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A G R E E M E N T

This agreement is executed at New Delhi on this day of

BETWEEN

M/s. Spire Techpark Private Limited, a company incorporated in India, under the Companies Act, 1956 having its office at 5-D, Plaza M-6, Jasola District Centre, New Delhi - 110 0 2 5 hereinafter referred t o as "Developer", which expression unless repugnant t o the context or subject shall mean and include its successors, representatives and assigns of the party of FIRST PART;

Mr./Ms. *- .--.. -- ----- S/D/W of Shri Resident of -+-""a -----. ." & M~/MS. ------ *- -*+."." S/D/W of Shri Resident of ----? - hereinafter collect~vely referred to os 'AII~ILLoI~', wt i ic l~ oxpression unless repugnant t o the context or subject shall mean and include their respective legal heirs, P",~IGC~J~WI.IIT~, rleprosantatives, assigns, administrators and executors of the party of SECOND PART;

!3: AND WHEREAS allottee has requested the develol~er' for ellolrnunt of space/unlt in aforesaid lnformation Technology Park named 'SpireTec' on leasehold basis t o which tho dr-:velapnr has agreed. Following are the terms and conditions of agreement between the parties hereto.

M/ s. hcr~ving its principal place of business at acting through its Partnsr/l+c)pr'iul;or/Director Shri

Son of Shri ----------,*, Raaiclent of

NOW THE PARTIES HERETO HEREBY DECLARE, UNDERTAKE AND AGREE AS LIhIDER

+

ARTICLE I: Definit ions & I n t e r p r e t a t i o n

, hereinafLer raferred t o as 'Allottee', which expression unless repugnant to the context or subject shall mean and include its successors, rapresnntatives, assigns, administrators, executors and heirs of the party of SECOND PART;

WHEREAS vide duly registered deed dated 18th April, 2807 Groater Noida Industrial Development Authority has allotted Plot measuring 85,029.64 SQM [21.004 Acr30s] b ~ ~ ~ r i t i g numbor TZ-13A, Sector Tech Zone, Greater Noida Industrial Development Area, District Gautam Budh IVogar [ IJ t t~ l r Pradesh) to M/s. Sundaram I. T. Parks Private Limited on lease for setting up an Information Technology Park. M/e Gur~clsr~lrn I. T, Parks Private Limited has entered into an agreement

In this Agreement, following terms, t o the extent not inconsistunt; with the context thereof, shall have the meanings assigned t o them hereinbelow

with developer, by virtue of which developer got rig1118 t11 develop It~formation Technology Park on the plot and t o sub-lease 2 2 g the same in parts. Accordingly developer is d~v@lapit"Ig Inlnrrnation Technology Park named 'Spire Tec' on the plot. F e

1.1 Definitions

1.11 "Building" means the building [within complex] wherein the unit is situated.

1.1.2 "CAM Charges" means Common Area Maintenance Charges payable monthly to the maintenance agency for providing common services and facilities in complex.

Signature of Allottee

"Common Area" means all such parts/areas in complex which various allottees/occupants of units or visitors t o the complex may use by sharing with one another or for providing common services including common toilets, atrium, lobbies, common corridors 6 passages, lift lobbies, lift shafts, electrical shafts, fire shafts, plumbing shafts and service ledges on all floors, staircases, mumties, services areas, machine room, overhead water tank, under ground water tank, security/fire control room, Electric Sub Station, generator room and any other area, which the developer may decide t o be common area.

"Common Services & Facilities" shall include a] Soft security of complex/building b) Operations of common chiller plants for air-conditioning c) Operations of diesel generator sets for providing power back-up d) Maintenance of common areas (including lightening of common areas] el Maintenance of parking areas f 1 Maintenance of parks in complex S) Operations of water pumps h l Operations electrical sub-station i) Maintenance centralized fire control system j) Supply of water '4 Any other activity, which the maintenance agency may consider t o be providing common benefits t o

occupants of different units in complex/building.

"Complex" means all buildings, structures and open spaces situated within the boundaries of plot

"Consideration" means the sum total of basic price and preferential location charges payable for Unit by the Allottee t o the Developer as per Annexure A.

"Date of Booking" refers t o the date when 100% Consideration [in case of 100% Down Payment Plan] or 50% Consideration [in case of 50% Down Payment Plan] for unit along with the applicable taxes and statutory charges (if any) is actually received by developer and in case of payment through cheque/draft, the date when amount is credited in developer's bank account.

"Super Area" includes covered area of unit and proportionate share of common areas in building/complex. Total efficiency of a floor plate will be about 65%70% of total super area of that undivided floor plate. Final total efficiency of floor plate shall be declared by developer a t the time of offer of possession of Unit and the same shall be binding on allottee.

"Finished Condition" in respect of a unit shall mean ready t o move in state of the Unit with flooring, ceiling, painting and internal wiring done

"Furnished Condition" with respect t o the Unit shall mean Unit with such features, specifications, furniture and material as mentioned in Annexure 8.

"First Sub-Lessee" means a sub-lessee in whose favour sub-lease deed has been executed by developer or landowner and will include any person in whose favour the first sub-lessee transfers his all rights, claims and interest in the unit with prior approval of developer

1.1.12 "Second Sub-Lessee" means a sub-lessee in whose favour sub-lease deed has been executed by f ~ r s t sub-lessee allowing such sub-lessee (i.e., the second sub-lessee] to use and occupy the unit for a f~xed tenure reserving hlmself [i.e., the first sub-lessee] the r~gh t t o re-occupy the unit after expiry of the tenure of sub-lease n favour of second sub-lessee.

1.1.13 "Occupant" means the person who may be using or occupying the Unit and if the Unit remains unused/vacant/unoccupied, then the First Sub-Lessee.

1.1.14 "Force Majeure Conditions" means anything which may be beyond the control of developer including but not limited t o act of God [like flood, earthquake, fire etc.]; act of government and government departments [like passing of any law, order, delay in grant of necessary sanctions/approvals]; Order of Courts, act of human beings [like riots, strikes, war etc.); shortages [like shortages of labour, material, etc.)

11.15 "GNIDA" means Greater Noida Industrial Development Authority.

