LEASE DEED

Warehouse / Industrial Premises

This Lease Deed is made at __________ on __________.

BETWEEN

__________, __________, holding PAN __________, of __________ (the "Landlord", which expression includes its successors in title and permitted assigns) — of the ONE PART;

AND

__________, __________, holding PAN __________, of __________ (the "Tenant", which expression includes its successors and permitted assigns) — of the OTHER PART.

The Landlord and the Tenant are each a "Party" and together the "Parties".

RECITALS

A. The Landlord is lawfully seised and possessed of, and is entitled to grant a lease of, the __________ described in Schedule A (the "Premises").

B. The Tenant has inspected the Premises and its access, structure, flooring and services, and has agreed to take the Premises on lease for the use set out in Clause 5, and the Landlord has agreed to grant that lease, on the terms below.

NOW THIS DEED WITNESSES AS FOLLOWS:

1. DEMISE AND TERM

1.1 The Landlord hereby grants to the Tenant, and the Tenant hereby takes, a lease of the Premises for a term of __________ year(s) commencing on __________ (the "Term"), together with the right to use the common access roads, gates and services serving the Premises.

1.2 This Deed creates a lease within the meaning of s.105 of the Transfer of Property Act, 1882. The Tenant shall have exclusive possession of the Premises during the Term, subject only to the Landlord's rights of entry under Clause 9. This Deed is not a leave and licence arrangement, and neither Party shall contend otherwise.

1.3 The Parties record that a lease for a term exceeding one year must 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, and that an unregistered lease is inadmissible under s.49 of that Act. The Parties shall complete registration as provided in Clause 20.

2. RENT, TAXES ON RENT AND PAYMENT

2.1 The Tenant shall pay to the Landlord rent of __________ per month (the "Rent"), exclusive of GST, in advance, on or before day __________ of each calendar month, by electronic transfer to the bank account the Landlord notifies in writing. Rent for a part month is payable pro rata.

2.2 Rent runs from the Commencement Date, save for any rent-free fit-out period stated in this Clause.

2.3 Unless a rent revision is stated in this Clause, the Rent shall remain unchanged for the whole of the Term.

2.4 Unless a different rate is stated in this Clause, Rent and other sums not paid when due shall carry simple interest at eighteen percent (18%) per year from the due date until payment. Interest is not a waiver of any other remedy.

2.5 GST. Renting immovable property for business use is a taxable supply of service. All sums under this Deed are exclusive of GST. Where the Landlord is registered, the Landlord shall raise a valid tax invoice and the Tenant shall pay GST in addition to the Rent against that invoice. Where the Landlord is not registered under GST and the Tenant is registered, the Tenant shall discharge GST on the renting of the Premises under the reverse charge mechanism to the extent the law then requires, and shall not deduct that amount from the Rent. The Landlord shall report the supply correctly and file its returns on time so that the Tenant may take input tax credit, and shall reimburse the Tenant for any credit lost through the Landlord's default.

2.6 TDS. The Tenant shall deduct tax at source on the Rent at the rate and in the manner required by law — under s.194-I of the Income-tax Act, 1961 where that section applies to the Tenant, at the rate applicable to land and building (a lower rate applies to plant and machinery); under s.194-IB where the Tenant is an individual or Hindu undivided family to whom s.194-I does not apply, in which case no TAN is required, deduction is made once in the last month of the financial year or of the tenancy, and the deduction is reported in Form 26QC; and under s.195, at the rates in force and subject to any applicable double taxation avoidance agreement, where the Landlord is a non-resident. Deduction is required only where the rent crosses the threshold prescribed by the section that applies. The Tenant shall deposit the tax within time and furnish the certificate of deduction. Deduction and deposit is a good discharge of the Rent to that extent. If the Landlord produces a certificate under s.197 for deduction at a lower or nil rate, or — where the Landlord is a non-resident — a certificate under s.195(2) or s.197, the Tenant shall act on it from the date it is received. Where the Parties have agreed that any sum is payable to a non-resident Landlord free of tax, the sum shall be grossed up as s.195A of that Act requires.

3. SECURITY DEPOSIT

3.1 The Tenant shall pay the Landlord an interest-free refundable security deposit of __________ (the "Security Deposit") on or before the Commencement Date. Handover of the Premises is conditional upon its receipt.

3.2 The Security Deposit is not rent in advance. The Tenant shall not require it to be adjusted against Rent during the Term, and the Landlord shall not apply it towards Rent except on termination or expiry.

