COMMERCIAL LEASE DEED

(including Sub-Lessee Terms)

This Commercial Lease Deed or this “Agreement” is hereby entered into this
17th day of February, 2020 executed in Dehradun, Uttarakhand, India.

by and between

Shri. Anuj Goyal S/o. Shri. Brajendra Kumar Goyal R/o- H.No. 450,
Phauladpura, Deoband, Saharanpur, U.P.-247554 which expression shall,
unless it be repugnant to the subject or context thereof, include their legal
heirs, successors, nominees, authorised representatives and permitted
assignees and hereinafter will be called as ACTUAL OWNER;

AND

M/s. Chai Sutta Bar Private Limited (also referred as “CHAI SUTTA BAR”)
(CIN: U55204MP2018PTC044906), is having its Registered Office situated at
405-407, Silver Arch Plaza, 21/1, New Palasiya, Indore (M.P.) - 452001
acting through its authorised representative appointed via board resolution
annexed herewith which expression shall, unless it be repugnant to the
subject or context thereof, include its acting directors, authorised
representatives, nominees and permitted assignees and hereinafter will be
called as SUB-LESSOR;

AND

M/s B And B Sons (PAN: A/F), an unregistered partnership firm having its
place of business at 164-292, Kishanpur, Rajpur Road, Dehradun acting
through its authorised partners 1- Sh. Sumit Bagga S/o Sh. Surjeet Singh
Bagga R/o- D-125, Race Course, Dehradun and 2- Sh. Sudeep Badoni S/o
Sh. Laxmi Prasad Badoni R/o- 189, Nathanpur Road, Jogiwala, Dehradun
which expression shall, unless it be repugnant to the subject or context
thereof, include its partners their legal heirs, successors, nominees,
authorised representatives and permitted assignees and hereinafter will be
called as SUB-LESSEE;
1- Aadhar No. 3902 6353 0058, 2- Aadhar No. 5260 1031 9964

(ALL THE ABOVE SHALL BE TOGETHER BE NOTED AS PARTIES)

WHEREAS the Sub-Lessor is a Company is in the business of giving

franchise for its café outlet named as ‘Chai Sutta Bar’.

AND WHEREAS the Sub-Lessor is willing to take the premises from Actual
Owner on lease and propose to sub-lease the property to Sub-Lessee for
running his outlet named as ‘Chai Sutta Bar’ based out of the franchise
agreement which is signed or will be signed between the Sub-Lessor and
Sub-Lessee as when and required on the decided terms as laid down in the
said franchise agreement;

AND WHEREAS as per resolution passed by the board of directors of the

Sub-Lessor Company in their board meeting dated 01/09/2018 which
resolved that Mr. Anand Nayak and/or Mr. Anubhav Dubey and/or Mr.
Rahul Gothi jointly or severally can sign any agreement on behalf of the
company and represent the company in order to give a legitimate execution.

AND WHEREAS the Sub-Lessee is having aforesaid partners.

AND WHEREAS the proposed leased premises is situated at 164-292,

Kishanpur, Rajpur Road, Dehradun.

AND WHEREAS whatever the terms and conditions will be applicable to the
Sub-Lessor will automatically applicable on the Sub-Lessee in this
agreement unless explicitly explained by both the Sub-Lessor and the Sub-
Lessee with the confirmation of actual owner of the property whether orally
or in written.

IN CONSIDERATION OF the Sub-Lessor subletting and the Sub-Lessee

renting the sub-leased Premises (hereinafter defined), both Parties agree to
keep, perform and fulfill the promises, conditions and agreements below:

 LEASED PREMISES:

The Sub-Lessor leases to the lessee, the Premises (hereinafter referred as

“the Leased Premises” and the “Sub-leased Premises”) that is approx.
605 sq.ft. ground floor + 605 sq.ft on first floor total area 1210 sq.ft. The
premises is situated on main Rajpur road with a parking space in front
of the premises which is having capacity to occupy 3 to 4 cars and two
wheelers. On the left of is another shop which is or will be allotted to
another person. There is open space on first floor which will be used by
the Sub-Lessee for business/commercial purpose.

 PAYABLE RENT:

That the lease period shall be commenced from 01-03-2020 (subjected to

the maintenance will be done by then).

Subject to the provisions of this Agreement, the adjusted monthly rent

(the “Payable Rent”) to be paid by Sub-Lessee to Actual Owner pursuant
to the terms herein for the sub-leased premises is Rs. 45,000/- per
month (first month advance) which will be payable by the Sub-Lessee in
advance through any medium other than cash on or before first week of
every month of the English Calendar to the Actual owner. The deed can
be extended after the expiry and a new deed will be registered at the
option of the Sub-Lessor and in case any further extension is required by
 the Sub-Lessor the same will be at the option of the Sub-Lessor and in
case the Sub-Lessor do not approve further extension the Sub-Lessee
will have to vacate the premises. The decision of the extension will be on
mutual understanding of the Sub-Lessor and Sub-Lessee.