1.1.16 "Land Owner" means M/s. Sundaram I. T. Parks Private Limited t o whom GNIDA has allotted the plot on lease for setting up information technology park

11.17 "Plot" means plot of land measuring 85,029.64 SQM [21 004 Acres] bearing number TZ-13A, Sector Tech Zone, Greater Noida lndustr~al Development Area, District Gautam Budh Nagar [Uttar Pradesh)

Signature of Allottee Page 2 of 16

1.1.18 "Lease Facilitation Centre" means a body/entity (which may be established as a company, trust, society, partnership or in any other form], wherein First Sub-Lessees of all Unlockable Units will be the members/stake holders in proportion to area of their respective unit.

1.1.19 "Lockable Unit" also referred to as "Type A Unit" means unit which is enclosed between walls made from such material as may be considered appropriate by developer with door[s] for ingress/egress..

1.1.20 "Unit" means built-up space either of Type A or Type B as mentionecl in the article 2.1 below

1.1.21 "Unlockable Unit" also referred to as "Type R Unit," IIICI~I~IF~ 61 l l r i l l wl l~ch is und~vicled, whlch cannot be used separately and whlch forms part of a larxger c~nit,.

1.1.22 "Maintenance Agency" means any nnl,lLy [wll~cti rrrny txr un ~rlcl~v~tlut~l, (~er't,liorlslr~p f ~ rm , company, soc~ety, trust, etc ) nominated by developer for provicl~rlg~ cnrr-lrnotr ric)r+vit:c~~~ i l l ~ t l I r~c l l~ t~ne in complr!~.

1.1.23 "Mfer of possesslon of unllU/ "QCfnr 11of;f;n%81on of ullit;" wlll be o $;tug@ wlien clsvolopcr wlll int~mate the allottee about the completion of conslructlon el trt~rltlit~(j tll\tl o l f ~ t ~ owriershil) possession of the Unit to the allottee. However as allottee's url~l, shnll bo ilrl u~lltre;knhlu uti~l,, ullol,tc?o w~l l not ge l physical possesslon of the unit

11.24 "Sinking Fund means fund cr'eatocl for3 pur'cIlt~!n I or,[ l/rsr. ru(,lilccment ol equipments providing common fac~lities & servlces

1.1.25 "Soft Security" means daplnying fiocul-ity $jcltircl[s] nf private security agency at such points within the complex/building, which tho clovsloput' tlr n-ioinLer.~ancr! ugancy may deem fit, for carrying routine security related works without any responsibiliLy nl' dovc?lo(~sr~ c:9r rrrainLr-:nance agency in case of any breach in security or in case any damage or injury is coussd t;o rrny per3:;ort or (~rnpc;!f3Ly in colnplex due to any wrongful act of any other person.

1.2 I n t e r p r e t a t i o n

1.2.1 Any reference in this Agrs@ment l;o sny !;I;~(;uCcl 01' r;tatc~t;ory provision shall be construed as including a reference to that statute or statutory provisinr~ r-IU I'rclrrt titnu to time amended, modified, extended or re-enacted whether before or after the date of Llris Agreernt!r~l; nncl to all 8t;i'II;ut;ory instruments, orders and regulations for the time being made pursuant to it; or' cler'iving validiLy fl-c~tn it.

1.2.2 Meanings set forth for clefiriecl t;errrie in tllis Artir:lo ant1 all pr-onouns shall be equally applicable to both the singular and plural, masculine, feminine or' neuter I'crrrn!; us t;ke context may require.

1.2.3 All references in this Agreement to Annexorus aro t;o Annexurc?~ in or to this Agreement unless otherwise specified therein. The words "herleof," "heroin" rlncl "herc-!unclor" end worcls of similar import when used in this Agreement shall refer to this Agreement i ~ s u wl.~ols sncl riot to any particular provision of this Agreement. The words "include", "including" trncl "among oLbrer' thingo" shnll 11e dt?t-:rned to be followed by "without limitation" or "but not limited to" whether or not they are followocl by nc~ch phr'e:.;ws; or words of like import.

1.2.4 References In this Agreement to any clc)c:~~rnor~t, or :iUl1c!ornc!nl: rihtlll he cleemed to Include references to such document or agreement as amcnrlocl, vnric-ltl, 1'c~tll~116?rl, f i l l ~ ~ ~ ~ l ~ ~ l t ~ ~ ~ l ~ d or replaced from tlme t o time In accordance with the terms tilereof ancl to ~nr:li~cln orty n~tla lot,t,srs uxncutod In connection therewith, except as otherwise prov~ded In t h ~ s Agreement,

1.2.5 Headings/captions of the several Articles ulscl e l i ~~~sow ni I;his Agreement; are intended for convenience only and shall not in any way affect the meaning or' const;rucl;ion of' any provision Lherein.

1.2.6 References t o writing include printing, typing, lithography sricl clt;l.rer means of reproducing words in a visible form.

1.2.7 The recitals stated above shall be read with alsd forn.~ s part of this Agreement.

AR'TICLE 2: Al lotment :

2.1 Subject to other terms and conditions of tliis agreement, developer hereby confirms allotment of following built up space on sub-lease t o the allottee.

Type A: Lockable Unit bearing No. measuring Square Feet [in Super Area] Situated at Floor of Block/Tower in the Complex

5l OR a x "Ji? 5 2 iii 4 Type B: Unlockable Unit measuring square feet [ square meter] in super area in

the complex]

Signature of Allottee

ARTICLE 3: Tenure of Sub-Lease

3.1 The Sub-Lease shall be valid till 31 s t December, 2096. It may be further extended in accordance with norms and approvals of GhIIDA and developer

ARTICLE 4: Considerat ion

4.1 Consideration for allotment and sub-lease of Unit shall include Basic Price and Preferential Location Charges, which the allottee has paid/shall pay to the developer as per details given in Annexure 'A', attached hereto.

4.2 All taxes, levies, statutory charges, fees etc. [by whatever names they be called] applicable on the unit or on any payment made or to be made by allottee shall be borne & paid by allottee and if any taxes, levies, statutory charges, fees etc. is imposed on whole plot/complex/building, allottee shall pay the same in proportion to the super area of the unit.

4.3 Amount equivalent to 20% (Twenty Percent) of total consideration shall be deemed/considered as 'earnest money'. This earnest money shall stand forfeited in case of cancellation of allotment on non-fulfillment of terms and conditions of this agreement by allottee.

