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MALL / ANCHOR TENANT LEASE AGREEMENT

BETWEEN

__________, __________, of __________, PAN __________ (the "Lessor", which expression includes its successors in interest and permitted assigns);

AND

__________, __________, of __________, PAN __________ (the "Lessee", which expression includes its successors in interest and permitted assigns).

The Lessor and the Lessee are each a "Party" and together the "Parties".

RECITALS

B. The Lessee has requested a lease of the Premises for its business as an anchor tenant of the Mall, and the Lessor has agreed to grant one on the terms set out below.

C. The Parties intend this Deed to create a lease within the meaning of s.105 of the Transfer of Property Act, 1882, transferring to the Lessee the right to exclusive possession of the Premises for the Term, and not a licence.

D. The Term of this lease exceeds one year and reserves a yearly rent. The Parties accordingly execute this Deed as a registered instrument, as s.107 of the Transfer of Property Act, 1882 requires, and shall have it registered under s.17(1)(d) of the Registration Act, 1908.

E. Three provisions of this Deed each identify the place in which the Premises lie — Recital A and Schedule I, the stamp duty computation in clause 26.2, and the rent statute identified in clause 28.1. The Parties confirm that they have read those three provisions together before executing this Deed and that each of them describes the same jurisdiction.

NOW THIS DEED WITNESSES as follows.

1. 1. DEFINITIONS

1.2 "Term" means the period stated in the Grant clause.

1.3 "Lease Year" means each period of twelve months commencing on the Commencement Date and each anniversary of it, and, for the first and last such periods if shorter, that shorter period.

1.4 "Rent" means the amount payable under clause 3 and, where applicable, clause 4 (Revenue Share), together.

1.5 "Rent Commencement Date" means the Commencement Date, unless a rent-free fit-out period is stated in the Rent clause, in which case it means the date stated there.

1.6 "Security Deposit" means the deposit stated in the Security Deposit clause, as topped up under this Deed.

1.7 References to a statute are to that statute as amended or re-enacted, and include a statute as extended to the place where the Premises are situated. Headings do not affect interpretation. The singular includes the plural.

1. 2. GRANT AND TERM

2.4 The Lessor shall deliver possession of the Premises to the Lessee on the Commencement Date in the condition described in Schedule II, with sanctioned electricity and water connections available and the Mall's common services operational. The Parties shall sign a joint inspection record on the Commencement Date, which shall be annexed to and form part of Schedule II.

2.5 Where the Lessor holds the Mall under a lease or sub-lease of its own, the Lessor warrants that the unexpired residue of that lease or sub-lease at the Commencement Date exceeds the Term, and that nothing in it prevents the grant of this lease. This lease determines with the head lease out of which it is granted, and the Lessor shall do nothing to bring that head lease to an end during the Term.

1. 3. RENT

3.4 Rent shall be paid by electronic transfer to the Lessor's bank account, or to such other account in the Lessor's name as the Lessor notifies in writing at least fifteen days in advance.

1. 4. REVENUE SHARE

1. 5. SECURITY DEPOSIT

5.2 The Security Deposit secures the Lessee's obligations under this Deed. The Lessor may deduct from it only: unpaid Rent, including an unpaid or understated Revenue Share established under clause 4.8; unpaid CAM Charges, marketing fund contributions, utility or other charges the Lessee owes under this Deed; the reasonable documented cost of making good damage to the Premises caused by the Lessee, fair wear and tear excepted; amounts payable by the Lessee on early termination under the Lock-in clause; the reasonable documented cost of any reinstatement the Lessee was obliged to carry out under the Expiry and Reinstatement clause and did not; any misuse charge, change-of-use charge, composition fee or penalty lawfully levied on the Premises because of the Lessee's own use or occupation; and any statutory dues that the Lessee was liable to pay and did not.

