LEASE AGREEMENT This lease deed is made on this _________________ day of ________________ 2012, BETWEEN _________________________________C, (hereinafter referred

to as the LANDLORDS/LESSORS which term shall where the context so admits include their respective legal heirs, assignees, executors, successors, legal representatives and administrators) of the One Part;

AND

Shri___________________________ Son of __________________________________ resident of _____________________________________________________ (hereinafter called the LESSEE which expression shall, unless excluded or repugnant to the context or meaning thereof include his/her heirs, assigness, executors, successors, legal representative and administrators) of the Other Part;

The LESSOR and the LESSEE are hereinafter collectively referred to as Parties and individually as Party

AND WHEREAS the said LANDLORDS/LESSORS are the legal and absolute owner of the property being +++++++++++++++++++++++++++++(hereinafter referred to as the said premises).

AND

WHEREAS

the

said

LESSEE

are

interested

in

taking

the

full

____________________________(hereinafter referred to as the demise premises)of the said premises for the commercial official purposes and the LANDLORDS/LESSORS have also agreed to lease out the same and both the parties are interested to get the said lease deed registered with the Sub-Registrar, Chandigarh and have mutually agreed on the terms and conditions as mentioned hereunder:

NOW THIS DEED WITNESSETH AS FOLLOWS: 1. LEASE 1.1 The LESSOR, for and in consideration of the rentals, covenants and agreements hereinafter reserved and contained on the part of the LESSEE to be paid, kept and performed does hereby grant on lease unto the LESSEE and the LESSEE does hereby take on Lease, upon and subject to the terms, covenants, limitations and conditions herein set forth, the Demised Premises along with such installation(s), as may be required to be provided by the LESSOR in terms of the applicable laws, rules and regulations and as are otherwise specified hereinafter.

1.2

The LESSEE shall also have the right to use, in common with others, the common areas of the said Premises, inclusive of the main lobby, stairways, service ducts, corridors, elevator lobby, passenger lifts, parking bay, security system, fire protection system, car parking on terms and conditions as may be agreed and other utilities.

1.3

The LESSOR hereby agrees that any additional area/space in the said premises becomes vacant, the LESSOR shall first offer the same to the Lessee on mutually agreed terms and conditions and LESSEE shall have the first right of refusal on the such area/space and in case the Lessee needs the additional space, the LESSOR shall have no objection to grant lease of the additional area/space vacant in the said premises on lease to the Lessee.

TERM The term of the lease shall be for a period of nine years ie. from 01.05.2012 to 30.04.2021.

2.1

3.

RENT AND PAYMENTS

3.1

That the monthly rent of the Demised Premises shall be Rs.1,90,000/- (Rupees One Lac Ninety Thousand only) for the first year which will be payable by the LESSEE to the said LANDLORDS/LESSORS on or before the 7th day of each Calendar month in advance of

the month it falls, after deducting T.D.S The rent shall be paid through four equal cheques or demand draft made out in the names of the four owner/landlords, and no other mode of payment shall be valid.

3.2

That there shall be an increase of 6% per annum in the rent after the initial period of first eight months and and thereafter the lease rent shall be increase by 6 % for every subsequent year and rent for the entire period of 8 years will be as follows:

PERIOD

MONTHLY RENT

4. 4.1

SECURITY DEPOSIT

That the LESSEE has agreed to pay a security deposit of Rs. /- (Rupees +++++++++++only) equivalent to three month rent, interest free security deposit for the entire period of the Agreement for the fitment and for any damages to the building and fittings of the Demised Premises during the lease period.

4.2

The LESSOR undertakes to refund the security deposit only after the Demise Premises has been vacated and all the fitting etc. and conditions of the Demise Premises is inspected by the LESSOR and found to be as when let out.

4.3

The LESSOR further agrees and undertakes to refund to the LESSEE, the amount of the security deposit, subject to deduction of any un-paid rent or maintenance charges, Electricity Charges, and any other government dues such as electricity/water charges or any kind of taxes imposed by the government from time to time upon termination of the lease as contemplated in clause ____of this Agreement.