4.4 Timely payment by allottee of installments towards consideration for allotment of the unit, in accordance with Annexure 'A' is the essence of this transaction. In case of delay in payment of any installment[s) allottee shall be liable to pay interest @ 18% per annum on defaulted amount for delayed period. However, if any amount remains unpaid for a period of 6 0 [sixty) days from its due date for any reason whatsoever, developer shall have the right to cancel the booking/allotment. Any payment made by applicant(s1 shall be first adjusted towards outstanding interest than towards consideration.

4.5 Allottee shall make all payments towards consideration for allotment of the unit by way of cheques/drafts/pay orders issued in favour of "M/s. Spire Techpark Private Limited" [payable at New Delhi] or in such other name[s], which the developer may direct by a written communication. All cheques/drafts/pay orders shall be accepted by developer subject t o their realization.

4.6 Developer shall not be liable to send any demand notices/letters and it shall be the duty of allottee himself to make the payments for the unit in accordance with Annexure 'A'.

ARTICLE 5: POSSESSION

5.1 Since construction of the complex is a large project, developer shall construct the same in Phases. Irrespective of whether construction of other phase[s] is complete or not, developer will offer possession of the unit in finished condition after completion of construction of phase, wherein the unit situates. Allottee shall never have any objection to developer constructing or continuing with the construction of remaining structures in the complex or other buildings adjoining the unit. Occupation/completion certificate will not be mandatory for offer of possession of the unit. All major common facilities shall be completed and provided only after completion of construction of all phases. However all services necessary for making use of the unit like air conditioning, power back up, etc, shall be activated at the time of delivery of possession of the unit

5.2 Developer shall endeavor to offer the possession of the unit within three years from the date of execution of this agreement.

5.3 Developer shall also put the unit in Furnished Condition at the stage mentioned in Annexure A. Interior decoration, specifications and brands of furniture, fittings, equipments etc. to be provided by developer, shall be of developer's choice only and in case of any defect in said furniture, fittings, equipments etc. allottee shall make the complaint directly to the concerned service centers at their own costs and responsibility. Use of these furniture, fittings, equipments etc. by sub-lessee/occupant shall be subject to wear and tear thereof, for which developer shall have no responsibility.

5.4 Save what has been stated in Annexure A, developer shall never be liable t o pay any damages/compensation/penalty/interest in case of any delay in construction of concerned phase of the complex or delay in offer of possession of the unit.

5.5 Developer's responsibilities to offer possession of the unit and completion of construction shall be subject to Force Majeure Conditions.

Signature of Allottee

ARTICLE 6:Execution of Lease deed

6.1 Subject to compliance of all terms 6 conditions of allotment by allottee and also subject to payment of total consideration 6 other charges, including taxes as applicable on the unit by allottee and subject t o any regulation as may be applicable, developer shall effect/cause execution of sub-lease deed of the unit a t such stage which the developer may deem fit and proper. In any case there will be no delay in execution and registration of sub-lease deed at developer's end after expiry of three months from tho cliite of issuance of completion certificate of the complex by competent authorities, provided there is no r;tiltut,ory restriction or requirement for this purpose.

6.2 All expenses [including Stamp Duty and other cht~rgt!n l f l c l ~ pnytlblu t,n GI\IIDA] involved in ~ t s registration including renewals thereof [if any] shall be borne by ollotlut3.

ARTICLE 7: Assured Returns

7.1 Subject t o terms of this Agreenlc?rlt, 1,110 Allrrl,tc~o rjhi1II I1t1 wll,il,lsrl I,o ge!L 1 ~ ~ ~ 1 , t r r r l ~ s per the ternls and conditions mentioned in Annexure 'A'.

7.2 Amount of Service Tax or any chai,r~er-; nt,hnr [,lit111 c:trt~~iclt?r~~Litrn of thc unit pa~cl/payable by allottee shall never be included for calculation of assur~orl r'otLrn?,

7.3 All returns of allottee melltionotl In Arlilc,x~ri~c! 'A', wtr[~ll lar~ furs any l ~e r~o r l prior t o offer of possession of Unit or for any period after offer of possu8rilotl ol I Jrl11, rrlir~ll trtr ~ric:I~rs~vc! of nll [,resent and future taxes applicable thereon (including Service Tax, if ancl a8 nppllctlt~lrj] rrnrl r i r l r l l r r hhnII hi? ~ ~ t l y ~ ~ t ~ l o on seventh day of succeeding month, after deduction of TDS.

7.4 In case of any delay in paynlorlt uf orly lr~nl~r~llrr~r~nl, ol c:c1i1:;11lor~rlt,111rr or' ilrry r~ ther default committed by allottee, the allottee shall not be entitled tu n l ~ ~ ~ t ~ t i n i c l r*rrt,urlrln lorn I,~I[I po r i ~~ r l LII (Ioli~y/tlr:ft~i~lt.

ARTICLE 8: Recurr ing Chargee

8.1 Following charges shall always hi! i~l,l,rrulir!cl I,o I,llo ~ 1 1 1 1 1 ~

8.1.1 CAM Charges

8.1.2 Charges for consurr~ptior~ rlf c?lrrcl,r'lc;il,y III Ll1t3 111111, [CJVOII 11 l l ~ o r o I!-i 1 1 0 cc)nCiurnptlon of electric~ty, minimum charges as per approvncl Ir~tl l l r~llrlll illwtlyf; l,cr nl)pllr:nbln r111c.1 p;ry~rt)lo]

8.1.3 Proportionate cost of intiurklncr! ol LI~II~~~II I [J crl I , l~ r , r:e)rnl~lc!x/t~t~~l~lirl(j

8 .2 Above charges [~.e., charges merl\.io~~od i l r ' l ,~c l~~ FJ 13 :il~rlll llr! 11 I ~lc:c:or-clilrrc:n wiI.ll I;tic?r-I prevailing industry standards These charges shall be payable wil.11 ~llle!(:I, 11-orrl [rxplr,y c r l I1I~lt'l,y tlk~yti lr.(?nr lht~ tlill,~! of offer of possession of the unit by developer, as per Instructlcrns IJI 11 lr1lrl(,t!rIclilo:a &i~~c!rlr:y I!II,IIc~I' ninrit,t~ly or ut such time(s] when marntenance agency may demand payment l.her.oof. 111 c:ti!ic~ (11 Int:kf~I-tlo Ll111l:l [I r ? . , rypr? A Llriits) these charges shall be paid by allottee and in case of unlockablc Llrlita (1.0, ly11c;r I I IJrr~l,r;J Illoaa cI~or*~c!$; nh~ll l bo payable by Occupant.

