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LEASE DEED

THIS LEASE DEED made at Pune this ________ day of _______________, 2007

BETWEEN:

MILLENNIA REALTORS PRIVATE LIMITED, a Group Company of the RMZ CORP GROUP, a
private limited company incorporated under the provisions of the Companies Act,
1956 and having its registered office at Level 12-14, Tower ‘B’, the “Millennia”
No.1 & 2, Murphy Road, Ulsoor, Bangalore 560 008 (hereinafter referred to as
“Lessor No.1”, which expression shall, unless it be repugnant to the context or
meaning thereof, be deemed to mean and include its successors-in-interest and
permitted assigns) of the First Part;

AND

MESSRS RAVIRAJ ABHINANDAN DEVELOPERS, a partnership firm registered under the


provisions of the Partnership Act, 1932 (hereinafter referred to as the “Firm”)
through its Partner, Mr. Ravindrakumar N. Sankla, Indian inhabitant, having their
office at Office No. 1 to 5, Millennium Star, Dhole Patil Road, Pune 411 001
(hereinafter referred to as the “Lessor No.2”, which expression shall, unless it
be repugnant to the context or meaning thereof, be deemed to mean and include the
Partner or Partner for the time being of the Firm, the survivors or survivor of
them and the heirs, executors, administrators and permitted assigns of the last
surviving Partner) of the Second Part;

AND

VERITAS SOFTWARE INDIA PRIVATE LIMITED, a company incorporated under the


provisions of the Companies Act, 1956 and having its registered office at
Symphony, S. No.210 A/1, Range Hills, Pune 411 020 (hereinafter referred to as
“Lessee”, which expression shall, unless it be repugnant to the context or meaning
thereof, be deemed to mean and include its successors-in-interest, Affiliates and
permitted assigns) of the Third Part.

Lessor No.1 and Lessor No.2 are hereinafter jointly referred to as the “Lessors”.
The Lessors and the Lessee each is hereinafter individually called a “Party” and
collectively “Parties”.

RECITALS

WHEREAS:

A. The Lessor No.1 as the Developer and the Lessor No.2 as the Owner are
jointly seized and possessed of and the Lessor No.1 is absolutely entitled to
develop all that piece or parcel of land together with the hereditaments thereon
situate, lying and being at Baner, Pune and bearing Survey No.3 Hissa No.8 (Part)
and Survey No.3, Hissa No.12 (Part) having a net extent of 1,48,985.71 square ft.
or thereabouts (after acquisition by Pune Municipal Corporation for
formation/widening of Development Plan Road abutting the property) in the
absolute, continuous and uninterrupted possession jointly of the Lessors, free
from any encumbrances, tenancy, litigation, etc., (hereinafter referred to as the
“Property”) and more particularly described in the First Schedule hereunder
written and shown delineated in Red colour boundary lines on the Plan annexed as
Annexure “1” hereto and capable of supporting construction of buildings for
software companies having a sanctioned built up area admeasuring 3,35,765 square
ft. or thereabouts.

B. Pursuant to the MOU (defined below) and the CDA (defined below), the Lessor
No.1 has constructed on a portion of the Property, a building, being Building
Block ‘A’ consisting of Double Basement, Ground plus 4 upper floors having a
Leasable Area (defined below) of 1,57,640 square ft. in accordance with such
details, specifications and manner of construction as set out in the Base Building
Specifications (defined below). The Building Block ‘A’ is shown shaded in Blue
colour on the Plan annexed as Annexure “1” hereto. The Lessor No.1 has also
commenced construction of another building, to be known as Building Block ‘B’, on
the balance portion of the Property. The Building Block ‘B’ with a Leasable Area
(defined below) of 1,78,125 square ft. is shown shaded in Green colour on the Plan
annexed as Annexure “1” hereto.

C. The Building Blocks ‘A’ & ‘B’ have been designated as a private IT Park by
the Government of Maharashtra vide its Order dated September 30, 2004 and is
entitled to all concessions and exemptions as are applicable to a private IT Park
as defined in the Circular dated September 30, 2004 issued by the Department of
Industries, Government of Maharashtra.

D. The Lessee has, pursuant to the MOU, agreed to take on lease the entire
Building Block ‘A’ comprising of Ground, First, Second, Third and Fourth floors
having a Leasable Area (defined below) of 1,57,640 square ft. or thereabouts, as
per the Floor Plans hereto annexed and marked collectively as Annexure “2”
(hereinafter referred to as the “Demised Premises”), and more particularly
described in the Second Schedule hereunder written.

E. PMC (defined below) has also sanctioned the Building Plans (defined below)
for the Building Block ‘B’ vide its Commencement Certificate dated January 5,
2005, a copy whereof is annexed hereto and marked as Annexure “3”.

F. PMC (defined below) has issued Part Completion Certificate dated September
9, 2005 in respect of the Ground, First and Second Floors of the Demised Premises
/ Building Block ‘A’, and another Part Completion Certificate dated December 15,
2005, in respect of the Third and Fourth Floors of the Demised Premises / Building
Block ‘A’, copies whereof are annexed hereto and marked as Annexure “4A” & “4B”.

G. The Lessee has requested the Lessors to grant a lease of the Demised
Premises to the Lessee, which the Lessors have agreed to do on the terms and
conditions hereinafter recorded.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and
promises contained herein and other good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, the Parties intending to be bound
legally, agree as follows:

ARTICLE 1
DEFINITIONS AND INTERPRETATION

When used in this Lease Deed, the defined terms set forth in this Article 1 shall
have, unless otherwise repugnant to the context thereof, the meanings set forth
below. The capitalised terms, which have not been defined hereunder, shall have
the same meaning ascribed to it in the Memorandum of Understanding and the
Construction and Development Agreement:

1.1 Definitions
“Affiliates” shall mean and include all such associates, affiliates, holding
companies, successors and subsidiaries in which the Lessee’s parent company,
Symantec Corporation, has a direct or beneficial shareholding of at least 51%.

“Bank Guarantees” shall have the same meaning as ascribed to this term in Article
4 hereof.

“Base Building Specifications” shall mean such details, specifications and manner
of construction of the Building Block ‘A’ as more particularly set out in Annexure
“5” hereof.

"Building Block A" shall have the same meaning as set forth in the Recitals to
this Deed.

“Building Block B” shall have the same meaning as set forth in the Recitals to
this Deed.

“Building Plans” shall mean the sanctioned plans annexed to this Deed, which may
be modified from time to time in accordance with this Deed.

“CDA” shall mean the Construction and Development Agreement dated September 15th
2004 executed by the Parties including all modifications, alterations, additions
or deletions thereto made in writing upon mutual consent of the Parties up to the
effective date of this Deed.

“Carpet Area” shall mean the area of Demised Premises measured in square ft. from
inside wall to inside wall including toilet, pantry and air handling unit area,
but excluding the staircase area, entrance hall, lift, shaft and all the vertical
penetrations.

“Commencement Date” shall mean the date of commencement of the lease viz., (i)
October 16th 2005 in respect of the Ground, First and Second Floors of the Demised
Premises, and (ii) February 22nd, 2006, in respect of the Third and Fourth Floors
of the Demised Premises.

“Deed” shall mean this Deed including all modifications, alterations, additions or
deletions thereto made in writing upon mutual consent of the Parties after the
effective date of this Deed.

“Demised Premises” shall mean the entire Building Block ‘A’, comprising of:

(a) the entire premises on the ground floor admeasuring 27,445 square ft. of
Leasable Area;

(b) the entire premises on the 1st (first) floor admeasuring 32,385 square ft.
of Leaseable area;

(c) the entire premises on the 2nd (second) floor admeasuring 32,880 square ft.
of Leasable Area;

(d) the entire premises on the 3rd (third) floor admeasuring 34,775 square ft.
of Leasable Area;

(e) the entire premises on the 4th (fourth) floor admeasuring 30,155 square ft.
of Leasable Area;

(f) terrace area on the 4th (fourth) floor (proposed to be covered by the Lessee
with a canopy at its sole discretion as permissible under the municipal laws)
admeasuring approximately 4,000 square ft. for which no rent shall be charged;

(g) open roof top terrace area to be utilised by the Lessee including but not
limited to placing satellite dish, HVAC equipment, for which no rent shall be
charged; and

(h) generator space, riser space and service areas, electrical panel rooms, BMS
room, pump room on the basement levels, for which no rent shall be charged;

aggregating to a Leasable Area of 1,57,640 square ft., along with 280 car parking
spaces (equivalent to one car parking space admeasuring 2.3 mtrs. X 4.5 mtrs.
forevery 500 square ft. of Leasable Area) and 187 two wheeler parking spaces (in
the ratio of 5.25 two wheeler parking spaces being equivalent to one car parking
space) as per the Floor Plans hereto annexed and marked collectively as Annexure
“2” and more particularly described in the Second Schedule hereunder written.

“Encumbrances” include (i) any lien (including any lien relating to taxes),
pledge, or negative pledge; (ii) any mortgage, deed of trust, security interest,
charge in the nature of a lien or security interest; (iii) any title retention
agreement or other similar option; (iv) any conditional sale agreement, easement,
right of way, variance or other real estate declaration; (v) any rental, or other
agreement for payment on deferred terms; (vi) any other similar transfer or other
restriction, servitude or other encumbrance; and (vii) any appointment of a
receiver or liquidator in respect of the Property / Demised Premises or any part
thereof, including any attachment, execution, distress or the like in respect of
the Demised Premises.

“Events of Force Majeure” shall mean any event, such as an act of God, fire,
flood, tempest, earthquake, windstorm or other natural disaster, act of any
sovereign, including but not limited to, war, invasion, act of foreign enemies,
hostilities, whether war be declared or not, civil war, rebellion, or
insurrection, civil commotion which is beyond the control of any of the Parties
and affects the performance of the terms of this Deed. Provided however that, lack
of adequate funds or resources available to the Lessors and/or the Lessee to
fulfil any of their obligations under this Deed shall not qualify as an Event of
Force Majeure.

“Laws” include all laws, rules, ordinances, and regulations from time to time in
force in India.

“Leasable Area” shall mean the amount equal to the product of 1.176, multiplied by
the Carpet Area measured in square ft. +/- 1% variation on the carpet/common area
in respect of the Building Block ‘A’.

“Lessee” shall have the same meaning as set forth in the preamble to this Deed.

“Lessor/s” shall have the same meaning as set forth in the preamble to this Deed.

