BHOPAL, MADHYA PRADESH 02AB 335255

ASSIGNMENT OF LEASE

THIS ASSIGNMENT OF LEASE (“Assignment”) is made and executed on this 1st March
2020 at Bhopal by:

Mr. Rakesh Vada, S/o. Mr. Rohit Vada, aged about 46 years, residing at PQR Road, Bhopal,
Madhya Pradesh and, Director of Special Electrix, a duly registered Firm, hereinafter referred
to as ‘ASSIGNOR’ which term shall wherever the context so requires or permits mean and
include his legal heirs, successors, representatives, and administrators.

IN FAVOUR OF

Mr. Sameer Shawarmah, S/o. Mr. Sanjay Shawarmah, aged about 46 years, residing at
BCY Road, Bhopal, Madhya Pradesh and, Director of Desertix., subsidiary of Special
Electrix, a duly registered Firm, hereinafter referred to as ‘ASSIGNEE’ which term shall

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wherever the context so requires or permits mean and include his legal heirs, successors,
representatives, and administrators.

Assignor and Assignee shall hereinafter be referred to as such or collectively as “Parties” and
individually as “Party”, as the context may require.

WHEREAS:

A. By virtue of the Lease Assignment dated 20th March 2020 duly registered as Document
No. 000/2015-16 in the Office of the Sub Registrar, Bhopal, Assignor acquired the lease
over the ‘XYZ Building’ consisting of Three floors, has been constructed (hereinafter
called as the “Leased Premises” and morefully described in the Schedule hereunder),
constructed on commercially converted land bearing No.00, measuring East to West 60
Feet, North to South 40 Feet, totally measuring 2400 Square Feet, situated at XYZ
Road, Bhopal, as per the sanctioned building plan dated 20th May 2018.

B. The Lessor has provided its written consent dated January 29, 2022 to an Assignment of
said Lease by Assignor to Assignee
C. Assignor desires to assign all of its right, title and interest in the Lease to Assignee and
Assignee desires to assume Assignor’s obligations under the Lease.

NOW THIS ASSIGNMENT WITNESSETH AS FOLLOWS

1. DEFINITIONS & INTERPRETATIONS

A. DEFINITIONS
As used in this Assignment, the following definitions/terms shall have the meanings set
forth below, subject to the qualifications, adjustments and exceptions set forth elsewhere
in this Assignment:

a. “Confidential Information” means any information received or obtained, directly or

indirectly, whether orally, in writing or by legible electronic means, of a legal,
commercial and financial nature regarding any of the Parties or their Affiliate;

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b. “Damages” means actual claims, liabilities, damages, charges, expenses, costs or
losses referred to in this Assignment and shall exclude any direct and/or indirect
business losses or lost opportunities or action in tort for which the party is not liable
under any law;
c. “Assignment Commencement Date” shall mean 20th February 2022;
d. “Assignment Term” means a period of 3 (Three) years commencing from the
Assignment Commencement Date;
e. “Super built-up area” means the total area assigned out including wall thickness.

B. INTERPRETATIONS

Unless the context otherwise requires in this Assignment:

a. words importing persons or parties shall include firms and corporations and any
organizations having legal capacity;
b. words importing the singular include the plural and vice versa where the context so
requires;
c. reference to any law shall include such law as is from time to time enacted, amended,
supplemented or re-enacted;
d. reference to any gender includes a reference to all other genders;
e. reference to the words "include" or "including" shall be construed without limitation;
f. reference to this Assignment or any other agreement, agreement or other instrument
or document shall be construed as a reference to this Assignment or such other
agreement, Agreement or other instrument or document as the same may from time to
time be amended, varied, supplemented or novated;
g. the provisions of this Assignment shall be read and interpreted in conjunction with its
schedules. However, in the event of an inconsistency in the interpretation of the
provisions of this Assignment and the schedules/Annexure, the terms of this
Assignment shall take precedence; and

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h. the headings and titles in this Assignment are indicative only and shall not be deemed
part of this Assignment or be taken into consideration in the interpretation or
construction of its terms.

2. TERM

3.1. The Term of the assignment for the Leased Premises shall be for a period of 3 (Three)
years commencing from 20th February 2022 (hereinafter referred to as the
“Assignment Period”) in accordance with the terms and conditions mentioned herein.

3. POSSESSION

4.1. The Assignor shall hand over the possession of the Leased Premises to the Assignee
on or before 20th February 2022 (‘Handover Date’).

4. RENT

4.1. The monthly Rent shall start from 1st March 2022 (‘Rent Commencement Date’) and
shall be payable directly to the Lessor.

