Draft/14.11.

2017

LEASE DEED

THIS LEASE DEED is made at New Delhi on this ___ day of November 2017
between:

1. Mrs. Mona Seth, w/o late Mr. K.P. Seth, and

2. Mr. Anil Seth, s/o late Mr. K.P. Seth,

Both residents of M-88 Greater Kailash I, New Delhi – 110048, hereinafter

collectively referred to as “the Lessors”, which expression shall unless it be
repugnant to the context or meaning thereof, be deemed to include their
respective legal heirs, representatives, nominees, attorneys, assignees and
successors-in-interests, of the one part,

AND

Leverage Ed Tech Pvt. Ltd., a Company incorporated under the Companies Act,
1956, having its registered office at 19/47 , Old Rajinder Nagar, New Delhi,
110060, through its Authorized Signatory, Mr. Akshay Chaturvedi, Co-
founder /Director, who has been authorized vide resolution dated
______________/ Board of resolution to enter into this agreement on behalf of
TAM Media Research Pvt. Ltd hereinafter referred to as "the Lessee”, which
expression shall, unless repugnant to the context thereof, include its
successors, nominees and assigns) of the other part.

WHEREAS the Lessors are the absolute, exclusive and lawful owners in
possession of the Premises, having a total super area of 1115 sq. feet, located at
Rear Portion of the Building known as PHELPS BUILDING, situated at 9A,
second floor, middle circle, Connaught Place, New Delhi – 110001, as under:

 Mrs. Mona Seth owns 691 sq. feet super area (carpet area of 600 sq.
feet); and

 Mr. Anil Seth owns 424 sq. feet super area (carpet area of 369 sq. feet).

More particularly described and delineated in the plan annexed and demarcated
in “Green” with common areas delineated in “Red” with right to use the
entrance from the middle circle road as shown on the referred plan annexed
(hereinafter referred to as the Demised Premises).

AND WHEREAS the Lessee is looking for a suitable premise to use the same as
its office and/or for commercial purposes;

AND WHEREAS the Lessors have offered to give on lease to the Lessee, their
respective portions of the Premises – which are adjacent to each other, as a
composite unit;

AND WHEREAS the Lessee has accepted the said offer of the Lessors and the
Parties are entering into this Lease Deed to reduce into writing the terms and
conditions on which the lease is given by the Lessors to the Lessee.

NOW THIS DEED WITNESSETH AS FOLLOWS:

1. PREMISES:

1.1 The Lessors hereby give on lease to the Lessee and the Lessee takes on
lease from the Lessors their respective portions of Premises, having a
total super area of 1115 sq. feet, located at Rear Portion of Building
known as PHELPS BUILDING, situated at 9A, Connaught Place, New
Delhi – 110001, as under:

 Mrs. Mona Seth owns 691 sq. feet super area (carpet area of 600
sq. feet); and

 Mr. Anil Seth owns 424 sq. feet super area (carpet area of 369 sq.
feet).

as a composite unit, more particularly shown in “GREEN” color in the

Plan annexed hereto (hereinafter referred to as “the said Premises”).

1.2 That the Lessee has satisfied itself and has accepted as to the
correctness of the super built up area of the Demised Premises stated
above which is the basis of calculation of the Monthly Rent and other
amounts under this Lease Deed. This calculation cannot be questioned
by the Lessee or the Lessors at any time hereafter.
2. FIXTURES, FITTING AND FACILITIES:

2.1 That the Lessors have provided electrical and sanitary fixtures and
fittings etc. in the said Premises.
The Demised Premises is presently in furnished condition. The Intending
Lessee can modify the interiors as per their requirements with prior
permissions from the Lessor with no structural changes. The Intending
Lessee will be modifying the complete interiors according to their
requirements, and the fit-outs presently there will be taken away; the
same can either be taken by the landlord or the Intending Lessee will try
to sell it in scrap on a best effort basis. The Intending Lessee will furnish
the premises at their own cost and take the furniture with them at the
time of vacating
2.2 That the Lessee may install such other fixtures and fittings in the said
Premises as are permissible by law and more particularly the NDMC bye
– laws during the period of its occupation of the said Premises, as long as
they do not cause any structural change / damage to the premises /
building only with the prior written approval of the Lessors and which
the Lessee shall be entitled to remove and take away at the time of
handing over the possession of the Premises. Any structural damage
caused to the premises, while affixing or removing such fittings and
fixtures shall be got repaired by and paid for by the lessee before refund
of the security deposit, if any.