3.3 The Landlord shall refund the Security Deposit within __________ days of the Tenant handing over vacant and peaceful possession, and shall hand over possession and refund simultaneously wherever practicable. The Landlord may deduct only: arrears of Rent, maintenance and utility charges; the cost of making good damage beyond fair wear and tear; and reinstatement costs the Tenant is required to bear under Clause 15. Every deduction shall be supported by an itemised statement with invoices. Any amount not refunded in time carries interest at the rate applicable to late payment of Rent under Clause 2.

3.4 Unless the Parties agree otherwise in writing, the Security Deposit shall not be increased when the Rent escalates.

4. OUTGOINGS, UTILITIES AND POWER

4.1 Municipal property tax, land revenue, cess and any estate service charge levied on the Premises as such shall be borne by __________. Any tax, levy, fee or charge imposed on the Tenant's use, occupation, goods or business at the Premises shall be borne by the Tenant.

4.2 Electricity to the Premises is supplied through __________. The Tenant shall pay all consumption, demand, fixed and minimum charges from the Commencement Date. The Landlord warrants that there are no electricity arrears in respect of the Premises as at the Commencement Date and shall clear any that emerge for the earlier period.

4.3 The Landlord shall make available to the Tenant the existing sanctioned electrical load of the Premises from the Commencement Date.

4.4 Any enhancement of the sanctioned load, and any additional transformer, feeder, cabling, capacitor bank or generator set required for the Tenant's operations, shall be applied for and paid for by __________. Whichever Party bears that cost, the Landlord shall sign and provide, without charge and within a reasonable time, every application, consent, no-objection and ownership document the distribution licensee requires from the owner of the Premises.

4.5 Water, sewerage, drainage, telecom and internet connections for the Tenant's operations are at the Tenant's cost.

4.6 Unless a maintenance charge is stated in this Clause, no separate common area maintenance charge is payable by the Tenant.

5. PERMITTED USE, STORAGE AND FLOOR LOADING

5.1 The Tenant shall use the Premises only for the following purpose, and for no other without the Landlord's prior written consent: __________

5.2 The Premises shall not be used as a dwelling, nor for any unlawful purpose, nor for anything that renders any insurance of the Premises void or voidable, nor for any use prohibited by the terms on which the land is held.

5.3 Except as this Clause expressly permits, the Tenant shall not store, handle or bring on to the Premises any explosive, radioactive, highly inflammable, corrosive, toxic or otherwise hazardous substance, nor any goods requiring a licence under the Petroleum Act, 1934, the Explosives Act, 1884 or the rules made under them.

5.4 The Tenant shall not impose on any floor, mezzanine, roof or structural member a load exceeding its safe design load. Before installing any racking system, mezzanine, heavy machinery, in-floor equipment or high-density storage, the Tenant shall obtain the Landlord's prior written approval, which the Landlord shall not unreasonably withhold where the Tenant produces a chartered structural engineer's certificate confirming the loads are within the design capacity of the structure.

5.5 The Landlord shall, on or before the Commencement Date, make available to the Tenant copies of the building completion or occupancy certificate and the structural stability certificate for the Premises, to the extent these exist, and shall permit the Tenant to carry out a structural and flooring inspection at the Tenant's cost.

6. STATUTORY COMPLIANCE AND ENVIRONMENT

6.1 The Landlord warrants that it has good title or a valid subsisting right to grant this lease; that the building approvals and the permitted land use allow the Premises to be used as a __________; and that all dues in respect of the Premises up to the Commencement Date are paid.

6.2 The Tenant shall obtain and maintain, at its own cost, every registration, licence, consent and approval required for its business at the Premises, including registration under the applicable shops and establishments or labour legislation, any trade or storage licence, and the fire safety no-objection required for its occupancy and storage configuration.

6.3 Pollution control — __________

6.4 Factories Act — __________

6.5 The Tenant is responsible, as the person in occupation and control, for all effluent, emissions, solid waste and hazardous waste generated by its operations, for their lawful treatment and disposal, and for operating and maintaining any effluent or sewage treatment installation its use requires. The Tenant shall indemnify the Landlord against any liability, penalty, direction or clean-up cost under the Environment (Protection) Act, 1986 or any pollution-control legislation arising from the Tenant's operations. Nothing in this Deed makes the Landlord the occupier of the Premises for the purposes of any such legislation.

6.6 The Landlord shall sign, as owner of the Premises, every application, no-objection, consent and ownership declaration that any authority requires from the owner for the Tenant's licences and consents, shall do so within a reasonable time of being asked and without charging for it, and the Tenant shall bear the statutory fees.

7. ACCESS AND HEAVY VEHICLES

7.1 The Tenant, its employees, contractors, customers and goods vehicles shall have the right of ingress to and egress from the Premises at all hours on every day of the year, over the access road, gates and common areas serving the Premises.

7.2 The Landlord shall keep the access road, gates, culverts and turning areas serving the Premises in a condition fit for the movement of laden goods vehicles, and shall not obstruct, narrow, gate or divert that access without providing an equivalent alternative at its own cost.

7.3 The Tenant shall ensure that its vehicles do not obstruct the access of others, shall comply with the traffic and security rules of the estate or complex, and shall observe any restriction imposed by the authorities on the movement of heavy vehicles.

8. FIT-OUT AND ALTERATIONS

8.1 The Tenant shall not carry out any structural alteration to the Premises without the Landlord's prior written consent. The Tenant may carry out non-structural works — racking, partitions, office cabins, lighting, dock shelters, flooring treatment, signage and the like — on prior written notice with drawings, subject always to Clause 5.4 and to the Tenant obtaining every statutory approval.

8.2 The Tenant's racking, plant, machinery, equipment, material-handling equipment and trade fixtures remain the property of the Tenant throughout the Term, and the Tenant may remove them at any time and at the end of the Term, making good damage caused by their removal. The Landlord shall not claim any lien over them, including for arrears.

9. REPAIRS AND MAINTENANCE

9.1 The Landlord shall maintain and repair, at its own cost, the structure of the Premises: the roof and roof sheeting, gutters and rainwater goods, trusses and load-bearing members, external and compound walls, the floor slab, main drainage and the electrical infrastructure up to the meter.

9.2 The Tenant shall maintain the interior of the Premises, its doors, windows, internal fittings and its own installations, shall keep the Premises clean and free of pests, and shall carry out day-to-day repairs, fair wear and tear excepted.

9.3 If the Landlord fails to carry out a repair for which it is responsible within __________ days of written notice — or, where goods are at risk from water ingress or the operation is halted, within such shorter period as is reasonable in the circumstances — the Tenant may carry out that repair itself and recover the reasonable cost, supported by invoices, by deducting it from the next instalments of Rent, provided the total so deducted in any period of twelve months does not exceed one month's Rent.

9.4 The Landlord and its representatives may enter the Premises on forty-eight hours' written notice, at reasonable hours and accompanied by the Tenant's representative, to inspect or repair, and without notice in an emergency. The Landlord shall not unreasonably disturb the Tenant's operations.

10. INSURANCE

10.1 __________

10.2 Neither Party shall do, or allow to be done, anything that renders any insurance of the Premises void or voidable or that increases the premium without meeting the increase.

10.3 The Tenant's stock and goods, and goods of third parties held by the Tenant, are at the Tenant's risk. The Landlord is not liable for their loss or damage except to the extent caused by the Landlord's breach of this Deed, negligence or wilful default.

12. LANDLORD'S COVENANTS

12.1 The Landlord shall put the Tenant in vacant possession of the Premises on the Commencement Date. The Parties shall on that date complete and sign Schedule C, together with dated photographs. If no handover schedule is completed within fifteen days of possession being given, the Premises shall be deemed to have been handed over in good and tenantable repair.

12.2 The Tenant paying the Rent and observing this Deed shall peaceably hold and enjoy the Premises during the Term without interruption by the Landlord or anyone claiming under it.

12.3 The Landlord warrants that the Premises are free from any encumbrance, charge, attachment, injunction or claim that would prevent this lease, and that where the Premises are mortgaged the lender's no-objection has been obtained.

12.4 If the Landlord sells or transfers the Premises during the Term, it shall do so subject to this lease, shall give the Tenant written notice, and shall procure that the transferee confirms this Deed in writing to the Tenant.

13. LOCK-IN, NOTICE AND TERMINATION

13.1 Subject to Clause 13.1A, either Party may terminate this lease at any time by giving __________ months' prior written notice to the other.

13.1A Unless a lock-in period is stated in this Clause, neither Party is subject to a lock-in.

13.2 Notice of termination shall be in writing and shall expire at the end of a calendar month. The notice periods agreed in this Clause apply in place of the periods that would otherwise apply under s.106 of the Transfer of Property Act, 1882.

13.3 The Landlord may terminate on thirty days' written notice if: Rent or other sums remain unpaid for thirty days after written demand; the Tenant uses the Premises in breach of Clause 5 and does not stop within thirty days of notice; the Tenant commits any other material breach and does not remedy it within thirty days of notice; or the Tenant is wound up or an insolvency resolution process is admitted against it and the Premises are not required for the going concern.

13.4 The Tenant may terminate on thirty days' written notice if: the Premises become unfit for the permitted use or access is denied for more than thirty consecutive days for a reason not attributable to the Tenant; any authority or corporation on whose terms the land is held, or any other authority, takes action that prevents the Tenant's lawful occupation; or the Landlord commits a material breach and does not remedy it within thirty days of notice. On such termination the Landlord shall refund the Security Deposit and the Rent for the unexpired paid period within __________ days.

13.5 Damage or destruction. If the Premises are damaged by fire, tempest, flood, earthquake or other irresistible force so as to be substantially unfit for the permitted use, the Rent shall abate in proportion to the part rendered unusable from the date of the event until the Premises are restored. If the Premises are not restored within ninety days, either Party may terminate on written notice, without prejudice to the Tenant's rights under s.108(e) of the Transfer of Property Act, 1882.

14. RENEWAL

14.1 __________

14.2 Where Clause 14.1 gives the Tenant an option to renew, and unless a different length or a different increase is stated in this Clause, the further term shall be of three (3) years and the Rent for its first month shall be the Rent payable for the last month of the Term increased by fifteen percent (15%), the revised Rent thereafter being subject to the same rent revision as applies under Clause 2.3.

14.3 Where Clause 14.1 gives the Tenant an option to renew, the Tenant shall exercise it by written notice given not less than __________ months before the Term expires. Any further term, whether taken under an option to renew or under a right of first refusal, shall be recorded in a fresh deed, duly stamped and registered, before the Term expires.

15. ASSIGNMENT, SUB-LETTING AND THIRD-PARTY GOODS

15.1 __________

15.2 Any permitted assignment or sub-letting is subject also to any consent required from the authority or corporation on whose terms the land is held, and to the fresh instrument being duly stamped and registered.

15.3 The Tenant allowing goods belonging to its customers to be received, stored, handled and dispatched at the Premises in the ordinary course of the Tenant's business does not amount to sub-letting or parting with possession, provided the Tenant remains in control of the Premises.

16. EXPIRY, HANDOVER AND HOLDING OVER

16.1 On expiry or earlier termination, the Tenant shall hand over vacant and peaceful possession of the Premises, free of all goods and personnel, with all keys and access devices, and shall produce clearances for electricity and other utility accounts.

16.2 __________

16.3 Fair wear and tear, and damage by any cause the Tenant is not responsible for, are excepted from the Tenant's handover obligations in every case. Damage shall be assessed against the handover schedule and photographs recorded in Schedule C.

16.4 The Landlord shall refund the Security Deposit as provided in Clause 3.

16.5 Holding over. If the Tenant remains in occupation after expiry or termination without the Landlord's written agreement, the Tenant shall be an unlawful occupant and shall pay mesne profits for each day of such occupation. Unless a different multiple is stated in this Clause, mesne profits shall be twice the Rent last payable, calculated pro rata for each day. The Landlord's acceptance of any sum for that period shall not create a fresh tenancy, nor a tenancy by holding over within s.116 of the Transfer of Property Act, 1882, and shall be treated only as payment towards mesne profits.

17. INDEMNITY AND LIABILITY

17.1 The Tenant shall indemnify the Landlord against all claims, penalties, losses and costs arising from the Tenant's use or occupation of the Premises, the acts of its employees, contractors and visitors, its breach of any statute or licence condition, and any environmental liability arising from its operations.

17.2 The Landlord shall indemnify the Tenant against all claims, losses and costs arising from any defect in the Landlord's title or authority to grant this lease, any encumbrance or dues relating to the period before the Commencement Date, and any breach by the Landlord of this Deed.

17.3 Neither Party is liable to the other for indirect or consequential loss, except in the case of fraud, wilful default, or the Tenant's liability under Clause 6.5.

18. CONFIDENTIALITY AND FORCE MAJEURE

18.1 Neither Party shall disclose the commercial terms of this Deed, or information about the other's business learned through it, except to its professional advisers, lenders, auditors and insurers, or where required by law or by any authority. The Landlord shall keep confidential all information about the Tenant's customers, stock and operations that it observes at the Premises.