4.2. The period from 20th Februaray 2022 to 1st March 2022 shall be Rent-free, for the
Assignee to complete the fixtures and fittings in the Leased Premises to enable them
to conduct their business operations effectively.

4.3. The Rent payable during the Assignment Period will be computed based on Schedule
II.

4.4. The rent payable by the Asignee to the Lessor is exclusive of GST as applicable.

4.5. The Assignee shall pay the rent in advance on or before the 5 th day of each English
Calendar month, and, any late payment of the Rent shall result in a penalty to the
Assignee at the rate of 5% of the Rent payable, to be paid to the Lessor. The rent so
payable by Assignee to the Lessor shall be subject to deduction of applicable taxes at
source or other statutory deductions, if any. The Assignee shall issue the certificate for
tax deducted at source in the name of the Lessor for the deduction affected towards
income tax from the rent paid.

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4.6. The Parties agree that the Rent may be paid either by way of cheque/demand draft
favoring the Lessor or by way of wire transfer to the designated bank account of
Lessor on written instructions. In the event that the Rent is paid by cheque/demand
draft the same shall be handed over to the Lessor at its address mentioned above and
be duly acknowledged by the Lessor and the Assignee shall be deemed to be absolved
of its liability on the date on which such cheque/demand draft have been duly honored
by the drawee bank.

4.7. It is agreed between the Parties that there shall be no escalation on Security Deposit
during the tenure of the lease.

5. CAR PARKING

The Assignee shall be entitled to Four numbers of car parking spaces and Ten parking
space for two wheelers exclusively in the basement floor. The Assignee is not liable
to pay any charges/rent for such parking spaces.

6. ELECTRICITY

6.1. The Lessor shall provide electricity supply of the required capacity of ***KVA along
with required cabling transformer, circuit breakers and switches to the Leased
Premises and enhance it as and when requested by the Assignee. The Lessor shall
install Diesel Generator as power backup.

6.2. The electricity charges at actual, as per a separate meter provided to the Leased
Premises, shall be borne by the Assignee from the Assignment Commencement Date
and shall be payable by the Assignee directly to the concerned authority directly.

7. WATER AND SEWERAGE CONNECTION

7.1. The Lessor has provided all necessary and customary water and sewerage connections
for the Leased Premises, to facilitate service 24 hours a day and seven days a week.

7.2. The water charges at actual shall be borne by the Assignee from the Assignment
Commencement Date and shall be payable by the Assignee directly to the concerned
authority directly.

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8. ASSIGNOR’S REPRESENTATIONS AND WARRANTIES 
8.1. Assignor represents and warrants to Assignee that:
(a) the Lease is in full force and effect, unmodified except as provided in this
Agreement;
(b) Assignor’s interest in the Lease is free and clear of any liens,
encumbrances or adverse interests of third parties;
(c) Assignor possesses the requisite legal authority to assign its interest in the
Lease as provided herein.
(d) There are no sums due and owing by Assignor under the Lease as of the
effective date hereof, and there exists no condition of default thereunder.

9. MAINTENANCE, IMPROVEMENTS, ALTERATIONS AND REPAIRS

9.1. The Lessor shall maintain the common areas like lift, generators, security, garden
areas at his own cost, for which the Assignee shall not be liable to pay any extra
charges.

9.2. The Assignee shall have liberty to do interior decoration suit their business along with
tube lights and / or other lights and fans or any other electrical/air conditioner or other
apparatus and/or fitting without damaging the Building.

9.3. The Assignee shall not store in the Leased Premises any goods of hazardous/
explosive or combustible nature that may cause risk of damage by fire, explosion or
goods material which on account of their weight or of nature may cause damage to or
endanger the safety of the Leased Premises and/or the building.

10. TERMINATION

10.1. Neither party shall have the right to terminate the lease during the Lock-in period of
Two years.

10.2. In the event of the Assignee being in default of payment of Rent remaining
outstanding for more than Three continuous months then in that event the Lessor shall
give notice of such default and the Assignee must within 30 days of the receipt of

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 such notice pay the rent failing which the Assignor shall be entitled to terminate this
Assignment and take possession of the Leased Premises.

11. RETURN OF THE PREMISES

11.1. Upon the expiry or earlier termination of the lease the Assignee shall remove all their
fixtures, machinery and equipments at their costs without damaging the Leased
Premises and hand over vacant and peaceful possession of the Leased Premises to the
Assignor in good tenantable condition subject to normal wear and tear.