2.3 The maintenance charges are to be paid to the maintenance agency.

These include security, cleanliness of stairways and water. The
Maintenance agency raises its invoices on the lessors who in turn will
raise their invoice on the lessee on actual basis. However, in case any
change in charges are ever imposed by the Maintenance Agency
appointed by the occupants / owners of the building, payment of the
same shall be borne by the Lessee.

3. COMMENCEMENT, HANDING OVER POSSESSION, DURATION,

RENEWAL OF LEASE AND REGISTRATION OF LEASE DEED:

3.1 The Lease is for a period of 03 (Three) years commencing on 01 st

December 2017 till 30th November 2020; and the first one year of this
lease period will be lock-in period, during the entire period of the Lease
the Lessor shall not terminate this lease whereas the Lessee may
terminate the lease by giving a notice of 3(Three) months any time after
 the completion of initial 9(Nine) months of the Lock-in period. However,
in case the lessee fails to pay the rent for one month to the Lessors then
Lessors shall be entitled to terminate the lease and take back possession
of the property. In such default in payment of rent during the lock-in
period the Lessors shall be entitled to claim and recover the rent for the
unexpired lock-in period.

3.2 The Lessors are handing over the Premises to the Lessee on the date of
commencement of lease.

3.3 In the event the Lessee is interested in continuing with the lease of the
said Premises, on expiry of the lease period, the Lessee shall give a
written notice of 03 months prior to the expiry of the said lease period.
In such eventuality, the Lease would be renewed at the sole discretion of
the Lessors on the same terms and conditions, subject, however, to
revision in rent as mutually agreed upon between the Lessors and the
Lessee.

3.4 In case the lessors do not wish to extend the lease, lessors shall inform
the lessee of their said intention in writing at least 3 months prior to the
expiry of the lease. In the event of the lease not being extended, renewed
by the parties, the lessors shall be entitled to enter into any agreement or
arrangement to let out the Premises to a third party after the expiry of
the lease and for which purpose the lessors shall in the last 3 months of
the lease be entitled to show the Premises to the proposed
party/ies/Lessee by giving prior intimation to the lessee.

3.5 The lease of the Demised Premises may be renewed at the sole option of the
Lessors for a maximum of one (1) term of three (3) years on the same terms and
conditions as contained in this Lease Deed, subject to an increase of 20% over the
last payable monthly rent at the beginning of the renewal term. In case the Lessee
wishes to continue the Lease, the Lessee shall give notice of at least 3 months
prior to the expiry of the lease period, requesting in writing to the Lessors for such
extension with 20% increase of rent and upon receipt of the said written request,
the Lessors may agree to extend the lease for a period mutually agreed. A fresh
Lease deed shall be drawn for this extension and the Lessee shall bear all cost of
stamp duty and registration of the extended lease .
3.6
3.7
 Subject to Lessee offering to pay the rent at the revised rates, the parties may
further extend the lease on mutually agreed terms.

3.8 Cost of non-judicial stamp paper and expenses in respect of registration

of lease shall be borne by the Lessee.

3.9 Original lease deed shall always remain with the Lessors and the Lessee
shall retain a certified copy of the lease.

4. RENT

4.1 It is hereby agreed between the parties that during the first three years of
lease, the Lessee shall pay, to the Lessors, for the said Premises, rent at
the rate of ________ per month. Applicable TDS shall be deducted from
the rent by the lessee

At the request of the Lessors the Lessee shall pay the rent to the Lessors
in the ratio of 62:38, and accordingly the rent payable for the first three
years of lease would be as under:

 Rs. _____ to Mrs. Mona Seth; and

 Rs. ______ to Mr. Anil Seth.

4.2 The rent shall be exclusive of charges for consumption of electricity and
water, which the Lessee shall pay directly to the Authorities concerned
and give the receipts to the Lessors.

4.3 That the Lessee shall deduct TDS and pay the rent to the Lessors, by way
of an account payee cheques payable at par in New Delhi / NEFT /
RTGS, on or before the 7th day of each calendar month. Any delay in
making delay payment of rent after 7th of each calendar month shall attract penal
interest @ 18% per month this is in case the Invoice is provided by the
Lessor within the last week of the month.