“MOU” shall mean the Memorandum of Understanding dated September 15th 2004 as
amended by the Addendum dated May 19th 2005 executed by the Parties including all
modifications, alterations, additions or deletions thereto made in writing upon
mutual consent of the Parties up to the effective date of this Deed.

“Completion Certificate/s” shall mean the certificate/s issued by PMC certifying


that the Demised Premises or the Building Block ‘A’, as the case may be, is fit
for occupation and as set out in the Recital F to this Deed.

“PMC” shall mean the Pune Municipal Corporation.

“Party / Parties” shall have the same meaning as set forth in the preamble to this
Deed.

“Person” means an individual, body corporate, partnership, trust or unincorporated


association, and a natural person in his or her capacity as executor, trustee,
administrator or legal representative.

“Property” shall have the same meaning as set forth in the Recitals to this Deed.

“Relatives” shall have the same meaning as provided in the Companies Act, 1956.

“Rent” shall have the same meaning as ascribed to this term in Article 3 hereof.

“Security Deposit” shall have the same meaning as ascribed to this term in Article
4 hereof.

“Term” shall have the same meaning as ascribed to this term in Article 2.3 hereof.

1.2 Interpretation

a) Any reference in this Deed to any statute or statutory provision shall be


construed as including a reference to that statute or statutory provision as from
time to time amended, modified, extended or re-enacted, whether before or after
the date of this Deed, and to all statutory instruments orders and regulations for
the time being made pursuant to it or deriving validity from it.

b) Unless the context otherwise requires, words denoting the singular shall
include the plural and vice versa and words denoting any gender shall include all
genders.

c) Unless otherwise stated, references to clauses, sub-clauses, sub-paragraphs,


schedules, annexure and exhibits are to the clauses, sub-clauses, sub-paragraphs,
schedules, annexure and exhibits of this Deed.

d) References in this Deed to any document or agreement shall be deemed to


include references to such document or agreement as amended, varied, restated,
supplemented or replaced from time to time in accordance with the terms thereof
which are signed by both the Lessors and to include any letters executed in
connection therewith, except as otherwise provided in this Deed.

e) References to writing include printing, typing, lithography and other means


of reproducing words in a visible form.

ARTICLE 2
GRANT AND TERM

2.1 Grant
In consideration of the Rent hereby reserved, the Security Deposit and the
covenants and conditions herein contained, the Lessors hereby grant to the Lessee
and the Lessee hereby takes on lease from the Lessors, their respective shares of
in the Demised Premises, being the entire Building Block ‘A’, comprising of the
following:
(a) the entire premises on the ground floor admeasuring 27,445 square ft. of the
Leasable Area;

(b) the entire premises on the 1st (first) floor admeasuring 32,385 square ft.
of Leaseable area;

(c) the entire premises on the 2nd (second) floor admeasuring 32,880 square ft.
of Leasable Area;

(d) the entire premises on the 3rd (third) floor admeasuring 34,775 square ft.
of Leasable Area;

(e) and the entire premises on the 4th (fourth) floor admeasuring 30,155 square
ft. of Leasable Area,

(f) terrace area on the 4th (fourth) floor admeasuring approximately 4,000
square ft. (proposed to be covered by the Lessee with a canopy at its sole
discretion as permissible under the municipal laws) for which no rent shall be
charged;

(g) open roof top terrace area to be utilised by the Lessee including but not
limited to placing satellite dish, HVAC equipment, for which no rent shall be
charged; and

(h) generator space, riser space and service areas, electrical panel room, BMS
room, pump room on the basement levels, for which no rent shall be charged;

aggregating to a Leasable Area of 1,57,640 square ft. together with 280 car-
parking spaces in the basement and in the compound of the Building Block “A”
(equivalent to 1 car-parking bay admeasuring 2.3 metres x 4.5 metres for every 500
square ft. of Leasable Area leased to the Lessee hereunder) and 187 two wheeler
parking spaces (in the ratio of 5.25 two wheeler parking spaces being equivalent
to 1 Car Parking Space) as more particularly set out in the car parking plans at
Annexure “2” hereto and all fixtures and fittings attached to the Demised Premises
for the full, better and proper enjoyment of the Demised Premises yielding and
paying during the Term the Rent from the Commencement Date. It is also clarified
that the Lessee, at its own discretion, shall be entitled to use such number of
the car parking spaces for two wheeler parking.

Out of the Demised Premises, (i) Leaseable Area of 1,18,510 square ft., being part
of the Ground Floor, and the entire Second, Third and Fourth floors, together with
212 Car Parking Spaces and 142 two wheeler parking spaces belong absolutely to the
Lessor No.1, and (ii) Leaseable Area of 39,130 square ft., being part of the
Ground Floor and the entire First floor, together with 68 car parking spaces and
45 two wheeler parking spaces belong absolutely to the Lessor No.2. The Lessor
No.1 and Lessor No.2 shall each be jointly and severally liable for all
obligations of the Lessors as set forth herein except as otherwise provided in
this Deed. The areas falling to the share of the Lessor No.1 are shown marked in
Red colour on the Plans annexed hereto as Annexure “2” and the areas falling to
the share of the Lessor No.2 are shown marked in Yellow colour on the Plans
annexed hereto as Annexure “2”.

It is clarified that for the purposes of use, occupation and enjoyment of the
Demised Premises by the Lessee as provided herein, the Lessee shall be entitled to
unhindered and unobstructed access to the said Property. The Lessee shall also be
entitled to unhindered and unobstructed use of the services and amenities on the
open spaces on the Property for the better and effectual use, occupation and
possession of the Demised Premises. PROVIDED HOWEVER, in the event of Building
Block ‘B’ not being taken on lease by the Lessee, the occupant of Building Block
‘B’ would be entitled, in common, to access the said Property, for use of the
services and amenities on the open spaces on the Property for the better and
effectual use, occupation and possession of Building Block ‘B’, without in any
manner affecting the Lessee’s use, occupation and possession of Building Block
‘A’.

2.2 Possession of Demised Premises

The Lessors have on October 16th 2005 handed over the complete, vacant and
peaceful possession of the Ground, First and Second Floors of the Demised
Premises, and on February 22nd, 2006, handed over the complete, vacant and
peaceful possession of the Third and Fourth Floors of the Demised Premises,
together with the car parking spaces referred to in Article 2.1 hereof, to the
Lessee.

2.3 Term

2.3.1 The lease hereunder granted shall be deemed to have commenced from the
Commencement Date, and the Term of the Lease shall be for a period of 10 (Ten)
years commencing, (i) in respect of the Ground, First and Second Floors, from
October 16th 2005 upto October 15th 2015, and (ii) in respect of the Third and
Fourth Floors from February 22nd 2006 upto February 21st, 2016.

2.3.2 Provided however that the Lessee shall not be entitled to terminate this
Deed:

(a) in respect of the Ground, First and Second Floors, for the initial period of
5 (Five) years [i.e. 4 (four) years and 9 (nine) months + 3 (Three) months as
notice period] commencing from October 16th 2005 and ending on October 15th 2010;
and

(b) in respect of the Third and Fourth Floors for the initial period of 5 years
[i.e. 4 (four) years and 9 (Nine) months + 3 (three) months as notice period]
commencing from February 22, 2006 and ending on February 21, 2011.

Upon expiry of 4 (four) years and 9 (nine) months from the respective Commencement
Dates (hereinafter referred to as the “Lock–in Period”), the Lessee shall be
entitled to terminate this Deed at any time by giving 3 (three) months prior
written notice to the Lessors in accordance with the provisions of Article 11.2.

ARTICLE 3
RENT
3.1 Rent for the Term

During the Term, the Lessee shall pay the Lessors rent at the rate of Rs.39/- per
square ft. per month of Leasable Area of the respective shares of the Demised
Premises leased to the Lessee by the Lessor No.1 and the Lessor No.2 respectively,
hereunder on a prorated monthly basis as set forth in Section 3.1.2 below payable
in advance on or before the 7th day of each and every calendar month and subject
to deduction of the requisite amounts towards tax deductible at source under the
applicable Income Tax laws. Subject to Clauses 11.1 and 11.5, in the event of any
delay on the part of the Lessee in payment of rent, for any reason whatsoever, the
Lessee shall pay interest for such delay at the rate of 18% per annum, subject
always to the provisions of the aforesaid Clauses 11.1 and 11.5.
3.1.1 For the sake of clarity, the Parties provide that the Lessee shall not be
liable to pay any Rent or any other compensation in respect of open spaces on the
Property, terrace area on the fourth floor, the open roof of terrace, generator
space, riser space and service areas, electrical panel room, BMS room, pump room
and car parking spaces referred to in Article 2.1 hereof and that the Lessee shall
be entitled to the exclusive use thereof free of cost during the Term.

3.1.2 It is further clarified that

(i) the Rent payable by the Lessee to the Lessor No.1 in respect of the share of
the Lessor No.1 in the Demised Premises, shall be a sum of Rs.46,21,890/- (Rupees
Forty Six Lacs Twenty One Thousand Eight Hundred and Ninety only) per month
calculated at the rate of Rs.39/- per square ft. for Leaseable Area of 1,18,510
square ft.; and

(ii) the Rent payable by the Lessee to the Lessor No.2 in respect of the share of
the Lessor No.2 in the Demised Premises, shall be a sum of Rs.15,26,070/- (Rupees
Fifteen Lacs Twenty Six Thousand and Seventy only) per month calculated at the
rate of Rs.39/- per square ft. for Leaseable Area of 39,130 square ft.;

3.2 Rent Free Period

3.2.1 The Lessors agree that the Lessee’s obligation to pay Rent in respect of (i)
the Ground First and Second Floors of the Demised Premises will be deemed to
commence on and from September 1, 2006, and (ii) the Third and Fourth Floors of
the Demised Premises will be deemed to commence on and from December 22, 2006.

3.2.2 The Lessee shall also not be liable to pay any Rent in respect of (i) the
Ground, First and Second Floors of the Demised Premises for a period of 3 (Three)
months commencing from October 16, 2006 and ending on January 15, 2007, i.e. for
the 13th (thirteenth), 14th (fourteenth) and 15th (fifteenth) months of the Term
in respect of the said floors, and (ii) the Third and Fourth Floors for a period
of 3 (Three) months commencing from February 22, 2007 and ending on May 21, 2007,
i.e. for the 13th (thirteenth), 14th (fourteenth) and 15th (fifteenth) months of
the Term in respect of the said floors.

