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LEASE DEED

This Lease Deed (this “Deed”) is made at Gandhinagar on this ____ day of
______________, 2023.

BY AND BETWEEN

SAVVY ATS REALTY LLP, a limited liability partnership formed under the Limited Liability
Partnership Act, 2008 with its LLP Identity Number (LLPIN) AAY-5124 having its
Registered Office at B-900, Shapath-IV, Opp. Karnavati Club, S. G. Highway, Ahmedabad,
Gujarat – 380015 (PAN: AEOFS2885K]), represented by its authorized signatory Mr./ Ms.
Mitesh Patel (Aadhar No. 724861586457) authorized vide resolution dated 10.08.2022
(hereinafter referred to as the “Lessor” or “Co-Developer”, which expression shall unless
repugnant to the context or meaning thereof be deemed to mean and include its successor-
in-titles and permitted assigns) of the One Part.

AND

, a firm / company incorporated under the provisions of the with its

Identity Number and having its Registered Office at , , (PAN : AAJCT8900A),
represented by its Authorized Signatory, Mr., (Aadhaar No - ) authorized vide
Board Resolution dated - 10.05.2023 (hereinafter referred to as the “Lessee”,
which expression shall unless repugnant to the context or meaning thereof be
deemed to mean and include its successor-in- titles and permitted assigns) of the
Second Part.

AND

Lallooji & Sons, a partnership firm formed under the Indian Partnership Act,
1932 , having its Registered Office at A-2 Shivalik Business Center, Off. S G
Highway, B/h. Rajpath Club, Ahmedabad-380054 (PAN: AAAFL8391H),
represented by its Authorized Signatory, Mr. Rakesh Dudhrejiya (Aadhaar No.
495409735825),
authorized vide letter dated 08.06.2023 (hereinafter referred to as the “Service
Provider”, which expression shall unless repugnant to the context or meaning
thereof be deemed to mean and include its successor-in-titles and permitted
assigns) of the Third Part.

The Lessor, the Lessee and the Service Provider shall be collectively referred to as
“Parties” and individually as “Party”.
WHEREAS:-

A. Gujarat International Finance Tec-City Company Limited, (“GIFTCL”), is developing

a global financial services hub, known as ‘GIFT City’, on about 886 acres of land,
situated and lying at Taluka and District Gandhinagar, Gujarat (“GIFT City Area”),
which will cater to India’s large financial services potential by offering global firms,
the world class infrastructure and facilities.

B. The Development Plan of the GIFT City area was approved by Urban Development
and Urban Housing Department, Government of Gujarat, vide Notification No. GH/
V/170/2011/GIFT-102011-2523-L dated 19th October, 2011, with land earmarked for

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various land uses like Commercial, Residential and Institutional etc. including the in-
frastructure. GIFT City comprises of SEZ area and Non-SEZ area. GIFTCL (the
Holding Company) is developing Non-SEZ/ Domestic Tariff area of GIFT City and
GIFT SEZ Ltd. (a 100% Subsidiary Company of GIFTCL) is developing the SEZ
area of GIFT City (hereinafter referred to as “the Developer” or “GIFT SEZ Ltd.").
C. For the purpose of the development of the GIFT City in the manner stipulated
hereinabove, the Government of Gujarat (“GoG”) vide Government Resolution Nos.
JMN/222007/1966/A.1 and JGDH/1608/ 655/GH both dated 22 ndMarch 2011 read
with Order No. CB/JMN/Vashi. 6254 to 6270/2011 dated 15th April, 2011 of the
District Collector, Gandhinagar and Government Resolution No.
JMN/222007/1966/A.1 dated 7th June 2011 and Order No. CB/JMN/Vashi. 8466 to
8480/2011 dated 10th June 2011 of the District Collector, Gandhinagar, transferred
lands admeasuring 412 acres to GIFTCL and lands admeasuring 261 acres to GIFT
SEZ Limited.

D. The Govt. of India vide its notification no. S.O. 1910 (E) dated
18.08.2011, under sub-section (1) of Section 4 of the Special Economic
Zones Act, 2005 (the ‘Act’) read with Rule 8 of the Special Economic
Zones Rules, 2006 (the ‘Rules’) has notified over an area of 105.4386
Hectares (261 Acres) at Villages- Pirojpur and Ratanpur, Taluka-
Gandhinagar, District-Gandhinagar, in the State of Gujarat for develop-
ment, operation and maintenance, as a sector specific multi- services
Special Economic Zone (hereinafter referred to as “GIFT SEZ”). India’s
first International Financial Services Centre (GIFT IFSC) has been set-up in GIFT
SEZ area, under the provisions of the Act and the Rules, wherein, Banking, Insur-
ance & Capital markets institutions are allowed to set up operations in the GIFT
IFSC.
E. A Co-Development Agreement dated 9th May 2023 w a s entered
between the Developer and the Co-Developer, for development and
construction of a temporary structure for office space, situated on a piece
and parcel of land admeasuring about 2385 sq. mtrs., bearing Survey No. 500
(Old Survey No. 262/1-P) situate, lying and being at Village: Ratanpur, Taluka
and District - Gandhinagar, Gujarat, and situated on building footprint 15-B
(Temporary Structure 15-T), being part of Block 15, in Zone-1 in the processing
area of GIFT SEZ, GIFT City, Gandhinagar, Gujarat (“Project Land”). The
Project Land is more specifically described in the Schedule A hereunder.

F. Pursuant thereto, the Co-Developer has constructed and developed the Temporary
Structure named PRAGYA ACCELERATOR-1 and more particularly described in
Schedule-“B” (“the said Structure”) over the Project Land.

G. Upon completion of the development of said Structure, the Developer

has executed a lease deed dated 19th May 2023 for the Project Land, in
favour of the Lessor, registered with the o f f i c e o f t h e Sub-Regis-
trar, Gandhinagar at Serial No. 28250/2023 (“Lease Deed”), for a
lease period of 5 (Five) years, commencing from the date of completion of
the Project i.e. from 16th November, 2022 and expiring with efflux of time by 15 th
November, 2027 (“Lease Period”).

H. The Lessor is in possession of the Project Land on leasehold basis.

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I. The Service Provider has been appointed to provide all types of support ser-
vices to cater to the approved units.

J. At the request of the Service Provider, the Lessor has appointed the Ser-
vice Provider to develop certain number of furnished units fully equipped
with IT services and other utilities to provide smaller ready to use
premises for potential businesses at GIFT SEZ on plug and play basis.
The said furnished units have been developed to provide feasible options
on lease to Units/startups wanting to start their businesses at GIFT SEZ
and existing businesses wishing to operate from GIFT SEZ. The Service
Provider shall be responsible to maintain the said premises and provide
various support services, as described in this Lease Deed, to various
lessees.
K. The Lessee has been granted approval by the Development
Commissioner, Kandla Special Economic Zone under SEZ Act 2005, to
establish a unit in GIFT SEZ, for undertaking the authorized operations vide
its Letter of Approval (LOA). The said Letter of Development
Commissioner is annexed herewith as ‘Annexure - A’.

L. Based on the letter of approval of the Development Commissioner and for

setting up an unit in GIFT SEZ, at the request of the Lessee, the Lessor has
agreed to give on lease, a furnished unit on plug and play basis to the
Lessee being Unit/Cabin No. GA - 01, on Ground Floor, in PRAGYA
ACCELERATOR-1, situated on building footprint 15-B (Temporary Structure 15-T),
being part of Block 15, Road 1C, Zone-1, GIFT SEZ, Dist. Gandhinagar
382355, along with all that furniture, fittings and fixtures agreed to be
provided by the Service Provider therein and more particularly described in
the Schedule-D hereunder (hereinafter referred to as the “Leased Unit”).

M. The Lessor is absolutely seized and possessed or otherwise well and sufficiently
entitled to the Leased Unit and is also permitted and is at liberty to lease/sub-
lease to the Lessee subject to the terms and conditions contained under this
Lease Deed.

N. The Lessee has visited PRAGYA ACCELERATOR and is well aware about
GIFT City and GIFT SEZ and all the matters relating to the said Structure. Upon
satisfaction with all the requisite details of the said Structure by the Lessee,
either himself/herself/itself or through its/his/her advisors/authorized
signatories, the Lessee had agreed to execute this Lease Deed to get the
Leased Unit on leasehold basis on the terms and conditions contained herein.

O. The Lessee has minutely satisfied himself/herself/itself about the title of the
Developer in respect of the Project Land from his/her/its own
assessment and through his/her/its own legal adviser/ advocate(s).