5.5 The Lessee shall not adjust the Security Deposit against Rent without the Lessor's written consent.

1. 6. TAXES

6.2 The Parties acknowledge that renting immovable property for use in the course or furtherance of business is a supply of service under GST law, and that this applies to the whole of Rent, any Fixed Rent or Minimum Guarantee and any Revenue Share together, once the Revenue Share for a period is ascertained. Where the Lessor is registered under GST, the Lessor shall raise a tax invoice for each component when it falls due or is ascertained, reporting both correctly in its returns and paying the tax, so that the Lessee may take input tax credit where available. Where the Lessor is not registered under GST and the Lessee is registered, tax on the renting of commercial immovable property is payable by the Lessee under the reverse charge mechanism as notified from time to time, and this applies to the Revenue Share component exactly as it applies to any Fixed Rent.

6.3 TDS: The Lessee shall deduct tax at source on Rent under s.194-I of the Income-tax Act, 1961 where the amount paid or credited attracts deduction under that section, at the time of actual payment or credit of each component, deposit it within the prescribed time, file the return and furnish Form 16A to the Lessor. Where GST is charged and shown separately on the invoice, deduction shall be made on the amount excluding that tax. If a higher rate applies for want of a valid PAN under s.206AA of that Act, the resulting shortfall is the Lessor's burden.

6.5 Any new tax, cess or levy imposed on this letting after the date of this Deed shall be borne by the Party on whom the law imposes it, unless this Deed provides otherwise.

1. 7. COMMON AREA MAINTENANCE, MARKETING FUND AND UTILITIES

7.1 The Lessee shall pay for electricity, water, telecommunications, internet, diesel generator back-up and other utilities consumed at the Premises, as metered or fairly apportioned, directly to the supplier or to the Mall's maintenance agency, and shall produce receipts on request.

7.4 The Lessee may apply for a separate meter or an enhanced sanctioned load for the Premises; the Lessor shall sign the consents required from the owner, at the Lessee's cost, and shall not unreasonably delay doing so. Utility deposits paid by the Lessee remain refundable to the Lessee.

7.5 Utility, CAM and marketing fund dues relating to the period before the Commencement Date are the Lessor's liability, and the Lessor shall clear them.

1. 8. PERMITTED USE, THE ALLOTTING AUTHORITY AND COMPLIANCE

8.3 The Lessor shall make available to the Lessee copies of the occupation or completion certificate, the sanctioned building plan, the allotment letter, lease deed or conveyance deed for the Mall, and the current property tax receipts, and shall not do anything within its control that renders the permitted use unlawful.

8.4 The Lessee shall obtain and maintain at its own cost every registration, trade licence, fire safety approval, pollution control consent, food safety licence (where the permitted use includes food and beverage) and other permission its business at the Premises requires. The Lessor shall sign any consent, no-objection or application form required from the owner for those approvals, at the Lessee's cost, and shall not unreasonably delay or refuse.

8.5 The Lessee shall not use the Premises for any unlawful, hazardous or nuisance-causing activity, and shall observe the Mall's rules and tenant manual notified to it in writing, including its general operating hours stated in clause 12.1.

8.6 The Lessee shall not do anything that would amount to a misuse of the Premises under the conditions of the allotment or lease recited in clause 8.2, and shall indemnify the Lessor against any misuse charge, change-of-use charge, composition fee, penalty, cancellation or resumption proceeding lawfully brought about by the Lessee's own use or occupation of the Premises. That indemnity extends only to a charge or penalty lawfully leviable, and clause 8.2 is not an admission by the Lessee that any particular charge is leviable.

1. 9. NO EXCLUSIVITY UNDER THIS DEED

9.1 This Deed does not grant the Lessee any exclusivity, category protection or non-compete promise against another tenant or licensee of the Mall, and nothing in this Deed is to be read as such a promise by implication. Where the Parties intend to give the Lessee exclusivity of that kind, it is recorded in a separate exclusivity or non-compete agreement between them, which is a distinct instrument from this Deed and does not vary this Deed except as that instrument itself expressly provides.