3.3 Rent Review

In the event that the Lessee elects not to terminate the Lease after the expiry of
the Lock-in Period, then in that event the Rent payable hereunder shall be
reviewed as per the options provided below. Provided however that, the Lessee
shall be entitled at its sole option to select, not later than 30 days prior to
the expiration of the Lock in Period, either of the options A or B set forth below
and its decision shall be final and binding upon the Lessors.

Option A:

The monthly rent to be escalated by 18% at the beginning of the 1st month of the
6th year of the Term with the Lessee being entitled to an ongoing right to
terminate this Deed by giving 3 months prior written notice to the Lessors.

OR

Option B:

The monthly rent to be escalated by 15% at the beginning of the 1st month of the
6th year of the Term with the Lessee being entitled to an ongoing right to
terminate this Deed, after a lock-in period of 27 months, by giving 3 months prior
written notice to the Lessors.

ARTICLE 4
SECURITY DEPOSIT AND BANK GUARANTEE

4.1 Security Deposit

4.1.1 Before execution of this Lease Deed, the Lessee has deposited with the
Lessor No.1 amounts aggregating to Rs. 4,15,97,010/- (Rupees Four Crores Fifteen
Lakhs Ninety Seven Thousand and Ten only), equivalent to 9 months Rent payable by
the Lessee to the Lessor No.1 vide (i) Pay Order No. __________ dated
___________________ drawn on ___________________________, (ii) Pay Order
No.___________ dated _______________ drawn on __________________________, (iii)
Pay Order No.____________ dated ______________ drawn on
____________________________ and (iv) Pay Order No.____________ dated
______________ drawn on ____________________________, being the entire interest
free Security Deposit payable by the Lessee to the Lessor No.1 (the payment and
receipt whereof the Lessor No.1 hereby admits and acknowledges and of and from the
same and every part thereof doth hereby forever acquits, releases and discharges
the Lessee).

4.1.2 Before execution of this Lease Deed, the Lessee has deposited with the
Lessor No.2 amounts aggregating to Rs.1,37,34,630/- (Rupees One Crore Thirty Seven
Lakhs Thirty Four Thousand Six Hundred and Thirty only) equivalent to 9 months
Rent payable by the Lessee to the Lessor No.2 vide (i) Pay Order
No.______________ dated __________________ drawn on _________________________,
(ii) Pay Order No.___________ dated ________________ drawn on
_________________________, and (iii) Pay Order No._____________ dated
__________________ drawn on __________________________, being the entire interest
free Security Deposit payable by the Lessee to the Lessor No.2 (the payment and
receipt whereof the Lessor No.2 hereby admits and acknowledges and of and from the
same and every part thereof doth hereby forever acquits, releases and discharges
the Lessee).

4.2 Bank Guarantee

4.2.1 Upon the deposit of two of the instalments of the Security Deposit by the
Lessee with the Lessor No.1, the Lessor No.1 had furnished and forwarded to the
Lessee two separate Bank Guarantees for due performance by the Lessor No.1, of
some of the terms and conditions of the MOU. Simultaneously with the execution
hereof, the Lessee has returned the Bank Guarantees duly discharged to the

Lessor No.1, (the receipt whereof the Lessor No.1 hereby admits and acknowledges
and of and from the same and every part thereof doth hereby forever acquits,
releases and discharges the Lessee).

4.3 Adjustment of the Security Deposit

4.3.1 Six months prior to expiration of this Deed, each of the Lessors shall,
every month refund to the Lessee, an amount equivalent to the monthly Rent
receivable by each of them, thereby refunding their respective amounts of Security
Deposit held by each of the Lessors, except an amount equivalent to three months
Rent. Provided however, in the event of termination of this Deed in accordance
with the provisions of Article 11.2 below, each of the Lessors shall, every month
prior to the termination of this Deed, refund to the Lessee, an amount equivalent
to two months Rent payable to each of the Lessors, thereby refunding the entire
Security Deposit held by each of the Lessors, except an amount equivalent to three
months Rent. Provided however that, the Lessors shall not be entitled to make any
deductions from the Security Deposit for other amounts due from the Lessee
hereunder, save and except in respect of the outstanding electricity dues,
telephone dues, water dues and the damages that may be caused to the Demised
Premises to be ascertained by an independent Architect to be appointed jointly by
the Lessors (as one entity) and the Lessee. It is clarified that 1/3rd of the
Security Deposit retained by each of the Lessors shall be deposited with Mr. Kirit
N. Damania, Solicitor, having his office at No. 1113, 13th Floor, Raheja Centre,
Free Press Journal Road, Nariman Point, Mumbai 400 021 (“Escrow Agent”) on or
before the expiration / termination of the Term, who shall hold the same in
escrow. The Escrow Agent shall be liable to pay such amounts of Security Deposit
after deducting there from the amounts of electricity dues, telephone dues and
water dues (upon receipt of bills in that regard) and such amount as may be
determined by an independent Architect to be appointed jointly by the Lessors (as
one entity) and the Lessee towards damages caused to the Demised Premises. The
aforesaid adjustment shall be completed and , such payment shall be made within 30
days from the expiration / termination of the Term.

4.3.2 Simultaneously with the Lessors refunding the Security Deposit to the Lessee
as provided in Clause 4.3.1 above, the Lessee shall handover keys to and
possession of the Demised Premises to the Lessors.

4.3.3 In the event, that the Lessors failing to refund the Security Deposit on the
expiration or earlier termination of this Deed, the Lessee shall be entitled to
retain possession of the Demised Premises without paying any Rent, maintenance
charges or any other charges payable in respect of the Demised Premises till such
time that the Security Deposit is refunded with interest at the rate of 18% per
annum on such delayed payments. In case the Lessee is required to retain
possession of the portion of the Demised Premises, falling to the share of any
Lessor, on account of non – refund of the Security Deposit by such Lessor, then it
shall not retain possession of the portion of the Demised Premises falling to the
share of the other Lessor, provided such other Lessor has duly refunded the
Security Deposit to the Lessee, as per this clause. It is clarified

that the non-defaulting Lessor shall not do or cause to be done any act, deed or
thing whereby the use, occupation and enjoyment of the portion of the Demised
Premises owned by the defaulting Lessor is in any manner restricted or
prejudicially affected.

4.3.4 In the event that the Lessee fails to vacate the Demised Premises upon the
expiration or earlier termination of this Deed, the Lessors shall be entitled to
forfeit the Security Deposit after six months of occupation post expiry /
termination of this Deed and additionally the Lessors shall be entitled to recover
from the Lessee liquidated damages of 1.5 days Rent for every one day of
occupation of the Demised Premises by the Lessee beyond the period of six months
from the expiry / termination of this Deed. It is clarified that in the event the
Lessee fails to vacate the portion of the Demised Premises belonging to one of the
Lessors upon the expiration or earlier termination of this Deed, such Lessor (and
not the other Lessor, whose portion has been vacated by the Lessee) shall be
entitled to forfeit its proportionate share of the Security Deposit after six
months of occupation post expiry.

ARTICLE 5
REPRESENTATIONS

5.1 Lessor No.1’s representations


Based on the following representations made by the Lessor No.1 to the Lessee, the
Lessee has agreed to execute this Deed.

5.1.1 Duly organised

The Lessor No.1 is duly organised, validly existing, and in good standing under
the laws of India.

5.1.2 Corporate Power and Authority

The Lessor No.1 has the corporate power and authority to enter into this Deed and
perform its obligations hereunder. The execution, delivery and performance of this
Deed by the Lessor No.1 and the performance of its obligations hereunder have been
duly authorised and approved by all necessary action and no other action on the
part of the Lessor No.1 is necessary to authorise the execution, delivery and
performance of this Deed. This Deed has been duly executed and delivered by the
Lessor No.1, is a valid and binding obligation of the Lessor No.1, and is
enforceable against the Lessor No.1 in accordance with its terms.

5.1.3 No violation

The execution, delivery and performance of this Deed by the Lessor No.1:

(i) will not conflict with, or result in a breach of any provision of the
Certificate of Incorporation or Memorandum of Association or Articles of
Association of the Lessee; or

(ii) will not violate or contravene any law, statute, rule, regulation, licensing
requirement, order, writ, injunction or decree of any court, governmental
instrumentality or other regulatory, governmental or public body, agency or
authority by which it is bound or by which any of its properties or assets are
bound; or

(iii) will not result, with or without the lapse of time or the giving of notice
or both, in a breach of any of the terms or provisions of or constitute a default
under any mortgage, license, permit, agreement or other instrument affecting the
Lessor No.1 or by which the Lessor No.1 may be bound; or

(iv) except to the extent that the same have been duly and properly completed or
obtained, will not require any filing with, or permit, consent or approval of or
license from, or the giving of any notice to, any court, governmental
instrumentality or other regulatory, governmental or public body, agency or
authority, joint venture party, or any other entity or person whatsoever.

5.1.4 Demised Premises

The Lessor No.1 has already constructed the Demised Premises and is entitled to
sell and/or lease all its 75.21% right, title and interest therein.

5.1.5 Water and Electricity Supply

The Lessor No.1 has applied for and obtained the necessary and requisite
permissions/approvals for the supply of water and electricity to the Demised
Premises and the same are valid and subsisting.

5.1.6 Telecom
The Lessor No.1 has applied for and obtained the necessary and requisite
permissions/approvals for providing telecom utility infrastructure including
routing and installation of telecommunication systems, such as telephone, cable,
etc. to the Demised Premises and the same are valid and subsisting.

5.1.7 Compliance

The Lessor No.1 shall comply with all applicable laws, rules and regulations in
performing its obligations hereunder.

5.1.8 No misleading statement

No representation by the Lessor No.1 in this Deed, and no document furnished or to


be furnished to the Lessee pursuant to this Deed or in connection herewith or with
the transactions contemplated hereby, contains or will contain any untrue or
misleading statement or omits or will omit any fact necessary to make the
statements contained herein or therein, in light of the circumstances under which

they are made, not misleading. There have been no events or transactions, or facts
or information which have come to, or upon reasonable diligence, should have come
to, the attention of the Lessors and which have not been disclosed herein or in a
schedule hereto, having a direct impact on the transactions contemplated
hereunder.

5.1.9 Notices for acquisition, etc.

No notices, including any notice for acquisition, requisition, adverse notice or


set back by the Central Government or the State Government or by the Municipal
Corporation of Pune or any other local, or public body or authority in respect of
the Property and/or the Demised Premises or any part thereof have been issued to,
served upon or received by the Lessor No.1 or its agent or any other person on his
behalf and that all previous notices and requisitions have been duly complied with
by it.

