take reasonable steps to
resume performance/ rectify the issues (if rectifiable) as soon as may be after the
cessation of the Force Majeure Event. In case of any difficulty in the performance of its
respective obligations by the Party or disruption in usage of the Warehouse or impact on
business operations of the Lessee, caused by a Force Majeure Event for a period of 30
(thirty) days the affected Party shall forthwith notify the other Party of the same, and the
Parties shall decide on a mutually agreeable solution within 10 (ten) days.

9.3. In the event that the Parties are unable to arrive at a mutually agreeable solution either of
the Parties may terminate this Agreement by giving a written notice of 30 (thirty) days to
the other Party.

9.4. Notwithstanding anything contained in this clause 8, if a Force Majeure event renders the
entire Warehouse or any part thereof to which this Agreement pertains, un-inhabitable
and unfit for occupation for the purpose for which it is leased, the Lessee shall issue a
written notice to the Lessor to remedy the Warehouse within 60 (sixty) days or any such
mutually agreed time. In case the Lessor is not able to remedy the Warehouse within the
notice period, the Lessee will be entitled to terminate this Agreement forthwith.

10. DISPUTE RESOLUTION AND MEDIATION

10.1. Any dispute, difference, or question arising out of, in relation to, or incidental to this
Agreement, including any dispute as to the existence or validity hereof, shall be initially
attempted to be resolved through mutual discussions and negotiations between the Parties.

10.2. In the event that the Parties are unable to resolve the dispute through mutual discussions
within a period of 30 (thirty) days from the date when the dispute arose, the matter shall be
submitted to the exclusive jurisdiction of the courts in Delhi. The Parties hereby agree that

Page 9 of 13
 the courts in Delhi shall have the sole authority to hear and determine any legal proceedings
arising from the dispute, and the Parties hereby submit to the jurisdiction of those courts.

The Parties agree that any decision or judgment rendered by the courts in Delhi shall be final and
binding upon the Parties.
11. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed and enforced in accordance with the laws
of India. Subject to the provisions of Clause 10, the courts at New Delhi shall have exclusive
jurisdiction over all matters in connection herewith.

12. NOTICES

12.1. All notices under this Agreement shall be delivered either by hand with acknowledgement
of receipt taken for such delivery or by Registered Post at the registered office address of
the Parties first herein above mentioned and it shall be deemed to have been duly
received and come into effect on the expiry of 7 (seven) days from the day of dispatch of
such notice by Registered Post. Such notices shall be addressed to:

In case of Lessee:
Name: [ ]
Address: [ ]

In case of Lessor:
Name: [ ]
Address: [ ]

12.2. Either Party may from time to time change its address for receipt of notice or other
communications, by giving the other Party(ies) not less than 30 (thirty) days’ notice in the
manner prescribed herein above.

13. ENTIRE AGREEMENT

This Agreement, including its annexures and reference to the specified documents, represents
the entire understanding and agreement between the Parties as to the subject matter hereof
and supersedes any prior understanding, agreement, discussions and negotiations between the
Parties, in writing or otherwise. Any amendments to this Agreement shall be effective only if
they are in writing and are signed by the Parties hereto.

14. SEVERABILITY

If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any
present or future applicable law, then (a) such provision shall be fully severable; (b) this
Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable
provision had never comprised a part hereof; (c) the remaining provisions of this Agreement
shall remain in full force and effect and shall not be affected by the illegal, invalid, or
unenforceable provision, or by its severance here from; and (d) in lieu of such illegal, invalid, or
unenforceable provision, there shall be added, automatically, as a part of this Agreement, a
legal, valid, and enforceable provision as similar in terms and effect to such illegal, invalid, or
unenforceable provision as may be possible.

15. WAIVER

Failure by either Party to insist upon strict performance of any of the provisions contained in this
Agreement shall in no way constitute a waiver of its rights as set forth in this Agreement, at law
or in equity, or a waiver of any other provisions or subsequent default by the other Party in the
performance of or compliance with any of the terms and conditions set forth in this Agreement.
No forbearance, indulgence or relaxation or inaction by a Party at any time to require
performance of any of the provisions of this Agreement shall in any way affect, diminish or

Page 10 of 13
 prejudice the right of such Party to require performance of that provision. Any waiver or
acquiescence by a Party of any breach of any of the provisions of this Agreement shall not be
construed as a waiver or acquiescence of any right under or arising out of this Agreement or of
the subsequent breach, or acquiescence to or recognition of rights other than as expressly
stipulated in this Agreement.

16. ASSIGNMENT AND SUB-CONTRACTING

The Lessee shall be entitled to sub lease or assign or part with possession of the Warehouse or
any portion thereof to its affiliates or associates or subsidiary companies with the prior written
permission to the Lessor.

17. SURVIVAL

The Parties agree that clauses relating to Effects of Termination, Representations and
Warranties, Indemnity, Liability, Governing Law and Jurisdiction, Dispute Resolution and
Arbitration, Notices and this clause 17 shall survive the expiry or termination of the Agreement.

18. COUNTERPARTS

This Agreement may be executed in any number of counterparts and by the Parties to it on
separate counterparts, each of which shall be an original but all of which together shall
constitute one and the same instrument. The delivery of signed counterparts by facsimile
transmission or electronic mail in “portable document format” (“.pdf”) shall be as effective as
signing and delivering the counterpart in person.

19. COSTS

Save as otherwise provided in this Agreement, each Party shall bear its own costs and
expenses incurred in connection with the execution of this Agreement and all transactions
herein envisaged. The stamp duty payable on this Agreement shall be borne by both the parties
in equal ratio i.e., 50% by the [Lessor] and 50% by the [Lessor]. The [Lessor] shall register this
Agreement within 30 (thirty) days from the Execution Date and shall bear stamp duty,
registration charges, legal charges and other costs and expenses incidental to the preparation
and registration of this Agreement. The [Lessee] shall co-operate with [Lessor] for registration
of lease with the appropriate authority.

THE PARTIES HERETO have duly executed this Agreement as of the date first above mentioned.

CAMPUS ACTIVEWEAR LIMITED (Lessee):

______________________________
Name:
Title:

Lessor

___________________________
Name:
Title

Page 11 of 13
 Annexure A

Description of Land and the Warehouse

[ to be inserted]

Page 12 of 13
 Annexure B

Details of Charges

[to be inserted]

Page 13 of 13