P. In view of the above and at the request of the Lessee, the Lessor has
entered into this Lease Deed to transfer the Leased Unit to the Lessee on
leasehold basis upto 15 th November 2027 in the manner and upon the
terms and conditions contained hereinafter under these presents.

Q. The Lessee is fully aware that on the representations and confirmations

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made by the Lessee and relying upon the same, the Lessor and the Service
Provider have agreed to enter into this Lease Deed and agreed to grant the
lease and provide services thereof for the Leased Unit in accordance with
the terms of the Lease Deed.

NOW THIS DEED WITNESSETH AND IT IS HEREBY AGREED BY

AND BETWEEN THE PARTIES AS FOLLOWS:

1. DEFINITIONS

In this Lease Deed (including the recitals above and the schedules hereto),
except where the context otherwise requires, the words and expressions used
therein shall have the following meaning:

a) “Applicable Law” means any applicable statute, notification, bye laws,

rules, regulations, guidelines, rule of common law, policy, code, direc-
tives, ordinance, orders or instructions having the force of law enacted or
issued by any Authority, including any statutory modification or re-enact-
ment thereof for the time being in force.

b) “Approval/s” means and include all licenses, permits, approvals, sanc-

tions, consents obtained / to be obtained from or granted / to be granted
by the Authority in connection with the PRAGYA ACCELERATOR and/or
the development thereof.

c) “Authority” means any applicable central, state or local government,

legislative body, regulatory, administrative or statutory authority, agency
or commission or department or public or judicial body or authority in-
cluding the Regulatory Authority, IFSC Authority , and the Develop-
ment Commissioner.

d) “Board of Approval” means the Board of Approval, Ministry of Com-

merce and Industry, Government of India.

e) “Development Commissioner” means the Development Commis-

sioner, Kandla Special Economic Zone, Ministry of Commerce and In-
dustry, Government of India.

f) “Eligibility Certificate” means the eligibility certificate bearing no. ,

dated , issued by the office of the Development
Commissioner, Kandla Special Economic Zone, Government of India
to the Lessee.
g) “Fees” shall mean as described in Clause 4.3 hereto.

h) “Force Majeure” means a case of war, flood, drought, fire, cyclone,

earthquake or any other calamity caused by nature affecting the de-
velopment of the Project/ Leased Unit.
i) “Letter of Approval” (LOA) means the letter of approval,
dated , Ref. No. ____________________issued by the of-
fice of the Development Commissioner, Kandla Special Economic

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Zone, Government of India to the Lessee. A copy of the Letter of Ap-

proval is annexed as Annexure - A hereto.

j) “Re.”, “Rs.” or “Rupees” or “₹” means the lawful currency of the

Republic of India.

k) “Regulatory Authority” means the respective Government Authority

established under the applicable law and as applicable from time to
time.

l) “Rent” shall mean as described in Clause 4.2 hereto.

m) “SEZ Act” means Special Economic Zone Act, 2005 as amended

from time to time.

n) “SEZ Rules” means Special Economic Zone Rules, 2006 as

amended from time to time.

o) “Taxes” means any Indian taxes including goods and services tax,
customs duties, local taxes, cess and any impost or surcharge of like
nature (whether Central, State or local).

2. INTERPRETATIONS:

2.1. Words in singular shall include the plural and vice versa.

2.2. Reference to a gender includes a reference to all other genders.

2.3. Reference to any legislation, enactment, statutory provision or to any

provision of any legislation shall be a reference to it as it may have
been, or may from time to time be, amended, modified, consolidated or
re-enacted.

2.4. Any reference to an Article, Recital, Clause, Annexure or Schedule

shall be deemed to be a reference to an article, recital, clause, annex-
ure or schedule of this Lease Deed.

2.5. The headings used herein are inserted only as a matter of conve-
nience and for ease of reference and shall not affect the construction
or interpretation of this Lease Deed.

2.6. Reference to days, months and years are to Gregorian days, months
and calendar years, respectively.

2.7. Any reference to the words "hereof," "herein", "hereto" and "hereunder"
and words of similar import when used in this Lease Deed shall refer to
clauses or schedules of this Lease Deed as specified therein.

2.8. The words "include" and "including" are to be construed without limita-
tion.

2.9. Any reference to the masculine, the feminine and the neutral shall in-
clude each other.

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2.10. In determination of any period of days for the occurrence of an event or

the performance of any act or thing shall be deemed to be exclusive of
the day on which the event happens or the act of thing is done and if the
last day of the period is not a working day, then the period shall include
the next following working day.
2.11. The term ‘Lessee’ used herein shall include the lessee, assignee
and/ or transferee, as the context may require

2.12. The definitions and recitals shall form part and parcel of this Lease
Deed and shall be read in conjunction with this Lease Deed.

3. LEASE PERIOD / TERM

3.1. The term of this Lease Deed is for the period commencing on and from
date of _________________ (the “Lease Commencement Date”) and
expiring on 15th November 2027 (the “Lease Period” or the “Term”).

3.2. Right before the expiry of the Lease Period, the Parties to this Lease
Deed upon mutually agreeable terms may renew the Lease Deed for
a further agreeable time period and may enter into a new Lease Deed in
writing subject to the extension of Lease Period by Developer GIFT
SEZ Ltd.

3.3. The rent on any renewal will be as agreed by the Parties at the time
of renewal.

3.4. The lock in period shall be of one year, beginning from the Lease
Commencement Date (the “Lock-in- Period”).

3.5. Any termination by the Lessee during the Lock-in-Period will make
the Lessee liable to pay a termination fee equal to the Rent plus
Fees for balance period of Lock-in-Period.

4. CONSIDERATION

4.1. The Consideration for this Lease Deed shall include Rent to be
payable by the Lessee to the Lessor and Fees to be paid by the
Lessee to the Service Provider.

4.2. RENT

4.2.1. In consideration of the lease of Leased Unit to the Lessee,

the Lessee will pay a fixed rent of Rs.60,000 /- (Rupees
Sixty Thousand Only only) as monthly rent plus
applicable taxes, at the time of the payment.

4.2.2 The Rent shall be payable by the Lessee to the Lessor.

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4.3. Additional FEES

4.3.1. In consideration of the other services being provided by the Ser-

vice Provider, within the Leased Unit to the Lessee, the Lessee
will pay t h e a p p l i c a b l e a d d i t i o n a l Fees as agreed
upon by the Lessee and the service provider, if any as monthly
fees plus applicable taxes, at the time of the payment.

4.3.2. The Additional Fees shall be payable by the Lessee to the

Service Provider .

4.3.3. The Additional Fees shall be inclusive of all charges/ ameni-

ties/ Services as agreed upon between the Lessee and Ser-
vice Provider and described in Schedule-E.

4.4. There shall be no decrease in the Rent and Fees during the term of
this Lease Deed unless otherwise agreed between all the Parties.

4.5. The above stated Rent and Fees shall be increased at the rate of 5%
at the end of every year on the last applicable Rent and Fees.

4.6. The Rent shall commence from the Lease Commencement Date and
the Fees shall commence from the date as agreed upon between the
service provider and the lessee.

4.7. The Rent and Fees shall be exclusive of any applicable taxes or
statutory charges including but not limited to GST (Goods and Ser-
vices Tax).

4.8. The Rent and Fees shall be payable in advance by the Lessee on
monthly basis on or before the 5th day of each calendar month after
deducting applicable tax deducted at source. The Lessee undertakes
to the Lessor and the Service Provider that the tax deductible at
source will be paid forthwith to the respective taxation authorities and
the Lessee will furnish a certificate, certifying the payment thereof.
Only upon furnishing such certificate, the liability of the Lessee in re-
spect of the tax deducted at source shall be discharged.
4.9. The Lessee shall make all the payments through local cheques / demand
draft or any other electronic mode as approved by the Reserve Bank of
India and valid in India.

4.10. The Rent and Fees due for a period of more than 30 (thirty) days shall
carry penal interest at the rate of 12% per annum including the right of
the Lessor to terminate the Lease Deed and take possession of the
Leased Unit from the Lessee and remove any belongings of the Lessee.
Further, if the Lessee fails to pay the Fees to the Service Provider, for
the services provided, the Service Provider shall, in addition to the above
provisions, be entitled to suspend/stop providing the services to the
Lessee.