12. INDEMNITY

12.1. It is hereby agreed between the Assignor agrees to indemnify, defend and hold
harmless the Assignee from any and all claims, demands and debts due under the
Lease prior to the Assignment Commencement Date and Assignee agree to
indemnify, defend and hold harmless Assignor from any and all claims, demands and
debts which may become due under the Lease on or after the Assignment
Commencement Date

13. REGISTRATION OF THIS ASSIGNMENT

The Parties shall register this Assignment with the office of the concerned
Jurisdictional Sub-registrar and all costs with regard to the stamp duty (as applicable)
and other registration charges including incidental charges of this Assignment shall be
borne by the Assignee. The Assignor hereby agrees to cooperate with the Assignee by
providing any documentation and rendering any other reasonable assistance to the
Assignee required for completing such formalities.

14. GOVERNING LAW, JURISDICTION AND ALTERNATE DISPUTE

RESOLUTION

14.1 Any dispute arising out of or in connection with this Assignment shall be first referred to
arbitration in accordance with the provisions of the Arbitration and Conciliation Act,
1996 or any enactment of statutory modification thereof. The arbitration proceedings

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 shall be in the English language and shall be held in Bhopal. The Parties shall each
appoint one arbitrator and the two arbitrators so appointed shall thereupon appoint the
third arbitrator. The award passed by such arbitrator may subject to the agreement of the
Parties be final and binding on the Parties.

14.2 Subject to the preceding Clause, the Courts in Bhopal shall have exclusive jurisdiction
over any dispute, differences or claims arising out of this Lease Assignment.

15. MISCELLANEOUS

15.1. Confidentiality:

The Parties undertake the obligation to keep as confidential and not to disclose to a
third party any Confidential Information that they may have acquired in the course of
their business relationships.

It is agreed that the obligation of confidentiality burdened upon the parties is

applicable to representatives, employees, and contracted persons of each respective
Party or their Affiliate. However, the information made public or that are publicly
available to any third party, without having to demonstrate their legal interest, do not
fall under the scope of this confidentiality clause.

15.2. Entire Agreement:

This Assignment shall, from the date of signature thereof, operate in substitution of all
terms, conditions, understandings previously agreed to or in force between the Assignor
and the Assignee (which shall be deemed to have been terminated by mutual consent as
from the said date of signature) but without prejudice to the rights, liabilities and
obligations (if any) of either party accrued prior to that date.

15.3. Severability:

If any term or provision in this Assignment shall be held to be illegal or

unenforceable, in whole or in part, under any enactment or rule of law, such term or
provision or part thereof shall, to that extent, be deemed not to form part of this
Assignment but the validity and enforceability of the remainder of this Assignment

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 shall not be affected. All agreements/assignments, if any, executed prior to this
Assignment containing any clause in contrary to those specified under this
Assignment shall be deemed to be cancelled and of no effect to that extent.

15.4. Notices:

Any notices or other communication required or permitted in terms of these presents

shall be deemed to have been duly served (a) if delivered in person; or (b) if sent by
registered post, acknowledgement received and addressed as mentioned in the
Assignment above or to such substituted address as may be informed by either of the
parties in writing in accordance with this clause.

15.5. Expenses:

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.

15.6. Counterpart:

This Lease Assignment is executed in original and One duplicate and the original of
the same shall be retained by the Assignee and the Lessor shall retain one duplicate.

IN WITNESS WHEREOF the Parties have executed this Lease Assignment (in One
Duplicate) in Bangalore on the date hereinabove mentioned.

SIGNED AND DELIVERED by:

(Rajesh Verma)

LESSOR

SIGNED SEALED AND ACCEPTED by

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(Rakesh Vada, Director of Special Electrix, a duly
registered Firm)

ASSIGNEE

In the presence of;

WITNESSES:

1.

2.

Drafted by:

ABCD Advocates,

Bhopal

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 SCHEDULE II
(Above referred to as the Leased Premises)

The piece and parcel of the property bearing No.00, measuring East to West 60 Feet, North to
South 40 Feet, totally measuring 2400 Square Feet having a building named ‘XYZ Building’
consisting of three floors having a super built-up area of 3200 Square Feet and having Four
car parking spaces and Ten Two wheeler parking spaces in the basement, situated at XYZ
Road, Bhopal and bounded on:

East by: Road;

West by: Property No.04;

North by: Road; and

South by: Property No.01.

SCHEDULE II: RENT

Period Rent (in Rupees)

1st March 2022 to 28th February 2023 30,00,000.00

1st March 2023 to 28th February 2024 40,00,000.00

1st March 2024 to 28th February 2025 50,00,000.00

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