SERVICE AGREEMENT

BETWEEN

AWFIS SPACE SOLUTIONS PRIVATE LIMITED (“AWFIS”)

AND

GHV ADVANCED CARE PRIVATE LIMITED (“COMPANY”)

 SERVICE AGREEMENT

THIS SERVICE AGREEMENT (this “Agreement”) is made at Gurugram on this _ day of May,
2022 (“Effective Date”)

Between

(i) Awfis Space Solutions Private Limited, a company incorporated under the laws of
India having its registered office at C-28-29, Kissan Bhawan, Qutab Institutional
Area, New Delhi – 110016 represented through its authorized signatory, Mr. SP
Singh, Senior General Manager – Sales (hereinafter referred to as the “AWFIS”,
which term, unless repugnant to the context shall include its successors in interest
and permitted assigns) of the FIRST PART; and

(ii) GHV Advanced Care Private Limited, a company incorporated under the laws of
India and having its registered office at 3rd Floor, Capital Cyberscape, Ullahwas,
Sector-59, Gurgaon, Haryana - 122102 represented through its authorized signatory
Mr. Ankush Sharma, Head – Infra (hereinafter referred to as “User/Company”,
which term, unless repugnant to the context shall include its successors in interest
and permitted assigns) of the SECOND PART.

AWFIS and the Company are hereinafter collectively referred to as “Parties” and
individually as “Party”.

WHEREAS:
A. Awfis is in the business of providing workspace solutions by way of shared work
space, co-working workspace, office solutions, personal workstations, meeting
rooms, conference halls etc. in the form of ready to move in and/or use office spaces,
desks, cubicles with provisions of basic office equipment, furniture, infrastructure,
essential services, security etc. under various formats, on a daily, weekly and
monthly basis which may be used by single or multiple user subject to the other
terms and conditions.

B. AWFIS by virtue of grant of Lease Deed Agreement (Master Agreement) duly

executed vide registration number IN-DL33257031626972T dated 16th October
2021 executed between RajanDheer (India) Pvt. Ltd. & OTHERS and AWFIS
SPACE SOLUTIONS PRIVATE LIMITED, registered at the office of Registrar
Gurugram, has the sole and absolute right to give out the property on license to the
User/Company for permitted use as per business model of Awfis situated at 10th &
11th Floor, Paras Trinity, Golf Course Extension Road, Sector 63, Gurugram, Haryana
122011 (Building”).

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C. AWFIS has created and developed office space for permitted use in accordance with
its business model in the building at the 10 th & 11th Floor, Paras Trinity, Golf Course
Extension Road, Sector 63, Gurugram, Haryana 122011 admeasuring 22,536 Sq. ft.
built up area (hereinafter referred to as the “Office Space”) more particularly
described in the First Schedule to this Agreement and also as demarcated on the
plan annexed herewith and marked as Annexure 1 & 2 for rendering or caused to
be rendered, various services which are necessary for running and maintaining
offices in the Building.

D. The Company is engaged in ____________________________.

E. The Company has approached AWFIS and has requested AWFIS to provide the
Office Space for the purpose of operating and running the business of the Company.
For the avoidance of doubt, it is clarified that the Office Space shall be provided by
AWFIS to Company in the manner detailed in Second Schedule of this Agreement.

F. AWFIS has agreed to provide usage of the Office Space to the Company, and the
Company has agreed to accept the same for the purposes of carrying on the business
of the Company for the Term (as defined below) of this Agreement on the terms and
conditions contained herein.

NOW THEREFORE IN CONSIDERATION OF THE PREMISES AND MUTUAL PROMISES,

COVENANTS SET FORTH HEREINAFTER THE PARTIES HERETO AGREE AS FOLLOWS:

The recital hereinabove contained shall constitute an integral part of this Agreement.

i) The singular shall include the plural and vice versa and the masculine shall include
the feminine and vice versa.

ii) A reference in this Agreement to any legislation shall be read as though the words
“or any statutory modification or re-enactment thereof or any statutory provisions
substituted therefore” were added to such reference.

iii) The headings in this Agreement are included for convenience only. References to
Clauses, Sub-Clauses and Schedules are reference to Clauses, Sub-Clauses and
Schedules in this Agreement.

ARTICLE 1
CHARGES, TERM AND EXTENSION

1.1 In consideration of the Service Charge (as defined below) payable by Company to
Awfis for the Office Space, AWFIS hereby grants the Company the usage of the Office
Space and common area usage and maintenance services subject to Company’s
abiding by the terms and conditions of this Agreement AWFIS hereby grants usage

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 of the Office Space and the Company hereby accepts the Office Space for use of its
business purpose (details, including the plan of the Office Space is set out in detail in
Annexure 1 hereto).

