LEASE DEED

THIS LEASE DEED ("Agreement") is executed at Kundana this 1st Day of November 2020

BY AND BETWEEN
Dr Segar Arivazhagan S/o Late K. Segaran aged about fifty-six (56) years, resident of 1st floor,
72, 4th Cross, Nandi Durga Road, Jayamahal Extension, Benson Town, Bengaluru, Karnataka,
India – 560046 (PAN No: AFFPA5594K) (Aadhar No: 364930870392), hereinafter referred to
as the "Lessor" which expression shall unless it be repugnant to the context or the meaning
thereof mean and include his/her heirs, successors, executors, assignees and administrators
of the ONE PART;

AND
TAILBUDS PRIVATE LIMITED represented by its authorised signatories Mr Shreyash A S/o Dr
Segar Arivazhagan, aged about twenty-three (23) years (PAN No: GFUPS5627N) (Aadhar No:
282821013219) and Mr Revanth Nemani S/o Mr Ratnakar Nemani, aged about twenty-two
(22) years (PAN No: BBQPN9506C) (Aadhar No: 509405390184). TAILBUDS PRIVATE LIMITED
with registered office at 72, 4th Cross, Nandi Durga Road, Jayamahal Extension, Benson
Town, Bengaluru, Karnataka, India – 560046 (PAN No: AAHCT8602R) (CIN:
U52100KA2020PTC134312) (hereinafter "Tailbuds"), (hereinafter referred to as the "Lessee"
which expression shall unless it be repugnant to the context or meaning thereof mean and
include its successors and assignees in the interest of Lessee and Leasor) of the OTHER PART,
through authorised representative Mr Shreyash A S/o Dr Segar Arivazhagan, about twenty-
three (23) years (PAN No: GFUPS5627N) (Aadhar No: 282821013219).

The Lessor and Lessee are hereinafter collectively referred to as "Parties" and individually as
a "Party".

WHEREAS:

1. The Lessor is in lawful possession and has a clear, absolute, unrestricted title and
registered ownership rights concerning the land premises being, Survey No: 267 situated
at Kundana, Karnataka, India – 562110 (hereinafter referred to as the "Land", "Premises"
or "Land Premises"). Proof in Annexure A.

2. The Lessor is entitled to give on lease the Land of an area of approximately fourteen
thousand (14,000) square feet (sq. ft) along with the exclusive right to use and occupy
the open areas thereto marked in the plan attached as Annexure B together along with
the right to use the common areas and facilities of the Premises at no extra cost
(hereinafter referred to as the "Leased Premises" or "Leased Land")

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3. The Lessee needing the Land for its business approached the Lessor for taking the Leased
Premises for lease. The Lessor has agreed to lease out the Leased Premises to Lessee for
lease rental on the terms and conditions hereinafter contained.

NOW THEREFORE THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY

AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

4. In consideration of the Rent hereinafter reserved, the Lessor hereby demises unto the
Lessee, the Leased Premises by way of the lease together with the right to use the Land
in any way which includes but not limited to the construction of buildings, installation of
generators, agriculture and more, except for illegal activities, on the terms and conditions
hereinafter appearing.

5. The Lessor hereby permits the Lessee to use the Leased Premises for the next ten (10)
years and 2 (two) months, commencing from 1st November 2020 to 31st December 2030
(both days inclusive). The Lessor hereby agrees and undertakes to the Lessee that the
Lessee's right to occupy and use the Leased Premises shall commence immediately upon
execution of these presents. Such lease term shall begin only after the fulfilment of
Lessor's obligations mentioned in this Agreement.

6. Preference to Lessee by the Lessor shall be given on the Lease to extend for two (2)
further terms with the period of ten (10) years and three (3) months each, with the same
terms and conditions (the "extended term") except rent, which shall be increased by
thirty per cent (30%) ("Enhanced Rent") only at the time of renewal. A fresh lease deed
shall be executed at the end of each term. The terms of the option to extend the lease by
the Lessee will be mutually agreed upon after the two (2) extended terms.

7. In case of no prior written communication between both parties at least eleven (11)
months before the lease contractual end date, it is deemed that the lease has been auto-
renewed with the period of ten (10) years and three (3) months, with the same terms and
conditions except rent, which shall be increased by thirty per cent (30%) ("Enhanced
Rent") at the time of auto-renewal with no extra Security Deposit.

8. The Land shall be provided on an as-is basis. The Lessee shall directly pay all the utility
consumption charges to the respective authority/board. It is the Lessee's responsibility to
arrange for the Land Premise's utilities and obtain permissions and clearances from
concerned authorities. E.g. gram panchayat, municipal corporation, fire department and
the like. The Lessor shall extend full support to Lessee in continuing their business.