5. TAXES 5.1 That the aforesaid lease money/rent shall be exclusive and shall not include water and electricity charges. There is a separate electricity meter for the Demised Premises and electricity charges shall be paid directly to the concerned authorities by the LESSEE and

the LESSEE shall also pay 25% amount of every water bill of the building as their share of the water bill every month to the concerned authority and supply a original receipts of the payment made to the concerned department to the LESSORS. 5.2 That the Property Tax/House tax/property related taxes for the Demised Premises shall be borne by the LESSOR. Any/all levies/taxes/charges/rates/cesses/fees/wealth tax etc. which may be imposed by Government or Municipal Corporation, Chandigarh Administration or any other successors of the Chandigarh Administration in respect of the plot/building/premises leased under this Agreement or which may become payable before, during or after the term of this Agreement, and all increases/fresh impositions , if any, thereof as applicable and attributable to the plot/building/premises leased under this Agreement shall be solely and exclusively borne by the LESSOR and the LESSOR hereby undertakes not to claim any amount in respect of the same from the LESSEE. The LESSOR further represents and warrants that the incidence of taxes on the Demised Premises, levies, rates, cesses, charges and fees, wealth tax etc in respect of the Demised Premises as on date of signing of this Agreement is Nil.

6.

USE OF DEMISED PREMISES 6.1 The LESSEE shall use the Demised Premises for the commercial official purpose and will not carry or permit to be carried on in the Demised Premises or in any part thereof any activity which is likely to be unlawful, obnoxious or to cause nuisance to the Demised Premises or store any goods of hazardous or combustible nature or which are heavy so as to affect the construction or the structure or in any manner interfere with use of common areas. However, the usage of the Demised Premises for office use shall be unrestricted and uninterrupted and shall be made available at all times of day and night to the LESSEE, its employees, servants, representatives, customers, visitors and invitees subject to fulfillment of the security needs of the said Premises and subject to the LESSEE performing all its obligations under this Agreement. It is made abundantly clear that the LESSORS shall have no claim, right, title or interest of any nature whatsoever over or in respect of all interior works, renovations, furniture, equipment, installations etc done by LESSEE in the Demised Premises which shall remain the property of the LESSEE. The LESSEE will be entitled to display its name and address/ signages/boards and hoardings in and around the vicinity of the Demised Premises of its office of such sizes,

6.2

6.3

6.4

at such place(s) and in such numbers, as may be deemed fit by the LESSEE as per the mutual understanding/agreement between the Parties and other occupants of the said Premises. 6.5 The LESSEE shall, at its own cost and expense, obtain and maintain all necessary registrations, permits, licenses, governmental approvals, consents, etc. required for the conduct of its business at the Demised Premises. The LESSORS shall provide all necessary assistance and cooperation in this regard to the LESSEE. That LESSEE shall maintain good and amicable relations for the common uses of the said Premises and shall also take care of the maintenance jointly with other tenants. That Demised Premises shall be maintained by the LESSEE in good condition for the entire lease period such as white washing, paint work, wood work and general up keep of the Demised Premises which may be required from time to time for proper maintenance of the Demised Premises at their own expense. During the term of this lease, the LESSORS shall obtain insurance coverage of the entire structure of the Building including third-party liability and shall make timely payment of all insurance premiums. In the event of any accident or fire resulting in damages to the property of either Party or to the properties of third parties, both Parties agree, through the insurance cover (including third party liability), and to cooperate with each other in processing their claims with their respective insurance companies.

6.6 6.7

6.8

7.

ADDITIONS, ALTERATIONS, REPAIRS AND MAINTENANCE 7.1 The LESSEE shall be entitled to make temporary additions or installations in the Demised Premises depending upon its business needs and to alter, re-design or undertake any changes or alterations in respect of the Demised Premises as long as these changes do not affect/alter the basic structure of the Demised Premises in any manner and are not objectionable to the Estate Officer, Chandigarh Administration, Chandigarh. The LESSEE may however make structural changes in the Demised Premises with prior written consent of the LESSORS. The LESSEE shall carry out day to day maintenance of the Demised Premises and the fitments and fittings installed therein and the minor repairs of the Demise Premises at its own cost. The LESSORS agrees and undertakes to carry out on its own cost, all major and structural repairs to the Demised Premises and also repairs relating to structural deficiencies and defects in the Demised Premises which shall inter-alia include repairs relating to the leakage of roof and ceiling, cracks in walls, water proofing, or such other Civil construction in the Demised Premises.