1.2 The Agreement shall be valid for a term of 03 months commencing from 25 th
May’2022 to 24th August 2022, (hereinafter referred to as “Term”). The Parties
further reserve the right to renew this Agreement for such additional periods as
may be mutually agreed between the Parties from time to time.

1.3 Notwithstanding anything contained in this Agreement, the Parties shall not have
the right to terminate the Agreement for any reason whatsoever for a period of 02
months (“Lock-in Period”) commencing from 25th May’2022 to 24th July’2022. In
the event the Company terminates this Agreement before the expiry of the Lock in
Period then the Company shall be liable to pay the Monthly Service Charge for the
remaining unexpired months of the Lock in Period to AWFIS.

1.4 However, it is hereby clarified and agreed that subject to the Company complying
with the Terms and conditions and not in breach of this Agreement, AWFIS shall not
have any right to terminate this Agreement for the entire Term, save and except for
as provided under terms and conditions of this Agreement.

1.5 The Company shall have right to enjoy the Office Space, with right to use, along with
other occupants of the Building complex within, which the Office Space is situated
along with the common areas in the said Building complex. The Company
understands and accepts that there are other occupants in the said building
complex and that the common areas are for the benefit and use of all such
occupants. All common areas and their usage are on a non-exclusive basis and
the company has no exclusive right to the same. The Company further
undertakes that it shall not in any manner obstruct or otherwise interfere with
the use, enjoyment and benefit of the common areas by such other
occupants/visitors to the said building complex. The Company shall ensure that
at no time during the subsistence of this Agreement, the company shall hinder or
impede ingress or egress to the said building complex. The Company shall limit
its usage of the Office space to the Office Space alone and shall not encroach upon
any of the common areas or other portions of the said building complex.

ARTICLE 2
EFFECTIVE DATE OF THE AGREEMENT

2.1 This Agreement shall come into effect on the date of signing i.e. the Effective Date,
however the term of the agreement shall commence from 25 th May’2022.

2.2 On execution of this Agreement, AWFIS shall permit the Company to use the Office
Space in accordance with the terms and conditions of this Agreement.

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2.3 Subject to the Company complying with the terms and conditions of this Agreement,
the company shall have the right to exclusive peaceful usage of the Office Space and
AWFIS shall not be entitled to terminate this Agreement except for reasons
expressly stated in this Agreement.

ARTICLE 3
MONTHLY SERVICE CHARGE, SECURITY DEPOSIT AND TAXES

3.1 It is hereby agreed that the Company shall pay to AWFIS for use of Office Space,
monthly charges (hereinafter referred to as “Monthly Service Charge”) of
INR 4,14,000/-, (Four Lakh Fourteen Thousand Only) per month plus taxes as
applicable. It is further agreed between the Parties that there shall be an escalation
of 10% on the last paid Monthly Service Charge after 03 (three) month and each
subsequent year thereafter.

3.2 Awfis shall issue an advance monthly invoice to the Company, on or before the 27th
day of previous month and the total invoice amount shall be paid by the Company to
Awfis in advance on or before the 3rd day of each English calendar month. If the
Company fails to pay the invoice amount by the 7th day of same English calendar
month, Awfis shall be entitled to charge an interest at the rate of 24% per annum of
such arrear of invoice amount for the period of default commencing from the date
such payment falling due till the date of actual payment.

3.3 The Monthly Service Charge and payments so payable by the User to AWFIS shall be
subject to and after deduction of applicable withholding taxes (TDS) as per the
applicable laws. The Company agrees to remit and report the TDS to the tax
authority within the time specified in the applicable law. The Company shall provide
the TDS certificate within applicable timelines prescribed by Income Tax Laws. The
Company agrees to promptly and mutually resolve and reconcile the differences, if
any, that may arise between the TDS data reported by the Company and that
recorded by AWFIS in its books of accounts. The Company also agrees to
compensate AWFIS for any loss to AWFIS arising out of tax deducted but not
reported to the tax authority.

3.4 The Service Charge payable under this Agreement shall be payable by the Company
to AWFIS by means of a crossed cheque / bankers cheque, NEFT favoring AWFIS, or
in the name of any other person(s)/entity(s), as may be nominated and
communicated by AWFIS to Company in writing from time to time.

3.5 In the event the Company continues to illegally use the Office Space and fails to
remove its belongings therefrom, immediately upon the prior termination or expiry
of this Agreement or any extension or renewal thereof, then AWFIS shall be entitled
to forfeit the Security Deposit and stop the Company from entering the office space,

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 and treat the company as trespasser and charge pre-estimated liquidated damages
equivalent to thrice the amount of last paid monthly service charges so payable per
day for per day of delay in handing over the office space to the Company. The above
is without prejudice to the rights and remedies available with the Company in law as
well as under this Agreement including but not limited to refraining/restraining the
Company and its employees and / or its agents from entering into the office space.