The agreement is for tenure of 60 months. The Lock-in-period for 12

months and if the Owner, Sub-Lessor and the Sub-Lessee terminate the
agreement within period of 12 months, the remaining period of rent will
be borne by the Sub-Lessor and if the Sub-Lessor and/or the Sub-Lessee
wanted to leave the premises can do so by giving 60 days’ notice to the
Actual Owner.

There will be rent increment of 5% in the month of the March every year.

 SECURITY DEPOSIT:

The Sub-Lessee has to deposit a security amounting to Rs.90,000/-

(Rupees Ninety Thousand Only) through online bank transfer dt. 14-02-
2020 to the Actual owner which will be refunded without the interest by
the Sub-Lessee and against vacating the premises and clearing all the
outstanding rent or electricity charges and any damages caused on
premises by the Sub-Lessee will also be adjusted against deposit.

 UNDERSTANDINGS BETWEEN THE PARTIES:

 That, the Sub-Lessor and the Sub-Lessee will run the café after taking
due permission and license from the administrative offices and other
departments and will not do or operate any business which is
prohibited and unofficial and which is not in knowledge of the Actual
Owner and which is in objection of the administration department.

 That, the Sub-Lessee shall pay the electricity bill as per the original
bill received from Uttarakand Power Corporation Ltd (UPCL).

 That, the Actual owner has provided the Sub-Lessee with a water
supply connection for their food outlet/restaurant activity for which
the Sub-Lessee shall not take any type of water charges from the Sub-
Lessee.

 That, the Sub-Lessor or the Sub-Lessee shall not make any additions
or alterations permanent or temporarily in the given premises. In
addition to this if the Govt. in near future demolishes any part of the
property as per road widening the Sub-Lessee will pay the rent as per
the remaining area on prorata basis and the cost of the demolition
and repairing will be borne by the actual owner.
 That, the Sub-Lessor or the Sub-Lessee shall permit the Actual owner
or his/her authorized agent to enter into the said premises for
inspection/general checking or to carry out the repair work at any
responsible time.

 That, the Sub-Lessor or the Sub-Lessee shall not change the

constitution of the company/business and shall not change the
purpose for which the property is given on Lease without the written
consent of the Actual owner.

 That, neither the premises nor any of the rights conferred by it shall
be transferred or assigned by the Sub-Lessor or the Sub-Lessee in
part or whole to any other person/firm/company or anyone else.

 That, the Actual owner and the Sub-Lessor shall not be responsible
for the safety of the goods or any other materials or articles belonging
to the Sub-Lessee or to any other person connected with the Lease or
visiting the Sub-Lessee. Nor shall the Licensor be liable for any loss,
damage, or injury to the property lying at any time in the licensed
premises by the reason of theft, fire, pilferage etc.

 That, the Sub-Lessee shall be responsible for control and discipline of

its employees, agents, servants and workers etc. and in case of any
loss or damage is caused to the Actual owner or to the property or to
any person directly or indirectly because of any Act, negligence,
commission, default etc to its employees, then in such event the Sub-
Lessee shall indemnify the Actual owner in respect of the same.

 That, the Actual owner and the Sub-Lessor or the other

owners/tenants or occupiers of the others units in the said premises
responsible or liable for any loss or damage suffered by the Sub-
Lessee or its agents, servants and contractors.

 That, the Sub-Lessor and the Sub-Lessee will not perform any activity
which will cause hindrance to the surrounding neighbors and the
Actual owners.

 That, the Actual owner has given the premises for the purpose of
opening a cafe/fast food outlet/restaurant only.

 That, the Sub-Lessee shall indemnify and keep indemnified the Actual
owner and the Sub-Lessor against any claim, demand, suit,
prosecution, proceedings, costs, charges, penalties, impositions,
levies or expenses to which the Actual owner may become subject by
reason of any neglect, omission, failure, refusal or default on the part
of the Sub-Lessee.
 That, notwithstanding any other terms and conditions of this Lease
deed, it is hereby specifically agreed that if the rent is in arrears for
more than three months, the Actual owner shall have the right to
withdraw any or all the amenities and close/lock the entrance of the
premises unless and until the Sub-Lessee pays all the errors. The
Sub-Lessee shall not claim any compensation for any loss/damage
suffered by them by the withdrawals of such amenities.

 That, the Sub-Lessee shall not store any inflammable material or

explosive in the said premises or do not omit to do any act which
causes nuisance or annoyance or violates any applicable rules and
law of civil/concern/local/society authority, including laws framed for
protection against fire.

 That, the Sub-Lessee shall fully comply with the laws, bye-laws
enactment, status, rules and Regulations relating to GST, excise and
income tax and other departments those directly concerned with the
business of the Sub-Lessee and pay all such levies or charge that may
be demanded by anybody or authority in relation to or on account of
the franchise business carried out by the Sub-Lessee in the premises
and the Actual owner shall not be liable for the same in any manner.
If under any circumstances, the Actual owner were put to any loss or
harassment, the Actual owner would have the right to terminate the
deed immediately and recover any such loss occurred from the
security deposit.