4.11. Any non-payment of any part or portion of Rent and/or Fees amounts
for any period/month to the Lessor or the Service Provider re-

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spectively shall be ground for termination of the Lease Deed by the

Lessor and eviction of the Lessee from the Leased Unit by the
Lessor without assigning any reasons thereof. The Lessee’s obligation to
pay Rent and Fees will continue until the arrears / obligations to pay Rent
and Fees upto completion of Lock-in-Period are discharged in full.

4.12. The Lessee hereby irrevocably and expressly agrees and confirms that:

4.12.1. the Rent and Fees agreed herein are fair and reasonable con-
tractual amounts in respect of the Leased Unit and services
to be provided,

4.12.2. the Lessee agrees to separately pay the Rent and Fees to
the Lessor and the Service Provider respectively and the Lessee
has no objection to that regards and method, and

4.12.3. the Lessee shall never challenge or make an application or in-

stitute any suit/ action/ proceedings in any court of law, tribunal
or any other legal forum, challenging the amount of the Rent
and Fees agreed herein and/or seeking fixation of any stan-
dard rent.
4.12.4. The Lessee shall not suspend, deduct or withhold any Rent or
Fees on account of any disruption, which are beyond the control
of the Lessor or the Service Provider.

5. SECURITY DEPOSIT

5.1. The Lessee shall pay an interest free refundable security deposit
amount, for due and faithful performance of the terms and conditions of
the Lease Deed by the Lessee, on or before execution of this Lease
Deed in the manner as follows:

S. No. Interest Free Refundable Security Amount in Rs.

Deposit Payable by Lessee to the (Excluding
Party Taxes)

1 Lessor 1,80,000/-

SECURITY DEPOSIT 1,80,000/-

5.2. If the Lessee fails to discharge its obligations under the Lease Deed,
the Lessor and/or Service Provider shall have the right to forfeit the
Security Deposit and to take any other action including termination of
this Lease Deed with prior notice to the Lessee.
5.3. The said amount of Security Deposit is refundable and will be refunded,
after adjustments, if any, by the Lessor and Service Provider respectively
at the time of the expiry or earlier termination of the Lease Deed, subject
to:

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5.3.1. peacefully vacating the Leased Unit by the Lessee, and

5.3.2. clearance or adjustment of any due amount payable to the Lessor

or Service Provider or any other person, arrears or any amount
payable by the Lessee towards damages or breakages caused
during the subsistence of this Lease Deed, subject to expiry of the
Lock-in-Period, and

5.3.3. change in the registered office address of the Lessee from the
Leased Unit, if registered.

5.4. The liability of the refund of Security Deposit amount by the Lessor
and the Service Provider shall be limited only to the amount paid by
the Lessee to the Lessor and Service Provider respectively. The
Lessee hereby irrevocably and expressly agrees and confirms that it
shall not claim for any deduction made under clause 5.3.2 onto any
Party other than making such deduction.

5.5. The Lessee hereby irrevocably and expressly agrees and confirms that

5.5.1. the Security Deposit reserved herein is the fair and reasonable
amount in respect of this Lease Deed,

5.5.2. the Lessee agrees to pay the portion of the Security Deposit in
the bifurcation as provided above to the Lessor and the Service
Provider respectively and the Lessee has no objection to that re-
gards and method, and

5.5.3. the Lessee shall never challenge or make an application or in-

stitute any suit/ action/ proceedings in any court of law, tribunal
or any other legal forum, challenging the amount of the Security
Deposit reserved herein and/or seeking fixation of any standard
amount for Security Deposit.

6. TAXES

6.1. The Lessee shall solely bear and pay all taxes, charges, duty, levies,
cess, outgoings etc., as may be applicable on any payment in respect
of the said Leased Unit during the period of this Lease Deed. Any fu-
ture increase or new imposition of taxes etc. during the period of this
Lease Deed shall also be borne by the Lessee.

6.2. The Rent and Fees are exclusive of GST or any other Taxes, as may
be applicable. However, for availing the exemption of GST, the
Lessee on its own shall have to obtain the exemption or any Eligibility
Certificate from the concerned SEZ and other regulatory authorities as
per the provisions of SEZ Act and Rules and shall provide a copy of
such exemption certificate/document to the Lessor and Service
Provider, as applicable.

7. DUE DILIGENCE

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7.1. The Lessee has carried out a full and complete legal due diligence in
respect of the Leased Unit and has fully acquainted itself about the
prevailing conditions and all relevant facts, details and information re-
lating to the Leased Unit.

7.2. The Lessee confirms that the Lessee has entered into this Lease
Deed out of his/ her/ its own free will and without any coercion, and
after reviewing and understanding a draft of this Lease Deed. The
Lessee has obtained suitable advice prior to entering into this Lease
Deed and the Lease Deed is being entered into with full knowledge
and understanding of the obligations and rights under this Lease Deed
and the Applicable Law governing the same.
7.3. The Lessee hereby gives its consent to the Lessor for making all varia-
tions or modifications alteration in the Leased Unit/ PRAGYA ACCELER-
ATOR-1 including the alteration or addition as may be required by
any Authority or due to change in law or as may be necessary due to
architectural and structural reasons duly recommended and verified
by the architect or structural engineer on account of structural design
and construction.

8. GRANT AND DEMISE

8.1. In consideration of the above premise, Rent and Fees payable by the
Lessee and the covenants and conditions to be observed by the Lessee
as set out in this Lease Deed, the Lessor doth hereby demise/ lease
unto the Lessee the Leased Unit (comprising of leasehold rights in con-
structed premises and undivided sub- leasehold rights in the underneath
Project Land of PRAGYA ACCELERATOR-1) and more particularly de-
scribed in the Schedule hereunder written TOGETHER WITH the furni-
ture, fixtures, services, amenities, etc. as installed by the Lessor/ Service
Provider for the use of Lessee with right to hold it freely, absolutely and
independently for the authorized operations mentioned in terms of LOA/
Letter of Approval subject nevertheless to the provisions of the SEZ Act
and SEZ Rules framed there under with normal wear and tear TO
HAVE AND TO HOLD the Leased Unit with furniture and fixtures unto
the Lessee for Lease Period subject to the provisions of the renewal
on mutual agreed terms.

8.2. The grant of lease in respect of the Lease Unit shall not entitle the
Lessee to interfere with and/ or hinder the rights of the Lessor
and/ or Service Provider in granting leases or providing services or
otherwise dealing with the various other premises in part or full in
PRAGYA ACCELERATOR-1.

8.3. This Lease Deed is for the Leased Unit and hence, the Lessor has the
c o m p l e t e and exclusive right to grant lease/sub-lease or otherwise
deal with the various other offices, units and floors and premises in
PRAGYA ACCELERATOR-1 and accordingly the Lessee shall not be
entitled to interfere with and/or the Lessor in such matters.

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9. POSSESSION AND USE OF THE LEASED UNIT

9.1. It is agreed declared and confirmed between the Parties hereto that
the Lessor has granted lease of the Leased Unit to the Lessee on the
specific condition that the Lessee shall use the Leased Unit for
conducting only those business activities which are permitted within
GIFT SEZ and shall obtain and keep at all times valid approval and
licenses from all the appropriate authorities as applicable to operate
from the said Leased Unit during the tenure of the lease.

10. SIGNAGE

10.1. The Lessee undertakes, assures and guarantees that they will not put
any aerial signs, signboard/name-plate, neon-light, publicity material or
advertisement material etc. on the face/facade of PRAGYA ACCELERA-
TOR-1 or anywhere on the exterior of PRAGYA ACCELERATOR-1 or
common areas but only at the places provided by the Lessor for the
same and subject to the GIFT City guidelines.

10.2. The Lessee agrees to get prior approval of the Lessor and Service
Provider in writing in respect of format, type, design, size and lettering of
the aforesaid signs, signboard/name-plate, publicity material or adver-
tisement material etc. on or around the Leased Unit and the Lessee shall
install the same at their own cost and expenses.

10.3. It is agreed and understood that the Lessor and the Service Provider are
free to use the logo/ brand name of the Lessee in its all promotional ac-
tivities via print, visual and web media without prior permission of the
Lessee.

11. INSURANCES

11.1. The Lessor and/or service provider, at all times shall obtain and keep
valid insurances in respect of the said Leased Unit together with all
the fit-outs, furniture, fixtures, fittings and appliances installed by the
Lessor and/or Service Provider in the Leased Unit, as applicable.
11.2. The Lessee covenants and agrees that, at all times during the subsis-
tence and Term of this Lease Deed, it shall procure and maintain
adequate insurance of the full replacement value thereof of its own
belongings/ furnishings, with responsible and reputed insurance com-
panies against all risk, including, loss or damage to the Leased Unit
and its contents from fire, earthquake, theft, explosions, strike, riot,
war, civil commotion, terrorist acts, flood, cyclone and such other
risks and casualties as shall be customarily insured against with re-
spect to the businesses of similar character.