7.2

7.3

8. 8.1

CONVEYANCE BY LESSORS The LESSORS hereby covenants with the LESSEE that during the subsistence of this Agreement, if the Demised Premises or any part thereof, are conveyed, gifted, mortgaged or in any manner voluntarily transferred, the LESSORS shall ensure that such conveyance, transfer, gift or mortgage is subject to the terms and conditions under these presents till the expiry or termination of this Agreement and that the transferee, donee, mortgagee, etc. shall undertake the rights and obligations of the LESSORS and the rights and obligations of the LESSEE herein shall continue and this Agreement shall remain and continue in full force and effect for the full term notwithstanding any such conveyance, transfer gift or mortgage. Upon any such transfer, the transferee shall become the LESSORS herein and by accepting such interest, the transferee shall be deemed to have assumed all such obligations of the LESSORS.

9.

REPRESENTATIONS, WARRANTIES AND INDEMNITIES LESSORS 9.1 The LESSORS undertakes and warrants obtaining and producing copies thereof to the LESSEE of No Objection Certificate from the Fire Department or any other appropriate authority in respect of fire safety in the said Premises. The LESSORS hereby represents and warrants that the Demised Premises is free from all encumbrances, lien, or any charge created in the favor of its banker for credit facility, the LESSORS has undisputed right and title over the property in the Demised premises, and LESSORS is fully competent to lease out the Demised Premises to the LESSEE. The LESSORS further warrants that the Demised Premises has been constructed as per the provisions of Capital of Punjab (Development and Regulation) Act, 1952 and the rules framed there under and if any changes are made in the law of Chandigarh Administration and Chandigarh Lease Hold of Sites and Building Rules, or any other appropriate authority, whose license/permission is statutorily or otherwise required in this regard. The LESSORS further represents that it is in possession of the necessary completion and occupation certificates in respect of the said premises from the Chandigarh Administration or any competent authorities and that the said premises is in conformity with the provisions/rules of the allotment letter and provision of Capital of Punjab (Development and Regulation) Act, 1952 for its use for Corporate Offices. The LESSORS further warrants that the LESSORS has obtained all the necessary permissions from the competent authorities for permanent electricity connections, water connections, sewage connections and all other statutory permissions as applicable.

9.2

9.3

9.4

9.5

9.6

The LESSORS assures, represents and warrants to the LESSEE that the LESSORS has good, valid and marketable right, title and interest in the Demised Premises free from encumbrances and that the LESSORS has the power and authority to grant on lease the Demised Premises to the LESSEE, and that the Demised Premises is fit to be used for the purpose for which it is being let out and has obtained all permissions for the construction and leasing of the Demised Premises, and in case any further permission / approval is required, the same shall be obtained by the LESSORS at its own cost. The LESSORS assures, represents and warrants to the LESSEE that the Demised Premises have been built in accordance with applicable law and regulations. The LESSORS is not and shall not be in breach of any covenant, rule, regulation or law that may or will effect the peaceful and quiet enjoyment/ occupation by the LESSEE of the Demised Premises. The LESSORS hereby warrants that any lapse/violation/negligence on the part of the LESSORS or its contractors/agents during any interior work/additions/modifications/alterations resulting in any kind of hazard or fire in the said premises/building, loss of life/property including Third Party, damage to the Leased Premises/ Building Structure etc. and all financial and legal consequences arising there from shall be the sole responsibility of the LESSORS and shall not impose any legal or financial liability on the LESSEE. The LESSORS represents and warrants to procure/secure at all times during the term, or, in case of extension, such extended term, of this Lease Deed, all/any sanctions/clearances/approvals from any Statutory /Government authority or any other applicable authority to ensure continued possession and enjoyment of the Demised Premises by the LESSEE. The LESSORS shall indemnify and hold harmless the LESSEE and/or its subsidiaries and including their directors and officers at all times against and in respect of all losses, liabilities, costs and expenses which the LESSORS may suffer or incur in connection with any of the following: a. Any gross negligence and willful misconduct leading to breach of any of the representations, warranties, covenants and obligations of the LESSORS as set forth in this Lease Deed. b. Charges or encumbrances created or existing on the Demised Premises or any claims in respect of the Demise Premises sought to be enforced against the LESSEE after execution of this Lease Deed. c. For any loss, damage, fine, penalty or expenses incurred by the LESSEE due to any violation of the provisions/rules of the allotment letter and provision of Capital of Punjab (Development and Regulation) Act, 1952 by the LESSORS in the construction of the Demised Premises in relation to occupation and use of the said Premises during the period of lease.