 That, the Sub-Lessee has no right to use any open or built up area of
the premises other than the portion that has been leased.

 That, the Sub-Lessee should get insurance of goods lying in the said
portion of the premises at their own cost.

 That, the Licensee should provide the firefighting equipments etc. in

the said premises at their own cost.

 That, the Sub-Lessee will not do any kind of work or use any kind of
chemicals, which are not allowed by the Uttarakhand Environment
Protection & Pollution Control Board (UEPPCB) and will also not,
violate any Bye-Laws of any authority. If they do so, the Sub-Lessee
will be entirely and solely responsible for the same.

 That, the Sub-Lessor and the Sub-Lessee shall have no right to apply
and get Electric Connection, Water Connection etc in their name in
the said premises belonging to the Actual owner.

 That, the Sub-Lessor and the Sub-Lessee will not mortgage or pledge
the said premises and take money from any institution or person. The
 Sub-Lessor and the Sub-Lessee will use the premises for only Chai
Sutta Bar café.

 That, the Actual owner will have the responsibility of providing the
information of the Sub-Lessor and the Sub-Lessee to the police
station for verification formalities, if applicable.

 That, the actual owner shall pay the property tax to the Municipal
Corporation or any other statutory or Government authority.

 That, the actual owner hereby shall indemnify and keep indemnified
the Sub-Licensee saved defended and harmless from and against all
and any costs, expenses, charges, outgoings damages and risks at all
times arising out of any suit, eviction, action, claim or demand
whatsoever in relation to the titles of the premises and all covenants,
representations and warranties made by the actual owner.

 That, the actual owner has obtained all permission and necessary
approvals for the licensed premises for its commercial use.

 UNDERSTANDINGS BETWEEN SUB-LESSOR AND SUB-LESSEE:

 That, the Sub-Lessee understands that Sub-Lessor has sign the

original lease deed with the actual owner and there is responsibility of
the Sub-Lessee to follow the terms and conditions laid down in the
original lease deed and this agreement.

 That, the Sub-Lessor being the franchisor of the cafe have all the
rights to terminate the franchise agreement and along with the
franchise agreement, this agreement will also terminate with
immediate effect as and when required.

 That, all the accountability related to any activity made by the Sub-
Lessee which are unlawful or which are not defined in this agreement,
Sub-Lessee will solely be responsible for such activities.

 That, whatever the modification or changes proposed to be made by

the Sub-Lessee in the property shall not be made without the
permission of the Sub-Lessor.

 That, the Sub-Lessee will only operate and run the outlet as
partnership, if they involves any other person or enter into any type of
partnership for running the cafe/fast food outlet/restaurant only, the
franchisee outlet will automatically transfer to the Sub-Lessor.
  That, the Sub-Lessor shall not directly deal with the Actual owner in
whatsoever manner without involving or permission of the Sub-Lessee
whether orally or in written.

 That, if the Sub-Lessee terminates the franchise agreement and this

agreement within period of 12 months from beginning of the outlet,
whatever the amount will be deducted or adjusted by the Actual
owner will exclusive be borne by the Sub-Lessee.

 That, the Sub-Lessee shall use and occupy the premises solely for
running café in the trade name ‘Chai Sutta Bar’.

 That, the Sub-Lessee will use the premises with due care and caution
and to keep and maintain the same in good order and condition
similar to the quality when first occupied. The Sub-Licensee shall
bear the repair and maintenance expenses.

 That, the Sub-Lessee shall observe and perform all the rules and
regulations and bye-laws for the time being in force as per the law of
Government of Uttarakhand or any other statutory body.

 That, the Sub-Lessee shall not permit anything on the premises which
is prohibited by any law.

 That, Sub-Lessee shall provide access to any authorised

representative of the Sub-Lessor during normal business hours and
business days to inspect the premises from time to time.

 That, the actual owner is the absolute and lawful owner of the
premises and has good and valid power, right and authority to grant
the license hereby created in favour of the Sub-Licensee and that the
premises.

 TERMINATION:

The lock-in-period for this agreement will be 12 months. In case the Sub-
Lessor/Sub-Lessee terminate this agreement before the expiry of lock-in-
period, the Sub-Lessee would be liable to pay liquidated damages
equivalent to rent fees of the balance period of the lock-in-period.

 DISPUTE AND ARBITRATION CLAUSE:

In the event of any dispute arising between the Parties having any
difference of opinion on the meaning and construction under this
agreement or any claim or controversy arising out of this Agreement, the
parties agree to attempt to settle through consultation and negotiation in
the spirit of mutual friendship and co-operation within 30 days from the
 date of such difference/dispute arising. If the attempt to resolve the
difference or dispute within the period stipulated herein above fails, the
same shall be referred to the Arbitrators and whose decision shall be final
and binding on the parties hereto and the Arbitration and Conciliator Act,
1996 will prevail for the mutual settlement. The jurisdiction of the said
Arbitration and Court of Law will be at Dehradun, Uttarakhand, India.

IN WITNESS WHEREOF the parties have put their respective hands the day
and year first hereinabove written.