11.3. The Lessee agrees to produce, at the request of the Lessor, for the
inspection of the Lessor and/or the Service Provider from time to
time, the original insurance policies or certificates covering all insur-
ance related to the Leased Unit.

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11.4. The Lessee shall not do or cause to be done any acts of omission or
commission which are likely to adversely affect the said policies or any
rights there under.

11.5. Respective policies of insurance shall be maintained by the Lessee at its

own risk and shall insure the interest of the Lessor and Service
Provider, as the case may be.

12. INDEMNIFICATION

12.1. The Lessee hereby covenants, undertakes, and agrees to indemnify

and keep indemnified and otherwise save harmless, the Lessor, the
Service Provider, their agents, employees and representatives from
and against all losses, damages, claims and demands which the
Lessor and/ or the Service Provider, its partners, employees,
representatives and agents may suffer or incur, as well as, all actions,
suits and proceedings which they may face and all costs, charges
and expenses relating thereto, arising out of:

(a) any breach, violation or non-compliance on the part of the

Lessee, or its partners, or employees, or agents, of any statu-
tory provisions including any rules, regulations, bye laws and
lawful directions of public authorities;

(b) any execution, attachment or like proceedings being initiated

against the Lessee which directly affects or concerns the
Leased Unit or any rights or obligations of the Parties under
this Lease Deed;

(c) failure or neglect on the part of the Lessee to fulfill or perform

any of its obligations under this Lease Deed including handing
over the Leased Unit, upon the expiry of the Term or prior ter-
mination, to the Lessor;

(d) any action or inaction on the part of the Lessee or its partners or
employees or agents;

(e) breach of any representations and/or warranties given by the

Lessee to the Lessor under this Lease Deed;

(f) any action, suit etc. brought against the Lessor and/or Service
Provider for any reason solely attributable to the Lessee or its
partners, executives, employees or agents;

(g) any act done by Lessee during the Term which results in a
loss or other consequences to the Lessor and/or Service Provider
inclusive of non-payment of employee’s dues, breach of contrac-
tual obligations with any person or party etc.;
(h) any criminal proceedings, which may be initiated against the
Lessor and/or Service Provider or their officers on the ground of

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any breach or alleged breach or non - compliance or disobedi-

ence of any Applicable Laws by the Lessee in respect of the
Leased Unit under this Lease Deed.

12.2. The Parties further acknowledge and agree that notwithstanding any-
thing to the contrary contained herein, the Lessor and/or the Service
Provider shall not be liable under any circumstances whatsoever,
whether in contract or in tort, for any loss or damage including, with-
out limitation, claims on the grounds of loss of profits, loss of reputa-
tion, loss of alternative business opportunities or loss due to third
party claims suffered by the Lessee.

12.3. The Lessee hereby covenants and agrees to indemnify the Lessor
and/or the Service Provider against any claim from any third party,
any statutory or other authorities and also including costs and ex-
penses incidental thereto, by reason of any action taken or omitted to
be taken by the Lessee or its officers, employees, agents or representa-
tives pursuant to this Lease Deed.

13. ATTORNMENT

13.1 The Lessor hereby agrees that the Term and validity of this Lease Deed
shall not be affected by any change of ownership/entitlement of the
Lessor or the said Leased Unit. Any mortgage, hypothecation or alter-
ation of the said Leased Unit on which it is located, in any form by the
Lessor will not affect the operation or validity of this Lease Deed and the
Lessee and Service Provider shall have the right to enjoy the undis-
turbed tenancy for the entire Lease Period and renewal thereof, if any.
13.2 The Lessor shall intimate the Lessee and the Service Provider herein
in the event, the Lessor deals with or assigns or transfers the right in
the said Leased Unit or any part thereof, by executing definitive
agreements with the transferees/assignees/successors or its interest
therein during the continuance of Term. The Lessor shall inform
such transferee, of this lease and ensure that the rights of the
Lessee and Service Provider hereunder and under this Lease Deed
and/or other incidental agreements / documents are not in any manner
prejudiced, jeopardized or adversely affected and Leased Unit or any
part thereof by executing definitive agreements with the transferees /
assignees / successors or its interest therein during the continuance
of the lease shall be subject to the rights of the Lessee and Service
Provider under this Lease Deed to be executed by the Parties and the
terms and conditions of this Lease Deed to be executed shall be
binding upon the transferee/ assignors and/or the successors-in-title of
the Lessor. The cost of stamp duty and registration charges in respect
of such transfers between the Lessor and the third party shall be borne
and paid by the Lessor or the intended transferee.

14. LESSORS’ RIGHTS

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14.1. The Lessor shall have the right to construct and maintain in, around
or under or over or within common infrastructure of the Leased Unit at
any time during the Term for the benefit of any other part of PRAGYA
ACCELERATOR-1, or the said Project Land.

14.2. The Lessor shall have full right and liberty at any time to alter or to
erect new structures within common infrastructure of the Leased Unit
or adjoining PRAGYA ACCELERATOR-1 in such manner as the
Lessor shall think fit including the change in the layout.
14.3. All open areas within and outside PRAGYA ACCELERATOR-1, on
the said Project Land, shall be the property of the Lessor and the
Lessor shall be entitled to deal with this area in any manner as the
Lessor may deem fit and proper. The Lessee shall not raise any ob-
jection to the use of the open areas by the Lessor and/or Service
Provider, as the case may be.

14.4. The Lessee shall upon receiving reasonable notice in advance, per-
mit the Lessor and / or its duly authorized representatives to enter
upon the Leased Unit and to view and inspect the same and, if any
defect is found which is arisen by any acts of the Lessee in relation to
the property such as civil works and structures based on the report of
the structural engineer, structural parts, walls etc. and brought to the
notice of the Lessee in writing by the Lessor, the Lessee shall remedy
or make good the defect within such reasonable time as may be
specified by the Lessor. If the defect is not arisen by any acts of the
Lessee then it will be the responsibility of the Lessor to get it rectify/
repair, as applicable.

14.5. The Lessee shall upon receiving reasonable notice in advance, per-
mit the Service Provider and / or its duly authorized representatives to
enter upon the Leased Unit and to view and inspect the same and, if
any defect is found which is arisen by any acts or omissions attribut-
able to the Lessee in relation to damage to the interior decoration,
partitions, furniture, furnishing, equipment, or other property installed
by the Service Provider and brought to the notice of the Lessee in
writing by the Service Provider, the Lessee shall remedy or make
good the defect within such reasonable time as may be specified by
the Service Provider. If the defect is not arisen by any acts of the
Lessee, then it will be the responsibility of the Service Provider to rec-
tify/repair the same, as applicable.

15. LESSEES’ RIGHTS

15.1. The Lessee shall have the right to use the Leased Unit for its authorized
operation as permitted by the Development Commissioner or respective
authority in accordance with Applicable Laws. The Lessee shall have
the right to undertake its business and all such direct, incidental and
ancillary activities in conformity with and permitted under this Lease
Deed, in accordance with Applicable Laws.

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15.2. The Lessee shall have the right to exclusively use the Leased Unit during
the Lease Period for carrying out its authorized operation subject to the
terms and conditions contained under this Lease Deed and for no other
purpose whatsoever.

16. COVENANTS OF THE LESSEE

16.1. The Lessee is well and sufficiently entitled to enter into this Lease Deed
and/or such other incidental agreements / documents as may be required
and to complete the transaction as contemplated herein.

16.2. The Lessee shall use the said Leased Unit for conducting only those
business activities as per the approval by Development Commis-
sioner, as per Applicable Laws and under the SEZ Act read together
with the SEZ Rules issued/to be issued from time to time and subject to
the Lessee duly and properly subscribing to all the conditions and re-
quirements under the SEZ regulations in respect of the said Leased
Unit.

16.3. The Lessee is aware that the said Leased Unit is permitted to be used
for conducting only those business activities which are permitted for the
GIFT SEZ, subject to the Lessee duly and properly subscribing to all the
conditions and requirements under the SEZ regulations in respect of the
said Leased Unit.