1. 10. FIT-OUT, ALTERATIONS AND SIGNAGE

10.1 The Lessee may carry out internal, non-structural fit-out and alterations at its own cost with the Lessor's prior written consent, which shall not be unreasonably withheld or delayed. The Lessee shall not alter the structure, external facade, columns or load-bearing elements, and shall comply with fire and building regulations and obtain any approval required.

10.2 The Lessee shall not sub-divide, fragment, partition or amalgamate the Premises, or any part of them, with any adjoining premises.

10.3 The Lessee's trade fixtures, equipment, furniture and removable fit-out remain its property throughout the Term and do not vest in the Lessor by reason of being affixed, subject only to the Expiry and Reinstatement clause.

10.4 The Lessee may display its name, logo and branding at the entrance to the Premises, on the Mall's directory and pylon signage where the Mall's rules make that available to an anchor, and at the Mall's designated signage locations, subject to municipal approval and the Mall's rules, and shall remove them on handover and make good.

1. 11. REPAIRS

11.1 The Lessor shall keep in good repair, at its own cost, the structure, roof, external walls, columns, foundations, water-proofing, common areas, lifts, escalators and common services, and shall remedy latent defects and any defect existing at the Commencement Date. The Lessor shall carry out such repair within thirty days of written notice, or immediately in an emergency. If the Lessor fails to do so, the Lessee may carry out the repair and set off the reasonable documented cost against Rent, up to two months' Rent for any one instance, after giving the Lessor a further seven days' written notice.

11.2 The Lessee shall keep the interior of the Premises, its own fit-out, fixtures, glass and installations in good repair and condition, shall keep the Premises clean, and shall make good damage it or its employees, contractors or visitors cause, fair wear and tear excepted.

1. 12. OPERATING HOURS AND CONTINUOUS TRADING

1. 13. CO-TENANCY AND OCCUPANCY-BASED RENT RELIEF

1. 14. INSURANCE

14.1 The Lessor shall insure the Mall and the structure of the Premises against fire and special perils for their reinstatement value, and shall keep that cover in force for the Term.

14.2 The Lessee shall insure its own fit-out, stock, contents and equipment, and shall maintain public liability cover appropriate to its business and its scale. Each Party shall produce evidence of its cover on the other's written request.

14.3 Neither Party shall do anything at the Premises that voids or prejudices the other's insurance.

1. 15. LESSOR'S COVENANTS

15.1 The Lessor has good title to, or authority over, the Mall and full power to grant this lease, and there is no subsisting agreement, encumbrance, allotment condition or proceeding that prevents the Lessee's quiet enjoyment.

15.2 So long as the Lessee pays the Rent and observes this Deed, the Lessee shall peacefully hold and enjoy the Premises for the Term without interruption by the Lessor or anyone claiming through it.

15.3 The Lessor shall pay its own outgoings, ground rent, allotment instalments and loan instalments so that the Lessee's possession is not disturbed, and shall inform the Lessee of any mortgage or charge on the Mall created before or during the Term.

15.4 The Lessor and its representatives may enter the Premises to inspect or repair at reasonable times on forty-eight hours' prior written notice, or without notice in an emergency, causing as little disturbance to the Lessee's business as possible.

15.5 The Lessor may transfer the reversion, but shall procure that the transferee assumes this Deed in writing and receives the Security Deposit, and shall notify the Lessee of the transfer.

15.6 The Lessor shall use reasonable efforts to keep the Mall as a well-managed, well-maintained organised retail complex, to fill vacancies with tenants of a standard consistent with the Mall's positioning, and to enforce its own rules against other tenants and licensees of the Mall consistently.

1. 16. LESSEE'S COVENANTS

16.1 The Lessee shall pay the Rent and all other sums when due, use the Premises only as permitted, comply with applicable law in the conduct of its business, permit inspection as provided above, and not part with possession except as this Deed allows.