8.3 Allottee shall also be liable to make follow~n{j ~~ciylr\c~rll,r; u l lht?~' I,rr cl(~vcrlr~por' or to the maintenance agency as per instructions of developer

8.3.1 Interest Free Maintenance Secur.lLy rrl, 1;11cl1 iat.t~ cla tl[~l,c?miii~t?cl by Lhe developer/ma~ntenance agency as security for maintenance and upkar!l~ of t,t~c? ecircl I:OI r~plox/huilrling, at the time of offer of possession of unit. The developer/maintenance agency sl lull ho r!~rl.iLlr!~l I,o ~cllust any outstand~ng maintenance bill[s] against the aforesaid security, in which case tho illloll,ao !;lit-111 imtr!c!ilinl,ely make good the resultant shortfall.

8.3.2 Contribution to Sinking Fund as and whf~t i tlnr~luntlocl by developer/maintenance agency.

8.3.3 Taxes/Levies applicable on the unit ills pels clurnond of concerned department

8.3.4 Proportionate Taxes/Levies applicable on the complex/building as per demand of concerned department.

8.4 Normal timings and details of the common facilities [including electric load in the unit] to be provided by developer or maintenance agency shall be declared in maintenance policy of the complex, as may be applicable from time to time. Extra facility or extra electric load shall be provided at additional cost

Signature of Allottee

8.5 Standard and extent of common services and facilities t o be provided in the complex/ building shall be decided solely by developer or maintenance agency. Developer or Maintenance agency may unilaterally decide/elect to install any additional equipment or upgrade any existing equipment used for providing common facility/service to various occupants of the complex. Costs of such additional and other equipments shall be taken from Sinking Fund.

8.6 Developer/Maintenance agency shall be free to arrange supply of electricity in the complex from such one or more sources [like through direct supply t o units from electricity department or though bulk supply connection taken from electricity department or through generator set or through any other source which the developer/maintenance may deem fit and proper] and allottee shall raise no objection in this regard. Allottee shall as per demands of developer/maintenance agency pay the proportionate cost of equipments/infrastructure installed for providing/generating electricity. Allottee shall also pay the proportionate cost of electric meter[s] and shall also pay his share of security deposit required for obtaining electric connection.

8.7 In case allottee/occupant fails t o make payment of any bill raised by developer or maintenance agency by its due date, allottee/ occupant shall be liable t o pay interest calculated @I 18% per annum on the defaulted amount for the delayed period.

ARTICLE 9: Spec ia l condi t ions appl icable t o Lockable U n i t s (i.e., Type A U n i t s ]

9.1 Allottee must take the possession of the lockable unit within ninety days from the date of offer of possession.

9.2 Though the allottee pays the consideration of the unit on 'Super Area' basis, allottee's right to use the Lockable unit shall be restricted only to the covered area of the Lockable unit. However allottee may use the common areas in the complex jointly with other occupants & visitors of the complex only for such purposes for which such common area has been developed.

9 .3 Subject to prior written approval of developer, allottee shall have the right to grant further sub-lease of the Lockable unit, which shall always be subject to terms and conditions of lease deed executed by GNIDA and sub-lease deed executed in favour of allottee.

ARTICLE 10: Spec ia l condi t ions app l icab le t o Unlockable U n i t s [i .e. , Type B U n i t s ] Only

10.1 Allottee of Unlockable Unit will not get physical possession of the unit.

10.2 All 'Unlockable Units' in the complex shall be controlled and managed by Lease Facilitation Centre, which shall act as a common agent/representative of allottees of Unlockable Spaces. Lease Facilitation Centre shall either use or allow use or further sub-lease the unlockable units on behalf of allottees of Unlockable Spaces for their common benefits and shall after deducting its total expenses and brokerage/fees paid, distribute the income generated from use/further sub-lease of unlockable units/spaces amongst the first sub-lessees of unlockable units as per its Rules.

10.3 Lease Facilitation Centre shall be established prior t o execution of sub-lease deed of the unit in favour of allottee and allottee shall cooperate with developer in all ways for establishing Lease Facilitation Centre including by way of execution of necessary documents. Failure of Allottee t o cooperate with developer in establishing Lease Facilitation Centre or fails t o execute/provide necessary documents shall be deemed t o be a material breach of the t e rms and conditions of allotment and the consequences thereof as mentioned in this Agreement shall follow. In addition t o said consequences developer will also be immediately released/discharged from its all liabilities regarding payment of returns, mentioned in article 7 above, t o allottee

10.4 Lease Facilitation Centre shall always be deemed t o have allottee's authority:- I l

a 1 t o make negotiations and t o execute appropriate documents [including sub-lease deed] in relation t o 1 use or allowing use of Unit by such person on such terms and conditions as the Lease Facilitation Centre may deem fit and proper and t o present such documents for registration in the office of

i concerned Sub-Registrar. 1

I 1

b l t o represent allottee before GNIDA or any other government department and to execute any I

document or undertaking in relation to the Unit. i

Signature of Allottee Page 6 of 16

AR'I'ICLE 11: Condit ions regard ing usage

11.1 The unit will be a part of Information Technology Park and can be used only for IT/ITES activities approved/recognized by Government of Uttar Pradesh/GNIDA.

11.2 Allottee of Unlockable Unit [i.e., Type B Unit]: -

11.2.1 shall have no right to use any part of the Complex.

11.2.2 shall not put his signage, board, banner, narne plal;o etc, on any place in the complex.

11.2.3 Shall, after the date of offer of possassic~n, buclr' tho proportionate cost of repairs and maintenance of Unit [including the furniture and eyuil~rnentf:;] from time to timc!.

11.3 Occupant/allottee of Lockable Unit [i.o., 7 j l ~u A Unil.]:

11.3.1 shall always keep the Unit absolutely r i c t ~ C and clean.

11.3.2 shall always keep the area within t;he periphery walls of the unit fully repaired and maintained [including all civil work, painting of inner wirlls and innor cloors 6 windows, repairs and replacement of equipment, furniture, fixtures and fittings, otc.]. Developer/Maintenance Agency shall not, in any manner whatsoever be responsible for upkeep or maintaining any tirea/portion/fixture/furniture/equipment or fitting/equipment etc., withirr the periphery wells of the unit

11.3.3 shall always comply with a11 laws, including all Labour &Tax related laws and shall always keep all dues of its labour, staff, employees, vt!nclors and that of Government fully paid.