18.2 Neither Party is liable for failure to perform an obligation, other than an obligation to pay money already accrued, caused by an event beyond its reasonable control — including flood, earthquake, fire, epidemic, riot, war, and any order of a government or court closing or restricting the Premises (a "Force Majeure Event"). The affected Party shall give prompt written notice and use reasonable efforts to resume. If a Force Majeure Event prevents the Tenant from lawfully accessing or using the Premises for more than thirty consecutive days, the Rent shall abate for the period of prevention beyond those thirty days; if the prevention continues beyond ninety days, either Party may terminate on written notice.

19. NOTICES

19.1 Notices shall be in writing and delivered by hand against acknowledgement, by registered post with acknowledgement due, or by reputed courier, to the Landlord at the address stated above, and to the Tenant at the address stated above.

19.2 A notice by hand or courier takes effect on delivery, and a notice by registered post on the fifth working day after posting, whether or not it is accepted. A Party changing its address for notices shall inform the other in writing.

20. STAMP DUTY AND REGISTRATION

20.1 This Deed shall be stamped with ad valorem duty under the lease article of the Stamp Act in force in the State where the Premises are situated, computed on the rent reserved, the length of the Term and any premium or deposit that article requires to be included. The duty shall be paid before or at the time of execution. This Deed shall be presented for registration before the jurisdictional Sub-Registrar within four months of execution under s.23 of the Registration Act, 1908.

20.2 Unless the Parties agree otherwise in writing, the stamp duty, registration fee and incidental charges shall be borne by the Tenant, and each Party shall bear the cost of its own advisers.

20.3 Both Parties, and their authorised signatories, shall attend before the Sub-Registrar with proof of identity, photographs and (where applicable) the board resolution or power of attorney, together with two identifying witnesses, and shall do everything necessary to complete registration. The Landlord shall produce the original title documents and, where the land is held from an authority or corporation, the allotment or lease deed and the permission for this letting.

20.4 If registration is not completed because of the default of one Party, that Party shall bear any penalty and shall compensate the other for the loss caused.

21. DISPUTE RESOLUTION AND GOVERNING LAW

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

21.2 A dispute not so resolved shall be decided by __________. Where the Parties have chosen arbitration, the seat and venue of the arbitration shall be __________, the proceedings shall be conducted in English, and the award shall be reasoned.

21.3 This Deed is governed by the laws of India. The courts at __________ shall have exclusive jurisdiction over this Deed and, where arbitration applies, over all applications arising from it under the Arbitration and Conciliation Act, 1996.

22. GENERAL

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

22.2 No variation is effective unless in writing, signed by both Parties and, where it alters the rent, the term or the extent of the Premises, duly stamped and registered.

22.3 Failure or delay in enforcing a term is not a waiver of it. A waiver on one occasion is not a waiver on another.

22.4 If any provision is held invalid, the rest continues in force, and the Parties shall replace the invalid provision with a valid one of similar commercial effect.

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

22.6 Clauses relating to payment of accrued sums, indemnity, environmental liability, confidentiality, handover, holding over and dispute resolution survive the end of the Term.

22.7 This Deed is executed in duplicate. The original, after registration, shall be retained by the Tenant and the duplicate by the Landlord. The duplicate shall bear the duty the applicable Stamp Act prescribes for a counterpart or duplicate, and the Landlord may obtain a certified copy of the registered original from the Sub-Registrar.

SCHEDULE A — THE PREMISES

Type: __________

Address: __________

Description: __________

Covered area: __________ __________

SCHEDULE B — COMMERCIAL TERMS

SCHEDULE C — CONDITION AT HANDOVER

To be completed and signed by both Parties on the date possession is given, and to be read with the dated photographs annexed to it. Record here the condition of the roof and sheeting, flooring, shutters and doors, dock levellers, electrical panel and meter reading, water connection, fire equipment, toilets, office block, compound wall and gate, and any existing damage.

1. ..................................................................................................

1. ..................................................................................................

1. ..................................................................................................

1. ..................................................................................................

IN WITNESS WHEREOF the Parties have signed this Lease Deed at __________ on __________.

LANDLORD

Signature: ..................................................

Name: __________

PAN: __________

TENANT

Signature: ..................................................

Name: __________

PAN: __________

WITNESSES

1. Signature: ..............................................

    Name: ......................................................

    Address: .................................................

    ID produced: ..........................................

1. Signature: ..............................................

    Name: ......................................................

    Address: .................................................