5.1.10 Payment of taxes, etc.

The Lessor No.1 has duly paid all the taxes, charges, duties, cesses, fines,
penalties, and other outgoings payable till date to the governmental and/or any
other authorities and municipalities in respect of the Demised Premises and that
at present there are no arrears of such rates, taxes, revenues outstanding and
that no attachments or warrants have been served on the Lessors in respect of
Sales Tax, Income Tax, Government Revenues and any other taxes or charges.

5.1.11 Sanction as a private IT Park

The Lessor No.1 confirms that the said Building Block ‘A’ is approved by the
Directorate of Industries, Government of Maharashtra as a designated private IT
Park and that all concessions and exemptions as are applicable to a private IT
Park can be availed of by the Lessee during the Term.

5.1.12 Sanction of Building Plans

PMC has duly sanctioned the Building Plans in respect of the Building Block ‘B’
having a Leasable Area admeasuring 1,78,125 square ft. or thereabouts.

5.1.13 Miscellaneous
(i) The Lessors are in exclusive use, occupation and possession of the Property,
save and except the Demised Premise, which is in the exclusive use, occupation and
possession of the Lessee;

(ii) The Property is not reserved for any public purpose and there are no
restrictions of whatsoever nature prohibiting the Lessors from developing the
Property and granting lease of the Property and/or Demised Premises to the Lessee
and/or its nominee/s;

(iii) The Lessors and/or any person on their behalf have not otherwise entered
into any agreement for sale or development or permitted any person to consume FSI
on or otherwise transferred the Property or any part thereof which is subsisting;

(iv) Neither the Lessors nor anyone on their behalf have otherwise created any
adverse rights in respect of the Property or any part thereof;

(v) There are no suits nor any proceedings nor any lis pendens or other notices
of any attachment, either before or after judgment, pending in respect of the
Property or any part thereof, whereby the rights of the Lessors to deal with the
Property are in any way affected or jeopardised;

(vi) There are no prohibitory orders or any attachment orders or otherwise any
liabilities in respect of the Property or any part thereof whereby the rights of
the Lessors to deal with the Property are in any way affected or jeopardised;

(vii) There are no Estate Duty, Wealth Tax, Sales Tax or other taxation
proceedings, whether for recovery or otherwise, initiated by any Taxation
Authorities or local Authorities, pending whereby the rights of the Lessors to
deal with the Property are in any way affected and/or jeopardised;

(viii) There are no easementary rights created under any document or by any
covenant or by prescription in respect of and/or upon the Property or any part
thereof;

(ix) There is no mortgage, lien, charge, right or any other Encumbrances or


impediments on the Property or any part thereof. The Lessor No.1 has availed of
construction finance from a reputed financial institution, for construction of the
Project, and has provided the Lessor No.1’s share in the Property and / or the
rent receivable by the Lessor No.1 from the Lessee as security for repayment of
the loan. In case the Lessee is required to pay the Rent directly to the such
financial institution upon receipt of written notice, then it shall neither stop
payment of the Rent to Lessor No.2, nor deposit the Rent payable to the Lessor
No.2 towards repayment of the loan of the Lessor No.1. The Lessor No.1 hereby
confirms and covenants that it shall not, under any circumstances default in
repayment of the principal and interest payable to the said Financial Institution
and shall further at all times, keep the Lessee indemnified and held harmless in
respect of the same. The Lessor No.1 has not done any act, matter or thing and
shall not do any act, matter or thing which is prejudicial to the rights and
interest of the Lessee in respect of the Demised Premises and the other areas in
Building Blocks ‘A’;

(x) The Property is non-agricultural land;

(xi) The Building Block ‘A’ is bounded by boundary walls and as regards the
external peripheral security for Building Block ‘A’, that is, the main gate and
the boundary walls for Building Block ‘A’ the Lessee shall be entitled to deploy
their security personnel and the Lessors shall not be responsible or liable for
the same.

(xii) The Lessors have made best endeavours, to make out clear and marketable
title to the Property, free from all encumbrances.

(xiii) The title of the Lessors and their predecessors-in-title is clear,


marketable and free from all Encumbrances. Messrs Dua Associates by their letter
dated September 3, 2004, Annexure “6” hereto, have certified that the title of the
Lessors to the Property is clear, marketable and free from Encumbrances.

5.2 Lessor No.2 representations

Based on the following representations made by the Lessor No.2 to the Lessee, the
Lessee has agreed to execute this Deed:

5.2.1 Duly organised

Lessor No.2 is duly organised and validly existing under the laws of India.

5.2.2 Power and Authority

Lessor No.2 has the power and authority to enter into this Deed and perform its
obligations hereunder. The execution, delivery and performance of this Deed by
Lessor No.2 and the performance of its obligations hereunder have been duly
authorised and approved by all necessary action and no other action on the part of
Lessor No.2 is necessary to authorise the execution, delivery and performance of
this Deed. This Deed has been duly executed and delivered by Lessor No.2, is a
valid and binding obligation of Lessor No.2 and its partners, and is enforceable
against Lessor No.2 and its partners in accordance with its terms.

5.2.3 No violation

The execution, delivery and performance of this Deed by Lessor No.2:

(i) will not violate or contravene any provision of its deed of partnership; or

(ii) will not violate or contravene any law, statute, rule, regulation, licensing
requirement, order, writ, injunction or decree of any court, governmental
instrumentality or other regulatory, governmental or public body, agency or
authority by which it is bound or by which any of its properties or assets are
bound; or

(iii) will not result, with or without the lapse of time or the giving of notice
or both, in a breach of any of the terms or provisions of or constitute a default
under any mortgage, license, permit, agreement or other instrument affecting the
Lessee or by which Lessor No.2 may be bound; or

(iv) except to the extent that the same have been duly and properly completed or
obtained, will not require any filing with, or permit, consent or approval of or
license from, or the giving of any notice to, any court, governmental
instrumentality or other regulatory, governmental or public body, agency or
authority, joint venture party, or any other entity or person whatsoever.

5.2.4 Demised Premises

The Lessor.No.2 is the Owner of 24.79% of the Demised Premises, and is entitled
to sell/lease all its right, title and interest therein.

5.2.5 No misleading statement

No representation by the Lessor No.2 in this Deed, and no document furnished or to


be furnished to the Lessee pursuant to this Deed or in connection herewith or with
the transactions contemplated hereby, contains or will contain any untrue or
misleading statement or omits or will omit any fact necessary to make the
statements contained herein or therein, in light of the circumstances under which
they are made, not misleading. There have been no events or transactions, or facts
or information which have come to, or upon reasonable diligence, should have come
to, the attention of the Lessors and which have not been disclosed herein or in a
schedule hereto, having a direct impact on the transactions contemplated
hereunder.

5.2.6 Notices for acquisition, etc.

No notices, including any notice for acquisition, requisition, adverse notice or


set back by the Central Government or the State Government or by the Municipal
Corporation of Pune or any other local, or public body or authority in respect of
the Property and/or the Demised Premises or any part thereof have been issued to,
served upon or received by the Lessors or its agent or any other person on his
behalf and that all previous notices and requisitions have been duly complied with
by it.

5.2.7 Payment of taxes, etc.

The Lessor No.2 has duly paid all the taxes, charges, duties, cesses, fines,
penalties, and other outgoings payable till date to the governmental and/or any
other authorities and municipalities in respect of the Demised Premises and that
at present there are no arrears of such rates, taxes, revenues outstanding and
that no attachments or warrants have been served on the Lessors in respect of
Sales Tax, Income Tax, Government Revenues and any other taxes or charges.

5.2.8 Compliance

The Lessor No.2 shall comply with all applicable laws, rules and regulations in
performing its obligations hereunder.

5.2.9 Water and Electricity Supply

The Lessor No.1 has applied for and obtained the necessary and requisite
permissions/approvals for the supply of water and electricity to the Demised
Premises and the same are valid and subsisting.

5.2.10 Telecom

The Lessor No.1 has applied for and obtained the necessary and requisite
permissions/approvals for providing telecom utility infrastructure including
routing and installation of telecommunication systems, such as telephone, cable,
etc. to the Demised Premises and the same are valid and subsisting.

5.2.11 Sanction as a private IT Park

The Lessor No.2 confirms that the said Building Block ‘A’ is approved by the
Directorate of Industries, Government of Maharashtra as a designated private IT
Park and that all concessions and exemptions as are applicable to a private IT
Park can be availed of by the Lessee during the Term.

5.2.12 Sanction of Building Plans

PMC has duly sanctioned the Building Plans in respect of the Building Block ‘B’
having a Leasable Area admeasuring 1,78,125 square ft. or thereabouts.

5.2.13 Miscellaneous

(i) The Lessors are in exclusive use, occupation and possession of the Property,
save and except the Demised Premise, which is in the exclusive use, occupation and
possession of the Lessee;

(ii) the Property is not reserved for any public purpose and there are no
restrictions of whatsoever nature prohibiting the Lessors from developing the
Property and granting lease of the Property and/or Demised Premises to the Lessee
and/or its nominee/s;

(iii) The Lessors and/or any person on their behalf have not otherwise entered
into any agreement for sale or development or permitted any person to consume FSI
on or otherwise transferred the Property or any part thereof which is subsisting;

(iv) Neither the Lessors nor anyone on their behalf have otherwise created any
adverse rights in respect of the Property or any part thereof;

(v) There are no suits nor any proceedings nor any lis pendens or other notices
of any attachment, either before or after judgment, pending in respect of the
Property or any part thereof, whereby the rights of the Lessors to deal with the
Property are in any way affected or jeopardised;

(vi) There are no prohibitory orders or any attachment orders or otherwise any
liabilities in respect of the Property or any part thereof whereby the rights of
the Lessors to deal with the Property are in any way affected or jeopardised;

(vii) There are no Estate Duty, Wealth Tax, Sales Tax or other taxation
proceedings, whether for recovery or otherwise, initiated by any Taxation
Authorities or local Authorities, pending whereby the rights of the Lessors to
deal with the Property are in any way affected and/or jeopardised;

(viii) There are no easementary rights created under any document or by any
covenant or by prescription in respect of and/or upon the Property or any part
thereof;

(ix) There is no mortgage, lien, charge, right or any other Encumbrances or


impediments on the Property or any part thereof; However, the Lessor No.2 has
availed of finance from a reputed financial institution, and has provided the
Lessor No.2’s share of the Property and the Demised Premises, and / or the rent
receivable by the Lessor No.2 from the Lessee as security for repayment of the
loan. In case the Lessee is required to pay the Rent directly to such financial
institution upon receipt of written notice from such financial institution, then
it shall neither stop payment of the Rent to Lessor No.1, nor deposit the Rent
payable to the Lessor No.1 towards repayment of the loan of the Lessor No.2. The
Lessor No.2 hereby confirms and covenants that it shall not, under any
circumstances default in repayment of the principal and interest payable to the
said Financial Institution and shall further at all times, keep the Lessee
indemnified and held harmless in respect of the same. The Lessor No.2 has not done
any act, matter or thing and shall not do any act, matter or thing which is
prejudicial to the rights and interest of the Lessee in respect of the Demised
Premises and the other areas in Building Block ‘A’.;

(x) The Property is non-agricultural land;

(xi) The Building Block ‘A’ is bounded by boundary walls and as regards the
external peripheral security for Building Block ‘A’, that is, the main gate and
the boundary walls for Building Block ‘A’ the Lessee shall be entitled to deploy
their security personnel and the Lessors shall not be responsible or liable for
the same.