11.3.4 shall in case he seeks regist;rat;inn as Software Technology Park of India [STPI] with Customs or other authorities, cornply with his all formalities including custom bonding.

11.3.5 shall always ensure that the unit i:; never attached by Government, Civil Administration or Court due to any default of allottee.

11.3.6 shall be allowed to put its name/sign board only in accordance with policies of Developer/Maintenance Agency only a t the place recognized/identified by Developer/Maintenance Agency for this purpose and at no other place.

11.4 Allottee of Lockable Unit [i.e., Type A Unit] shall not: -

11.4.1 cause noise, air or water pollution by use of loudspeakers or any other instrument/equipment.

11.4.2 throw or accumulate dust, garbage, filth, rubbish and spit in the common areas of the complex.

11.4.3 keep any of his materials in common areas.

11.4.4 allow any of its employees; staff etc. to sit/rest in the common areas.

11.4.5 install its/their Air Conditioners or Air Coolers or Generator Sets.

11.4.6 use Petrol, Kerosene, Diesel, Liquefied Petroleum Gas, Compressed Natural Gas or any other combustible substance/material/gas in the unit.

11.4.7 lay its separate utility connection lines.

11.4.8 make any alteration in the unit. However interior decorations [riot permanent in nature and without using cement, steel and bricks] may be carried out in the unit as per Fit-Out Policy of the complex, subject to prior approval of the developer

11.4.9 cause any disturbance to the other occupants of the complex.

11.5 Allottee shall have no right to make or ask for any change in the decoration, look, appearance, colour scheme etc. of the common areas or any area beyond the periphery walls of the unit or of facade of the complex. All these are the exclusive prerogative of developer/maintenance agency.

Signature of Allottee

11.6 Entry of representatives of developer or maintenance agency in the unit for the purposes of making inspection and/or ! for maintenance works shall never be restricted or objected.

I 11.7 Developer and maintenance agency shall always have the right to restrict entry of any person in the complex/building and to restrict movement of any person in the complex/building for security reasons or if they doubt the antecedents, 1 genuineness or integrity of such person.

11.8 Aforesaid terms and conditions regarding usage of the unit shall also be complied by occupant/lease facilitation centre, i

ARTICLE 12: Assignment and f u r t h e r sub-lease: I

121 Allottee may transfer/assign his claims/interests in this agreement or in the unit after obtaining 'No Objection Certificate' from developer Issuance of 'No Objection Certificate' shall be dependent on then prevailing policies of developer [including levying of Transfer fees/charges]. Transfer charges shall be declared in the Maintenance Policy of the complex, as applicable from time to time. Till the framing of Maintenance Policy, transfer charges shall be Rs. 100,'- [Rupees One Hundred Only] per square feet of Super Area. The allottee shall also be liable to pay any charges that may be payable to any authority in respect of such transfer It is made clear that no transfer fees/charges shall be levied for first transfer Any addition/deletion in the name[s] of allottee shall be considered as transfer

12.2 Developer may without any prior notice to the allottee transfer/assign any of its interests, rights, claims, entitlements in the complex [or any portion thereof, if permissible by law) to any other person, company or association. However, rights/claims/liabilities of allottee with respect to the unit shall remain unaffected by any such transfer/assignment by the developer

12.3 Violation of any of the above clauses shall be considered as material breach of terms and conditions of this allotment/agreement and consequences mentioned in article 13, below shall follow

ARTICLE 13: Consequences of M a t e r i a l B reach of Terms and Condit ions of a l l o t m e n t

131 In case prior to execution of sub-lease deed, allottee commits any material breach of any term or condition of this agreement [including regarding making any payment relating to the unit or conditions regarding usage, etc.] developer shall have following rights: -

13.1.1 To serve notice upon allottee to cure the defect within fifteen days from the date of said notice.

13.1.2 In case allottee fails to cure the defect within the notice period, developer may cancel the allotment and refund the amounts of Basic Price and Preferential Location Charges paid by allottee for the Unit after deducting the earnest money, all discounts availed by allottee and commissions/incentives paid by developer to the broker for the unit.

13.2 In case after execution of sub-lease deed in favour of allottee, allottee commits any material breach of any term or condition of this agreement or sub-lease deed [including in respect of payment of any charges in respect of the unit and/or conditions regarding usage of the unit] developer as well as maintenance agency shall have following rights:

13.23 To serve notice upon allottee to cure the defect within fifteen days from the date of the unit.

13.2.2 In case allottee fails to cure the defect within the notice period, developer and/or maintenance agency may-

13.2.23 withdraw services like supply of electricity and other common services from the unit.

13.2.2.2 block access to the unit

13.2.2.3 Stop all rents/returns of allottee from the Unit, if applicable

13.2.3 In case, in the judgment of developer or maintenance agency the conduct of allottee is such, which requires immediate action at the end of developer and/or maintenance agency, condition of serving notice upon allottee prior to taking any action under article 13.2.2 shall be deemed to have been waived off.

13.2.4 In case after action of developer or maintenance agency under article 13.2.2, allottee satisfies the developer and/or maintenance agency that allottee has cured the defect and undertakes not commit breach of any tern or condition of allotment of the unit in future, developer and/or maintenance agency may restore the services and access to the unit provided allottee pays the restoration charges and pays with interest all recurring charges applicable on the unit even for the period services and access to the unit was withdrawn/blocked.

Signature of Allottee Page 8 of 1

13.2.5 In case allottee does not apply t o developer/maintenance agency for restoration of services and access t o the unit af ter clearing all his dues as per this agreement within three months f rom date of action of developer/maintenance agency under article 13.2.2, developer shall be entitled t o cancel the sub-lease deed in favour of allottee and refund the amounts of Basic Price and Preferential Location Charges paid by allottee for the Unit after deducting the earnest money, all discounts availed by allottee and commissions/incentives paid by developer t o the broker for the unit.

13.3 Article 13.2.5, above shall not be applicable in case of unlockable unit provided allottee and Lease Facilitation Centre ejects the occupant within two months from date of action of developer/maintenance agency under article 13.2.2

13.4 Allottee undertakes t o indemnify and keep the developer and maintenance agency indemnified f rom all losses and damages, which the developer o r maintenance agency may suffer o r sustain due t o any act of omission or commission of allottee.