16.4. The Lessee has obtained approval in respect of the said Leased Unit
from the Development Commissioner or respective authority as per the
Applicable Laws.
16.5. The Lessee further agrees that the Lessee shall apply and obtain re-
newal of all such approval/s permission/s etc., from the Development
Commissioner and/or any other concerned authorities before expiry
of each approval at its own costs, charges, risks and consequences,
failing which this Lease Deed shall stand terminated (irrespective of any
other provisions of this Lease Deed), however, obligation to pay Rent
and Fees for remaining portion of Lock-in Period will continue.

16.6. Notwithstanding anything contained herein to the contrary, it is

agreed between the Parties that any amendment or amendments of
the SEZ Act and SEZ Rules or any stipulations by the Government of
Gujarat / Government of India regarding use, occupation, enjoyment
working and all the questions ancillary or incidental thereto in the
GIFT SEZ shall be applicable to the said Leased Unit and shall be
deemed to be accepted by the Lessee and form part and parcel of this
Lease Deed and the Lessee agrees and undertakes to observe, per-
form and fulfill the same without any delay, default or demur.

16.7. The Lessee undertakes that the Lessee shall be responsible to use
all the interior decoration partitions, furniture, furnishing, and equip-
ment installed by the Lessor and/ or Service Provider with due care and
general maintenance thereof.

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16.8. The Lessee shall provide the Lessor with inspection of the originals
and/ or certified true copies of all the regulatory approvals nec-
essary for lawful conduct of approved activities of the Lessee in the
Leased Unit, if and when required by the Lessor or by any concerned
authorities or bodies.

16.9. The Lessee shall not carry out any works which shall (i) affect the struc-
tural stability of PRAGYA ACCELERATOR-1; (ii) consume any additional
area within PRAGYA ACCELERATOR-1 and (iii) result in revocation/
cancellation of permission by any authority.
16.10. The Lessee shall not damage, modify, remove or replace interior dec-
orations, partitions, furniture, furnishing, equipment or any other prop-
erty installed by the Service Provider and/or Lessor.

16.11. The Lessee shall only use the Leased Unit as per the allotment of de-
marcated area subject to maximum cap of seating defined in this lease
deed.

16.12. The Lessee undertakes that it will comply with the house rules as de-
fined of the Service Provider and may be amended from time to time.

16.13. If any loss or damage is caused to the said Leased Unit or PRAGYA AC-
CELERATOR-1 by virtue of the works or by virtue of any act, or omission
on the part of the Lessee or its officers, employees, contractors, workers
etc. or otherwise howsoever, then the Lessee shall reimburse to the
Lessor all costs incurred by the Lessor in repairing the said damage.
Such reimbursement shall be made by the Lessee no later than fifteen
days from a demand made (in writing) by the Lessor, based on the
Lessor's engineers report detailing the loss or damage caused to
PRAGYA ACCELERATOR-1. Alternatively, the Lessor, in its discretion
may call upon and require the Lessee to make good any loss or damage
caused to the said Leased Unit or PRAGYA ACCELERATOR-1 under
the direction and supervision of the Lessor at the full costs of the
Lessee.
16.14. If any loss or damage is caused to the interior decoration partitions, furni-
ture, furnishing, equipment or any other property installed by the Service
Provider by virtue of the works or by virtue of any act, or omission on the
part of the Lessee or its officers, employees, contractors, workers etc. or
otherwise howsoever, then the Lessee shall reimburse to the Service
Provider all costs incurred by the Service Provider in repairing the said
damage. Such reimbursement shall be made by the Lessee no later
than fifteen days from a demand made (in writing) by the Service
Provider, based on the Service Provider’s agents report detailing the
loss or damage caused to property of the Service Provider.

16.15. In the event any taxes or any other like impositions are levied in respect
of the Leased Unit herein, the Lessee shall bear and pay the same in
full with no liability whatsoever to the Lessor and/or Service Provider. In
case of change in tax rate or upon introduction of any new taxes, the li-
ability for such taxes shall be of the Lessee.

16.16. The Lessee agrees to maintain the said Leased Unit in good condi-

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 17

tion. The Lessee shall not do or suffer to be done anything in or to

PRAGYA ACCELERATOR-1, or the said Leased Unit, or the stair-
cases, common passages, corridors, circulation areas, atrium or the
compound which may be in violation of any laws or rules of any au-
thority or change or alter or make additions to the said Leased Unit
and keep the said Leased Unit, its walls and partitions, sewers,
drains, pipes and appurtenances thereto or belonging thereto, in good
and tenantable repair and maintain the same in a fit and proper condi-
tion pertaining to PRAGYA ACCELERATOR in which the said Leased
Unit is located, is not in any way damaged or jeopardized. The
Lessee shall be responsible and liable for any loss or damage arising
out of the breach under the provisions of this clause.

16.17. The Lessee shall not without the prior written consent of the Lessor sus-
pend anything from the ceiling of the Leased Unit or carry out any inte-
rior/renovation works and shall not do any work which may weaken or
cause damage to the ceiling and the floor of the said Leased Unit or the
ceiling and the floor of any other parts or portions of PRAGYA ACCEL-
ERATOR.
16.18. The Lessee shall ensure that it shall not cause any kind of damage or
shall not tamper with any pipes running in or under or over the said
Leased Unit which may in any manner become a source of danger or in-
jury to the drainage system of PRAGYA ACCELERATOR or may in any
manner affect the same which might cause inconvenience to the Lessor
or to the other occupiers of the units in PRAGYA ACCELERATOR.
16.19. The Lessee shall load or unload goods or materials from vehicles at
places that are earmarked by the Lessor specifically for the purposes
of loading and unloading of goods and materials. The Lessee shall
not carry on or allow to be carried out any acts or activities in the said
Leased Unit which are, anti-social, immoral and illegal or which may
cause a nuisance to the occupants of PRAGYA ACCELERATOR.
The Lessee shall not stock, sell or market or permit to be stocked,
sold, or marketed, any hazardous, combustible, illegal, offensive, or im-
moral goods or services from the said Leased Unit.

16.20. The Lessee and/ or its employees, agents, servants, etc. shall permit
the Lessor and/or Service Provider and its/their employees, agents, ser-
vants, etc. to enter upon the Leased Unit for inspections or to carry
out any kind of repairs or maintenance of installed equipment's in re-
spect of the said Leased Unit by giving a notice period of 24 hours to
carry out the same.

16.21. The Lessee shall comply with all such conditions, rules, regulations, bye
laws and orders etc. of the Central or State Government, local authorities
or any other departments, etc. applicable to the Lessee or its business.
The Lessor shall not be responsible for the consequences and/or the
non-compliance of any conditions, rules, regulations, bye laws and or-
ders as stated above and the Lessee shall keep the Lessor and/ or the
Service Provider indemnified against any such claim, demand or action
arising from any such non- compliance by the Lessee.

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 18

16.22. The Lessee shall not use and/or cause to be used and /or store any
heavy machinery and/or combustible and/or hazardous goods in the said
Leased Unit which may cause damage to or endanger the safety of the
said Leased Unit and / or PRAGYA ACCELERATOR and the Lessee,
at all times and shall keep the Lessor and/ or Service Provider in-
demnified against any loss and/or damage that may be caused to the
said Leased Unit and/or to the Lessor/ Service Provider due to any act
and/or omission on the part of the Lessee while using the said Leased
Unit.
16.23. The Lessee shall be fully responsible for all its business operations in-
cluding taxes related to its business operations carried out in the said
Leased Unit and the Lessor/Service Provider shall in no way be respon-
sible or liable for any kind of claims arising from the same.

16.24. The Lessee shall not during the Term and continuance of the lease sub-
ject to the approval of the Board of Approval and consent of the
Lessor, lease, sub-lease, assign, alienate or otherwise create any third
party rights (including any subsidiary, affiliated company) in respect of
the said Leased Unit.

16.25. The Lessee shall not mortgage the Leased Unit in favour of any bank/
financial institution or create any third party right of whatsoever
nature without the prior and express written consent of the Lessor and
other concerned competent authorities and violations if any may auto-
matically lead to the termination of this Lease Deed without any further
notice, however, obligation to pay Rent and Fees for remaining of
Lock-in Period will continue.

16.26. It is expressly understood between the Parties that all the covenants,
terms and conditions contained in all the agreements made/ to be
made between the Lessee and the Developer shall be binding upon
the Lessee and if at any point of time the breaches committed of any
terms and conditions by the Lessee, this Lease Deed will automati-
cally be cancelled ipso-facto without any further notice.