16.2 The Lessee shall not do anything that creates a charge or encumbrance on the Premises, and shall not claim any right in the Premises beyond the leasehold interest granted by this Deed.

1. 17. ASSIGNMENT AND SUB-LETTING

17.2 Any assignment, sub-letting, franchising or parting with possession that this clause does not permit is void as against the Lessor and is an event of default. Where the conditions of an allotment or lease recited in clause 8.2 require the allotting authority's prior written permission for a sub-letting, no consent given by the Lessor under this clause takes effect until that permission is obtained.

17.3 A change in the shareholding or constitution of the Lessee that does not alter its legal identity is not an assignment for the purposes of this clause.

1. 18. LOCK-IN, NOTICE AND TERMINATION

18.1 Neither Party may terminate this Deed before the expiry of the Term except as this clause, the Default clause, or the Damage, Destruction and Force Majeure clause allows.

18.3 Termination does not affect rights or liabilities accrued before it, and the Lessee shall hand over the Premises in accordance with the Expiry and Reinstatement clause.

18.4 The notice periods in this Deed apply in place of the periods in s.106 of the Transfer of Property Act, 1882, which apply only in the absence of a contract to the contrary. This clause is subject to the Applicable Rent Law clause.

1. 19. DEFAULT AND RE-ENTRY

19.1 Each of the following is a default by the Lessee: Rent or other sums remaining unpaid for thirty days after written demand; breach of a material term not remedied within thirty days of written notice; an admitted petition for insolvency, winding up or liquidation of the Lessee that is not withdrawn or stayed within sixty days; a breach of the Continuous Trading clause not cured within the days stated there, plus a further thirty days of written notice; an assignment or sub-letting in breach of this Deed; or a material understatement of Gross Sales established under clause 4.8 where that clause treats it as a material breach.

19.2 On a default by the Lessee that continues, the Lessor may terminate this Deed by fifteen days' written notice and recover possession, without prejudice to its right to recover arrears and damages.

19.3 The Lessor shall recover possession only in accordance with law, and where the Applicable Rent Law clause requires possession to be recovered through a statutory forum, only through that forum. The Lessor shall not take forcible possession of the Premises, lock out the Lessee, remove its goods or disconnect electricity, water or other services otherwise than by due process.

19.4 Each of the following is a default by the Lessor: failure to carry out a structural repair within thirty days of written notice; disturbance of the Lessee's quiet enjoyment; the determination of any head lease out of which this lease is granted, otherwise than because of the Lessee's own default; or an encumbrance, allotment condition or proceeding that materially affects the Lessee's possession. On such a default that is not remedied within thirty days of written notice, the Lessee may terminate this Deed by thirty days' written notice, and in that event the Security Deposit is refundable in full and no early-exit compensation is payable.

1. 20. RENEWAL

20.1 Except as stated in this clause, the Lessee has no right to renew or extend this lease, and this Deed ends on the expiry of the Term.

1. 21. EXPIRY, REINSTATEMENT AND HANDOVER

21.1 On expiry or earlier termination, the Lessee shall hand over vacant and peaceful possession of the Premises to the Lessor in good condition, fair wear and tear excepted, together with all keys, access cards and the Lessor's fixtures listed in Schedule II.

21.3 The Lessee shall clear all utility, CAM, marketing fund and statutory dues relating to its occupation up to the date of handover and produce the final bills and receipts.

21.4 Anything the Lessee leaves at the Premises more than fifteen days after handover may, after written notice to the Lessee, be removed and disposed of by the Lessor at the Lessee's cost.

1. 22. HOLDING OVER

22.1 Subject to clause 5.4, if the Lessee remains in occupation after expiry or termination without a fresh registered lease, it does so as a tenant at sufferance. The Parties record that such occupation is not with the Lessor's assent and is not a holding over with assent within the meaning of s.116 of the Transfer of Property Act, 1882.