ARTICLE 14: Super area /covered a r e a of t h e uni t :

14.1 Consideration for allotment and all other charges including CAM charges, Taxes, etc. shall be calculated on the basis of 'super area' of the unit.

14.2 Service areas located in the complex will be part of common areas and shall be earmarked by the developer t o house services including but not limited t o Electric Sub-station, Transformer, DG set rooms, Underground water tanks, Pump rooms, AC Plant, Maintenance and Service rooms etc, and other permitted uses as per building plans. Allottee shall not be permitted t o use the service areas in any manner whatsoever and shall have no access thereto. Service areas shall bc? reserved for exclusive use by the developer or maintenance agency for rendering maintenance services.

14.3 Size of the Unit, mentioned 'in article 2.1 above is tentative and approximate, which is subject t o change and variation depending upon the building plans (including amendments thereof, if any] and final construction of the complex. However developer shall cncleavor that size of the unit mentioned in article 2.1 above and size of unit finally provided t o the allottee do not vary by more than 15%.

ARTICLE 15: Loans

15.1 Allottee may avail of loan for this allotment f rom any bank o r financial institution a t his own responsibilities, risks, costs and consequences. However allottee shall not force the developer t o comply with any formality of any bank/financial institution/company for the purposes of availing loan.

15.2 Developer shall be free t o take loan/financial assistance f rom any bank/financial institution for the purposes development of the complex and for this purposes developer may mortgage the plot or any building/structure t o the concerned bank/financial institution. However, the developer shall get charges and encumbrances, if any on the unit cleared prior t o registration of sub-lease deed in favour of allottee.

ARTICLE 16: A l lo t toe 's o thor acknowledgemonte

16.1 Allottee has apprsnisocl hiln:;~lf wikh all laws, t' i~les, r'egulot;ione, rlot;ificat;ions, circulars, zoning plan and policies of GhllDA & Govr?rnrnont, whict.1 nr'a upplic;c~hln on t,he plot uncl tho c:c.lrnplex. Allot;toe undertakes t o comply with the sarne in letter ancl spirlit,

16.2 Allottee has checlted, vo~- i l i~~sl nl~lol !.;irtisFi~irl I-1irnr311ll rsrsyarcling authorities and entitlements of developer t o construct and develop the complex or1 I;hc! plot. Allntr;ecc I l i r ~ i l-~spactt~i l thc-: r'alevant documents/papers and satisfied himself regarding developer's right;:? aritl f:~utblot'il;iat: 1;rI illlut the ! unit on the terms and conditions contained in this agreement.

16.3 This allotment is scrbject t o policiae of ttlo I";c)vetriir~.ierlt, tsrrns and conditions of permissions/licenses issued by the Government and restrictions issuecl/irrlpr)cit.!cl by the GNIDA, Department of Town and Country Planning, Department of Industries, Depnrtt;ment of' Irlfor~rnetion &Technology, Municipality, Local bodies, and other Government Authorities/Bodies. Allotteo hereby undertakes t o abide by such policies, te rms &conditions and restrictions.

16.4 Allottee has understood the plans, designs, and specifications of the complex and agrees t o the same. Developer may make such variations, additions, alterations therein as i t may in its sole discretion deem fit, proper and necessary. Such changes/alterations in plans, designs, and specifications of the complex may result in changes in dimensions o r area of the unit, t o which the allottee, hereby gives his consent.

Signature of Allottee Page 9 of 16

I

16 .5 Developer shall exclusively determine as t o what kind of materials shall be used in construction 6 1 development of the complex. Developer shall exclusively determine the specifications of the unit; nature c j F i construction, type of outer facade, design of the complex and nature of facilities 6 services t o be ! provided in the complex. Allottee shall have no say in these regards. !

16.6 Allottee will never interfere in act iv~t ies of developer or in construction/development of the complex in I

any manner, whatsoever. i 16.7 The Allottee hereby agrees that in case af ter completion of the Building/Complex, if any fur ther

construction on the said plot becomes permissible due t o increased FAR or any other reason, Developer alone shall have the r ight t o avail such FAR and make additional construction and the Allottee shall not have any r ight /claim thereln. i

ARTICLE 47: M i s c e l l a n e o u s :

17.1 In case developer abandons the project of construction of the complex or pa r t thereof due t o any reasor],; developer's liability shall be only t o refund the amount pald by allottee t o developer in respect of the unit, I

Save what has been stated in payment plan, i.e., Annexure 'A', developer shall not be liable t o pay any return, penalty, Interest or compensation t o allottee under any circumstances whatsoever.

17.2 Allottee shall f rom t ime t o t ime execute 6 sign fur ther documents and agreements including the Maintenance Policy and Fit-Out Policy of the complex, as may be required by developer in developer's standard formats. In case allottee fails t o execute any document or agreement so required by developer within 15 [f i f teen] days of demand thereof [including on the ground of non acceptance of any clause or condition] i t will be considered as material breach of te rms and conditions of this allotment/agreement and consequences mentioned in article 13, above shall follow.

17.3 Allottee having NRI/PIO status shall himself be exclusively responsible t o comply with necessary formalit ies as laid down in Foreign Exchange Management Act, Reserve Bank of lndia Act and/or any other law governing this transaction/deal including remit tance of payments in lndia and acquisition of immovable properties in India. Developer shall not be responsible in case any th i rd party makes any payment in allottee's account for the unit. Allottee shall himself has t o ensure tha t all payments for the unit are made only through authorised and approved channels/accounts. In case, i t is ever found tha t any provision of any applicable law is not complied with or violated, i t will be considered as material breach of t e rms and conditions of this allotment/agreement and consequences mentioned in article 13 above shall follow.

17.4 Allottee shall have no r ight t o change o r ask for change in the name of the complex. Developer may a t an t ime change the name of the complex. Developer shall also be entitled t o give any other name t o any particular building/building forming the par t of the complex.

17.5 Subject t o what has been stated in other clauses of this agreement, allottee shall not be entitled to seek cancellation of this al lotment/lease/agreement o r reduction of area of the unit under any circumstance whatsoever. However developer may in i ts sole discretion/prerogative accept allottee's request [if any] t cancel this al lotment/Lease/agreement but in such a situation developer shall be entitled t o forfei t the earnest money for the whole unit [in case of cancellation). Developer shall also be entitled t o deduct all discounts availed by allottee and commissions/incentives paid by developer t o the broker for allottee's allptment/agreement. Allottee shall not be entitled t o claim any interest o r appreciation f rom developer.