16.27. The Lessee shall observe and perform all the applicable rules and
regulations prescribed under the various labour legislation governing
the relations of the employees and employers under the Applicable
Laws.
16.28. The Lessee shall not do or omit or suffer to be done anything
whereby the Lessor's right in the said Leased Unit is jeopardized, for-
feited or extinguished and to comply with the terms and conditions of
the licenses/ permissions obtained by the Lessor in respect of the use
of the said Leased Unit.

16.29. The Lessee shall not assign or transfer the benefit of this Lease Deed to
be granted herein or permit the use by any third party including any sub-
sidiary, affiliated company of the said Leased Unit or hand over charge of
the said Leased Unit or part with the possession leased of the said
Leased Unit to any third party until the Lessee obtains prior approval of
the Lessor, Service Provider and the Board of Approval/respective au-
thority as applicable.

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 19

16.30. The Lessee shall not cause any annoyance or hindrance to other
lessees/sub-lessees of the Lessor and to so conduct the activities which
will impede the other lessees/sub-lessees/unitholders of the Lessor/ Ser-
vice Provider in carrying out their authorized activities as per their letter
of approval.

16.31. The Lessee shall be fully responsible for all its business operations in-
cluding for maintaining proper books and records as required under
the SEZ Act and SEZ Rules and for taxes related all in its business
operations carried out in the Leased Unit and the Lessor shall in no
way be responsible or liable for any kind of claims arising from the
same.

16.32. The Lessee shall provide inspection of the original Letter of Approval
and/or other permissions/licenses/approvals and/or provide certified
true copies of the same if and when required by the Lessor or by any
concerned authority. The Lessee shall always remain in compliance of
all the Applicable Laws including but not limited to SEZ Act and SEZ
Rules.

16.33. The Lessee or any transferee of the said Leased Unit shall comply
with the following:-
(a) comply with, abide by and adhere to all rules and regulations
of and applicable to GIFT SEZ, the respective conditions of
the GRs and collector's order as are applicable to them and
the rules and regulations of competent authority responsible
for GIFT City management and township services.

(b) not to use the said Leased Unit for any manufacturing activity
either polluting or non-polluting.

17. REPRESENTATION AND WARRANTIES

17.1. Representations and Warranties of the Lessee

The Lessee represents and warrants to Lessor that:

(a) it is duly organized and validly existing under the laws of India,
and has full power and authority to execute this Lease Deed
and perform its obligations under this Lease Deed and to carry
out the transactions contemplated herein;

(b) it has taken all necessary corporate and other actions under
Applicable Laws to authorize the execution and delivery of this
Lease Deed and to validly exercise its rights and perform its
obligations under this Lease Deed;

(c) the execution, delivery and performance of this Lease Deed

will not conflict with, result in the breach of, constitute a default
under performance required by any of the terms of its constitu-
tion and bye-laws or Memorandum and Articles of Association

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 20

or any Applicable Laws or any covenant, contract, agreement,

arrangement, understanding, decree or order to which it is a
party or by which it or Leased Unit is bound or affected;
(d) there are no actions, suits, proceedings, or investigations
pending or, to its knowledge, threatened against it at law or in
equity before any court or before any other judicial, quasi-judi-
cial or other authority, the outcome of which may result in the
breach of this Lease Deed or which individually or in the aggre-
gate may result in any material impairment of its ability to per-
form any of its obligations under this Lease Deed;

(e) it has no knowledge of any violation or default with respect to any

order, writ, injunction or decree of any court or any legally binding
order of any Government Authority which may result in any mate-
rial adverse effect on its ability to perform its obligations under
this Lease Deed and no fact or circumstance exists which may
give rise to such proceedings that would adversely affect the per-
formance of its obligations under this Lease Deed;

(f) it has complied/shall continue to comply with Applicable Laws in

all material respects and has not been subject to any fines,
penalties, injunctive relief or any other civil or criminal liabilities
which in the aggregate have or may have a material adverse
effect on its ability to perform its obligations under this Lease
Deed;

(g) no order has been made and no resolution has been passed for
the winding up or dissolution of the Lessee or for a provisional liq-
uidator to be appointed in respect of the Lessee and no petition
has been presented and no meeting has been convened for
the purpose of winding up or dissolution of the Lessee. No ad-
ministrator or receiver has been appointed in respect of the
Lessee or all or any of its assets. The Lessee is not insolvent
or unable to pay its debts as they fall due; and
(h) no representation or warranty by it contained herein or in any
other document furnished by it to Lessor or to any Govern-
ment Authority in relation to Applicable Permits contains or will
contain any untrue statement of material fact or omits or will
omit to state a material fact necessary to make such representa-
tion or warranty enforceable in law.

(i) The Lessee agrees and accepts the interior decoration, partitions,
furniture, furnishing, equipment installed by the Service Provider
and services proposed to be provided by the Service Provider are
co-extensive with the lease of the Leased Unit.

17.2. Representations and Warranties of the Lessor

The Lessor represents and warrants to Lessee that:

(a) it has full power and authority to execute this Lease Deed and to

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 21

allow the Lessee to perform its authorized operations on the

Leased Unit subject to fulfillment of the terms and conditions of
this Lease Deed by the Lessee.

(b) there are no actions, suits or proceedings pending or, to its

knowledge, threatened against it at law or in equity before any
court or before any other judicial, quasi- judicial or other au-
thority, the outcome of which may result in the default or
breach of this Lease Deed or which individually or in the aggre-
gate may result in any material impairment of its ability to per-
form its obligations under this Lease Deed;

(c) it has not entered into any other agreement, contract, transac-
tion, arrangement or understanding in relation to the Leased
Unit or part thereof with any third party, save and except any
arrangement with the Service Provider for the Leased Unit.
(d) it has taken all necessary action under the Applicable Laws to
authorize the execution, delivery and performance of this
Lease Deed;

(e) it has the financial standing and capacity to perform its obliga-
tions under the Lease Deed;

(f) this Lease Deed constitutes a legal, valid and binding obliga-
tion enforceable in accordance with the terms hereof;

(g) it has no knowledge of any violation or default with respect to any

order, writ, injunction or any decree of any court or any legally
binding order of any Government Authority which may result in
any material adverse effect on Lessor’s ability to perform its obli-
gations under this Lease Deed.

18. FORCE MAJEURE

18.1. This Lease Deed shall not in any way be affected nor shall any
Party hereto be held liable for any failure or delay in the performance of
any undertaking, terms or conditions herein, if such failure or delay is
due to fire, flood, earthquake, damage by the elements, act of God,
acts of terrorism act of foreign or domestic dejure, or defacto govern-
ment whether by law, order, legislation, decree, rule, regulations or oth-
erwise, revolution, declared or undeclared war, action by civil / military
authorities, suspension of license/s.

18.2. The Party affected by force majeure condition shall forthwith notify the
other Party of the nature and extent thereof and both Parties shall make
best efforts to mitigate such condition.
18.3. Prior to resumption of normal performance, the Parties shall continue to
perform their obligations pursuant to this Lease Deed, to the extent not
prevented by such Force Majeure event. Within 3 (three) days starting
on the day the Force Majeure event ends, the affected Party shall no-
tify the other Party in writing that the Force Majeure event has ended

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and that it shall resume performance of its obligations under this

Lease Deed.

18.4. Either Party may terminate this Lease Deed after giving the other Party a
prior notice of 90 (ninety) days in writing in case the event of Force Ma-
jeure continues for a period beyond 12 (twelve) months.

18.5. Any endemic, pandemic, civil disturbance, war, act of God or any condi-
tion or situation existing at the time of signing this Lease Deed, such as
(but not limited to) Covid Pandemic or related Government lockdowns/re-
strictions, shall not be treated as a force majeure conditions, entitling the
Lessee to stop or suspend payment of Rent and/or Fees or any other
amounts under this Lease Deed.

19. TERMINATION

19.1. Voluntary termination

Either Party may terminate this Lease Deed by giving 2 months’

notice in writing, subject to Rent and Fees payable for the remainder
of the Lock-in-Period, if any.

19.2. Termination on account of an order from authority(ies)

Notwithstanding anything contained in this Lease Deed, if the Lessor

and/or the Service Provider are prohibited from carrying out their
respective obligations as prescribed in this Lease Deed, by an order
from GIFTCL / GIFT SEZ Limited or any other competent authority,
then this Lease Deed will automatically be terminated. In such
circumstances, the provisions of Lock-in Period shall not apply to any
of the Parties, the Lessee will be required to make payment of Rent
and Fees upto the date of termination and the Lessor and Service
Provider will refund Security Deposit to the Lessee, subject to any
applicable deductions.