3.6 The Company has simultaneously with the execution of this Agreement paid to
AWFIS an interest free refundable security deposit equivalent to an amount of Rs.
4,14,000/- (Four Lakh Fourteen Thousand Only) (the amount hereinafter referred
to as “Security Deposit”), which is equivalent to the sum of 01 months of Monthly
Service Charge. The Security Deposit shall be retained by AWFIS for the Term of this
Agreement and shall be refunded to the Company on the expiry or prior termination
of this Agreement within 30 days of Company discontinuing the use of the Office
Space and removing the belongings therefrom and making available the said office
space to Awfis for use. The Security Deposit shall be refunded after deducting all
sums that may be due to AWFIS from the Company in accordance with the terms
and conditions of this Agreement, including towards unpaid Monthly Service
Charge, if any, and also expected cost to restore any damage to the Office Space.

ARTICLE 4
USAGE AND ACCESS

4.1 The Company shall not carry on or permit to be carried on in the Office Space or in
any part thereof any unlawful activities or such activity(s) including but not limited
to the following:

(i) which be or are likely to be of obnoxious or of nuisance, annoyance or

disturbance to other occupants of the said building complex or occupants of
the neighboring buildings; or

(ii) which are contrary to any applicable law / statute / bye laws; or

(iii) store any goods of hazardous or combustible nature; or

(iv) store any goods, materials or machinery which are so heavy so as to affect
the construction or the structure of the Office Space / the said building
complex or any part thereof; and

(v) which in any manner interfere or obstruct the passage in / to the said
building complex within which the Office Space is situated.

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4.2 Subject to Article 4.1 above, the usage and access to the Office Space, by the
Company’s employees / officers / staffs, representatives, guests and visitors, shall
be unrestricted and uninterrupted and made available twenty four (24) hours a day,
throughout the year, during the Term of this Agreement or any renewals thereof.
Normal office hours shall be from 9:00 am to 8:00 pm from Monday to Saturday
(except Sunday & Public Holidays). It is clarified and agreed that the Company shall
be liable to reimburse AWFIS the actual cost in respect of electricity consumed and
towards manpower deployed for pantry, security and housekeeping services on the
area occupied by it for the usage of the aforesaid facilities beyond normal office
hours between 9:00 pm to 8:00 am on all days and for usage on Sundays and public
holidays only. The method for calculating the same will be decided mutually
between the parties.

4.3 The Company have no right to assign / sub-let, part or the whole of the Office Space,
to any third party(s), during the subsistence of this Agreement and any extensions /
renewal thereof.

4.4 The Company shall have no right, title or interest in the Office Space save as
otherwise expressly provided in this Agreement. The Company shall at no time
contest or challenge AWFIS’s right, title and interest in the Office Space.

4.5 Upon termination of this Agreement, the Company shall be entitled (at its own cost
and expense) to dismantle, remove and take away all the movable items of work,
things, articles, equipments, installations put up by the Company without damaging
the Office Space and restoring it to original condition.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES

5.1 Representation and Warranties of AWFIS

5.1.1 AWFIS hereby warrants that it is well and sufficiently entitled and has the right to
give the Company said Office Space to be used as expressly stated in this Agreement.

5.1.2 AWFIS hereby warrants that it has full power and authority to carry out the actions
contemplated under this Agreement and that this Agreement constitutes a legal,
valid and binding obligation of AWFIS.

5.1.3 AWFIS hereby warrants that it will comply with all applicable laws, regulatory
requirements, regulations etc. in connection with the performance of its obligations
under this Agreement and will not do or permit anything to be done which might
cause or otherwise result in a breach of this Agreement or cause any detriment to
the transactions herein envisaged.

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5.1.4 AWFIS hereby warrants that there is no order of any court of law, term of any
agreement, family or business arrangement, agreement for sale, transfer, or for
disposing off the Office Space, or any act of AWFIS, whether enforceable by the court
of law or not, that would restrict or disentitle AWFIS from executing this Service
agreement or Agreement and/or entering into the transactions stipulated hereby.
No claim of any third party of any kind whatsoever subsists with respect to the
Office Space.

5.1.5 Awfis shall at no point of time represent or state to any of its employees providing
the Services under this Agreement to the Company, that they will be recruited by the
Company at any point of time. Awfis acknowledges and accepts that at all times
during the Term of this Agreement all the persons entrusted to provide Services
under this Agreement shall remain its employees and Awfis shall be solely
responsible for all actions of its employees and agents.