17.6 Allottee has got his address registered/recorded in the records of developer a t the t ime of making his application for al lotment of the unit. In case of any change in address of allottee, allottee shall inform the developer in writ ing through registered A. D. Post alongwith proof of residence of such new address. Developer shall send all i ts letters/notices and communications t o the allottee a t his address as per the said records of developer through registered/speed post or through courier. All such Letters/notices and communications so sent t o the allottee shall be deemed to have been duly received by allottee withir five days af ter dispatch. In case of joint allottees, all communication shall be sent by developer only t o t h allottee whose name appears f i rst . Such communications shall for all purposes be considered as served on all allottees and no separate communication shall be necessary t o be given t o the other joint allottee

Signature of Allottee Page 10 o

17.7 Allottee shall send all communications/letters t o the developer only through registered/speed post a t developer's office situated a t "5-0, Plaza M-6, Jasola District Centre, New Delhi - 110 0 2 5 " o r at such other address which the developer may declare in writing for this purpose.

17.8 Delay o r indulgence by developer in enforcing any t e r m o r condition of this allotment or any forbearance or giving t ime t o allottee shall no t be construed as a waiver on the pa r t of developer nor shall the same in any manner prejudice any right of developer.

17.9 If any provision or t e r m or condition of this agreement is held t o be void o r unenforceable by any competent Court/Authority, such provision/term/condition shall be deemed t o have been deleted so far as it is reasonably consistent with the purpose of this agreement and remaining provisions, te rms and conditions of this agreement shall remain valid and enforceable.

17.10 This agreement constitutes complete agreement and understandings between the parties on the subject hereof and supersedes all prior negotiations and/or agreements, either written o r oral.

17.11 Developer shall not be bound by any oral or writ ten commitments beyond the scope of te rms and conditions of this agreement even if made by any broker o r employee of developer.

17.12 This agreement has been prepared in duplicate, both copies of which have been signed by parties hereto. One original copy of this agreement shall be retained by developer and the other original copy shall be retained by allottee.

ARTICLE 18: D ispute resolut ion

18.1 Rights and obligations of parties arising f rom o r concerning this agreement shall be construed and enforced in accordance with the laws of India.

18.2 In case of any dispute between the parties hereto [including their successors] concerning this agreement o r matters arising there from, the same shall be adjudicated by way of arbitration, which shall be conducted by an arbitrator nominated by developer. Arbitration shall be held a t New Delhi.

18.3 Subject t o arbitration clause, for all legal matters between the developer and allottee Courts/Tribunals/Forums at New Delhi shall have the exclusive jurisdiction.

IN WITNESS WHEREOF the parties have signed this agreement on the date and at place f irst mentioned above.

Authorised Signatory M/s. Spire Techpark Private Lirliit,ncl DEVELOPER

WITNESSES:

1.

Signature of Allottee

A N N E X U R E A: 1 0 0 % Down Payment P lan w i t h 1 2 % P e r Annum Assured R e t u r n

to developer vide developer's receipt No.

dated

Balance (~ncludlng Serv~ce Tax] Rs /- [Rupees only] pa~d to developer v~de

developer's receipt; No.

dated

Notes:

[I ] 'Date of Booking' is [i.e., the date when complete consideration along with applicable service tax for allottee's unit is actually received by developer [in case of payment through cheque/draft, the date when amount is credited In developer's bank account]]. 1

[2] Service Tax IS payable by allottee in accordance with law. i (31 Other charges (~ f any) shall be payable as per agreement i

(51 Developer represents that allottee shall receive for a period of three years, with effect from date of offer of possession of Unit by developer; a minimum of Rs. 51,'- [Rupees Fifty One only] per month per square feet of super area of the Unit, inclusive of all taxes including Service Tax, towards rent or otherwise in lieu of providing his Unit for further sub-lease alongwith his share of common amenities and car parking through the developer. During this period of three years, CAM Charges shall be paid by occupant of the Unit. This condition, i.e. Note 5 shall be applicable only if Unit is sub-leased or used by/through the developer or developer's nominee only on the terms settled by developer/developer's nominee.

(41 W ~ t h effect from the date of booking developer w~ll pay returns @ 12% [Twelve Percent] per annum to allottee on the amount of consideration recelved by developer. Taxes (~ncluding Service Tax] on cons~deration shall not be ~ncluded for calculating thls return. This return shall be payable on monthly basis by 7th day of succeeding month after deducting TDS. This return shall be ~ncluslve of all Taxes includ~ng Service Tax, ~f applicable on such returns Thls return shall be payable till the date of offer of possession of Unit. No returns shall be pa~d on excess payments, ~f made.

[6] Developer shall put the Unit in Furnished Condition in accordance with Annexure B, at the stage when Unit is put to actual use or at the end of period of three years mentioned in Note [5], above, whichever is earlier Interior decoration, specifications and brands of furniture, fittings, equipments etc, to be provided by developer, shall be of developer's choice only and in case of any defect in said furniture, fittings, equipments etc. allottee shall make the complaint directly to the concerned service centers at their own costs and responsibility. Use of these furniture, fittings, equipments etc. by sub-lessee/occupant shall be subject to wear and tear thereof, for which developer shall have no responsibility.

4

(61 In case of joint allottees amounts mentioned in notes (4) and [5) above shall be payable t o allottees in following ratio: -

[7] Every Unit of 500 Square Feet [46.45 Square Meter] will come with power backup of 1 KVA load. Additional power backup load will be payable extra as per then prevailing rates

Signature of Allottee Page 12 of I I

ANNEXURE A: 50% Down Payment Plan w i t h 11% P e r Annum Assured Return

Super Area

Basic Price [In Rupees Per Square Feet of Super Area]

Preferential Location Charges [i.e., PLC] [In Rupees Per Square Feet of Super Area)

Consideration [i.e., Basic Price + PLC) [In Rupees]

1 Service Tax 1 Registration Amount

First Installment

Rs. 21,000/- [Rs. Twenty One Thousand Only] paid

t o developer vide developer's receipt No.

dated

50% of Consideration [including of registration amount). Amount

of this installment is Rs. . This installment has

been paid to developer vide developer's receipt No.

dated

Second Installment 25% of Consideration payable within one year f rom the date of booking.