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9. In consideration for the use and occupation of the Leased Premises, the Lessee hereby
agrees to pay a fixed rent of Rupees Twenty-one thousand six hundred only (₹
21,600.00/-) per year ("Rent"). The rent for the Lease commencing on 1st November 2020
and ending on 31st December 2030 shall be paid in the following manner:

• 1st November 2020 – 31st March 2021: ₹ 9,000/- payable on 31st March 2021
• 1st April 2021 – 31st March 2030: ₹ 21,600/- per year payable every 31st May of the
respective year
• 1st April 2030 – 31st December 2030: ₹ 16,200/- payable on 31st May 2030

10. The Lessee shall deduct tax at source at the applicable rates from the Rent payable to the
Lessor. It is further agreed that apart from the Rent, no additional charges shall be payable
for the entry, use, and occupation of the Leased Premises or any other reason
whatsoever. The Lessee shall pay the Goods and Services Tax (GST), at the applicable rate
on Rent/Enhanced Rent in addition to the Rent/Enhanced Rent.

11. In addition to the Rent, the Lessee will deposit with the Lessor an amount of Rupees
Thirty thousand only (₹ 30,000/-) by way of an interest-free refundable security deposit
("Security Deposit"). The Lessee shall hold the Security Deposit until the Lessor opens up
an escrow account. Upon opening an escrow account by the Lessor under his/her/its
name, the Security Deposit shall be transferred from Lessee to the newly opened escrow
account. The Lessee should reimburse the expenses related to opening and maintaining
the said escrow account to the Lessor. No interest is payable by the Lessee to the Lessor
during the Security Deposit is held by the Lessee. The Security Deposit shall be held in
the said escrow account for Lease term under this Agreement and returned to the Lessee
on the end/cancellation of the Lease Agreement.

12. The Lessee can enter into sub-lease agreement with any other party as per the business
needs. The Lessee cannot grant sub-lease rights to the sub-leased parties. The damages
done to the Leased Premises by the sub-lease party will be the sole responsibility of
Tailbuds and has responsibility to indemnify to the extent of the damages.

13. The Lessee hereby agrees to bear and pay all maintenance charges required to maintain
the Land directly to the required people/authorities.

14. The Lessor shall pay all current and future charges, all outgoings, taxes, levies, cess, duties
and other statutory outgoings and expenses, including any increases/additions thereto
payable to the Government, Gram Panchayat, Municipal corporation or other concerned
bodies and statutory authorities from time to time arising due to ownership of the Land
by Lessor and the Lessor giving the Leased Premises on Lease to the Lessee for its use and
occupation as recorded in this Agreement.

15. The Lessor cannot terminate the Lease unless there is a breach of terms of Lease by the
Lessee and Lessee fails to rectify the breach within six (6) months of written notice in the

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 format mentioned in "Annexure C" of such breach. The Lessee shall be entitled to
terminate the Agreement at any time before its expiry without assigning any reason, by
giving three (3) months written notice of its intention to do so in the format mentioned
in "Annexure D", upon which the conditions regarding the refund of the Security Deposit
and handing over the possession of the Leased Premises as provided in Clause No: 11 shall
apply.

16. In the event of termination of this Agreement on expiry of the period of the Lease with
three months prior written notice of termination of Lease (unless renewed by the Lessee
according to the provisions of this Agreement or auto-renewal due to no notice between
both parties) or earlier determination thereof, the Lessee shall desist from
using/occupying the Leased Premises and shall vacate and handover the quiet, vacant and
peaceful possession thereof to the Lessor, only upon the Lessor simultaneously refunding
to the Lessee, the interest-free Security Deposit, as provided under Clause No: 11 of this
Agreement. In the event of the Lessor failing to refund the said Security Deposit, despite
the Lessee having agreed to hand over the quiet, vacant and peaceful possession of the
Leased Premises, the Lessee shall be entitled to retain the possession of the Leased
Premises and continue to use and occupy the same without having any requirement to
pay any Rent thereof or any charges whatsoever, until the Lessor fully refunds the
Security Deposit to the Lessee. Additionally, the Lessee shall be entitled to charge interest
at twelve per cent per annum (12% p.a.) on the said Security Deposit from the date it
becomes due consequent upon termination until the Lessor entirely refunds the same to
the Lessee.

17. In the event of initial promoters/first shareholders (Mr Shreyash A and Mr Revanth
Nemani) of the Lessee (Tailbuds) combined lose control on the Lessee, this Agreement
shall be deemed terminated and is open for re-negotiation. Control means above fifty per
cent (50%) voting power in the company.