4.4 The Lessee shall furnish the “TDS” certificate (s) to the Lessor from time
to time and at regular intervals.

4.5 The GST / service tax will be applicable and payable in respect of use of
the said Premises by the Lessee to the Lessors in addition to the rent
only on submission of the copy of GST / Service Tax Registration
Certificate by the Lessors. The Lessors will provide to the Lessee invoice
 for the rent (GST complied) in the last week of the preceding month,
barring which the Lessee will not be able to make timely rent payment.

4.6 On termination, determination or expiry of Lease, the Lessee shall hand

over vacant peaceful possession of the Premises to the Lessors. In case
the Lessee fails, neglects, refuses or delays in handing over the
possession of vacant peaceful possession of the Premises on the expiry,
determination of the Lease, the Lessee shall be liable to pay two times on
the last paid rent towards damages for occupying the Premises till such
that the Premises are vacated.

5. ELECTRICITY, WATER AND MAINTENANCE CHARGES:

5.1 The Lessee shall regularly and punctually pay the electricity/ water/
telephone/internet and maintenance charges (if any) in respect of the
said Premises as per bills received from the appropriate
authorities/agencies providing such facilities as per readings of
dedicated individual meters.

5.2 If at the time the Lessee vacating the premises, on expiry or earlier
termination of lease, there remains any outstanding electricity/water
bills the Lessee shall clear such bills and if no such bill is received then
and in that event the Lessee shall pay to the Lessors the charges as per
meter readings as on date of the Lessee vacating the said premises.

6. PROPERTY TAX & OTHER LEVIES RELATING TO THE PREMISES:

6.1 All past present and future property tax/house taxation any other tax,
fee or charge, if applicable/levied on the Demised Premises, shall be
borne by the Lessors of the premises. Any incremental tax, levies etc. on
account of tenancy shall be borne by the intending Lessee.

7. USE OF PREMISES:

7.1 The Lessors assure the Lessee that the Premises in reference can be used
for commercial applications under the applicable/prevailing Zonal
Development Plan.
7.2 The Lessee shall use the said premises for its commercial/office purposes
only and the Lessee shall not use the said premises for any other
purpose.

7.3 The Lessee shall not sub-let, assign or otherwise part with possession or
create any interest in whole or part of the Premises to any third party.

It is agreed between the parties that the Premises may be used by the
Lessee for its own use and by its subsidiary, group or associate
companies and such use by the subsidiary, group or associate
companies of the Lessee shall not constitute subletting, assignment or
otherwise parting with possession or creating any interest in whole or
part of the premises in terms of this lease.

8. REPAIRS AND MAINTENANCE TO THE PREMISES:

8.1 The Lessee shall maintain and undertake all minor repair work relating
to the said premises at all times. In the event of any major structural
defects in the said premises, it shall be responsibility and obligation of
the Lessors to carry out such repairs. Further, no major alteration or
modification of permanent nature can be carried out by the Lessee,
without the prior permission of the Lessors in writing.

8.2 It is agreed upon between the parties that the Lessee shall have no
responsibility or liability for any damage caused to the premises, except
in cases of negligent, willful or deliberate attempt by Lessee to cause
damage to the premises, in which case the Lessors shall have a right to
claim compensation therefore.

9. INSPECTION:

The Lessors may inspect the premises in reference after giving advance
intimation in writing to the Lessee and obtaining their consent. The
Lessee shall not unreasonably withhold such consent.

10. INSTALLATION OF FIXTURES, FITTINGS, CARRYING OUT INTERIOR

WORKS, ADDITIONS AND ALTERATIONS:

10.1 The Lessee may carry out interior works or installation of any equipment
for running the office and/or for using the said premises for commercial
 purposes, which would include Air-Conditioning equipment, and for
running the said premises as commercial office with prior written
approval of the lessors. However, any such work done and material so
procured will be at the cost of the Lessee and will be its sole
responsibility. However, Lessee may erect cabins/ cubicles/ work
stations/ partition/ shelves/racks/ cabling /air-conditioning ducting
and any other work pertaining to the interiors to make the premises
suitable for office use subject to the condition that the same does not
affect the structure and do comply with the laws/ bye-laws/ rules and
regulation of the relevant statutory Government bodies.

10.2 Lessee shall have the right to display its name-board at the entrance and
outside the said premises at such place and of such dimensions as shall
be specified by the Lessors, provided however the Lessee shall be
responsible to pay such levies/charges, taxes as may be applicable for
display of such name board to any local authority, Municipal Authorities
etc.
11. INDEMNITY AND UNDERTAKING BY LESSOR:

11.1 The Lessors hereby assure the Lessee that:

 the entire demised premises can be used by the Lessee, as a single

Unit, for commercial purposes without any restriction excepting
those stated herein this agreement, hindrance from the Lessors or
from any other person claiming through her or from the any
Government of statutory body or department;

 both the Lessors shall be jointly and severally responsible to

perform their respective obligations under this Lease Deed.