9.7

9.8

9.9

9.10

LESSEE

9.11

The LESSEE absolutely undertakes that it shall not assign, transfer, sublet, mortgage, underlet or grant leave and license or transfer or part with or share possession of the Demised Premises or any portion thereof in any manner whatsoever, except for what is specifically permitted hereinabove, without the written permission of the LESSORS. The LESSEE agrees and undertakes to pay by the due date, the electricity/ energy & water charges as recorded in the meters separately provided for recording of consumption of water & electricity for the Demised Premises. It is clearly understood that any default in payment of any charges / dues on account of maintenance, electricity or water shall immediately invite disconnection of the service to the Demised Premises which can be restored only after full clearance of the dues along with the applicable interest. The LESSEE agrees that LESSORS and its agents shall be entitled to enter the Demised Premises at all weekdays during business hours, after serving a 48 hours prior notice in writing to that effect upon the LESSEE, for the purposes of inspection of the Demised Premises. The LESSEE undertakes to handover the Demised Premises to the LESSORS on the expiry or earlier termination of the lease without causing any damage to the walls, floors or ceiling or other parts of the interior as provided by the LESSORS of the Demised Premises (reasonable wear and tear excepted). The LESSEE undertakes to abide by the rules and regulations and instructions of Chandigarh Administration/Chandigarh, Municipal Corporation of Chandigarh and abide by the provisions of Capital of Punjab (Development and Regulation) Act, 1952 and Chandigarh Lease Hold of Sites and Building Rules, 1973 and the rules framed thereunder any if any charges are made in the law of Chandigarh Administration, than the new rules, regulations and laws as applicable shall apply to Demised Premises. The LESSEE further undertake to takes all necessary permissions from the Chandigarh Administration to run this business and will abide by the rules and regulations thereof for use of it for commercial (office) purpose only. That the LESSEE agrees that LESSEE has inspected the Demised Premises and has satisfied himself on the condition thereof with reference to the use and occupation of the Demised Premises and also has found the premises totally vacant and as per the original site plan sanctioned by the Chandigarh Administration.

9.12

9.13

9.14

9.15

9.16

9.17

10.

TERMINATION

10.1

That the LESSORS and the LESSEE may terminate this Lease by giving 2 months notice, in writing duly served upon the LESSORS or by payment of rent and all other charges and dues stipulated in this Lease Deed in lieu of the notice period. Upon the expiry of 2 months from the date of notice as aforesaid, the lease shall stand terminated subject to the LESSEE handing over vacant, peaceful and physical possession of the demised premises and simultaneously the LESSORS will refund all/any outstanding deposits/advances to the LESSEE. If the LESSEE commits breach or non performance of any covenants or conditions of this agreement, the LESSORS will intimate by written notice to the LESSEE to rectify the fault and make the payments within 30 days. If the LESSEE fails to make the payments/ rectify the fault, the Lease deed shall be automatically stands cancelled and the LESSEE shall be liable for all Losses and damages resulting from such breach and shall also be liable to vacate the Demised Premises forthwith. Further, in case of any breach or non performance of any covenants or conditions of the agreement by the LESSORS, the LESSEE will intimate to the LESSORS to rectify the breach within 30 days, if the LESSORS fails to rectify the breach, the LESSORS shall be liable for all Losses and damages resulting from such breach to the LESSEE. That after the expiry of lease period of nine years of this Agreement the LESSEE shall unconditionally vacate the Demised Premises and handover vacant physical possession to the LESSORSS and the LESSORS at the time of taking over the vacant possession shall be liable to the refund the interest free security deposit to the LESSEE subject to deduction of any unpaid rent, maintenance charges, electricity charges, power back-up charges etc. In case of any default LESSEE shall be liable for damages and will pay rent of Rs.20000/- per day for keeping the premises beyond the day of vacation and all other charges incurred by the LESSORSS till the time he vacates the Demised Premises. Further, in case the LESSORS fail to refund the security deposit, the LESSEE shall be entitled to recover the same with the interest @ 18% P.A. If during the term of the lease, the said Premises or Demised Premised or any part thereof be acquired or requisitioned by the Government or any local body or authority under any future Act or Rules made which are applicable to all such properties in the area, then in such event the LESSEE shall be entitled to terminate this Lease Deed. Upon such termination, the interest free rent security deposit and advances shall be forthwith refunded by the LESSORS.

10.2

10.3

10.4

11.