18. The Parties hereto agree that, should the Leased Premises be destroyed or damaged on
account of fire, explosion, earthquake or damage by force majeure(Force majeure shall
include all events such as fire, flood, earthquake, accident, the violence of an army or
mob, riots, civil commotion or other irresistible force or acts of God), then this Agreement
shall stand terminated, and the Lessee shall not be liable to pay to the Lessor, the Rent
for the unexpired residue of the term of this Agreement. The Lessor shall, however,
refund the Security Deposit to the Lessee in the said circumstances.

19. The Lessee shall bear the stamp duty and the registration charges payable on this
Agreement and its duplicate(s).

20. Upon termination of the Lease Agreement the Lessee is ready to handover the Land
either by removing all the infrastructure or leave the Leased Premises as-is in terms of
infrastructure.

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21. In the event that the Lessor insists the Lessee to remove the additionally installed
infrastructure from Leased Premises and if the Lessee fails to remove such infrastructure
from the Leased Premises and hand over the vacant and peaceful possession thereof to
the Lessor on the expiry or earlier termination of this Agreement, then, the Lessee shall
pay the Lessor a sum of Rupees one hundred (₹ 100/-) only as penalty charges for each
day of unauthorised use and occupation of the Leased Premises beginning on and from
the date of the expiry or earlier termination of this Agreement, as the case may be.

22. Any notice required to be served shall be in writing and shall be sufficiently served in case
of the Lessor, if sent to it by registered post acknowledgement due or is personally
delivered at the following address:

Mr Shreyash A
Tailbuds Pvt. Ltd.
72, 4th cross, Nandi Durga
Rd, Jayamahal Extension,
Benson Town, Bengaluru,
Karnataka, India – 560046
OR served through email at the following email address
legal@tailbuds.com

in case of the Lessee, if sent to it by registered post acknowledgement due, or is

personally delivered at the following address:
Dr Segar Arivazhagan

1st Floor,
72,4th cross, Nandi Durga
Rd, Jayamahal Extension,
Benson Town, Bengaluru,
Karnataka, India – 560046
and shall be deemed to have been duly served on the Lessor and the Lessee, as the case
may be, on the expiry of seven (7) days after the receipt of acknowledgement (where
sent by post) and upon delivery (where personally delivered or emailed).

23. This Agreement is subject to the courts' exclusive jurisdictions at Hyderabad or

Bengaluru, unless and until all the matters of disputes or differences shall be resolved
through arbitration, neither Party shall go to a court of law except for the purpose of
enforcement of the award of arbitration. A Party shall accordingly enforce the award in
the appropriate court of competent jurisdiction.

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24. All disputes, differences, claims and questions whatsoever, which may arise either during
the subsistence of this Agreement or afterwards between the Parties hereto or their
respective representatives or any clause or anything contained herein or otherwise in any
way relating to or arising from these presents or the interpretation of any provision
contained herein shall be in the first place settled by mutual discussions between the
Parties, failing which the same shall be referred to and settled by arbitration in accordance
with and subject to the provisions of the Arbitration and Conciliation Act, 1996 or any
statutory modification or re-enactment thereof for the time being in force by three
arbitrators. Each Party shall appoint one arbitrator, and the appointed arbitrators shall
appoint the third arbitrator. The arbitration shall be held in Hyderabad or Bengaluru and
be conducted in the English language and in accordance with the Rules framed by the
Indian Council of Arbitration. Any award made in such arbitration with a majority (two
arbitrators) shall be binding on the Parties. The Parties shall bear the costs of arbitration
equally.

25. This Agreement constitutes and represents the entire agreement between the Parties
concerning the terms and conditions hereof, cancels and supersedes all prior
arrangements, agreements or understandings, if any, whether oral or written on the
subject matter hereof.

26. No alteration, amendment or modification of any of the terms of this Agreement shall be
valid and binding unless signed by the Lessor himself or the persons authorised by the
Lessee to sign on behalf of both the Parties hereto.

THE LESSOR HEREBY AGREES TO, AND COVENANTS WITH THE

LESSEE AS FOLLOWS:
27. The Lessee shall be permitted to place its glow signages, logo banners, advertisement
banners of own or third parties on the Land Premises, and no additional cost/rental.
However, the Lessee shall, on its own, have to obtain the required permissions from the
concerned municipal authorities, to put up such signages and banners.

28. The Lessee, its employees, agents, clients, investors, potential customers, government
officials, kennel club officials and all other persons visiting the Leased Premises as a
stakeholder of Lessee shall have free access to the Leased Premises at any time.

29. The Lessee shall have the right but not the obligation to deploy security guard(s) at its
own cost in the Leased Premises.

30. The Lessor shall, before it either sells, transfers or creates any encumbrance on the Leased
Premises to any third party, notify the Lessee in writing about the same and ensure that
all the rights and interests granted to the Lessee in this Agreement are protected and

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 maintained at all the times and that the Lessee shall continue to occupy and use the
Leased Premises till the expiry of the Lease Period. Further, the Lessor shall be bound to
arrange a new Lease Agreement executed between the Lessee and the buyer or
transferee of the Leased Premises on the same terms and conditions as are contained in
this Agreement. If the new Landowner is not willing to enter into the same Agreement
with the Lessee, then the Lessee can claim up to five (5) times the investment from the
Lessor as compensation.

31. The Lessor shall not inflict suffering or do anything or omit anything whereby the Lease
hereby granted to the Lessee to use, occupy and enjoy the Leased Premises under or
according to this Agreement is avoided, forfeited or prejudicially affected or extinguished.

32. The Lessor shall indemnify and keep indemnified the Lessee from and against all claims,
demands, actions, suits, proceedings, costs, charges, expenses and other liabilities made,
brought against suffered or incurred by the Lessee because of any breach of its
representations and warranties aforesaid or breach or non-performance or non-
observance by the Lessor of any of its obligations under this Agreement, except where
such breach, non-performance or non-observance by the Lessor is due or attributable to
any force majeure or has been occasioned by the negligence of the Lessee.

33. The Lessor shall not obstruct constructing anything legal to carry out business on the Land
Premises by Lessee subject to necessary approvals.

34. The Lessor shall not claim or represent any shareholding or any other form of ownership
in Tailbuds or its subsidiaries, associates or investments during or after the Agreement
period.

THE LESSEE HEREBY AGREES TO, AND COVENANTS WITH THE

LESSOR AS FOLLOWS:

35. The Lessee permits the Lessor and his duly authorised agents or representatives to enter
Leased Premises at all reasonable times to view the condition of the said Leased Premises
or carry out any repairs or maintenance with prior notice of forty-eight (48) hours.

36. During the continuance of the Agreement, the Lessee shall keep and maintain the Leased
Premises in fair and proper order and condition with the exception being on reasonable
wear and tear loss or damage by force majeure. Force majeure shall include all events
such as fire, flood, earthquake, accident, the violence of an army or mob, riots, civil
commotion, or other irresistible force or acts of God.

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37. The Lessee shall insure at its own cost all the building structures, trees, furniture and
fixtures, electrical appliances and other fittings in the Leased Premises against any loss or
damage by fire, flood, theft, riot, civil commotion and all other usual risks.

38. The Lessee shall in no way claim ownership or represent ownership of the Land Premises
before, during and after the Agreement period.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE

LESSOR:
39. The Lessor has represented to Lessee that it shall enjoy the uninterrupted, quiet, peaceful,
physical, vacant and legal possession of the Leased Premises without any interference
whatsoever for business-related purposes. The Lessor has handed over the vacant and
peaceful possession of the Leased Premises to the Lessee on the execution date.

40. The Lessor has represented to Lessee that the Lessee, on paying Rent shall be entitled to
peaceful possession and quiet enjoyment of the Leased Premises during the Agreement
period free from any interference, objections, eviction, claim, interruption and demand
whatsoever by the Lessor and, or, any Government Authority or any person lawfully or
equitable claiming by, of, from, under or in trust for the Lessor and, or, any Government
Authority. The Lessee shall have access to the Leased Premises for use and occupation of
the Leased Premises round the clock throughout the week at no additional cost
throughout the term of this Agreement. The Lessor shall duly observe and perform the
obligations on its part herein and shall extend their full co-operation to enable the Lessee
to fulfil the terms, conditions and obligation on its part contained herein. The Lessor shall
co-operate with the Lessee in securing such permissions/approvals that may be required
at the exclusive cost of the Lessee, including formal documents/applications.

41. The Lessor has represented to Lessee that the Lessor has paid all rents, rates, taxes, cess,
duties, assessments and other outgoings, central, state or municipal assessed charges
imposed/levied/payable in respect of the Leased Premises as on date hereof and no
amount whatsoever is pending which shall be a lien against the Leased Premises.

42. The Lessor has represented to Lessee that the Lessor has not created any mortgage,
charge, lien or other encumbrance on or in respect of the Leased Premises or any part
thereof or otherwise dealt with or disposed the Leased Premises or its interest therein or
any part thereof and has not entered into any agreement with any other party in respect
of or concerning the use, occupation and enjoyment of the Leased Premises or his interest
thereunder.