(xii) The Lessors have made best endeavours, to make out clear and marketable
title to the Property, free from all encumbrances.

(xiii) The title of the Lessors and their predecessors-in-title is clear,


marketable and free from all Encumbrances. Messrs Dua Associates by their letter
dated September 3, 2004, Annexure “6” hereto, have certified that the title of the
Lessors to the Property is clear, marketable and free from Encumbrances.

5.2.14 Partners

Mr. Ravindra N. Sakla and Mr. Abhinandan R. Sakla are the only present Partners of
Lessor No.2.

5.3 Lessee’s representations

Based on the following representations made by the Lessee to the Lessors, the
Lessors have agreed to execute this Deed:

5.3.1 Duly Organised

The Lessee is duly organised, validly existing and in good standing under the laws
of India.

5.3.2 Corporate power and authority

The Lessee has the corporate power and authority to enter into this Deed and
perform its obligations hereunder. The execution, delivery and performance of this
Deed by the Lessee and the performance of its obligations hereunder have been duly
authorised and approved by all necessary action and no other action on part of the
Lessee is necessary to authorise the execution, delivery and performance of this
Deed. This Deed has been duly executed and delivered by the Lessee, is a valid and
binding obligation of the Lessee, and is enforceable against the Lessee in
accordance with its terms.

5.3.3 No violation

The execution, delivery and performance of this Deed:

(i) will not conflict with, or result in a breach of any provision of the
Certificate of Incorporation or Memorandum of Association or Articles of
Association of the Lessee; or

(ii) will not violate or contravene any law, statute, rule, regulation, licensing
requirement, order, writ, injunction or decree of any court, governmental
instrumentality or other regulatory, governmental or public body, agency or
authority by which it is bound; or
(iii) will not result, with or without the lapse of time or the giving of notice
or both, in a breach of any of the terms or provisions of or constitute a default
under any mortgage, license, permit, agreement or other instrument affecting the
Lessee or by which the Lessee may be bound; or

(iv) except to the extent that the same have been duly and properly completed or
obtained, will not require any filing with, or permit, consent or approval of or
license from, or the giving of any notice to, any court, governmental
instrumentality or other regulatory, governmental or public body, agency or
authority, joint venture party, or any other entity or person whatsoever.

5.3.4 No misleading statement

After reasonable investigation, no representation or warranty by the Lessee in


this Deed, and no document furnished or to be furnished to the Lessor pursuant to
this Deed or in connection herewith or with the transactions contemplated hereby,
contains or will contain any untrue or misleading statement or omits or will omit
any fact necessary to make the statements contained herein or therein, in light of
the circumstances under which they are made, not misleading. There have been no
events or transactions, or facts or information which have come to, or upon
reasonable diligence, should have come to the attention of the Lessee and which
have not been disclosed herein or in a schedule hereto, having a direct impact on
the transactions contemplated hereunder.

ARTICLE 6
COVENANTS

6.1 The Lessors’ covenants

The Lessors hereby expressly covenant with the Lessee as under:

6.1.1 Usage

The Demised Premises are available for the use and occupation for the purposes of
the Lessee’s software business under the applicable Laws, and that the Lessee
shall have the sole authority to decide the usage of the Demised Premises during
the Term.

6.1.2 Taxes

The Lessors shall pay all existing and future rates, taxes (including but not
restricted to property taxes, building taxes, corporation taxes, etc.), charges,
duties, cesses, levies, fines, penalties, assessments and other outgoings of
whatsoever nature payable to the governmental and/or any other authorities and
municipalities in respect of the Property and the Demised Premises and shall
indemnify and shall at all times keep indemnified the Lessee from and against any
and all liabilities incurred and consequences faced by the Lessee and arising out
of and from any non-payment or delayed payment by the Lessor or any attachment,
disturbance of possession, notice, order, litigation, etc. arising therefrom.

In the event of the Lessors failing to make payment of any of the rates, taxes,
charges, duties, cesses, levies, fines, penalties, assessments and other outgoings
payable by it, the Lessee may, if required to do so with a view to protect its
interest, make payment thereof. In such event, the Lessee shall have the right to
adjust the same against the Rent payable to the Lessors as provided in Article 3
hereof.
6.1.3 Omission of acts

The Lessors have not done or omitted to do any act, matter, deed or thing and
shall not do or omit to do any act, matter, deed or thing whereby the lease in
respect of the Demised Premises granted hereunder shall become void or voidable or
be affected in any manner or cancelled or revoked or determined.

6.1.4 Supply of water

The Lessor No.1 has handed over to the Lessee and/or its nominee/s all the water
pipe lines and other such water connections in respect of the Demised Premises in
full working condition, together with all the relevant licences to operate the
same, which shall ensure that the Lessee receives continuous supply of water on a
24x7x365 basis at the Demised Premises sufficient to meet the requirements of an
international standard office, including toilet and pantry facilities, at no
additional cost to the Lessee, subject however, to payment by the Lessee of the
consumption charges for the water consumed by the Lessee in the Demised Premises.
The Lessee shall be solely responsible to pay all expenses, charges, etc. towards
any enhancement or maintenance of such water pipe lines and other water
connections thereafter.

The Lessors agree and undertake to co-operate with the Lessee to sign and execute
all such papers, applications and documents as may be necessary to ensure the
regular supply of water to the Demised Premises, including any papers,
applications and documents that may be required for any enhancement or maintenance
of such water pipe lines and other power connections.

6.1.5 Electricity

The Lessor No.1 has handed over to the Lessee and/or its nominee/s all the
electrical lines and other such power connections in respect of the Demised
Premises in full working condition, together with all the relevant licences to
operate the same. The Lessee shall be solely responsible to pay all expenses,
charges, etc. towards any enhancement or maintenance of such electrical lines and
other power connections thereafter.

The Lessor No.1 has already provided a L.T. power load of 3.75 kVa/100 square ft.
of Leasable Area at no additional cost to the Lessee. Provided that the Lessor
shall provide any additional power load as may be required by the Lessee at the
sole cost and expense of the Lessee. The Lessors have also provided 100% power
back up (i.e. 3.75 kVa/100 square ft. of Leasable Area) to the Lessee for its
exclusive use at no additional cost to it. Provided however that, the Lessee shall
pay the consumption charges of such electricity as per the meters installed at the
Demised Premises and attributable to it, such payments to be made on a periodic
basis as per the tariffs of the Pune Electricity Board.

The Lessors agree and undertake to co-operate with the Lessee to sign and execute
all such papers, applications and documents as may be necessary to ensure the
regular supply of electricity and power to the Demised Premises, including any
papers, applications and documents that may be required for any enhancement or
maintenance of such electrical lines and other power connections.

6.1.6 Telecom

The Lessor No.1 has provided at its sole cost the complete requisite
infrastructure to telecom utility service providers for their routing and
installation of telecommunication systems, i.e. telephone, cable, etc. up to the
telecom room at the Demised Premises.

The Lessors have already provided two separate independent access routes to the
Demised Premises for two independent service providers as may be required by the
Lessee. Provided however that, the Lessee shall pay the telephone charges as per
the bills raised by the concerned authorities, such payments to be made on a
periodic basis.

6.1.7 Access

The Lessors shall provide access, without any restriction whatsoever, on a


24x7x365 basis to the members of the staff of the Lessee and other persons
permitted to use and occupy the Demised Premises, their visitors and contractors
for the purpose of ingress and egress to the Demised Premises.

6.1.8 Enjoyment of the Demised Premises

The Lessee and its Affiliates shall peacefully and quietly possess and enjoy the
Demised Premises and run and operate all facilities therein in the manner desired
by the Lessee, during the Term without eviction, interruption, disturbance, claim
or demand whatsoever by the Lessors or any person or persons lawfully or equitably
claiming by, from, under or in trust for them, subject to the Lessee fullfiling
its part of the obligations under this Deed.

6.1.9 Improvements

The Lessors have at their sole cost provided air-conditioning load of 1,500 TR
(1.35 TR/100 square ft. of gross square ft. leased), with high and low side air-
conditioning, false ceiling (Armstrong) and lighting fixtures and fittings for the
entire Demised Premises. The Lessors have provided such improvements in
conjunction with the representatives of the Lessee and in accordance with the
specifications provided by the Lessors as set out in Annexure “5” hereto.

The Lessee shall have the right at its sole cost to improve the Demised Premises
and to make non-structural alterations thereto subject to compliance with local
municipal and building regulations.

6.1.10 Structural changes

The Lessors agree to allow the Lessee to carry out minor structural changes to the
Demised Premises at any time after its construction is complete with the prior
approval of Lessors and the architect for the Project, which shall not be
unreasonably withheld, and subject to the approval of the municipal and other
public authorities. Provided however that, all such structural changes shall be
carried out by the Lessors at the sole cost of the Lessee. In the event of Lessors
withholding such consent/approval, Lessors shall intimate to the Lessee in writing
the reasons for withholding such consent. The Lessee agrees to furnish to the
Lessors, copies of the plans, drawings, approvals, permissions sanctioned /
approved by the concerned authorities for carrying out such structural changes.