19.3. Events of Default

The happening of any of the following events shall be an event of

default (the “Event of Default”) under this Lease Deed:

19.3.1. Failure on the part of the Lessee to pay Rent and/or Fees in ac-
cordance with the provisions of this Lease Deed, whereby
such Consideration is in arrears for a period of 30 (thirty) days
whether the same shall have been legally demanded or not.

19.3.2. Any violation or non-compliance by the Lessee or any of its per-

mitted transferee, of terms and conditions of any agreement be-
tween the Lessor and the Developer.

19.3.3. The Lessee using or permitting or causing the use of the Leased
Unit for purposes other than those as contemplated by this
Lease Deed;

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19.3.4. The Lessee doing or permitting to be done any act, matter,

deed or thing in violation of Applicable Law;

19.3.5. The Lessee mortgaging, assigning or otherwise creating charge

over its leasehold rights in the Leased Unit in favour of any
bank/ financial institution and third party without prior written
permission of the Lessor;

19.3.6. Any breach, default, contravention, non-observance, non-perfor-

mance of any of the terms and conditions of this Lease Deed by
the Lessee or of any Applicable Law and the Lessee fails to
remedy within the Cure Period;

19.3.7. The Lessee repudiates this Lease Deed or otherwise takes any
action or evidences or conveys an intention not to perform
this Lease Deed;
19.3.8. The Lessee committing a default under any financing docu-
ments which has not been remedied within the Cure Period
permitted there under and which has material adverse effect
on the Leased Unit;

19.3.9. The Lessee novates and /or assigns the rights under Lease
Deed to any third party, without any prior written approval from
the Lessor and the Service Provider.

19.4. Lessee’s Default, Cure Period, Breach and Termination

19.4.1. Save as otherwise provided in this Lease Deed, if any Events of

Default as specified above shall have occurred, unless such
Event of Default has occurred solely as a result of any breach of
this Lease Deed by Lessor and/or the Service Provider, the
Lessee shall be deemed to be in default of this Lease Deed
and Lessor shall by a notice in writing (“Default Notice”) specify
in reasonable detail the Event of Default to which such notice
relates and call upon the Lessee to cure or remedy the default
within a period of 30 (thirty) days or such other extended time
as Lessor/Service Provider may specify, from the date of receipt
of the Default Notice (“Cure Period”).

19.4.2. Without prejudice to any other rights or remedies which

Lessor/Service Provider may have under this Lease Deed, if
the Event of Default has not been cured within the Cure Pe-
riod, Lessor and/or Service Provider shall be entitled to termi-
nate this Lease Deed by issuing a termination notice to the
Lessee; provided that before issuing the termination notice,
Lessor shall by a notice inform the Lessee of its intention to
issue such termination notice and grant 15 (fifteen) days to
the Lessee to make a representation, and if not satisfied,
shall issue the termination notice.
19.4.3. Failure of the Lessee to cure or remedy the Event of Default
within the Cure Period shall constitute a breach of this Lease

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 24

Deed giving Lessor and/or Service Provider a right to terminate

this Lease Deed.

19.5. Effect of Termination

19.5.1. Upon termination of this Lease Deed as per the terms and
conditions given under in this Lease Deed, all the rights
granted herein shall stand revoked. The Lessee shall there-
upon remove materials, stores, implements kept by the
Lessee and lying in the Leased Unit and vacate the Leased
Unit (completely or partially, if any), within 15 (fifteen) days
from the date of termination, failing which Lessor shall have a
right to enter upon the Leased Unit and remove /dispose any
belongings of the Lessee.

19.5.2. On the expiration or sooner termination of this Lease Deed, the

Lessee shall not remove or dismantle any permanent fixtures
and fittings from the Leased Unit such as furniture, flooring,
tiling, ceilings, electrical and fixtures/fittings doors/windows with
fixtures, interior decoration, partitions, furniture and equipment
shall remain in the Leased Unit and belong to the Lessor/
Service Provider. The Service Provider will cease to provide any
further services to the Lessee for the Leased Unit.

19.5.3. Upon receipt of vacant, peaceful possession of the Leased Unit

by the Lessor, the Lessor and the Service Provider shall refund
the Security Deposit after making deduction/adjustment with re-
spect to the dues payable by the Lessee.
19.5.4. In case the Lessee fails to deliver vacant, peaceful possession
of the Leased Unit to the Lessor within a period of 15 (fifteen)
days from the date of termination, the Lessor and/or the Ser-
vice Provider shall have the right to:

(i). forfeit the Security Deposits without prejudice to the other

rights available under this Lease Deed;

(ii). remove the trespassers from the Leased Unit and pre-
vent the Lessee or its employees, representatives etc.
to enter in the Leased Unit;

(iii). dismantle or remove or dispose belongings of the Lessee

left in the Leased Unit;

(iv). impose pre-estimated damages for wrongful use of the

Leased Unit per day on the Lessee till the date of receipt
of vacant and peaceful possession of the Leased Unit by
the Lessor and/or Service Provider;

(v). recover the Rent plus Fees and other sums payable in
respect of the Leased Unit from the Lessee till the date of
receipt of vacant and peaceful possession of the Leased
Unit by the Lessor and/ or Service Provider;

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(vi). take all other necessary steps or action as per the

other rights and remedies available to the Lessor under
this Lease Deed and/or the Applicable Law.

20. DISPUTE RESOLUTION

20.1. If any dispute or difference of any kind whatsoever (a “Dispute”) shall

arise out of or in connection with this Lease Deed between the Par-
ties, the Parties shall attempt, to settle such Dispute in the first instance
amicably by mutual discussions between the Parties.

20.2. If the Dispute cannot be settled within 30 (thirty) days by mutual dis-
cussions, the senior management officers of the respective Parties
shall meet for negotiations at a mutually agreed date, time and place,
and make their best endeavour to resolve the dispute in most equi-
table and justified manner.

20.3. In case the Dispute is still not resolved amicably between the Parties
within 30 (thirty) days or in case of failure of amicable settlement, the
Dispute shall finally be settled by panel of three arbitrators (the “Arbi-
tral Tribunal”) in accordance with Arbitration and Conciliation Act,
2015 or any statutory modification or re-enactment thereof for the
time being in force.

20.4. The award of the Arbitral Tribunal shall be final and binding on the
Parties and shall not be questioned or challenged by either of the
Parties herein.

20.5. Arbitration shall be held at Gandhinagar and courts at Gandhinagar

alone shall have exclusive jurisdiction to entertain and deal with the
matter arising there from. All arbitration proceedings shall be con-
ducted in the English language. Each Party shall co-operate in good
faith to expedite, to the maximum extent practicable, the conduct of
any arbitral proceedings commenced under this Lease Deed.

20.6. The Parties shall bear their own costs and expenses of the arbitration
proceedings and equally share fees of the Arbitral Tribunal and any
other expenses thereof.

21. GOVERNING LAW AND JURISDICTION

21.1. This Lease Deed shall be governed by and construed in accordance with
the laws of India. The courts at Gandhinagar shall have exclusive
jurisdiction in all matters pertaining, relating or incidental to this
Lease Deed.

22. NOTICES

22.1. All notices to be given or made under this Lease Deed shall be in English

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language and in writing and delivered personally or sent by Registered

AD post or by courier or by email. The official communication address of
the Parties shall be as follows:

For Lessor  Name of Person Mr. Shreyans Shah

 Designation Authorized Representative

 Address B-900, Shapath-IV, Opp.

Karnavati Club, S. G.
Highway, Ahmedabad, Gujarat
– 380015

 Email [email protected]

For Lessee  Name of Person

 Designation

 Address

 Email

For Service  Name of Person Mr. Himanshu Agarwal

Provider

 Designation Partner

 Address A-2 Shivalik Business Center,

Off. S G Highway, B/h. Rajpath
Club, Ahmedabad-380054

 Email [email protected]

22.2. Such notices and other communication duly given shall be deemed to be
effective if given by personal delivery or sent by registered post AD or if
sent by certified or registered mail or by email. Any change in the ad-
dress of any Party shall be communicated to the other Party forthwith.

23. EXPENSES, STAMP DUTY AND REGISTRATION FEES

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23.1. Each Party hereto shall bear and pay the fees, costs and expenses of
their respective legal advisors incurred in connection with the execution
of this Lease Deed.

23.2. The charges towards stamp duty, registration fees and the applicable
premium (as per GR and the Collector’s Orders) in respect of this
Lease Deed, if applicable, shall be borne by the Lessee.

24. COUNTERPARTS

24.1. This Lease Deed is executed in two counter parts (original will be
retained by Lessor and the duplicate will be handed over to the
Lessee and a notarized true copy shall be provided to the Service
Provider), each of which shall constitute an original of this Lease
Deed.

25. MISCELLANEOUS

25.1. Each of the rights of the Lessor / Service Provider under this Lease
Deed are independent, cumulative and without prejudice to all other
rights available to it, and the exercise or non-exercise of any such
rights shall not prejudice or constitute a waiver of any other right of
the Lessor / Service Provider, whether under this Lease Deed or oth-
erwise.

25.2. Any delay tolerated or indulgence shown by the Lessor / Service

Provider in enforcing the terms, conditions, covenants, agreements, stip-
ulations and/or provisions, herein mentioned, or any forbearance or ex-
tending any time periods set out under this Lease Deed, shall not be
treated or construed as a waiver on the part of the Lessor/ Service
Provider of any breach, violation, non- observance, non-performance or
non-compliance of any of the terms, conditions, covenants, stipulations
and/or provisions mentioned herein by the Lessee, nor shall the same in
any manner prejudice the rights and interests of the Lessor/ Service
Provider.

25.3. No waiver of any breach of any provision of this Lease Deed shall
construe to be waiver of similar breach and no waiver shall be effec-
tive unless made in writing and signed by an authorized representa-
tive of the Lessor / Service Provider.

25.4. No amendment of this Lease Deed shall be binding on each Party un-
less such amendment is in writing and signed by all the Parties.

25.5. If any provision of this Lease Deed is declared invalid, unenforceable or

prohibited by a Court of Law, the remainder of this Lease Deed shall
continue to be valid, enforceable and binding on the Parties.
25.6. Except as otherwise agreed between the Parties, this Lease Deed to-
gether with Schedules and Annexure constitutes the entire agree-
ment of the Parties as to its subject matter and supersedes any other

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previous understanding or agreement.

25.7. Notwithstanding any other provision to the contrary herein under this
Lease Deed; terms which by their nature survive termination or expi-
ration of this Lease Deed shall continue to be binding on the Parties
following any expiration or termination of this Lease Deed.

25.8. It being agreed and understood that the relationship between each of
the Parties under this Lease Deed is on “Principal to Principal basis”.
Nothing contained herein shall be deemed or construed by and be-
tween any of the Parties, as creating or intending to create a relation-
ship of a partnership or a joint venture or an association of persons or
an owner and an agent.

25.9. This Lease Deed shall, from the date of execution hereof, operate in
supersession of all terms, conditions, understandings previously
agreed to or in force between the Lessor, Lessee and Service
Provider.

26. SECURITY DEPOSIT INSTRUMENTS

26.1. The Lessee has handed over following bank instruments of interest free
refundable Security Deposit, validity of which shall be subject to
clearance by the respective banks:-

Payee Name SAVVY ATS REALTY LLP

Cheque No.

Dated

Name of Bank

Bank Branch

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IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS

DEED TO BE EXECUTED BY THE HAND OF THEIR RESPECTIVE
AUTHORISED OFFICIALS ON THE DAY, MONTH AND YEAR FIRST
HEREINABOVE WRITTEN.

SIGNED AND DELIVERED by the Within

named Lessor, SAVVY ATS REALTY LLP, by
the hand of Mr. Mitesh Patel, Authorized
Signatory of the Lessor

SIGNED AND DELIVERED by the Within

named Lessee,
_______________________, by the hand
of ____________________, Authorized
Signatory of the Lessee

SIGNED AND DELIVERED by the Within

named Service Provider Lallooji & Sons, by
the hand of Mr. Rakesh Dudhrejiya,
Authorized Signatory of the Service Provider

In the presence of:-

1.

2.

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SCHEDULE-A: PROJECT LAND

(Description of the Project Land)

All that piece and parcel of land admeasuring 2385 sqm. or thereabout in processing
area of GIFT SEZ in GIFT City, forming part of the land bearing Old Survey No.
262/1-P (New Survey No. 500) situate, lying and being at Village Ratanpur,
Taluka & District-Gandhinagar, Gujarat and situated on building footprint 15-B
(Temporary Structure 15-T), being part of Block 15, Zone-1, Road-1C, in processing
area of GIFT SEZ, GIFT City, Gandhinagar, Gujarat and the same is bounded as
under: -

On or towards East by: Proposed Building 15C1

On or towards West by: Proposed Utility Tunnel / Existing Building 15A
On or towards North by: Proposed Streetscape/Existing Road 1C
On towards South by: Proposed Utility Tunnel / Existing Building 15-M

SCHEDULE-B: PRAGYA ACCELERATOR-1

(Description of PRAGYA ACCELERATOR-1)

Temporary Structure named PRAGYA ACCELERATOR-1, having Ground and

Mezzanine Floors, on all that piece and parcel of land admeasuring 2,385 sqm.
Or thereabout, forming part of the land bearing Old Survey No. 262/1-P (New
Survey No. 500) situate, lying and being at Village Ratanpur, Taluka &
District-Gandhinagar, Gujarat and situated on building footprint 15-B (Temporary
Structure 15-T), being part of Block 15, Zone-1, Road – 1C, in processing area of
GIFT SEZ, GIFT City, Gandhinagar, Gujarat.

SCHEDULE-C: LEASED UNIT

(Description of the Leased Unit)

Unit/Cabin No. GA - 01, on Ground Floor, of the temporary structure PRAGYA

ACCELERATOR constructed on the Project Land; along with all that furniture,
fittings and fixtures provided therein and more particularly described in the
Schedule-D.

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 31

SCHEDULE-D: FURNITURE, FITTINGS AND FIXTURES

(List of Furniture, Fittings and Fixtures provided in the Leased Unit by the
Service Provider)

The list of furniture, fittings and fixtures provided in the Leased Unit as part of
this Lease Deed on returnable as-is-basis is as follows:

Sr. No. Description Qty.

1 Work desk 4

2 Office chairs 4

3 Pedestal 4

Along with limited facility to use common areas, lounge, conference room, pantry,
toilets, etc. to be used as per prevailing rules prescribed by the Lessor and Service
Provider and may be subject to additional charges.

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 32

SCHEDULE-E: LEASED UNIT FLOOR PLAN

(Demarcated Area of Leased Unit shown in the Unit Floor Plan)

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 33

SCHEDULE-E: LIST OF SERVICES / FACILITIES

List of Services / Facilities provided by Service Provider:

1. Interior decoration, furniture, furnishing and IT equipment provided by Service

Provider
2. Maintenance of premises (interior of premises)
3. Internet connectivity, subject to data transmission from service provider
4. GIFT recurring charges, as applicable
5. Electricity during regular office hours, subject to fair usage and supply
from utility provider
6. HVAC during regular office hours, subject to fair usage and supply from
utility provider
7. Coffee, tea, and drinking water, subject to fair usage
8. Meeting/conference room credits – 2 hours per seat per month
9. Normal Office Hours 9 AM to 7 PM (IST), Monday to Saturday, or as may
be modified by the Service Provider from time to time.
10. Housekeeping during office hours
11. Admin & IT support during office hours (remote / in person)
12. Limited parking on first come first served basis

List of Additional Services / Facilities excluded

1. Dedicated parking facilities

2. Dedicated server room / space / Dedicated Lease Line
3. Access to premises outside Normal Office Hours
4. Any other service not specifically agreed to be provided above.

Under special circumstances and upon the request of the lessees/unit holders, the
Service Provider may provide services beyond Normal Office Hours, at an additional
charge and on such terms, as may be mutually decided between the Service Provider
and the Lessee.

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SCHEDULE AS PER SECTION 32 (A) OF REGISTRATION ACT

SIGNED AND DELIVERED by the

within named Lessor, SAVVY ATS
REALTY LLP, by the hand of Mr.
Mitesh Patel, Authorized Signatory of the
Lessor

SIGNED AND DELIVERED by the

Within named Lessee, , by the hand of
____________________, Authorized
Signatory of the Lessee

SIGNED AND DELIVERED by the

Within named Service Provider Lallooji
& Sons, by the hand of Mr. Rakesh
Dudhrejiya, Authorized Signatory of the
Service Provider

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 35

ANNEXURE-“A”
[Copy of registration certificate issued by the Regulatory Authority/COI]

ANNEXURE-“B”
[Copy of Letter of Approval and Eligibility Certificate from Respective Authority]

Lessor Lessee Service Provider