FORCE MAJEURE

11.1

In the event of Force Majeure, i.e., if the said Premises or demised premises or any part thereof be destroyed or damaged by fire, earthquake, tempest, flood, lightning, acts of terrorism, violence or any army or mob or enemies of the country or by any other irresistible force so as to render the said Premises unfit for the purpose of occupation of the LESSEE, the LESSEE shall notify the LESSORS of the same and request repair /

rectification of the damage. The LESSORS shall rectify all minor damages within 30 days and major repairs at the earliest depending upon the nature and extent of repairs required, but in no case later than 3 months on receiving such notice. The LESSEE may however be asked temporarily to vacate the whole or such portion of the said Premises as may be required to enable the LESSORS to carry out repairs in order to restore the said Premises or the demised premises. If the LESSORS is unable to rectify / repair the defects caused by the Force Majeure within the stipulated time, the LESSEE will have the right to terminate the lease after giving one months notice and all unadjusted advances / deposits, including the interest free security deposit shall forthwith become refundable to the LESSEE by the LESSORS immediately after peaceful vacant possession of the Demised Premises is handed back to the LESSORS.

12.

NOTICE AND COMMUNICATION

12.1

Any notice, letter, communication etc. to be made, served or communicated unto the LESSORS under these presents shall be in writing and shall be deemed to be duly made, served or communicated only if the notice or letter or communication is addressed to the LESSORS at the address shown above or such other address as may be intimated by the LESSORS in this behalf and sent by registered post / fax. Similarly any notice, letter or communication to the LESSEE shall be deemed to be made, served or communicated only if the same in writing is addressed to the above mentioned address of the corporate office of the LESSEE or to the address of the said Premises by registered post / fax.

13.

MISCELLENOUS

13.1

Quiet Usage: Upon paying the monthly rentals and upon observing and performing all the terms, covenants and conditions of this Agreement on the part of the LESSEE to be observed and performed, the LESSEE shall quietly enjoy the use of the Demised Premises during the Original Term and Renewed Term, if any, subject however, to the exceptions, reservations and conditions of this Agreement. The LESSORS agrees to hand over the usage of the common services in the Demised premises to the LESSEE from the date of execution of this deed. Charges & Expenses: All expenses relating to the stamping and registration of this Lease Deed or any extension thereof shall be borne equally by both the parties. The pre-occupation expenses to be incurred for false roofing made with gupsum boards available for the purpose and tilling of the floor with 2x2 vitrified tiles and white washing of the premises etc. will be borne by both the LESSEE and the LESSORS in the ratio of

13.2

50% each to be paid to the contractor directly. After the expiry of lease period the said modification will become the sole property of the LESSORS.

13.3 Entire Agreement: This Agreement sets forth the entire agreement and understanding of the Parties regarding the subject matter hereof and supersedes all prior understandings, discussions, negotiations, and agreements between the parties relating hereto. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless such amendment is in writing duly signed by both parties hereto.

13.4 Governing Law: This Agreement shall be construed and enforced in accordance with the laws of India, without giving effect to conflict of laws. The Parties irrevocably submit to the jurisdiction of the courts of competent jurisdiction at Chandigarh with respect to any suit, action or other proceeding arising out of or related to this Agreement.

13.5

Headings, etc: The captions and headings of this Agreement are for convenience and reference only and in no way define, limit or describe the scope or intent of this Agreement.

13.6

Severability: If any of the provisions of this Lease Deed shall be determined to be void or unenforceable under applicable law such provisions shall be deemed amended or deleted to the extent necessary to confirm to applicable law and the remaining provisions of this Lease Deed shall remain valid and enforceable.

13.7 Waiver: The failure of either party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of any such party thereafter to enforce such provision. 13.8 Counterparts: The LESSEE shall retain the original of this Lease Deed and the LESSORS shall have the duplicate duly certified and signed copy thereof. That the LESSEE will supply their VAT number to the LESSORS and the MOU of the Company and also a letter of authorization of the Company and a General Power of Attorney to the person/s who will enter into lease agreement with LESSORS and for the lease premises.

13.9

13.10 All disputes will be subject to jurisdiction of Courts in Chandigarh.

In witness whereof the above mentioned lessors/landlords and lessees sign this lease deed in the presence of witnesses at Chandigarh on the day, month and year mentioned above. WITNESSES:

1)

LESSORS

2)

LESSEE