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43. The Lessor has represented to Lessee that the Lessor has a good and marketable title on
the Leased Premises and the said Leased Premises does not fall under
assigned/government land.

44. The Lessor has represented to Lessee that there are no encroachments on the Leased
Premises.

45. The Lessor has represented to Lessee that the Lessor has not received any notice of
violation of any law or municipal regulations, ordinances, orders and the like affecting the
Leased Premises. During the term of this Lease, the Lessor shall, at its sole cost and
expense, comply with all future Laws and Requirements.

46. The Lessor has represented to Lessee that there is presently no claim, action, litigation,
arbitration, garnishee or other proceeding pending against Lessor and relating to the
Leased Premises or the transactions contemplated hereby. There are presently no claim,
governmental investigation, threatened litigation, arbitration proceedings or court cases
to which Lessor are Party relating to the Leased Premises. The Lessor shall give the Lessee
immediate notice of any such claim, litigation, proceeding or investigation which becomes
known to them before execution hereof.

47. The Lessor has represented to Lessee that the Lessor does not have any liability for any
taxes or any interest or penalty regarding any nature that may become a lien against the
Leased Premises. The Lessor agrees to indemnify the Lessee and save, defend and hold
the Lessee harmless from and in respect of all damages, claims, losses, expenses, costs,
obligations and liabilities (including reasonable attorneys' fees) from or related to the non-
payment of any such taxes.

48. The Lessor has represented to Lessee that the Lessee shall enjoy the freedom to access,
occupy and operate from the Leased Premises during the Lease period throughout the
day, i.e., twenty-four (24) hours a day without any hindrance, obstruction and limitation
without payment of any additional costs or charges of nature whatsoever.

INDEMNITIES:

49. The Lessor represents and warrants that the Lessor shall hold the Lessee fully indemnified
and harmless against any demands, claims, actions, or proceedings, by any other person
in respect of quiet and peaceful possession and use of the Leased Premises by the Lessee.

50. The Lessor shall ensure that there shall not be any interference with the peaceful and
quiet possession, use and enjoyment of the Leased Premises by the Lessee.

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MISCELLANEOUS:
51. If any provision of this Agreement or part thereof is rendered void, illegal or
unenforceable in any respect under any law, the validity, legality, and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

52. This Agreement constitutes the entire agreement between the Parties. It saves as
otherwise expressly provided no modification, amendment, or waiver of any of the
provisions of this Lease Deed shall be effective unless made in writing specifically referring
to this Agreement and duly signed by the Parties hereto.

53. All indemnities provided by the Lessor in this Agreement shall survive the termination or
expiry of this Agreement.

THE SCHEDULE ABOVE REFERRED TO:

Land with Survey No. 267 (14,000 sq. ft) located in KUNDANA, KARNATAKA – 562110 as shown
in Annexure B within the appropriate Registration District of Kundana.

The subject property is bounded as under:

NORTH – Chicken farm
SOUTH- School
EAST- Empty Land
WEST- Nursery

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement, in duplicate,
the day and year first hereinabove written.

SIGNED AND DELIVERED for and on

behalf of the within named Lessor
Dr Segar Arivazhagan

in the presence of
WITNESS

1. Name: Address: Signature:

2. Name: Address: Signature:

SIGNED AND DELIVERED for and on

behalf of the within named Lessee
Tailbuds Private Limited
By its Authorised Signatory
Mr Shreyash A

in the presence of
WITNESS

1. Name: Address: Signature:

2. Name: Address: Signature:

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Annexure A

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P a g e 13 | 18
P a g e 14 | 18
P a g e 15 | 18
Annexure B

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Annexure C
Notice: Breach of Lease Deed

[TO]

[FROM]

Date:

Subject: Breech of lease deed

Dear Sir/Madam,

This is to bring to your notice that there is a breech in our Lease Deed (“Agreement”) relating to
point number ______ . Please rectify this breach as soon as possible to continue our Agreement in
good faith.

Details of the breech:

Regards

[Notice Sender’s signature & stamp if applicable]

[ Notice Sender]

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Annexure D
Notice: Termination of Lease Deed

[TO]

[FROM]

Date:

Subject: Termination of Lease Deed

Dear Sir/Madam,

This is to bring to your notice that our Lease Deed (“Agreement”) shall be terminated on ______ .
The land will be handed over as is/after it is brought to original condition as agreed. The clause No
11 will be applicable until the security deposit is settled.

Reason for termination (not required for Lessee):

Details of the breech if applicable (reference to the breech of lease deed notice served):

Regards

[Notice Sender’s signature & stamp if applicable]

[ Notice Sender]

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