11.2 The Lessors state that the Premises can be used for office purpose as per
prevalent laws today and agree and undertake to indemnify and keep the
Lessee indemnified against any action taken, loss or damages suffered or
costs incurred if the Premise is found that it cannot be used for office
purpose as of today.

11.3 The Lessors agree and undertake to indemnify the and keep the Lessee
indemnified against any action taken, loss or damages suffered or costs
incurred for reason of any unauthorized construction raised by the
 Lessors in the said property or in the demised premises or any part
thereof.

12. TRANSFER OF PROPERTY:

12.1 In the event the Lessors or either of them transfers, alienates or

otherwise howsoever disposes of or deals with the demised premises or
any part thereof or their right, title and interest therein during the term
of the present lease or further extended period, the Lessors shall intimate
the Lessee about the same in writing.

12.2 The Lessors further undertake to ensure that the future owner or
successor-in-title of the premises shall be bound to honour the terms of
the Lease Deed including further extensions at enhanced rent, as stated
herein above.

13. COVENANTS OF THE LESSORS:

The Lessors confirm and covenant that:

a) The Lessors are the absolute and exclusive owner having

unfettered rights and competent to give the Premises, as a single
unit, on lease to the Lessee.

b) The premises can be used by the Lessee for commercial office

purposes.

c) The Lessors have obtained requisite permission from DDA/

Municipal Authorities relating to use of Premises for commercial
purposes and also they have paid the applicable charges in
respect thereof to NDMC and undertakes to pay the said charges
from time to time as demanded by NDMC.

(The Demised Premises have been provided with an electricity load

of 10 KW. If the Lessee wants to increase the electricity load, then
the Lessors will give a no objection certification for the same and
shall provide full assistance to obtain increased electricity load
from the concerned authorities, but do not assure of obtaining the
same. All costs including security deposit, additional wiring
 required to handle such increased electric power load shall be at
the cost of the Lessee. The Lessors agree to make, give and sign all
such applications, authorizations etc. as may be necessary in that
behalf. The deposit(s), if any, will be made by the Lessee with the
concerned electricity board/ undertaking for the higher electricity
load. Increased load will be restored to original load at the time of
vacating the Demised Premises.)

d) The Lessors paid the electricity charges for the premises in

reference for the period prior to the commencement of this lease
and the liability of the Lessee would be only to the extent of paying
the charges for the duration of its occupation of the premises. The
demised premises have been provided with adequate water supply
to the Lessee for normal business/ office operations. The Lessee
shall maintain and take adequate steps to keep the same in
working order. Bursting, leakage or corroding of water pipes or
sewage system etc. shall be attended to promptly by the Lessors at
their own cost.
e) In case of any objection to such use by any statutory or
government or local authorities, the Lessee shall forthwith stop
making payment of rent and reserves the right to terminate the
lease and vacate the premises, if the Lessors fail to remove
objections provided that such statutory objections are not due to
willful neglect of bye laws/laws by the Lessee. Lessee is not
required to pay any rent for such period of the initial or extended
period of lease in case the Lessee is unable to use the demised
premises for the purposes herein stated and the lease shall stand
automatically extended by such period.

f) In case the Lessee is not permitted to use the premises for

commercial office applications or any action is taken against the
Lessee by the Municipal Authorities or any other statutory /
government bodies, the Lessee shall have the right to terminate
the Lease and vacate the premises, without being bound by the
lock-in period agreed upon, and in such an eventuality, Lessors
shall refund the amount lying with the Lessors, if any.
 g) Lessee is not required to pay any rent for such period of the initial
or extended period of lease in case the Lessee is unable to use the
demised premises for the purposes herein stated and the lease
shall stand automatically extended by such period. In case of any
objection to such use by any statutory or government or local
authorities, the Lessors shall deal with the concern authority(s)
and get the matter resolved within 30 days. Incase such objections
are not resolved/solved within 30 days thereafter Lessee may stop
making payment of rent and reserves the right to terminate the
lease and vacate the premises, if the Lessors fail to remove
objections provided that such statutory objections are no due to
willful neglect of bye laws/laws by the Lessee.