6.1.11 Maintenance charges

The Lessee has opted to undertake the maintenance of the Demised Premises on its
own and at its own costs and expenses. However, in case, at any time in the
future, the Lessee desires to have the Demised Premises maintained by the Lessors,
the Lessors shall appoint a Property Management Company for the maintenance and
upkeep of the Property and the Demised Premises. Provided however that, in such an
event, the Lessee shall have a say in determining the maintenance budget in
respect of the Demised Premises to be finalised each year.in which event, the
Lessee shall bear and pay the maintenance charges at a rate to be determined by
the Lessors, based on the budgeted expenses (inclusive of service tax, if any) for
maintenance for the relevant year.

6.1.12 Terrace Rights

The Lessor No.1 has entirely at their own costs constructed the portion of the
Demised Premises on the fourth floor of Building Block ‘A’ in accordance with the
Base Building Specifications and provide the same for a cafeteria, gymnasium,
crèche for the Lessee’s use. The fit outs for the cafeteria, gymnasium and crèche
shall be carried out by the Lessor No.1 entirely at its own costs. The Lessee
shall have the right to use the proposed crèche as an interior recreation room. It
is clarified that in such an event the fit outs for such interior recreation room
shall be carried out entirely at the cost of the Lessor No.1.

The Lessee shall have unhindered access on a 24x7x365 basis to the terrace area on
the fourth floor (proposed to be covered by the Lessee with a canopy at its sole
discretion) adjacent to such cafeteria, gymnasium and crèche (or interior
recreation room) for its own use.

The Lessee shall be entitled absolute access to the open roof of terrace and shall
be entitled to install therein a satellite dish, HVAC Equipment, and Generator
space at the ground level or basement level, etc., or for installing utilities as
may be required by the Lessee, including telecom, power, air-conditioning,
plumbing lines, at no additional cost to the Lessee. Provided however that, the
cost of all deposits, fees and charges payable to the concerned public authorities
for installing, hoisting and dismantling such satellite dish and cables from
within the riser’s account shall be borne and paid for by the Lessee. Provided
further that, any such use, placing or installation shall be accordance with the
relevant rules and regulation in force from time to time.

6.1.13 Signage and Naming rights

The Lessee shall have the right at its sole cost to have its signage on the
Demised Premises or any part thereof. Provided however that, the Lessors shall
provide the signage on the occupant directory board at its sole cost.

The Lessors shall permit any external signage at a mutually agreeable location at
no additional rent or cost to the Lessee, if the Lessee so desires. Provided
however that, the cost and erection of such external signage shall be the sole
responsibility of the Lessee.

The Lessee shall have naming rights to the Building Block ‘A’ and the Building
Block ‘B’ during the Term. The Lessors shall ensure that no other corporation
deemed by the Lessee to be its competition as provided herein or its group
companies, associates, affiliates or successors is granted naming rights to the
Building Block ‘A’ during the Term.

6.1.14 Provision of utilities and services

The Lessors shall ensure that all utilities and services as per Annexure “5”
hereto, in respect of the Building Block ‘A’ are provided unconditionally to the
Lessee.
6.1.15 Joint responsibility

The Lessors shall be jointly and severally responsible for the performance of all
the Lessors’obligations hereunder.

6.1.16 Effect of Default of either Lesssor

In the event, one of the Lessors commits a breach or fails to comply with any of
the terms of this Deed, the performance by the other Lessor of terms of this Deed
shall not be affected by any manner whatsoever. It is clarified that such breach
or non-compliance by one of the Lessors shall not affect the Lessee’s rights in
respect of the portion of the Demised Premises falling to the share of the non-
defaulting Lessor.

6.2 Lessee’s covenants

The Lessee doth hereby expressly covenant with the Lessors as under:

6.2.1 To pay the Rent

The Lessee shall during the Term regularly pay to each of the Lessors respectively
the Rent in accordance with the terms of this Deed. Any service taxes levied by
the authorities, in respect of the renting of the Demised Premises to the Lessee
shall be borne and paid by the Lessee.

6.2.2 Usage

The Lessee shall use the Demised Premises for the purpose of carrying on its
software business under the applicable Laws. The Demised Premises are available
for the use and occupation for the purposes of the Lessee’s software business
under the applicable Laws and the Lessee shall, subject to the above, have the
sole authority to decide the usage of the Demised Premises during the Term.

6.2.3 Good order

The Lessee shall keep the Demised Premises in good order and condition (reasonable
wear and tear and loss or damage due to Events of Force Majeure excepted). The
Lessee shall use the Demised Premises as any ordinary prudent lessee of the same
would do.

6.2.4 Nuisance

The Lessee shall not carry on upon the Demised Premises any business, which is
expressly prohibited or which may cause nuisance.

6.2.5 Inflammable or combustible goods

The Lessee shall not store any inflammable or combustible goods or explosive
substances in the Demised Premises, except such amount or quantity as may be
reasonably required in connection with any business for time being carried on by
the Lessee and not to commit or cause to be committed any act or thing which may
cause damage or injury to or prejudicially affect the Demised Premises.

6.2.6 Illegal trade


The Lessee shall not carry on or permit to be carried on in any part of the
Demised Premises any illegal or unlawful manufacture, trade or business.

6.2.7 Electricity, water and telecom charges

The Lessee shall pay electricity, water and telecom charges periodically according
to the consumption and the bills raised by the appropriate authorities within the
time stipulated in the respective bills from the Commencement Date.

6.2.8 Security personnel

The Lessee shall deploy their security personnel for the external peripheral
security of Building Block ‘A’, that is, the main gate and the boundary walls for
Building Block ‘A’ and shall not hold the Lessors responsible for the same,
subject to unhindered access to the occupants of Building Block ‘B’ for the use of
the said Building Block ‘B’ and the services and amenities thereto.

6.2.9 Lessee’s improvements

The Lessee shall be entitled to improve the Demised Premises and make non-
structural alterations subject to the applicable regulations.

On the expiry or earlier determination of this Deed, the Lessee shall at its costs
and expenses, get the portion of the Demised Premises de – bonded from the customs
and excise authorities in whose favour the Lessee shall have executed a bond in
respect thereof, and return the Demised Premises to the Lessors in a broom clean
condition, normal wear and tear excepted. The Lessee shall be entitled to take
away all such equipments, units, appliances, etc. that may have been installed by
the Lessee in the Demised Premises. It is clarified that the Lessee shall not be
obliged to reinstate the Demised Premises to its original condition except where
the damage is on account of negligent acts attributable to the Lessee.

6.2.10 Fines and Penalties

The Lessee shall pay any fine or penalty as may be levied by the municipal
authorities on account of any wrongful act attributable to the Lessee.

ARTICLE 7
INSURANCE

The Lessors shall, during the Term, insure the structure of the Demised Premises
along with the fixtures and fittings provided by the Lessors, with a reputed
insurance company for any act of God, including but not limited to fire, flood,
earthquake, windstorm or other natural disaster, for an amount no less than the
cost of construction of the Building Block ‘A’ and other such refundable amounts
deposited by the Lessee with the Lessors hereunder. The premiums and all costs of
the said insurance shall be borne and paid

solely by the Lessors. Provided however that, the Lessee shall, during the Term,
insure all Lessee’s improvements and Lessee’s equipment within the Demised
Premises and bear and pay the premiums and all costs of the said insurance (such
insurance also covering acts of burglary and fire).

ARTICLE 8
SUB-LETTING AND ASSIGNMENT

8.1 Sub-letting by Lessee


8.1.1 Notwithstanding anything contained herein to the contrary, but without
derogation to the Lessee’s obligations to the Lessor, the Lessee shall have the
exclusive right, to sublet part or whole of the Demised Premises to the Affiliates
as the Lessee may deem fit and proper, with prior intimation to the Lessors.
Provided however that (i) the tenure of such sub-lease/s shall not exceed the
Term, and (ii) such Affiliates shall have a paid-up share capital of not less than
Rs.1,00,00,000/- (Rupees One Crore only).

8.1.2 Any such sub-letting as is set out in Article 8.1.1 above shall not affect
any of the terms and conditions of this Deed and the Lessee shall not be liable to
pay any additional compensation, financial or otherwise, such as non-occupancy
charges premium, etc. by reasons thereof, save and except any incremental property
taxes on account of such sub-letting. Provided however that, the Lessee shall not,
on account of such sub letting etc., be absolved of its obligations to the
Lessors, and the Lessee shall continue to be responsible for the performance by
such Affiliates of all its obligations hereunder.

8.2 Assignment by the Lessee

The Lessee shall be entitled, at its sole discretion, to assign part or whole of
the Demised Premises to Affiliates as the Lessee may deem fit and proper, with
prior written intimation to the Lessors. Provided however that, such assignment
shall be on the same terms and conditions as that of this Deed. Provided however
that, that the Lessee shall continue to be responsible for the performance by such
Affiliates of all its obligations hereunder.

ARTICLE 9
SALE OF PROPERTY

9.1 Right of First Refusal

In the event either or both the Lessors intend to sell their respective portions
of the Demised Premises along with such proportionate portion of their undivided
right, title or interest in the Property to any third party during the Term, then
in that event, the Lessee shall have the right of first refusal. In such an event,
the Lessors or such of them (as the case may be) shall intimate the Lessee about
their intention of such sale. Upon receipt of such intimation from the Lessors or
such of them as shall be desirous of selling its right, title and interest, such
Lessor/s and the Lessee shall jointly appoint an independent International

Property Consultant to determine the prevalent market value (per square ft. area
of the Demised Premises) and such consultant shall submit to the concerned parties
his report within a period of 7 days from the date of his such appointment. The
Lessee shall exercise the right of first refusal to purchase the portion of the
Demised Premises so intended to be sold along with such proportionate portion of
the concerned Lessor’s undivided right, title or interest in the Property at the
prevalent market price (per square ft. area of the Demised Premises) as determined
by such independent International Property Consultant with no additional costs for
the Property. It is clarified that the Lessee shall exercise such right of first
refusal within 3 (three) weeks of receipt of the valuation report from such
International Property Consultant. In the event of the Lessee refusing to
exercise, or not exercising, its right of first refusal within such period of
three weeks, either or both the Lessors (as the case may be) shall be entitled to
sell the portion of the Demised Premises so intented to be sold, along with such
proportionate portions of their undivided right, title or interest in the Property
to any third party. PROVIDED HOWEVER, that none of the Lessors shall sell and/or
alienate the portion/portions of the Demised Premises so intended to be sold to
any of the entities specified in / referred to in Clause 9.2.1 hereof. Provided
further that in the event of such sale of the Demised Premises along with such
proportionate portion of their undivided right, title or interest in the Property,
the Lessor No. 1 shall continue to be responsible for the construction and
completion of Building Block B on the balance portion of the Property. It is
further clarified that sale of the Demised Premises along with such portion of
their undivided right, title or interest in the Property shall not release or
absolve the Lessors of all their obligations and responsibilities under this Deed,
MOU, Option Agreement and the CDA. It is expressly clarified that notwithstanding
anything contained in this Clause, the concerned Lessor who shall have given
intimation to so sell its right, title and interest in the Demised Premises, shall
at any time before completion of the sale, be entitled to withdraw his intention
to so sell in which event the Lessee will not be entitled to require the concerned
Lessor to sell the portion so intended to be sold by the concerned Lessor.