5.1.6 Awfis shall ensure the safety and security of the office space. Both parties shall have
the responsibility not to divulge information relating to day to day business of the
parties to any third party.

5.1.7 Awfis shall provide all basic services applicable to business centers / managed office
space in relation to area occupied in the Office Space by the Company.

5.2 Representation and Warranties of the Company

5.2.1 The Company warrants that it has full power and authority to carry out the actions
contemplated under this Agreement and that this Agreement constitutes a legal,
valid and binding obligation of the Company enforceable against it in accordance
with its terms.

5.2.2 The Company warrants that it will comply with all applicable laws, regulatory
requirements, regulations etc. in connection with the performance of its obligations
under this Agreement and will not do or permit anything to be done which might
cause or otherwise result in a breach of this Agreement or cause any detriment to
the transactions herein envisaged.

5.2.3 Company represents that it shall carry out only lawful and permitted activities
under this agreement from the space offered to them and shall abide by all the laws,
rules, regulations applicable to them for carrying out permitted business.

5.2.4 Company represents that it shall not directly or indirectly hire or employ or induce
any employee of Awfis to breach its contract with Awfis anytime during the term of
this agreement and One year thereafter. Breach of this provision shall entitle Awfis
to seek injunctive relief apart from entitlement to liquidated damages to the tune of

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 Rupees Ten lakhs which parties agree to be reasonable estimate of losses caused
and not as penalty.

5.2.5. The Company covenants and agrees that no action shall lie against Awfis for any
bad debts or liabilities of the Company and such debts/ liabilities shall not lead to
any charge or encumbrance on the Office Space. Further the Company agrees that
it has no right and shall not create charge and/or take loan against the Office
Space.

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5.2.6. A detailed Policy for the ‘Prevention of Sexual Harassment at Workplace’ as per
the provisions of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (“Act”), to ensure a workplace where all
individuals are treated with respect and dignity in an environment free of sexual
harassment, and to address issues and provide for a mechanism towards
prevention, prohibition and redress of workplace sexual harassment relating to
Awfis community members / users and their visitors is available at
www.awfis.com and User agrees to abide this during the entire tenure of the this
Agreement or any renewal thereof.

5.2.7. In the performance of this Agreement, The Company shall ensure that none of its
affiliates, associate company, business partner, director, officer, agent, employee,
or any other person acting for or on behalf of the Company or any of its appointed
Third Party (here in referred as “Relevant Person”) shall : (i) act, directly or
indirectly, that would result in a violation of any applicable laws (as amended
from time to time) in relation to or connected with all applicable anti-money
laundering, anti-corruption and anti-bribery laws, including, without limitation,
using any corporate funds for any unlawful contribution, gift, entertainment or
other unlawful payments to any foreign or domestic government official or
employee from corporate funds; (ii) offer, pay, promise to pay, or authorize the
payment of any money, or offer, give, promise to give, or authorize the giving of
anything of value or otherwise permit any of the above, to any officer, employee
or any other person acting in an official capacity for any government entity or to
any political party or official thereof or to any candidate for political office
(individually and collectively, a "Government Official") or to any person under
circumstances where such Relevant Person knows or is aware of a high
probability that all or a portion of such money or thing of value would be offered,
given or promised, directly or indirectly, to any Government Official, for the
purpose of securing any improper advantage; in order to assist the third party or
any of the its affiliates, subsidiaries or joint ventures in connection with rendering
of or fulfillment of any services or any of its obligations under this Agreement, nor
shall any Relevant Person accept anything of value for any of the purposes.

It has not been and, to the best of its knowledge, no employee, consultant, agent
or other person acting on its behalf has been, directly or indirectly involved in any
act or omission in violation of any laws in relation to or connected with all
applicable anti-corruption and anti-bribery laws nor has it been convicted of any
offence under any of the anti-corruption laws.

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5.2.8. The Company shall ensure that it does not employ, engage or otherwise use any
child labor in circumstances such that the tasks performed by any such child labor
whether directly or indirectly related to the premises of Awfis, which is in
contravention of the Child Labor (Prohibition and Regulation) Act, 1986, and
other related applicable laws. That the Company shall ensure that they will follow
the rules laid down concerning the minimum age of employment for children.

5.2.9. The Company shall ensure that it does not use forced labor in any form (prison,
indentured, bonded or otherwise) directly or indirectly related to the Premises of
Awfis, which is in contravention of the Bonded Labor System (Abolition) Act,
1976, and other related applicable laws. That the Company shall follow the rules
and regulations laid down in this regard.

ARTICLE 6
DISCOUNTING OF RECEIVABLES

6.1 It is hereby agreed between the parties that in the event of the Service Provider
arranging with any bank or financial institution for discounting the amount of
Monthly Service Charge receivable by it under this Service Agreement against any
financial assistance taken by the Service Provider from the said bank or financial
institution, the User, upon receipt of written instructions from the Service
Provider, undertakes to pay the amount of the Monthly Service Charge payable
under this Service Agreement to the said bank or financial institution, as the case
may be, in a manner as may be directed by the Service Provider in writing. The
Service Provider hereby confirms and agrees that such payment under this
Service Agreement by the User shall be a proper, valid and effective discharge of
the User’s obligation for payment of the Monthly Service Charge under this
Service Agreement.  

ARTICLE 7
OBLIGATIONS

In additions to the rules and policies the User/Company shall follow the following
obligations while using the Premises:

7.1 All the users of the Premises shall be above the age of 18 years.

7.2 The Company shall be solely and fully responsible for ensuring that no alcohol is
consumed by any of your Members or guests who is younger than the legal age for
consuming alcohol in the applicable jurisdiction.

7.3 The Company will be responsible for the damages to the Premises exceeding any
normal wear and tear.

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7.4 That the Company shall notify Awfis immediately in case there is a change in its
registered office address, contact, and payment information.

7.5 That the Company will not perform any activity or cause or permit anything that is
reasonably likely to be disruptive or dangerous to us or any other Member
Companies, or our or their employees, guests or property, including without
limitation the Premises.

7.6 The Company shall not entice the third parties for the wrongful gains, in the
Premises during the tenure of this Agreement. In case, such enticement is found,
wherein the Company for the wrongful gains have acted and caused wrongful loss to
any third party/parties, Awfis shall be entitled to terminate this Agreement without
assigning any reasons and the Company shall vacate the Premises on immediate
basis without any protest and demur, at Company’s own cost and expense. Awfis
shall not be responsible in any manner whatsoever for the action taken by such
third party/ies or authority against the Company for their wrongful gains due to
such enticement.

7.7 The Company will not use the Premises illegally or in any other nature other than
the nature given in this Agreement.

7.8 The Company will not install any locks to access the Premises, unless the same is
authorized by Awfis in advance.

7.9 The Company will not make any copies of any key(s), keycard(s) or other means of
entry to the Premises or lend, share or transfer any keys or keycard(s) to any third
party, unless authorized by Awfis in advance.

7.10 The Company employees or representatives will not allow any guest(s) to enter the
building without registering such guest(s) in the logbooks when they enter the
Premises and the Company shall be responsible and liable for the activities/actions
or omissions of any activity/action of any such guests entering the Premise.

7.11 The Company will not take, copy or use any information or intellectual property
belonging to Awfis or their Members or guests, including without limitation any
confidential or proprietary information, personal names, likenesses, voices, business
names, trademarks, service marks, logos, trade dress, other identifiers or other
intellectual property, or modified or altered versions of the same, and this provision
will survive termination of this Agreement;

7.12 The Company will not take, copy or use for any purpose the name “Awfis” or any of
our other business names, trademarks, service marks, logos, trade dress, other
identifiers or other intellectual property or modified or altered versions of the same,
or take, copy or use for any purpose any pictures or illustrations of any portion of
the Premises, without our prior consent, and this provision will survive termination
of this Agreement.

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7.13 The Company agrees that the computers, tablets, mobile devices and other
electronic equipment of the employees or representative or agents of the Company
must be (i) kept up-to-date with the latest software updates provided by the
software vendor and (ii) kept clean of any malware, viruses, spyware, worms,
Trojans, or anything that is designed to perform malicious, hostile and/or intrusive
operations. Awfis reserve the right to remove any device from our networks that
poses a threat to our networks or users until the threat is remediated;

7.14 The Company agrees that if any employee of the Company resigns on his own accord
or the services of any employee of the Company, are terminated (on any ground
whatsoever) during the tenure of this Agreement, the Company irrevocably agrees
and undertake to intimate Awfis in writing, before the expiry of last working day of
such employee of the Company, and shall return back all the assets (including but
not limited to Identity Card etc.) being held by such resigned /terminated employee,
to Awfis before the expiry of such last working day.

7.15 The Company will not use the Premises’ address as Company’s registered office
address without obtaining a No Objection Certificate (‘NoC’) from Awfis.

7.16 The Company irrevocably agrees that before removal of the IT equipments, assets,
or any other office fixtures etc. from the Premises, to take a Clearance and No
Objection Certificate (CNoC) from Awfis during the tenure of this Agreement. The
User also unconditionally undertakes to take such CNoC from Awfis, also at the time
of termination of the Agreement (on any ground whatsoever) and if the Agreement
is determined by efflux of time. The CNoC shall be subject to clearance of all dues by
the Company as per the terms of the Agreement.

ARTICLE 8
SIGNAGE

8.1 AWFIS shall provide the Company with designated space for display of signage which
shall be mutually agreed, as per the building norms/ by laws, at the cost mutually
agreed by both the Parties. It is however clarified that any taxes payable to the
governmental and/or statutory authorities for putting up such signage(s) shall be
borne by the Company. It further, clarified that the Company shall, at its own cost,
manage the upkeep and shall be responsible for approvals, if required. It shall be
responsibility of the Company to ensure that the display of the signage is in
accordance with rules and regulations and bye-laws issued by appropriate
authorities from time to time.

8.2 AWFIS shall at its discretion may allow the Company to execute internal branding at
its own cost within the work areas occupied by AWFIS and at the reception, cafeteria
etc.

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 ARTICLE 9
INSURANCE AND SAFETY

9.1 AWFIS shall keep the interior of the Office Space provided by it in good and
tenantable repair and condition (normal wear and tear expected) at its own cost and
expense.

9.2 It is hereby agreed that AWFIS shall ensure that the Office Space including Building
shall be kept comprehensively insured by the Owner/ AWFIS at its own cost during
the entire Term of this Agreement. It is the Company’s responsibility to arrange
insurance of its own property which it brings into the Centre and for its own liability
to its employees and to third parties.

9.3 The Parties agree that the security of the Building shall be the responsibility of
AWFIS. The Building shall be secured by deploying adequate security guards 24X7.

9.4 Awfis shall also neither be liable for any theft of or be held responsible for any
other property of the Company in any manner, nor for injury to persons or loss,
damage to property of the Company resulting from any cause whatsoever, unless
due to any willful act of Awfis.

ARTICLE 10
INDEMNIFICATION

10.1 Company shall indemnify and keep indemnified and harmless Awfis of, from and
against all actions, suits and proceedings and all costs, charges, expenses, losses or
damages which may be incurred or suffered by or caused to Awfis by reason of any
breach, default, contravention, non-observance or non-performance of the terms,
conditions and provisions of this Agreement by the Company.

10.2 The Company shall keep Awfis indemnified and hold harmless in respect of any
liability arising on Awfis as a result of any act of negligence by Company or its
employees or its authorized agents.

10.3 Notwithstanding anything else in this Agreement to the contrary, the liability of
Awfis under this Agreement shall be limited to the fee paid by the Company in last
One month in accordance with this Agreement. In no event shall Awfis be liable for
any indirect, incidental, special, consequential or punitive damages, even if Awfis
had been advised of the possibility of such damages.

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 ARTICLE 11
MASTER AGREEMENT

11.1 The parties agree that this Agreement is co-terminus, dependent and conditional
upon the Master Agreement and that if the said Master Agreement is terminated for
any reason whatsoever, this Agreement shall also immediately terminate without
prejudice to any antecedent rights. However, Awfis shall give a notice of 30 (thirty)
days in such an event to Company to shift to another location/space of similar
standards as per the discretion/decision made available/provided by Awfis or else
company shall have the option to handover the office space in Thirty days and shall
not be entitled to claim any loss, damage or compensation from Awfis.

ARTICLE 12
TERMINATION

12.1 The Company shall have the sole option to terminate the Office Space agreement by
issuing a written termination notice of 1 (one) months in advance, any time post
lock-in period i.e., after 24th July ’2022. If the Company terminates this Agreement at
any time before expiry of the Lock-in Period, the Company shall be liable to pay
Monthly Service Charges for the unexpired Lock - in period and forfeit entire
security deposit.

12.2 AWFIS shall be entitled to terminate this Agreement, only if the Company fails to
pay Monthly Service Charge payable for a period of 15 (fifteen) days’ . In such a case
AWFIS shall serve a written notice of 7 (seven) days upon the Company to pay the
outstanding Monthly Service Charge payable. However, in the event Company still
fails to pay the outstanding Monthly Service Charge payable, this Agreement shall be
terminated by AWFIS.

12.3 AWFIS shall have the right to terminate this Agreement, if the Client fails to
discharge its’ agreed financial obligation, and fails to honour its’ Representations
and Warranties during the cure notice period of 7 (seven) days issued by AWFIS to
Client. On expiry of such cure notice of 7 (seven) days, Awfis shall issue an
immediate termination notice to the Client. In such case, the Client undertakes to
pay service fee towards the unexpired lock-in period of the Agreement, along with
the due outstanding amount, customization cost, damages etc (if any) without any
protest, demur and delay to AWFIS.

12.4 Notwithstanding the lock-in period Awfis shall have the option to terminate this
Agreement if Company shall be deemed to be insolvent (i) if it is unable to pay its
debts as per the provisions of the Insolvency and Bankruptcy Code, 2016; (ii) if any
notice shall have been received by the company for its winding up under Section
271 and 272 of Companies Act,2013 read with the provisions of the Insolvency and
Bankruptcy Code, 2016.; (iii) if any resolution shall have been passed by any of its

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 creditors or shareholders to wind up the company whether compulsorily, or
otherwise; or (iv) if any petition shall have been filed and admitted by a competent
court for winding up of the company; if any other litigation/arbitration proceedings
are initiated against company.

ARTICLE 13
FORCE MAJEURE

13.1 If the whole or any part of the Premises are destroyed or damaged due to any fire,
storm, tempest, flood, act of God, act of terrorism, war, any irresistible force or
reason beyond the control of the parties, epidemic, pandemic, any statutory
regulation, directives of any governmental authority or State Govt. imposed
lockdown for a continuous period of fifteen days, then the usage charges will be
temporarily suspended to the tune of 10% and the Client shall only be liable for the
usage fee to the tune of 90% of the monthly Service Charge only during such period.
.

ARTICLE 14
DISPUTE RESOLUTION MECHANISM

14.1 In the event of any dispute, howsoever, arising in connection with the interpretation
or implementation or purported termination of this Agreement, the Parties shall
attempt in the first instance to resolve such dispute amicably.

14.2 In case of failure to settle such dispute amicably within 30 (thirty) days, the Parties
shall submit to the exclusive jurisdiction of courts at New Delhi.

14.3 This Agreement and the rights and obligations of the Parties under or arising out of
this Agreement shall be construed and enforced in accordance with the laws of
India.

ARTICLE 15
NOTICES

15.1 Any notices or other communication required under this Agreement shall be in
writing, sent by email, registered/speed post/courier addressed to the party at the
following address:

If to AWFIS:

C-28-29, Kissan Bhawan, Qutab Institutional Area, New Delhi – 110016

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 Attn: Mr. Amit Kumar
Tel: 011 69000656
E-mail: legal@awfis.com

If to the Company:

________________
E-mail

Attn: ______________
Tel: ________

A notice or other communication received on a day other than a business day, or

after business hours in the place of receipt, shall be deemed to be given on the next
following business day in such place.

ARTICLE 16
COUNTERPARTS, COSTS AND EXPENSES

16.1 This agreement may be executed in duplicate and each party shall retain one copy
each.

16.2 The Parties hereto shall bear their own costs and expenses for the investigations,
negotiations and examinations contemplated by this transaction, including costs of
their respective accountants and attorneys or any other legal expense.

ARTICLE 17
CONFIDENTIALITY

17.1 Both parties shall ensure that during the Term of this Agreement and at all times
thereafter it shall keep confidential and cause their respective Affiliates, directors,
officers, representatives, employees and agents, as the case may be, to keep
confidential any Confidential Information of the other which any such persons /
personnel may acquire in relation to the transactions contemplated by this
Agreement or in relation to the employees, Company’s, business or affairs of the
other and shall not use or disclose such information except with the prior written
consent of the other. The restrictions in this Article shall not apply to any
information:

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 a) Which is at the date of this Agreement publicly available other than through
breach of this Agreement by AWFIS;

b) which was known to AWFIS as evidenced by its written records, prior to it

receiving such confidential information;

c) which subsequently comes lawfully into the possession of AWFIS by a third

party which did not require any obligation of confidentiality; or

d) which is required to be disclosed in accordance with the requirements of law,

any Governmental authority, any stock exchange regulation or any binding
judgment, order or requirement of any court or other competent authority.

17.2 For the purpose of this Article “Confidential Information” means all the
information of a confidential nature disclosed (whether in writing, verbally or by
any other means and whether directly or indirectly) by the Company to AWFIS
whether before or after the date of this Agreement. Provisions of this Clause shall
survive for a period of 2 years post termination of this agreement.

17.3 Notwithstanding any obligation on Awfis, if any confidential information relating to

any user of Awfis or that of Awfis comes in knowledge of Company, its affiliates,
directors, officers, employees, guests, customers and other users of space etc. while
in occupation and use of office space, then it shall forthwith bring the same to the
knowledge of Awfis and treat and keep the same confidential till the time any
specific instruction is given to transfer or dispose off such information or data.

ARTICLE 18
DISCLAIMER

18.1 Except as expressly provided herein, to the maximum extent permitted by

applicable law, Awfis disclaims all warranties of any kind, express, implied including
the implied warranties regarding the reliability, timeliness, quality, suitability or
availability of the services will be uninterrupted or error free.

ARTICLE 19
SEVERABILITY

19.1 If any provision of this Agreement or its application is held to be invalid, illegal, or
unenforceable in any respect, then in such an event the validity, legality and
enforceability of all other applications of that provision and of all other provisions
and applications hereof will not be affected or impaired.

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 ARTICLE 20
MISCELLANEOUS

20.1 Modifications: The terms of this Agreement shall not be altered or added to and
nor shall anything be omitted there from except by means of a supplementary
Agreement in writing duly signed by the Parties hereto.

20.2 Entire Agreement: This Agreement constitutes the entire agreement between the
Parties and shall, from the date of execution hereof, operate in substitution of all
terms, conditions, understandings, agreement, whether oral or in writing,
previously agreed to or in force between AWFIS and the Company.

20.3 Partnership / Agency: Nothing in this Agreement shall be construed as creating a

partnership or joint venture between the Company and AWFIS. Neither Party will be
deemed to be an agent of the other Party as a result of any act under or related to
this Agreement and will not in any way pledge the other Party's credit or incur any
obligation on behalf of the other Party.

20.4 Waiver: Any expressed or implied waiver by AWFIS of any default shall not
constitute a waiver of any other default by the Company or a waiver of any of
AWFIS's right. All original rights and powers of AWFIS under this Agreement will
remain in full force, notwithstanding any neglect, forbearance or delay in the
enforcement thereof by AWFIS.

20.5 Applicable Law: This Agreement and the rights and obligations of the Parties under
or arising out of this Agreement shall be construed and enforced in accordance with
the laws of India.

20.6 Headings & Annexes: In this Agreement, the headings are for convenience only and
shall not affect the interpretation of the covenants hereof. The Annexures to this
Agreement are part and parcel of this Agreement and shall be considered and read
accordingly.

20.7 This Agreement supersedes all previous discussions / negotiations between the
Parties in respect of the subject matter contained in this Agreement.

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IN WITNESS WHEREOF, EACH OF THE PARTIES HERETO HAVE CAUSED THIS
AGREEMENT TO BE EXECUTED BY ITS DULY AUTHORISED REPRESENTATIVES AS OF
THE DATE FIRST WRITTEN ABOVE IN THE PRESENCE OF THE FOLLOWING
WITNESSES:

SIGNED AND DELIVERED BY AWFIS Space Solution Private Limited, AWFIS

By: SP Singh
Title: Senior General Manager - Sales
Date: May’2022
Witness:

SIGNED AND DELIVERED BY GHV Advanced Care Private Limited, THE COMPANY

By: Mr. Mr. Ankush Sharma

Title: Head – Infra
Date: May’2022
Witness:

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 FIRST SCHEDULE

Office Space, forming part of the Premises, is situated at 11th Floor, Paras Trinity, Golf
Course Extension Road, Sector 63, Gurugram, Haryana 122011 with the Space as mutually
agreed having 69-Seater

Currently Company will be seating 69 employees. The number of persons using the facility
at any given point of time cannot exceed 69 persons. In case of any additional person using
the facility, charges on pro-rata basis would be levied accordingly.

Any additional equipment / services / facilities / provisions or customization in the

existing infrastructure would be extended if possible and would be charged accordingly.

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 SECOND SCHEDULE

A. Services to be Provided under this Agreement by AWFIS are as briefly provided but not
limited to the extent mentioned below:

1. Working Hours: Use of designated office space from 9:00 AM to 8:00 PM from
Monday to Saturday
2.The use of space is Monday to Saturday (subject to holidays)
3.Electricity, Generator Power Back-up & Air conditioning consumed during office
hours.
4.Housekeeping, Security and Maintenance services for the premise
5.Provision of Hot Tea & Coffee from specified vending machine (50
coupons/month/person) and cannot be carried forward.
6. Internet Connectivity on Shared Bandwidth (as per Fair Internet Usage Policy)
and 1 CAT Six Port per usable Workstation
7. Purified Drinking Water
8. 100 Hours of meeting credits / per month which can be utilized for 4-6seater
rooms in all centers of Awfis - Pan India. Meeting Credits expires every month and
cannot be carried forward.
9. 4 (Four) Basement Car Slots included in the package

B. Company to get their own equipment/services and Awfis will extend support for
installation with installation charges as per the list below:

1. Epbax & Telephone System

2. TV’s / Projectors
3. Printers & Shredders
4. UPS System for Workstations
5. Dedicated Internet Bandwidth
6. Server Room Setup & IT Components
7. Telecom Services
8. Parking Space
9. Support Staff & House Keeping for out of office requirement
10. Additional Storage Systems for Workspace

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 ANNEXURE 1 (SHARED FLOOR LAYOUT)

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 ANNEXURE 2 (ZOOMED DEDICATED AREA LAYOUT)

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