22.3 This clause does not limit the Lessor's right to recover possession in accordance with law, and is subject to the Applicable Rent Law clause.

1. 23. DAMAGE, DESTRUCTION AND FORCE MAJEURE

23.1 If the Premises are destroyed or rendered substantially unfit for the permitted use by fire, flood, earthquake, tempest, civil commotion or other event not caused by the Lessee, the Rent, CAM Charges and marketing fund contribution abate proportionately from the date of the event until the Premises are again fit for use. If they are not made fit within one hundred and eighty days, either Party may terminate this Deed by written notice, in which case the Security Deposit is refundable in full, less only sums already accrued and unpaid at the date of termination, and no early-exit compensation is payable. This is in addition to the Lessee's right under s.108(B)(e) of the Transfer of Property Act, 1882.

23.2 Neither Party is liable for failure to perform an obligation, other than an obligation to pay money already accrued, where the failure is caused by an event beyond its reasonable control. The affected Party shall notify the other within seven days and use reasonable efforts to resume performance.

1. 24. INDEMNITY AND LIABILITY

24.1 The Lessee shall indemnify the Lessor against claims, losses, penalties and reasonable legal costs arising from its use or occupation of the Premises, the acts or omissions of its employees, contractors and visitors, and its breach of this Deed.

24.2 The Lessor shall indemnify the Lessee against claims, losses and reasonable legal costs arising from a defect in the Lessor's title or authority, a prior encumbrance, the determination of any head lease out of which this lease is granted, a breach by the Lessor of the conditions of any allotment or lease under which it holds the Mall, dues relating to the Lessor's ownership, or its breach of this Deed.

24.3 Neither Party is liable to the other for indirect or consequential loss, or for loss of profit, except in respect of sums expressly payable under this Deed.

1. 25. CONFIDENTIALITY

25.1 Each Party shall keep the commercial terms of this Deed, including the Rent Structure and any Gross Sales figures, confidential, except that either may disclose them to its professional advisers, auditors, lenders and group companies, and where disclosure is required by law, by a regulator, by an allotting authority, or for stamping, registration or the enforcement of this Deed.

1. 26. STAMP DUTY AND REGISTRATION

26.1 The Term of this lease exceeds one year and reserves a yearly rent. This lease must therefore be made by a registered instrument under s.107 of the Transfer of Property Act, 1882 and is compulsorily registrable under s.17(1)(d) of the Registration Act, 1908. The Parties record that an unregistered lease of that kind is inadmissible in evidence to prove the tenancy under s.49 of that Act, save to the extent that section permits.

26.4 Two witnesses shall attest this Deed and shall attend the registering office with the executants. The Parties note that at the office of the Sub-Registrar, Union Territory of Chandigarh the first witness must qualify under para 127 of the Punjab Registration Manual and be known to the registering officer, that both witnesses must be known to each other, and that photographs of the executants and claimants are affixed on the deed itself there.

26.5 Neither Party shall dispute the validity of this Deed on the ground of insufficient stamping or non-registration where that state of affairs results from its own failure to perform this clause. If the registering officer or the Collector assesses a deficiency in stamp duty, the Party bearing the duty under clause 26.2 shall pay the deficiency and any penalty and shall obtain the Collector's certificate.

26.6 This Deed is executed in duplicate, or in such greater number of copies as the registering office requires. The Parties note that the Chandigarh registration checklist calling for a lease deed in duplicate speaks to freehold urban property, and that a Chandigarh commercial site is commonly held on lease from the Administration rather than in freehold, so the number of copies required is to be confirmed at the registering office when the appointment is booked. Whether the duplicate or counterpart itself attracts stamp duty, and at what rate — Article 25 of Schedule I-A to the Indian Stamp Act, 1899 as applicable — shall be confirmed at the registering office before the duplicate is engrossed.

1. 27. NOTICES

27.1 Notices under this Deed shall be in writing and delivered by hand against acknowledgment, or by registered post or reputed courier with proof of delivery, to the Lessor at __________ and to the Lessee at __________, or to such other address as a Party notifies in writing.

27.2 Email is sufficient for routine correspondence, but a notice of termination, default or renewal must be given by hand, registered post or courier. A notice is deemed received on the date of delivery, or on the fifth day after posting by registered post, whichever is earlier.

1. 28. APPLICABLE RENT LAW

28.2 Nothing in this Deed excludes, and neither Party is to be taken to have waived, any right or protection conferred by the rent statute identified in clause 28.1. Where clause 28.1 records that a rent statute governs this tenancy and that statute requires possession to be recovered on a statutory ground before a statutory forum, the Lock-in, Default, Expiry and Reinstatement and Holding Over clauses of this Deed operate as between the Parties but do not entitle the Lessor to recover possession otherwise than through that forum.

28.3 A dispute about recovery of possession that a rent statute reserves to the Rent Controller or to the Rent Authority is not referable to arbitration, and the Dispute Resolution clause does not purport to refer it.

28.4 Where clause 28.1 records that no rent statute governs this tenancy, clauses 28.2 and 28.3 have nothing to operate on, and possession is recoverable by an ordinary civil suit as clause 28.1 states.

1. 29. DISPUTE RESOLUTION AND GOVERNING LAW

29.1 The Parties shall first attempt to resolve any dispute by discussion between their authorised representatives within thirty days of written notice of the dispute.

29.4 This Deed is governed by the laws of India as in force at the place where the Premises are situated.

1. 30. GENERAL

30.1 This Deed, with its Schedules, is the entire agreement between the Parties about the Premises and supersedes all prior discussions, term sheets and letters of intent.

30.2 No amendment is effective unless made in writing and signed by both Parties; an amendment to the Rent, the Term or the extent of the Premises shall be made by a supplementary deed, duly stamped and registered. Clause 5.6 records what is not an amendment for this purpose.

30.3 A failure or delay in enforcing a right is not a waiver of it, and a single or partial exercise does not prevent further exercise.

30.4 If any provision is held invalid or unenforceable, the rest of this Deed continues in effect, and the Parties shall replace that provision with a valid one of the nearest effect.

30.5 Nothing in this Deed creates a partnership, joint venture or agency between the Parties.

30.6 The clauses on Security Deposit, Taxes, Permitted Use, No Exclusivity Under This Deed, Expiry and Reinstatement, Holding Over, Indemnity, Confidentiality, Stamp Duty and Registration, Applicable Rent Law, and Dispute Resolution survive the expiry or termination of this Deed.

SCHEDULE I — THE PREMISES

Boundaries and the floor plan of the Premises are as shown in the plan annexed to this Deed and initialled by both Parties.

SCHEDULE II — THE LESSOR'S FIXTURES AND HANDOVER CONDITION

The joint inspection record signed by the Parties on the Commencement Date under clause 2.4 forms part of this Schedule.

SCHEDULE III — FORM OF THE MONTHLY SALES STATEMENT

Every statement furnished under clause 4.4 shall state, for the calendar month to which it relates: the Gross Sales for the month, computed under clause 4.2; the deductions taken under the exclusions in that clause, each shown separately and not merely netted off; the treatment applied to online, delivery and marketplace sales under clause 4.3, with the underlying figures shown separately from in-store sales; the Threshold for the month, if any; the Revenue Share computed on the above; the amount already invoiced under clause 3.2 for the month, if any; the net amount payable or, on the Minimum-Guarantee option, the reconciliation amount payable or credited; and any correction to a figure reported for an earlier month, shown as an adjustment and not merged into the current month's figure.

SIGNED AND DELIVERED by the LESSOR
__________
PAN: __________

Signature: ______________________________

SIGNED AND DELIVERED by the LESSEE
__________
PAN: __________

Signature: ______________________________

WITNESSES