9.2 Conditions of sale

9.2.1 The Lessors agree that such sale shall not be made to any (i) of the
following entities: (a) Comvault; (b) EMC Software; (c) Computer Associates; (d)
IBM Tivoli; (e) Mercury Interactive; (f) Quest Software; (g) Sun Microsystems; (h)
Tumbleweed; or (i) Documentation, or (j) any investor who would jeopardize the
Lessee’s interest in the lease granted hereunder. It is also clarified that the
Lessors shall not be entitled to make any change in the shareholding pattern /
management control / constitution of partnership of the Lessors, as the case may
be, whereby any of the aforesaid entities are inducted in place and stead of the
existing shareholders / directors / partners of the Lessors, as the case may be.

9.2.2 The Lessors agree that such sale shall be effected in a manner so as to
ensure that there are not more than two entities in ownership of each of the
Building Block ‘A’ and the Building Block ‘B’. However in case the share of any
Lessor is sold to their respective Relative/s of the members / directors /
partners of the Lessors, as the case may be, such Relative/s shall be treated as
one single entity for the purposes of this clause.

9.2.3 It is further clarified that in the event of such sale being effected in
favour of any third party and/or their Relative/s, the sale to such third party
and their Relative/s shall be treated as sale to one entity and such third party
and/or their Relative/s will continue to be jointly & severally liable with the
other Lessor (or such other third party and/or their Relative/s who may have
brought over from such other Lessor). PROVIDED HOWEVER that the Lessee shall not
be in any manner responsible or liable for any stamp duty implications arising
therefrom. PROVIDED FURTHER that the Lessee shall not be responsible or liable to
issue separate cheques for Rent to such third party and/or their Relative/s and
shall issue only cheque for Rent in favour of such third party, who shall be
responsible for the distribution of the same inter-se amongst themselves. PROVIDED
FURTHER that the Lessee shall be responsible to negotiate and discuss matters /
issues pertaining to the lease only with the third party and not with their
Relative/s, who shall be bound by the terms as may be agreed by such third party.

9.2.4 The Lessors shall ensure that the purchaser/s of such premises are bound by
all the terms and conditions of this Deed and shall refund the Security Deposit
amount paid by the Lessee to the Lessor No.1 hereunder in accordance with the
provisions of Article 4 hereof.

ARTICLE 10
INDEMNITY

Each Party shall indemnify and hold harmless to the fullest extent by law, the
other Party, its affiliates and their directors, partners, officers, employees,
shareholders, and agents, (collectively "Indemnities") from any and all losses,
expenses, claims, demands and all other liabilities and costs, incurred in
connection with any litigation or other form of ad-judicatory procedure, claim,
demand, investigation, or formal or informal inquiry (regardless of whether the
same is reduced to judgment), or any settlement thereof which arises directly or
indirectly from, as a result of, or in connection with the transactions
contemplated under, and in pursuance of this Deed including, but not limited to,
claims arising out of the breach of any representation made by any Party, as
contained in this Deed, or out of the non-compliance of the Laws and regardless of
whether the same resulted from any strict or vicarious liability imposed by law on
the Indemnities. The Lessors further undertake that, (i) all such indemnities, as
relate to the marketability of title to the Property shall be the responsibility
of the Lessor No.2 and all such indemnities as relate to the construction and
development of the Project shall be the responsibility of the Lessor No.1, (ii)
they indemnify the Lessee against all losses, expenses, claims, demands and all
other liabilities and costs (direct or indirect), that may arise or be incurred as
a result and/or consequence of any delays resulting from the Lessors’ failure to
comply with this undertaking.

ARTICLE 11
TERMINATION & CONSEQUENCES OF TERMINATION

11.1 Termination by the Lessors

The Lessors shall be entitled to terminate this Deed during the Term, only on
account of (i) non-payment by the Lessee of the Rent at its due date, or (ii)
breach of any of the terms or conditions hereof by the Lessee and the Lessee
having failed to rectify such breach within a period of 30 days from the date of
receipt of notice thereof from the Lessors. In the event that such non-payment of
rent or other breach occurs during the Lock–in Period, and the Lessors
consequently terminate the Lease, the Lessee shall be liable to pay to the
Lessors, the Rent for the remaining unexpired portion of the Lock–in Period.

11.2 Termination by the Lessee

The Lessee shall be entitled at its sole option to terminate this Deed, wholly or
partially, by giving a 3 (three) months prior written notice to the Lessors at any
time after the expiry of the Lock in Period. Provided however, in the event of
breach of any of the terms or conditions hereof by the Lessors and the Lessors
having failed to rectify such breach within 30 days from the receipt of notice in
that regard from the Lessee, the Lessee shall be entitled to terminate this Deed.

11.3 Termination due to breach of representation etc. by the Lessors

The Lessors agree that the representations, assurances and warranties given by
them hereunder form the basis of this Deed and, notwithstanding anything contained
in Article 5.1 hereof, the breach by the Lessors of any such representation,
assurance or warranty shall entitle the Lessee to terminate this Deed forthwith.

11.4 Termination due to Events of Force Majeure

The Parties hereby agree that if the business operations of the Lessee in the
Demised Premises are in any manner whatsoever stalled or affected to the prejudice
of the Lessee due to any Event of Force Majeure, then in that even the Lessee
shall at its sole option be entitled to terminate this Deed.
11.5 Consequences of termination

Upon termination of this Deed, the Lessee shall vacate the Demised Premises and
shall handover the vacant, quiet and peaceful possession thereof in a broom clean
condition (normal wear and tear excepted) to the Lessors as of the date of such
termination simultaneously against refund of the Security Deposit by the Lessors
to the Lessee. Provided however that, the Lessee shall be entitled to take away
all such equipments, units, appliances, etc. that may have been installed by the
Lessee in the Demised Premises. For the sake of clarity, the Parties provide that
the Lessee shall not be obliged to re-instate the Demised Premises to its original
condition except where the damage is on account of

negligent acts attributable to the Lessee. In the event of the Lessee not vacating
the Demised Premises within a period of 15 (fifteen) days from the date of
termination of this Deed, the Lessors shall have the right to re-enter their
respective portions of the Demised Premises and re-possess the same. PROVIDED
HOWEVER, THAT if the Lessee terminates the Lease during the Lock–in Period,
otherwise than as provided for in Clauses 11.2, 11.3 and 11.4 the Lessee shall pay
to the Lessors, the Rent for the remaining unexpired portion of the Lock–in
Period.

ARTICLE 12
MISCELLANEOUS

12.1 Confidentiality

12.1.1 All Parties hereby agree to use best efforts to hold the existence of
the negotiations between them for the lease of the Demised Premises (the
"Negotiations") in confidence, and shall not at any time disclose or permit the
disclosure of the existence or substance of the Negotiations to any person,
without, in each case, first obtaining the other parties prior written consent,
notwithstanding the foregoing.

12.1.2 Notwithstanding the foregoing, any Party may disclose the existence of
the Negotiations to its legal counsel, accountants, lenders, engineers,
prospective purchasers and other persons/authorities who need to be aware of the
existence of the Negotiations, and any Party may disclose the existence of the
Negotiations to the extent that such disclosure is required by law or court order,
but in the case of this Article, the other party must be provided with a written
notice thereof.

12.2 Notices

12.2.1 Any notice and other communication provided for in this Deed shall be
in writing and shall be first transmitted by facsimile transmission and then
confirmed either by postage prepaid registered post with acknowledgement due or by
courier service, in the manner as elected by the Party giving such notice.

(i) In case of notices to Lessor No.1:

Address : Level 12 – 14, Tower ‘B’, the


Millennia No.1 & 2, Murphy Road,
Ulsoor, Bangalore 560 008
For attention of : Mr. Juggy Marwaha, Vice
President – Marketing
(ii) In case of notices to Lessor No.2:

Address : Millennium Star, Office No.1 to 5,


Dhole Patil Road, Pune 411 001
For attention of : Mr. Ravindra N. Sakla – Partner

(iii) In case of notices to the Lessee:

Address : Symphony
S. No.210 A/1
Range Hills,
Pune 411 020
For attention of : Director (Accounting)

With a copy to : Symantec Corporation


Address : 20330 Stevens Creek Boulevard
Cupertino, CA 95114
U.S.A.
Attention: Real Estate Manager

With a copy to : Symantec Corporation


20330 Stevens Creek Boulevard
Cupertino, CA 95114
Attn : Legal Counsel, Real Estate
Matters

12.2.2 All notices shall be deemed to have been validly given on (i) the
business date immediately after the date of transmission with confirmed answer
back, if transmitted by facsimile transmission; or (ii) the expiry of five days
after posting, if sent by registered post; or (iii) the business date of receipt,
if sent by courier.

12.2.3 Any Party may, from time to time, change its address or representative
for receipt of notices provided for in this Deed by giving not less than fifteen
days prior written notice to the other Party.

12.3 Adjustment

The Lessee shall have the right to adjust, any amounts payable by any of the
Lessors under this Deed, against the Rent payable to such Lessor/s. Provided
however, that the Lessee shall give 7 (seven) days notice in writing thereof to
the other Party before making any such adjustment/s. Such adjustment shall be only
against the liability of the Lessor who shall be in default.

12.4 Enforcement

In the event either Party shall resort to legal action to enforce the terms and
provisions of this Deed, the prevailing Party may recover from the other Party the
costs of such action including, without limitation, reasonable attorneys’ fees.

12.5 Entire Deed

This Deed constitutes the entire agreement between the Lessors and the Lessee with
respect to the Demised Premises and supersedes prior negotiations,
representations, or agreements, whether written or oral in respect of the Demised
Premises.
12.6 Severance of terms

In the event that any of the provisions of this Deed shall be found to be void,
but would be valid if some part thereof was deleted or the scope, period or area
of application were reduced, then such provision shall apply with deletion of such
words or such reduction of scope, period or area of application, as may be
required to make such provision valid and effective; provided however that, on the
revocation, removal or diminution of the law or provisions, as the case may be, by
virtue of which such provision contained in this Deed were limited as provided
hereinabove, the original provision would stand renewed and be effective to its
original extent, as if it had not been limited by the law or provisions revoked.
Notwithstanding the limitation of this provision by any law for the time being in
force, the Parties undertake to observe and be bound at all times by the spirit of
this Deed.

12.7 Survival of obligations

Any provision or covenant of this Deed, which expressly, or by its nature, imposes
obligations beyond the expiration or termination of this Deed, shall survive such
expiration or termination. It is clarified that the right of first refusal
provided in clause 9.1 shall not survive beyond the expiration or termination of
this Deed.

12.8 Waiver

No failure or delay on part of any of the Parties to this Deed relating to the
exercise of any right, power, privilege or remedy provided under this Deed shall
operate as a waiver of such right, power, privilege or remedy or as a waiver of
any preceding or succeeding breach by the other Party to this Deed nor shall any
single or partial exercise of any right, power, privilege or remedy preclude any
other or further exercise of such or any other right, power, privilege or remedy
provided in this Deed, all of which are several and cumulative and are not
exclusive of each other or of any other rights or remedies otherwise available to
a Party at law or in equity.

12.9 Violation of terms

The Parties agree that subject to Clause 12.11 each Party shall be entitled to an
injunction, restraining order, right for recovery, suit for specific performance
or such other equitable relief as a court of competent jurisdiction may deem
necessary or appropriate to restrain the other Party from committing any violation
or enforce the performance of the covenants, obligations and

representations contained in this Deed. These injunctive remedies are cumulative


and are in addition to any other rights and remedies the Parties may have, at law
or in equity, including without limitation, a right for recovery of the amounts
due under this Deed and related costs and a right for damages. In case of a
conflict between the provisions of this clause and the provisions of Clause 12.11,
the provisions of Clause 12.11 shall prevail.

12.10 Governing Laws

This Deed shall be governed by, construed and enforced in accordance with the laws
as prevalent in India and the courts of Pune shall have exclusive jurisdiction
thereof.

12.11 Dispute resolution


If any dispute or difference arises between the Parties hereto during the
subsistence of this Deed or thereafter, in connection with the validity,
interpretation, implementation or breach of this Deed, the Parties shall endeavour
to resolve the same by referring the same to the respective Advocates for the
Parties by way of mediation. In the event that any dispute or difference cannot be
resolved through mediation, the Parties shall refer such dispute or difference for
arbitration by three arbitrators, with each Party appointing one arbitrator. The
Parties agree that for the purposes of this Article 12.11, the Lessors shall be
treated as one Party and shall be entitled to jointly appoint one arbitrator
whereas the Lessee shall entitled to appoint one arbitrator and the two
arbitrators so appointed shall appoint the third arbitrator. The Parties agree
that the decision of the arbitrators shall be final and binding upon the Parties.
The arbitration shall be conducted in English language and the place of
arbitration shall be Pune and the laws applied at such arbitration shall be the
Laws of India. The arbitration shall be governed by the provisions of the
Arbitration and Conciliation Act, 1996 or any re-enactment or modification
thereto. It is agreed that except in the event of termination of this Lease Deed,
the Parties shall continue to observe and perform their respective obligations
under the terms of this Lease Deed despite the pendency of mediation / arbitration
proceedings.

12.12 Amendments

No change or modification of this Deed shall be valid unless the same is made in
writing and signed by both the Parties.

12.13 Costs

Unless otherwise specified in this Deed, each Party shall pay its own costs and
expenses relating to the negotiation, preparation and execution of this Deed and
the transactions contemplated by this Deed. However, stamp duty and registration
charges, if any, relating to this Deed shall be borne by the Lessee.

12.14 Counterparts

This Deed is signed in three counterparts, each of which is an original and all of
which, taken together, constitute one and the same instrument. One each of such
counterparts shall remain with each of the Parties.

12.15 Indemnity

The Lessee hereby undertakes to indemnify and keep indemnified the Lessors from
any loss or damage caused to the Demised Premises, for any act attributable to the
Lessee or its agents or servants. It is agreed that the Lessors shall have the
right to deduct such loss or damage from the Security Deposit refundable to the
Lessee or to adjust the deposit towards the same.

FIRST SCHEDULE
[Description of the Property]

ALL THAT piece or parcel of land being a part of Survey No.3, Hissa No.8 and
Survey No.3, Hissa No.12, together admeasuring 13,841.11 square mtrs. equivalent
to 1,48,985.71 square ft. or thereabout situate, lying and being at Village Baner,
Taluka Haveli, District Pune and in the registration Sub-District of Sub-Registrar
of Assurances Haveli and bounded as follows:
On or towards the North by : Area under road widening and 30 Mtr. Wide RP
Road;

On or towards the South by : Remaining portion of Survey No.3, Hissa No.12;

On or towards the East by : Area under road widening (18 Mtr. Wide D.P.
Road); and

On or towards the West by : Remaining portion of Survey No.3, Hissa No.8


and Survey No.3, Hissa No.9.

SECOND SCHEDULE
[Description of the Demised Premises]

The entire Building Block ‘A’ comprising of:

(a) the entire premises on the ground floor admeasuring 27,445 square ft. of
Leasable Area;

(b) the entire premises on the 1st (first) floor, admeasuring 32,385 square ft.
of Leasable Area

(c) the entire premises on the 2nd (second) floor admeasuring 32,880 square ft.
of Leasable Area;

(d) the entire premises on the 3rd (third) floor admeasuring 34,775 square ft.
of Leasable Area;

(e) the entire premises on the 4th (fourth) floor admeasuring 30,155 square ft.
of Leasable Area;

(f) terrace area on the 4th (fourth) floor (proposed to be covered by the Lessee
with a canopy at its sole discretion) admeasuring approximately 4,000 square ft.
for which no rent shall be charged;

(g) open roof top terrace area to be utilised by the Lessee including but not
limited to placing satellite dish, HVAC equipment, for which no rent shall be
charged; and

(h) generator space, riser space and service areas, electirical rooms, BMS room,
pump room on the basement levels, for which no rent shall be charged;

aggregating to a Leasable Area of 1,57,640 square ft. or thereabouts, along with


280 car parking spaces (equivalent to one car parking space admeasuring 2.3 mtrs.
X 4.5 mtrs. for every 500 square ft. of Leasable Area) and 187 two wheeler parking
spaces (in the ratio of 5.25 two wheeler parking spaces being equivalent to one
car parking space).

IN WITNESS WHEREOF, the Parties have hereunto set and subscribed their respective
hands, the day and year first hereinabove written.

SIGNED SEALED AND DELIVERED ]


by the within named - Lessor No.1, ]
Millennia Realtors Private Limited ]
through ________________________________, ]
the Authorised Signatory, who has hereunto affixed ]
his signature, pursuant to the resolution of its ]
Board of Directors, passed in that behalf on ]
_______________ in the presence of ]

Witnesses:

1. Signature: _________________________
Name: _________________________
Address: _________________________
_________________________

2. Signature: _________________________
Name: _________________________
Address: _________________________
_________________________

SIGNED AND DELIVERED by the within named ]


Lessor No.2, Messrs Raviraj Abhinandan ]
Developers, by its partner Mr. Ravindra N. ]
Sakla in the presence of ]

Witnesses:

1. Signature: _________________________
Name: _________________________
Address: _________________________
_________________________

2. Signature: _________________________
Name: _________________________
Address: _________________________
_________________________

SIGNED SEALED AND DELIVERED ]


by the within named – the Lessee, ]
VERITAS Software India Private Limited ]
through _______________, _________, who has ]
hereunto affixed his signature, pursuant to the ]
resolution of its Board of Directors, passed in that ]
behalf on _______________ in the presence of ]

Witnesses:

1. Signature: _________________________
Name: _________________________
Address: _________________________
_________________________

2. Signature: _________________________
Name: _________________________
Address: _________________________
_________________________

RECEIVED of and from the withinnamed ]


Lessee (i) the sum of Rs. ________ vide Pay ]
Order No. _______ dated ___________ drawn on ]
______________ Bank, (ii) the sum of Rs._______ ]
vide Pay Order No. _______ dated ___________ ]
drawn on ______________ Bank, and (iii) the sum ]
of Rs. ________ vide Pay Order No. _______ ]
dated ___________ drawn on ______________ ]
Bank, being the entire Security Deposit payable ]
by the Lessee to Lessor No.1 as within mentioned. ] Rs.____________

WE SAY RECEIVED

LESSOR NO.1
Witnesses:

1.

2.

RECEIVED of and from the withinnamed ]


Lessee (i) the sum of Rs. ________ vide Pay ]
Order No. _______ dated ___________ drawn on ]
______________ Bank, (ii) the sum of Rs._______ ]
vide Pay Order No. _______ dated ___________ ]
drawn on ______________ Bank, and (iii) the sum ]
of Rs. ________ vide Pay Order No. _______ ]
dated ___________ drawn on ______________ ]
Bank, being the entire Security Deposit payable ]
by the Lessee to Lessor No.2 as within mentioned. ] Rs.

WE SAY RECEIVED

LESSOR NO.2
Witnesses:

1.
2.

ANNEXURE “1”
PLAN OF THE PROPERTY

ANNEXURE “2”
FLOOR PLANS OF THE DEMISED PREMISES

ANNEXURE “3”
COMMENCEMENT CERTIFICATE DATED JANUARY 5, 2005 FOR BUILDING BLOCK ‘A’ & ‘B’

ANNEXURE “4A”

PART COMPLETION CERTIFICATE FOR PORTION OF THE DEMISED PREMISES / BUILDING BLOCK
‘A’ DATED SEPTEMBER 9, 2005

ANNEXURE “4B”
PART COMPLETION CERTIFICATE FOR PORTION OF THE DEMISED PREMISES / BUILDING BLOCK
‘A’ DATED DECEMBER 15, 2005

ANNEXURE “5”
BASE BUILDING SPECIFICATIONS

ANNEXURE “6”
TITLE CERTIFICATE DATED SEPTEMBER 3, 2004 ISSUED BY MESSRS DUA ASSOCIATES