Third Installment 25% of Consideration payable within two years f rom the date of booking.

Notes:

[ I ) 'Date of Booking' is [i.e., the date when 50% of consideration along with applicable service tax for allottee's unit is actually received by developer [in case of payment through cheque/draft, the date when amount is credited in developer's bank account]]

[2) Service Tax is payable by allottee in accordance with law.

[3] Other charges [if any] shall be payable as per agreement

With effect from the date of booking, developer wII pay returns @ 11 % [Eleven Percent] per annum to allottee on the amount of consideration received by developer: With effect from the date of realization of second and third installment developer will also pay returns @ 11 %I [Eleven Percent] per annum thereon to allottee. In no case returns on amount of second installment shall begin prior to expiry of one year from the date of booking. In no case returns on amount of third installment shall begin prior to expiry of two years from the date of booking. Taxes [including Service Tax] on consideration shall not be included for calculating this return. This return shall be payable on monthly basis by 7th day of succeeding month after deducting TDS. This return shall be inclusive of all Taxes including Service Tax, if applicable on such returns. This return shall be payable till the date of offer of possession of Unit. No returns shall be paid on excess payments, f made.

[5] Developer represents that allottee shall receive for a period of three years, with effect from date of offer of possession of Unit by developer, a minimum of Rs. 51/- [Rupees Fifty One only] per month per square feet of super area of the Unit, inclusive of all taxes including Service Tax, towards rent or otherwise in lieu of providing his Unit for further sublease alongwith his share of common amenities and car parking through the developer: During this period of three years, CAM Charges shall be paid by occupant of the Unit. This condition, i.e. Note 5 shall be applicable only if Unit is subleased or used by/through the developer or developer's nominee only on the terms settled by developer/developer's nominee.

[6) Developer shall putthe Unit in Furnished Condition in accordance with Annexure B, at the stage when Unit is put to actual use or at the end of period of three years mentjoned in Note [5), above, whichever is earlier: Interior decoration, specifications and brands of furniture, fittings, equipmenis etc. to be provided by developer: shall be of developer's choice only and in case of any defect in said furniture, fittings, equipmenis etc. allottee shall make the complaint directly t o the concerned service centers at their own costs and responsibilrty Use of these furniture, fittings, equipments etc. by sublessee/occupant shall be subject t o wear and tear thereof, for which developer shall have no responsibility.

[6] In case of joint allottees amounts mentioned in notes [4] and [5) above shall be payable to allottees in following ratio: -

[7] Every Unit of 500 Square Feet [46.45 Square Meter] will come with power backup of 1 KVA load. Additional power backup load will be payable extra as per then prevailing rates

Signature of Allottee Page 13 of 16

ANNEXURE B

Features, Specifications, Furniture and Material to be provided by developer in Unit at the stage mentioned in Annexure A

Type A : Lockable Furnished Workspaces

Staff Work- stations

Area

Directror's Cabin

Workstations fabricated out of laminated block board and ply, as per colour-scheme. Overhead storage cabinets made of laminated boards.

Specifications I

Cabins made out of powder-coated aluminium channels and clear glass. Table, side extension and storage fabricated out of laminated block board and ply, complete with drawers and shutters, all hardware.

1 Meeting Area

Discussion table fabricated out of laminated block board and ply with wood/glass top, as per colour-scheme matching with the other furniture of the office.

Reception

Receoptionist table fabricated out of laminated block board and ply, as per colour-scheme. Storage cabinets made of laminated boards.

Pantry Pantry counter with overhead and under-counter storage fabricated out of laminated block board and ply.

Washroom I Complete with all tiles, plumbing, and 1 W C + 1 Wash Basin in white glazed ceramic.

1 Director's chair

1 Visitor's chairs

Chairs 1 Staff chairs

Discussion chairs

1 Visitor's seat at Reception

1 Pantry stools

1 Blinds 1 Venetian blinds on the entrance glass

/ FCU of required capacity, with vents -

Access control system for main door. PC 1 Card Access control system for main door

I Wi-fi facilities 1 Complete wi-fi facilities in the office

Telephone lines 2 telephone lines + EPABX inter-connectivity within office. Desk phone for each worksation, director's cabin & pantry

1 Equipment 1 Multifunction lnkjet Printer with Fax

- -

Two power points per workstation

1 LAN por t per workstation

1 Flooring 1 Vitrified tiles / Tiled carpeting of size 2' X 2'

Two power points per workstation

1 LAN port per workstation

1 Ceiling 1 2' X 2' grid particle board false ceiling

1 Fire-fighting and smoke detectors I Fire-fighting and smoke detectors

Lights

Paint on walls

Signature of Allottee

Energy efficient lights in the ceiling

Paint on walls

Page 1

1 0 0 0 sq. ft. Furnished 5 2 5 sq. ft. Furnished Space 3 5 0 sq. ft. Furnished Space .... ..

2 cabins 1 cabin

10 worksations

Conference Room for Ei pooplo, with white boarrl

. . ..- ..

Meeting Room for 4 people, with white board Discussion Table for 4 people

Yes Yes N.A.

N.A.

Separate pantry area with Cordless Electric Kettle, Hot/Cold Water Dispenser, Microwave Oven and

5 0 Itr. Refrigerator

Dry pantry counter with Cordless Electric Kettle, Hot/Cold Water Dispenser and Microwave Oven

Yes

2

Type B : Furnished Unlockable and Undivided Office Spaces

Furnished Unlockable and Undivided Spaces would mean a large consolidated space for 'serviced offices' [seperate from

the 350 /525 /1000 sq. ft. lockable office spaces), which will comprise of Reception, Cabins, Workstations,

- 2

4

Discussion/Meeting/ Conference/ Board Rooms, Rest Rooms, Toilet, Pantry. Exhibition Space, etc. These will be in a

N.A.

1

finished condition [i.e. with flooring, ceiling, painting and internal wiring done] and with such quantity ancl quality of common

N.A. 1 1 I

1

Nil

furniture [chairs, tables and storage units] and common equipment [like printers, Xerox machines, coffee vending machine,

Nil

Nil 1

fax &telephone instruments, internet connection, air-conditioning, audio/vide~conferencing etc.] which developer may deem fit

and proper. This common furniture and equipment shall be meant for use of occupants of the Unlockable Spaces/Serviced

OHices of building/floor.

Signature of Allottee Page 15 of 16