h) Lessee can enjoy quiet and peaceful possession of the demised

premises during the initial /renewed period of lease without
disturbance in any manner whatsoever from the Lessors.

i) The Lessors shall indemnify and keep the Lessee indemnified free
from and harmless against all losses, expenditure, damages, costs
and claims incurred or suffered by or made against the Lessee by
reasons of any lacunae in the Lessors’ title to the demised
premises and / or its use by the Lessee during the duration of the
lease and/or by virtue of any suit, proceeding or claim filed by any
person, financial institution or bank, or any agency or association
of person against the Lessee.

j) On expiry/ termination of Lease in terms of the lease, both the

Lessors shall come forward to take back possession of the
premises. In the event both the Lessors fail to jointly come
forward to take possession of the said Premises, the Lessee can
hand over the possession of the entire Premises to the Lessor
present at the scheduled time of handing over the Premises.

14. LESSEE’S COVENANTS:

The Lessee hereby covenants as under:

a) It shall not carry out any noxious, offence or unlawful activity in

the said premises or any part thereof, nor shall do anything
 therein which may be, or may become any annoyance or offensive
to the neighborhood and other occupants.

b) It shall not store in the said premises any goods of hazardous or

combustible nature and/or which are so heavy as to affect the
construction or the structure of the said premises or do or suffer
anything to be done in or around the said premises which tend to
cause damage to the said premises.

c) It will maintain the premises, fixtures etc. in good condition and

after expiry or termination of the Lease Deed will hand over the
possession to the Lessors in good tenable condition (as far as
possible in its original condition) except normal wear and tear.

15. LOCK-IN PERIOD AND TERMINATION:

15.1 It is agreed that the Lessors shall not terminate the lease at any point of
time, provided, however, the Lessee observes the terms and conditions of
the lease.

15.2 The Lessee undertakes to not terminate the lease during the initial period
of 01 year whereas the Lessee may terminate the Lease by giving a notice
of 03 (Three) months any time after the expiry of initial 9(Nine) months of
the Lock-in period. If, however, the Lessee is unable to use the premises
for the specified use, in view of any restrictions or action taken by the
Government Agencies, or the Lessee is unable to use the demised
premises or any part thereof because of any action initiated by the
Government/Statutory bodies or due to any Court Orders on account of
any unauthorized construction or if the Authorities seal the premises or
any part thereof, then the Lessee may terminate the lease forthwith and
the lock-in period of 01 year would not be applicable in such
circumstances.

15.3 During the renewed periods of lease, the Lessee may terminate the Lease
at any time by giving 3 months’ notice in writing to the Lessors or paying
the requisite monthly rent for the notice period of three months. In case
the Lessee gives notice for a lesser period, then the Lessee shall also pay
the rental amount on account of the period by which the notice period
falls short of the agreed three months period.
16. NOTICES:

Any Notice to the Lessors shall be served by registered A.D. post or

delivered by hand against acknowledgement at their address below. Any
notice to the Lessee shall be served by registered post A.D. or delivered
by hand against acknowledgement to the Lessee at the premises /its
corporate office address mentioned below.

Address for Lessors

1. Mrs. Mona Seth,
2. Mr. Anil Seth,
M-88 Greater Kailash I, New Delhi – 110048

Address for Lessee

___________________

17. GENERAL:

17.1 That in the event of breach of any covenants by either party to this lease
other than force majeure, the party not in breach shall give a written
notice calling upon the party to the breach to rectify the breach within 15
days and if the same is not rectified by the party in breach within the
stipulated 15 days, the party not in the breach shall be entitled to
determine the lease without prejudice to any other claim, actions or
remedies against the other party in respect of the previous breach, non
performance or non observance of any of the covenants of the lease deed.

17.2 Both parties to this Lease Deed shall perform any further acts, which
may be reasonably necessary to carry out the provisions of this Lease
Deed.

17.3 Any amendments to the Lease Deed shall be only in writing and duly
signed by both the parties in form of a Supplemental Agreement.

17.4 This agreement shall be governed by and interpreted in accordance with

the laws of India and courts in Delhi shall have exclusive jurisdiction.
IN WITNESS WHEREOF the parties hereto have executed these presents on the
day, month and year first hereinabove written.

Signed, sealed and delivered by

the within named Lessors

[MONA SETH] [ANIL SETH]

LESSORS

Signed, sealed and delivered by

the within named Lessee

LEVERAGE ED.TEC PVT. LIMITED,

through its Authorized Signatory,
Mr. _____________
LESSEE

WITNESSES: