LEAVE AND LICENSE AGREEMENT

This Leave and License Agreement (“Agreement”) is made at Mumbai

on this ____ day of_____________, 2023.

BY AND BETWEEN

RUPA RENAISSANCE LIMITED (CIN-U70102MH2015PLC271060), a

company incorporated under the provisions of the Companies Act, 2013
and having its registered office at 401, Rupa Plaza, Jawahar Road,
Ghatkopar (East), Mumbai- 400077, hereinafter called “the Licensor”
(which expression shall unless it be repugnant or contrary to the
meaning thereof shall mean and include its successors and permitted
assigns) of the ONE PART;

AND

TOKHEIM INDIA PRIVATE LIMITED (CIN No.

U29299MH2004PTC14279) a company incorporated under the
provisions of the Companies Act, 1956 having its registered office at
Sec-2, Building No. 2, Plot No. 66, TTC Industrial Area, MIDC, Mahape,
Navi Mumbai – 400 710, hereinafter called “the Licensee” of the
OTHER PART.

The Licensor and the Licensee are hereinafter collectively referred to as

the “Parties” and individually as the “Party”.

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WHEREAS:
A. The Licensor is the absolute owner of and is in quiet, vacant, and
peaceful possession of the IT/ITES Premises bearing Unit No. 1801
admeasuring 18,550 square feet usable carpet area (“Usable Carpet
Area”), and 25,980 square feet of chargeable area (“Chargeable Area”),
on the 18th Floor, (hereinafter referred to as “the Licensed Premises”)
in the building known as ‘Rupa Renaissance’, (“Building”) situated at
Plot bearing nos. D-33, D-207, Juinagar, MIDC Road, TTC Industrial
Area, Navi Mumbai 400 705, Maharashtra, India. The Licensed
Premises is more particularly described in the Schedule I hereunder
written. The floor plan of the Licensed Premises is annexed hereto as
Annexure - I.

B. The Licensee is a company inter alia engaged in the business of

Information Technology and Information Technology Enabled Services
(“IT/ITES”).

C. The Licensee has sought permission from the Licensor to use and
occupy the Licensed Premises on Leave and Licensee basis, for IT/ITES
purpose (“Permitted Business”), which the Licensor has agreed to on
the terms and conditions contained herein.

D. The Licensor represents that it is seized and possessed of and is

absolutely entitled to the Licensed Premises and that the Licensor has
permitted the Licensee to use the Licensed Premises for the Permitted
Business subject to compliance of this Agreement.

E. The Licensee agrees to pay the Licensor license fees and other charges,
more particularly set out hereafter in this Agreement for the use of the
Licensed Premises.

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NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY
AND BETWEEN THE PARTIES HERETO AS UNDER:

1. LICENSED PREMISES

1.1. The Licensor hereby grants on Leave and License basis to the Licensee
and the Licensee hereby accepts on leave and license basis from the
Licensor, the license to use and occupy the Licensed Premises viz., Unit
No. 1801 admeasuring 18,550 square feet usable carpet area (“Usable
Carpet Area”), and 25,980 square feet of chargeable area (“Chargeable
Area”), on the 18th Floor, (hereinafter referred to as “the Licensed
Premises”) in the building known as ‘Rupa Renaissance’, (“Building”)
situated at Plot bearing nos. D-33, D-207, Juinagar, MIDC Road, TTC
Industrial Area, Navi Mumbai 400 705, Maharashtra, India. The
Licensed Premises is more particularly described in the Schedule I
hereunder written. The floor plan of the Licensed Premises is annexed
hereto as Annexure - I.

1.2. It is agreed by and between the Parties that the Usable Carpet Area of
the Licensed Premises shall be the area: (a) as measured from the inside
surface of the perimeter wall to the inside surface of the opposite
perimeter wall less the vertical penetrations of the floor for stairs,
elevators and risers forming part of the Licensed Premises, and (b) of all
toilets, air handling unit (“AHU”) rooms, columns, balconies, service
areas, electric rooms, exclusive lobbies, and any other area which are
enclosed for the exclusive use of the Licensee, shall form part of the
Usable Carpet area. Such area is inclusive of the areas permitted and
constructed under MIDC rules, and with or without taking into account
FSI calculations by paying a premium for such areas.

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2. LICENSE

2.1. The Licensee shall have a right to use and occupy the Licensed
Premises to carry out its Permitted Business during the Term (defined
below) of this Agreement, without any interruption from the Licensor or
any third party, strictly in accordance with the terms and conditions
stated in this Agreement (“License”).

2.2. The Licensor has and shall always continue to have exclusive
possession and control of the Licensed Premises at all times, as an
owner of the Licensed Premises. It is the common intention of both the
Parties that the Licensee is permitted to use and occupy the Licensed
Premises under this Agreement and that no right of tenancy or lease or
any other nature whatsoever is created in the Licensed Premises.

2.3. It is the common intention of both Parties that anything contained

herein shall not be deemed to mean or include and shall not be
construed to create any right, title or interest for any tenancy, lease or
any right of any other nature whatsoever in favour of the Licensee in
respect of the Licensed Premises or any part of the Building and the
Licensee does hereby specifically covenant with the Licensor that it only
has permissive right to use the Licensed Premises as a Licensee as
provided herein and this is the essence of this Agreement.

2.4. The Licensee agrees to abide by all the rules and regulations formulated
for the management of the Building, more particularly set out in
Annexure - III hereunder.

3. TERM

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3.1 Subject to the terms of this Agreement, the License granted herein by
the Licensor to the Licensee, shall be valid for a term of sixty (60)
months, commencing from the expiry of the Fit-out Completion Date
(defined below) (“Commencement Date / License Fee
Commencement Date”) until 14th October, 2028 (“Term”).

3.2 The Parties may renew this Agreement on the expiry of the Term,
subject to the Licensee informing to the Licensor in writing of its
intention to renew this Agreement, three (3) months prior to the expiry
of the Term. The Parties shall thereupon execute and register a fresh
leave and license agreement in respect of the Licensed Premises, on the
terms and conditions as may be mutually agreed between the Parties.

4 LICENSE FEE

4.1. The Licensee shall pay to the Licensor, the License Fee at the rate of
INR 84.50/- (Indian Rupees Eighty-Four and Fifty paise only) per
square feet per month on the Chargeable Area of the Licensed Premises
payable in advance on the 7 th (seventh) day of every calendar month
(“License Fee”).

4.2. The License Fee shall be subject to an escalation of fifteen percent (15%)
on expiry of three (3) years from the Licensee Fee Commencement Date.

4.3. During the subsistence of the Term, the Licensee shall pay to the
Licensor the License Fee, in the manner as particularly mentioned
hereinbelow:

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a) INR 21,95,310/- (Indian Rupees Twenty-One Lakh Ninety-Five
Thousand Three Hundred and Ten Only) per month for the period from
15th November, 2023 to 14th October, 2024.
b) INR 21,95,310/- (Indian Rupees Twenty-One Lakhs Ninety-Five
Thousand Three Hundred and Ten Only) per month for the period from
15th November, 2024 to 14th October, 2025.
c) INR 21,95,310/- (Indian Rupees Twenty-One Lakhs Ninety-Five
Thousand Three Hundred and Ten Only) per month for the period from
15th November, 2025 to 14th October, 2026.
d) INR 25,24,607/- (Indian Rupees Twenty-Five Lakhs Twenty-Four
Thousand Six Hundred and Seven Only) per month for the period from
15th November, 2026 to 14th October, 2027.
e) INR 25,24,607/- (Indian Rupees Twenty-Five Lakhs Twenty-Four
Thousand Six Hundred and Seven Only) per month for the period from
15th November, 2027 to 14th October, 2028.

4.4. In addition to the payment of the aforesaid License Fee, the Licensee
shall also bear and pay the Goods and Service Tax (GST), and other
appropriate taxes in respect of use of the Licensed Premises. If in future
there is any increase or decrease in Goods Service Tax (GST) or any
such charges or if any new tax is levied in respect of this Agreement,
then the same shall be borne and paid by the Licensee. In the event of a
decrease in any of these taxes, the benefit of such decrease shall also
remain with the Licensee.

4.5. The Licensor shall raise an advance invoice for the payment of the
License Fee on the 1st (first) day of each calendar month and the
Licensee shall pay the License Fee to the Licensor on or before the 7 th
(seventh) day of each calendar month. The Licensee shall pay the
Licensee Fee to the Licensor only upon receipt of the invoice or any kind

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 of documentary evidence on the aforesaid date from the Licensor. Any
delay in payment of the License Fee, the Licensee shall be liable to pay
interest @ 18% p.a on the same. It is further agreed between the Parties
that if the delay in payment of the Licensee Fee is due to any reasons
attributable to the Licensor, then the Licensee shall not be liable to pay
any interest as mentioned hereinabove. If the Licensee fails to pay the
License Fee for any reasons beyond the control of the Licensee, then the
Licensee shall pay the same within a period of next seven (7) days and
the Licensor shall not charge any interest on the same.

5 LOCK IN PERIOD AND NOTICE PERIOD

The Parties shall not be entitled to terminate this Agreement for the
entire Term of this Agreement (“Lock-in Period”). If the Licensee
chooses to terminate this Agreement (save and except for the reasons
attributable to the Licensor) or if the Licensor terminates this
Agreement on account of Material Breach by the Licensee (not owing to
any reasons attributable to the Licensor), at any time before the expiry
of the Lock-in Period, in accordance with this Agreement, the Licensee
shall be liable to pay to the Licensor, the License Fee for the unexpired
Lock-in Period. The Licensee shall be liable to pay the said amount
within a period of thirty (30) days from the date of such written notice
for termination.

6 HANDOVER DATE & FIT-OUTS

6.1 The Licensor shall handover the peaceful, quiet, and vacant charge of
the Licensed Premises to the Licensee on the execution and registration
of this Agreement (“Handover Date”).

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6.2 Fit-Out Works: It is agreed between the Parties that the Licensor shall
carry out fit out work within the Licensed Premises, as per the
specifications provided by the Licensee, details whereof are more
particularly mentioned in Annexure - II herein (“Fit-Out Works”). The
Licensor shall carry out the Fit-Out Works within a period of sixty (60)
days from the Handover Date (“Fit Out Period”) as per the approved
plans, specifications and various fittings and fixture as specified in
Annexure - II herein and the same shall be completed on or before 13 th
November, 2023 (“Fit-Out Completion Date”). The Specifications as
mentioned in Annexure - II herein shall be approved by the Parties
before the date of execution of this Agreement.

6.3 If the Licensor fails to complete the Fit-Out Works on or before the Fit-
Out Completion Date, then the Licensor shall be entitled to a grace
period of fifteen (15) days from the Fit-out Completion Date (“Grace
Period”). If the Licensor fails to complete the Fit-Out Works after the
expiry of the Grace Period, then the Licensor shall be liable to pay INR
10,000/- (Indian Rupees Ten Thousand Only) per day as penalty thereof
till the date of actual completion of the same to the satisfaction of the
Licensee. In the event, the Licensor exercises the option of Grace Period,
the Commencement Date/ Licensee Fee Commencement Date shall
automatically stand extended for such duration and during such
period, the Licensee shall not be liable to pay any License Fee to the
Licensor.

6.4 The Licensor shall five (5) days prior to the Fit-Out Completion Date,
intimate the Licensee for conducting a joint-inspection of the Fit-Out
Works undertaken within the Licensed Premises by the Licensor. Upon
completion of the joint inspection, the Licensee shall enlist the defects/
damages of the Fit-Out Works which are inconsistent with the
specifications as mentioned in Annexure – II hereunder (“Fit-Out

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 Defects”). The Licensor shall, within a period of 14 days of the
written/email intimation by the Licensee of such Fit-Out Defects, rectify
such damages/defects at its own cost.

6.5 It is further agreed between the Parties that for the aforementioned Fit-
Out Works, the Licensee shall be liable to pay to the Licensor, an
amount of INR 27.5/- (Indian Rupees Twenty Seven and Fifty paise
only) per square feet per month on Chargeable Area of the Licensed
Premises (subject to an escalation of 15% on the expiry of three (3)
years from the License Fee Commencement Date) and the
aforementioned amount has been included in the License Fee. The
Parties hereby agree that until the expiry of the Fit-out Completion
Date, the Licensee shall not be obliged to make payment of any
additional cost, charges, fees, including the License Fee.

6.6 The Licensor shall be liable to rectify the damages/ defects in the Fit-
Out Works, brought to the notice of the Licensor, for a period of 1 (one)
year from the Fit-Out Completion Date. The Licensor shall rectify the
damages/defects in the Fit-Out Works within a period of thirty (30) days
from the date of intimation of the same by the Licensee. It is further
agreed between the Parties that if the Licensor fails to rectify the
aforementioned damages/ defects within a period of thirty (30) days,
then the Licensee shall be entitled to rectify such defects and intimate
the same to the Licensor (along with documentary proof thereof) and the
Licensor shall reimburse such amounts within a period of thirty (30)
days of such intimation. In case the Licensor fails/unable to make the
payment within the aforementioned period of thirty (30) days then the
Licensee shall be entitled to deduct such amounts incurred from the
Licensee Fee.

6.7 Maintenance of the Fit-Out Works:

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 The Licensee shall bear the responsibility for the wear and tear of the Fit-
Out Works. This includes any necessary repairs or replacements due to
normal usage or deterioration during the Term. On the other hand, the
Licensor shall assume the responsibility for the periodic maintenance of
the Fit-Out Works. This includes routine maintenance and upkeep to
ensure the proper functioning and appearance of the Fit-Out Works
throughout the license period. Both parties agree to cooperate in a
reasonable manner to address maintenance and repair needs promptly.

(VP Comment:- Please provide inputs pertaining to AHU.)

7 CAR PARKING SPACES

The Licensor shall provide to the Licensee, thirty-eight (38) dedicated

car parking spaces within the Building throughout the Term, in
accordance with the terms outlined herein. The car parking shall
comprise of the following: (i) the Licensor shall allocate thirty-two (32)
car parking slots to the Licensee without any charges, and (ii) the
Licensor shall provide six (6) car parking slots which shall be
chargeable @ INR 5,000/- (Indian Rupees Five Thousand only) per
parking space per month (“Car Parking Charges”). The Car Parking
Charges will remain constant and will not be subject to annual
escalation. During the Term, in case any additional car parking space(s)
is/are required by the Licensee, the same shall be provided to the
Licensee by the Licensor (“Additional Car Parking Space”) which shall
be charged separately, at the same rate as that of the Car Parking
Charges. In addition to the aforesaid, the Licensee shall also pay the
Goods Service Tax (GST), if applicable on the Car Parking Charges.

8 COMMON AREA MAINTENANCE CHARGES (CAM CHARGES)

The Licensor shall provide certain facility/maintenance services in

respect of the common areas and amenities in the Building, more
particularly described in Annexure - IV (Common Areas and Amenities)

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 (“CAM Areas”). It is agreed between the Parties that the Licensee shall
pay to the Licensor or its nominees/ the maintenance agency from the
License Fee Commencement Date, common area maintenance charges
of INR 8/- (Indian Rupees Eight Only) per square feet per calendar
month on the Chargeable Area of the Licensed Premises or on actuals
(and as paid by the other tenants within the Building) (“CAM Charges”).
The Licensor shall raise an advance invoice by 1st (first) day of each
calendar month in advance and the Licensee shall pay the said amount
towards CAM Charges to the Licensor or its nominees/ the maintenance
agency in advance on or before the 7 th (seventh) day of every calendar
month.

9 UTILITY CHARGES, ETC.

9.1 In addition to the payment of the amounts as set out hereinabove, the
Licensee hereby agrees to pay, on and from the License Fee
Commencement Date to the Licensor/ concerned authorities/ utilities/
service providers, as the case may be, charges for any services availed
by the Licensee in the Licensed Premises (“Utility Charges”), including
but not limited to the following:

9.1.1 Telephone charges and rentals: shall be paid by the Licensee to

the service provider in respect of separate telephone lines,
leased lines, and any other telecommunications/ internet
/audio visual infrastructure /services /facilities etc., installed
by the Licensee, as per invoices raised by the service provider;

9.1.2 Electricity charges: shall be paid by the Licensee to the service

provider in respect of the electricity consumed within the
Licensed Premises at actuals as per invoices raised by the

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 power supply company. Further all taxes, duties, rates, cess,
costs, deposits, and charges for the supply of electricity as are
levied by the power supply company shall be borne and paid by
the Licensee (including any deposit to be paid to the power
supply company.)

9.1.3 Chilled Water Charges: The Licensee shall bear and pay chilled
water charges as per the BTU meter installed for the said
Licensed Premises and the bills raised by the Licensor or its
nominee / the maintenance agency. The Licensee shall pay the
chilled water charges to the Licensor or its nominee / the
maintenance agency within 7 (seven) days from the date of
receipt of the invoice raised by the Licensor / maintenance
agency.

9.1.4 Other Utility Charges: shall include consumption of diesel for

DG backup which shall be charged at actuals on open book
basis consumption and can be monitored by individual meters.

9.2 The periodic maintenance of the AHU shall be the sole responsibility of
the Licensor.
VP Comment:- Please see the deletion in the comment
10 PROPERTY TAX

It is agreed between the Parties that the property taxes (including any
increase thereof) in respect of the Licensed Premises shall be borne and
paid by the Licensor.

11 MIDC PREMIUM/ SUB LETTING CHARGE

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 The Licensor shall bear the Sub-letting or leave and license charges
payable to MIDC with respect to this transaction.

12 OTHER TAXES

The Licensee shall, in addition to the GST, taxes, charges, etc., payable
by the Licensee under the terms of this Agreement, shall further be
liable to pay such other taxes, cesses, charges and levies as may be
applicable from time to time, in accordance with the laws of the
concerned local/ state / central government.

13 TDS

The Licensee shall deduct tax at source (“TDS”) under the Income Tax
Act, 1961 on the payment of the License Fee and other applicable
payments as per prevailing rates and pay the tax so deducted to the
concerned tax authorities within the prescribed period and issue the
necessary tax deduction certificate/s to the Licensor, failing which the
Licensee shall be liable for the payment of the interest and/or penalty
levied by the authorities. However, in the event if such default
continues for a period of 60 days it shall amount to Material bBreach of
this Agreement entitling the Licensor to its rights and remedies as
provided herein. In the event of a lower TDS exemption has been
obtained by the Licensor, the Licensee shall co-operate and deduct TDS
at such lower rates, upon furnishing of necessary certificate / order to
the Licensee.

14 INTEREST

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 The Licensee shall be liable to pay interest at the rate of 18% p.a. for
delay or default in making payments of the License Fee and CAM
Charges payable under this Agreement from their respective due dates
till the date of actual payment. The Licensor shall be at liberty to apply
and adjust any sums received from the Licensee towards accrued
interest in the first instance and the balance thereof towards any other
amounts. All amounts deposited by the Licensee shall be appropriated
as stated in this Agreement. In event of any payment being deposited
after expiry or termination of this Agreement, the same shall be without
prejudice and on account.

15 SECURITY DEPOSIT

15.1 The Licensee hereby agrees to deposit with the Licensor a sum
equivalent to six (6) months License Fee amounting to INR
1,31,71,860/- (Indian Rupees One Crore Thirty-One Lakh Seventy-One
Thousand Eight Hundred and Sixty only) as an interest free refundable
security deposit (hereinafter referred to as “Security Deposit”) and the
same has been deposited with the Licensor as follows:
(a) The Licensee has prior to the execution hereof deposited with the
Licensor a sum of INR 63,91,080/- (Indian Rupees Sixty-Three
Lakh Ninety-One Thousand and Eighty only) (the receipt whereof
the Licensor hereby admits and acknowledges).
(b) The Licensee has simultaneously upon execution hereof has
deposited with the Licensor the balance sum of INR 67,80,780/-
(Indian Rupees Sixty-Seven Lakh Eighty Thousand Seven Hundred
and Eighty only) (the receipt whereof the Licensor hereby admits
and acknowledges).

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15.2 The above Security Deposit, deposited with the Licensor is an interest
free refundable security deposit to ensure performance of all the
Licensee's obligations towards the Licensor and for due observance and
performance of the terms and conditions of this Agreement by the
Licensee. In the event of any non-payment of any amounts due and
payable by the Licensee under this Agreement, the Licensor shall be
entitled to deduct such unpaid amounts (subject to prior written
intimation to the Licensee along with documentary proof) from Security
Deposit, in addition to and without prejudice to any other
rights/remedies/claims that the Licensor may have / pursue. If any
amount of Security Deposit is utilized/adjusted by the Licensor against
unpaid dues or against any compensation towards damages caused by
the Licensee to the Licensed Premises, then the Licensee shall forthwith
within seven (7) days on being called upon by the Licensor, replenish
the utilized/ adjusted amount of Security Deposit such that at all times
an amount as mentioned herein is kept as Security Deposit with the
Licensor.

15.3 Upon Termination and/ or expiry of this Agreement, the Licensor shall
simultaneously with the handover of the quiet, vacant and peaceful
charge of the Licensed Premises, refund to the Licensee, the Security
Deposit.

15.4 Upon termination or earlier determination of this Agreement, if the

Licensor fails to refund the Security Deposit despite the Licensee being
ready and willing to handover the vacant and peaceful charge of the
Licensed Premises, then (i) the Licensee shall be entitled to exclusive
use of Licensed Premises without making any payments whatsoever,
under the terms of this Agreement (including License Fee) till refund of
the Security Deposit and (ii) the Licensee shall be entitled to receive

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 interest @18% p.a. from such date as the Licensee may in writing
indicate its readiness and willingness to handover the vacant and
peaceful charge of the Licensed Premises till the date of realization of
such Security Deposit.

16 COVENANTS OF THE LICENSEE

The Licensee irrevocably covenants with the Licensor as follows:-

16.1. License policy: The Licensee do hereby agree, confirm and covenant
with the Licensor to observe and perform all the rules and regulations of
the Building, formulated by the management company which are made
applicable to all the occupants of the said Building (including the
Licensee herein) as specified in Annexure - III hereto.

16.2. Timely payments: The Licensee covenants that it shall promptly pay to
the Licensor the charges and fee payable by it under this Agreement.

16.2.1. The Licensee covenants that it shall be responsible and liable

for its own telecommunication, telephone, electricity, water and
other consumables costs which shall be paid directly to the
concerned service providers, as per the terms of this
Agreement.

16.2.2. The Licensee covenants that it shall not issue instructions to

its bankers for any reason whatsoever to stop payment of any
of the amounts payable by the Licensee under this Agreement.

16.3. Operating hours: The Licensee may carry out its Permitted Business
from the Licensed Premises 24 x 7 x 365 days (subject to the laws,
rules and regulations framed by the government/statutory authorities
and the same are to be adhered during the Term) at the sole

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 responsibility of the Licensee alone and the Licensor has no liability or
responsibility whatsoever in this behalf.

16.4. Regulatory Compliance: The Licensee covenants that it will obtain,

comply with and maintain full compliance throughout the Term, with
all licenses and regulatory permissions required (including all
applicable licenses under the relevant Bombay shops and
Establishment Act) and other licenses from various statutory
authorities and to comply with all applicable laws and statutory rules
and regulations for carrying out its Permitted Business from the
Licensed Premises. It is clarified that the Licensor has no liability or
responsibility whatsoever in this behalf including for obtaining any
permission and maintaining their validity for any prosecution or
ancillary act or penalty whatsoever and the Licensee is solely
responsible for obtaining the same and maintaining it in good
standing, at all times.

16.5. Interior Works and Renovation Work: The Licensee covenants not to
damage any of the internal walls, partition walls, flooring, and ceilings
of the Licensed Premises or any of the Fit-Out Works undertaken by
the Licensor therein and to use them properly and keep the same in
good order and condition (normal and reasonable wear and tear
excepted). The Licensor may permit the Licensee to carry renovation
work at the Licensee’s cost provided that such works shall not amount
to permanent change or result in structural changes / modification in
the Licensed Premises. The Licensee covenants to carry out such
renovations or interior work in accordance with the rules and
regulations of the Building set out in Annexure - III hereto, without in
any way damaging the main structure of the Licensed Premises or the
said Building. Further, if any such work requires prior approval or

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 permission of any Municipal Authority or any other local body or
Government Authority, the Licensee shall be solely responsible for
obtaining or complying with rules and regulations of such Municipal
Authority or local body or Government Authority. The Licensor shall,
at all times, render its assistance to the Licensee for obtaining such
permission(s).

16.6. Licensee's Permitted Business: The Licensee covenants that this

License is limited to carrying on its Permitted Business. The Licensor
will be responsible for getting the IT/ITeS Certificate (“IT/ITeS
Certificate”) required from MIDC/DIC (or any other body authorized
to do so) for occupation of the Licensed Premises by the Licensee
within a period of fifteen (15) days from the date of the execution and
registration of this Agreement. The Licensee shall provide all the
required documentation to the Licensor for making the necessary
application to MIDC/DIC (or any other body authorized to do so) and
for granting such IT/ITES Certificate in favour of the Licensee. In the
event if the Licensor fails to obtain the IT/ITeS Certificate within a
period of fifteen (15) days from the date of the execution and
registration of this Agreement, the Licensor shall forthwith refund (a)
the Security Deposit and (b) the stamp duty and registration charges
paid by the Licensee on this Agreement.

It is further agreed between the Parties that if the Licensor fails to

forthwith refund the Security Deposit, stamp duty and registration
charges to the Licensee, then the Licensor shall be liable to pay the
same along with interest @18% from the date of deposit/payment till
the date of refund of the same.

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16.7. Insurance: The Licensee covenants that it shall, as and to the extent
required under the applicable law or its policies, maintain insurance
for its property, goods, merchandise, furniture and fixtures, equipment
and appliances, personnel, etc., located in or working from the
Licensed Premises. The Licensee acknowledges that under no
circumstances will the Licensor be responsible or liable for any loss or
damage to the Licensee’s property, goods, merchandise, furniture and
fixtures, equipment and appliances, personnel, etc., in the Licensed
Premises except where such loss or damage arising out of any
negligence, failure or breach on the part of the Licensor or its
employees, agents or representatives. Further, the Licensee shall not
do any act whereby any policy of insurance in relation to the Licensed
Premises and / or the Building (including the Licensed Premises) may
become void or voidable or whereby the rate of premium thereon or on
any part of the Property may be increased.

16.8. Safety: The Licensee hereby covenants to maintain at all times the
highest standards of safety for life, equipment, and property. The
Licensee covenants that at all times it shall be solely responsible for
any loss, damage or injury caused to any property, material, or human
life that takes place due to any negligent action, inaction or
mismanagement which has occurred in the said Licensed Premises or
in the Building / complex where the Licensed Premises are located
directly in the manner including by way of fire, smoke, flow of water,
accidents, inflammable materials, chemicals and any other materials
due to any act or omission or commission by the Licensee, its
servants, employees, agents, customers and/or visitors and agrees and
undertakes to indemnify for all losses and damages caused to the
Licensor and shall keep the Licensor harmless and fully indemnified in
this regard.

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 16.9. The Licensee covenants that it shall not use or allow to be used or
permit to be used the Licensed Premises or any part thereof for any
illegal purposes (including possession, use, sale, distribution and / or
storage of any offensive, dangerous, inflammable or explosive
materials) immoral or improper purposes and shall not cause or
permit or suffer thereon or any part thereof of anything which may be
or become a nuisance or annoyance or cause damage or constitute
danger to the Licensor, Licensed Premises, or to the other occupants of
the Building.

16.10. The Licensee covenants that it shall not induct any third party or
purport to create any third party rights of any nature whatsoever in
the Licensed Premises or any part thereof and transfer or assign the
benefit of this Agreement to any third party or person, or enter into
any arrangement under any circumstances whatsoever and in any
manner whatsoever even by way of "office-in-office" or any other
manner, save and except the use of the Licensed Premises by the
wholly/fully owned subsidiary, sister concerns, group
companies/firms and affiliates.

16.11. The Licensee covenants that at no time during the Term, shall reduce
its paid-up equity capital to less than INR 1,00,00,000/- (Indian
Rupees One Crore Only). Notwithstanding anything contained
anywhere else in this Agreement in case the paid-up equity capital of
the Licensee is reduced below INR 1,00,00,000/- (Indian Rupees One
Crore Only) this Agreement would be deemed to be automatically
terminated one (1) week prior to such reduction in equity paid up
capital of the Licensee and the consequences of termination shall
apply.

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16.12. The Licensee covenants that neither the Licensee nor its servants,
employees, agents, customers and/or visitors in connection with the
business of the Licensee shall be permitted to bring in any illegal
goods and materials to the Licensed Premises and acknowledges that
the Licensor does not control the goods and materials that any
Licensee brings into the Licensed Premises and consequently the
Licensor has no liability or responsibility nor shall be vicariously liable
in any manner of whatsoever, in the event any adverse action is
initiated against any occupier including the Licensee by any
Government, Law enforcement agency including initiation of any
prosecution for the commission of any illegal or unlawful activities
(such as engaging in the business of use, storage, sale, distribution, of
narcotics, narcotic substances, illegal arms and / or any prohibited,
hazardous and banned material or imposition of any penalty or any
infraction, violation and / or infringement of the existing laws of the
country.

16.13. The Licensee covenants that the Licensor shall have the right to enter
the Licensed Premises or nominate representatives to enter the
Licensed Premises to inspect the Licensed Premises at any time during
business hours after giving to the Licensee 48 hours’ notice in writing
(with no notice in case of emergency) and without causing any
disruption of the business or activities of the Licensee.

16.14. The Licensee covenants that it shall not use any of the areas located
outside the Licensed Premises including but not limited to CAM Areas,
passages, parking areas, etc., in a manner to cause nuisance to the
other occupants of the Building including by changing flooring, putting
up signage, putting up any counter or table, or kiosk, playing music,
installing radio or wireless or television aerial or antenna or any
loudspeakers, screen or similar devices or equipment or any other

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 activity without the prior written permission of the Licensor / building
management company.

16.15. The Licensee covenants that it will undertake at its own costs,
maintenance and all routine repairs of the equipment and
installations, electrical panels, drainage lines, etc., (save and except
AHU) within the Licensed Premises, whether provided by the Licensor
or otherwise, on a regular basis. Save and except as stated otherwise,
the Licensee hereby confirms that the Licensor shall not be
responsible for any maintenance and repairs of such equipment /
installations within the Licensed Premises.

16.16. The Licensee covenants and agrees that, upon termination or earlier
determination of this Agreement and subject to refund of the Security
Deposit, the Licensee shall cease the use of the Licensed Premises and
remove all its employees, representatives and agents and all its
machines, equipment, furniture and fixtures, and other goods and
material therefrom without causing any damage to the Licensed
Premises (reasonable wear and tear excepted) and shall restore the
Licensed Premises to the state and condition, other than the
sanctioned renovations, in which the Licensed Premises is at present
and shall stop using the Licensed Premises and hand over vacant and
peaceful charge of the Licensed Premises to the Licensor.

16.17. The Licensee covenants that it shall be responsible for garbage

disposal to the designated points and cleanliness of the area
immediately around the Licensed Premises.

16.18. The Licensee covenants that the License Fee and all other amounts as
specified in this Agreement shall be payable by the Licensee even if
there are losses suffered by the Licensee in respect of its business

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 within the Licensed Premises and/or any other business / activities
carried on elsewhere.

16.19. The Licensee covenants that except as specifically provided in this

Agreement, the Licensor shall never be responsible or liable in any
manner whatsoever for any of the business liabilities or losses of any
nature whatsoever that may be suffered by the Licensee and that the
Licensor and the Licensee shall not be, or deemed to be, carrying on
any joint or common business, or joint venture or partnership, or
agency or any other like relationship, since this Agreement is a mere
leave and license agreement.

16.20. The Licensee covenants that it shall at all times remain a company in
good standing throughout the Term. Notwithstanding anything
contained in this Agreement, in the event that the Licensee is unable
to pay its dues and an application is filed before the National Company
Law Tribunal (“NCLT”), in the manner as stated under, the Licensor
shall have the following rights:

(i) In the event an application is filed by the Licensee itself declaring

insolvency under the relevant provisions of the Insolvency and
Bankruptcy Code, 2016 (“IBC”), the Licensor shall have the right to
terminate this Agreement, effective immediate on the date of the
filing of such an application; or
(ii) In the event an application is filed by any third party against the
Licensee, under the relevant provisions of the IBC, the Licensor
shall have the option to terminate this Agreement within seven (7)
days prior to the admission of such application by NCLT and the
consequences of termination as mentioned in this Agreement shall
apply. (VP Comment :- 16.20 (ii) needs further discussion)
(VP Comment:- Please take note of the deleted para in the comment)

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16.21. The Licensee covenants that it shall be liable for all business expenses
and statutory liabilities including goods and service tax, income tax,
etc., and any other cost, charges, expenses, duties and levies that may
be applicable for the effective functioning of the Permitted Business
from the Licensed Premises as per the relevant provisions of law for
the time being in force and the Licensor has absolutely no liability
whatsoever in this regard.

16.22. The Licensee agrees that the Building has various services for its
effective running and certain upkeep of the services would need the
representatives of the property management company to visit the
Licensed Premises on behalf of the Licensor with prior notice to the
Licensee and without affecting the day-to-day operations of the
Licensee.

16.23. In the event of the Licensor arranging with any bank or financial
institution for discounting the amount of License Fee receivable by it
under this Agreement against any financial assistance taken by the
Licensor from the said bank or financial institution, the Licensee,
upon receipt of written instructions from the Licensor to that effect,
shall pay the amount of the License Fee payable under this Agreement
to such bank or financial institution as the case may be in the manner
as may be directed by the Licensor. The Licensor hereby confirms and
agrees that such payment of the License Fee made by the Licensee to
such bank / financial institution shall be a proper, valid, and effective
discharge of the Licensee’s obligation for payment of the License Fee
under this Agreement and thereupon the Licensor shall have no claim
whatsoever against the Licensee.

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16.24. Save and except the proven damages/destruction caused by the
Licensor/its employees or its other tenants neglect or due to the
failure of the Licensor to comply with the obligations and covenants
stated hereunder, the Licensee shall not hold the Licensor responsible
or liable for any loss or damage suffered by the Licensee with respect
to the Licensee’s property. (VP Comment:- Rupa to confirm)

16.25. To perform and observe strictly the provisions hereof and the laws for
the time being in force and the rules, regulations, and bye-laws, of the
society and applicable to the Building in which the said Licensed
Premises is situated for the time being and from time to time in force.

16.26. To indemnify the Licensor against any actual loss or actual direct
damage that may be suffered as a result of a material breach of any of
the provisions herein contained or otherwise due to any act or conduct
of the Licensee, its staff, employees, servants and agents leading to
material breach of the provisions hereof or of law or of the rules and
regulations and written bye-laws of the society or any body incorporate
constituted.

16.27. The Licensee hereby covenants that, the Licensor shall not make any
deductions from the Security Deposit and License Fee, without giving
prior written intimation (along with documentary proof) to the Licensor
of such deduction.

17. COVENANTS OF THE LICENSOR

17.1. The Licensor declares that the Licensor’s possession, right, title, and
interest in respect of the Licensed Premises is clear, marketable and
free from all kinds of claims, demands, rights, and encumbrances of
any nature whatsoever. The Licensor is free to deal with the Licensed

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 Premises in such manner as it may in its own discretion deem fit and
proper including entering into this Agreement with the Licensee herein
contemplated without the prior written consent and/or confirmation
from any third party, whatsoever.

17.2. The Licensor declares that there are no suits or pending

proceedings/litigation before any court, tribunal or quasi-judicial
body, or authorities as on the date of these presents with respect to
the Licensed Premises. Further, there are no notices of any
attachment, either before or after judgement, pending in respect of the
Licensed Premises nor the same is subject to any attachment or
prohibitory order issued by any department of the State or Central
Government, other authorities, courts of law, tribunal or arbitrators,
whereby the Licensor is prevented or restrained from granting the
Licensed Premises under this Agreement.

17.3. The Licensor declares that the Licensor has paid all rates, taxes,
cesses, duties, assessments. and other outgoing payable, in respect of
the Licensed Premises, to the concerned government and/or other
authorities, till the date of the execution of this Agreement and shall
continue to pay the same till the expiry / earlier determination of the
Term. In the event, the Licensee is required to make payment towards
such payments attributable to the Licensor, the Licensee reserves its
right to deduct such amount from the License Fee payable to the
Licensor under this Agreement.

17.4. The Licensee declares that the Licensed Premises is constructed as per
plans duly approved by the MIDC and/or such other Authority/ies
and that until the date of the execution hereof, the Building/ License

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 Premises are compliant with the any rules/regulations/circulars
issued by the concerned authority.

17.5. The Licensor declares that it shall provide sufficient power required for
normal business use on the eighteenth (18th) floor up to the main
electrical supply point on that floor.

17.6. The Licensor confirms that all the outgoings payable by the Licensor
as per the terms of this Agreement shall be paid in a timely manner
and shall ensure that the continuous and peaceful use and occupation
of the Licensee is not disturbed during the entire Term of this
Agreement.

17.7. The Licensor shall co-operate and provide copies of all the necessary
and relevant documents/no-objection certificates relating to the
Licensed Premises as may be required by the Licensee for the purpose
of obtaining registration/licenses as may be required to carry-out the
Permitted Business from the Licensed Premises.

17.8. The Licensor shall obtain the IT/ITeS Certification from Maharashtra
Industrial Development Corporation /Directorate of Industries (or any
other body authorized to do so) for the use of the Licensed Premises by
the Licensee for Permitted Use.

17.9. The Licensor declares that it has insured the entire Building including
the Licensed Premises and shall be solely liable for the payment of the
insurance premium.

17.10. Save and except the proven damages/destruction caused by the

Licensee, the Licensor shall not hold the Licensee responsible or liable

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 for any loss or damage suffered by the Licensor with respect to the
Licensor’s property.

18. TERMINATION

18.1. The Licensee shall be entitled to forthwith terminate this

Agreement, if the Licensor fails to obtain the IT/ITeS Certificate
within a period of fifteen (15) days from the date of the execution
and registration of this Agreement.

18.2. The Licensee shall be entitled to terminate this Agreement (even

during the Lock-in Period) by giving a notice in accordance with
clause 18.4 below, in the event of breach of any covenants,
representations, warranties, terms and conditions by the Licensor
as provided in this Agreement during the Term.

18.3. The Licensor shall be entitled to terminate this Agreement (save and
except for the reasons attributable by the Licensor) by giving a notice in
accordance with Clause 18.4, below, in the event of a breach of Clause
numbers 4.3 & 4.4 (Licensee Fee), 5 (Lock-in Period), 8 (CAM Charges),
9.1.3 (Chilled Water Charges) 12 (Other Taxes), 13 (TDS) 14 (Interest)
and 15.2 (Security Deposit) and 16 (Covenants) by the Licensee under
this Agreement during the Term (“Material Breach by the Licensee”).

18.4. The affected Party shall give the notice to the Party in breach and the
Party in breach shall rectify such breach within a period of 30 (thirty)
days (“Cure Period”) from the date of such notice. Should such breach
be cured by the Party in breach within the Cure Period, then this
Agreement shall continue as envisaged herein. In case the Party in
breach fails to cure the breach within the Cure Period, then the Party

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 not in breach shall have the right to terminate this Agreement by
issuing a written notice to the Party in breach, as per the terms herein.

19. CONSEQUENCES OF TERMINATION AND/OR EXPIRY

19.1. If this Agreement is terminated by the Licensor due to Material Breach

by the Licensee, as mentioned in clause 18.3 hereinabove (after the
expiry of the Cure Period), then the Licensee shall be liable to pay to the
Licensor, the License Fee for the balance unexpired Lock-in Period/
Term of the Agreement within a period of 30 (thirty) days from the date
of termination and handover vacant position of the Licensed Premises
on the date of termination.

19.2. Simultaneously upon the termination of this Agreement, including

expiry by efflux of time, the Licensee shall forthwith remove its staff,
signage, stocks, goods & merchandise, equipment, furniture and
fixtures, other movable assets and properties etc., from the Licensed
Premises except the flooring, façade, false ceiling, wiring and cabling
installed by the Licensor, without in any way damaging the Licensed
Premises and hand over vacant and peaceful charge of Licensed
Premises to the Licensor and the Licensor shall simultaneously refund
the Security Deposit (after necessary deductions of unpaid amounts by
the Licensee under this Agreement). In the event that the Licensee fails
to comply with the above, the Licensee shall be deemed to be in illegal/
unauthorized use of the Licensed Premises.

19.3. On termination of this Agreement, the Licensee shall handover the

Licensed Premises and upon such handover of the Licensed Premises by
the Licensee to the Licensor, subject to clause 19.1, the Licensor shall
have no claims, monetary or otherwise, against the Licensee, with
respect to the condition of the Licensed Premises.

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19.4. If upon expiry or termination of this Agreement, the Licensor is ready
and willing to refund the Security Deposit and has intimated its
intention to the Licensee in writing to that effect, but the Licensee
delays or fails to hand over vacant and peaceful charge of the Licensed
Premises, then without prejudice to any other rights and remedies the
Licensor may have in accordance with the provisions of this Agreement
or at law or in equity, the Licensee will be considered to be in illegal and
unauthorized occupation and a trespasser in the Licensed Premises and
shall be liable to pay an additional compensation [being two (2) times
the last paid License Fee] per month (hereinafter referred to as the
“Compensation”) till such time the Licensee has handed over the
vacant and peaceful charge of the Licensed Premises to the Licensor.
The Licensee agrees and undertakes that the above additional
Compensation paid by it is by way of compensation and/ or mesne
profits and/ or liquidated damages only, which is not in the nature of
penalty, but only is a pre-determined reasonable compensation. This
right is cumulative and is in addition to any other rights and remedies
the Licensor may have in accordance with the provisions of this
Agreement or at law or in equity. In addition to the compensation to be
paid by the Licensee as mentioned above, the Licensee shall regularly
pay the CAM Charges as may be applicable during their unauthorized
occupation in the said Licensed Premises. The Licensee shall be
responsible for all expenses incurred by the Licensor, including legal or
any other expenses arising from the aforementioned circumstances.

19.5. In case of termination of this Agreement by the Licensee in accordance

with Clause 18.1, the Licensor shall forthwith refund (a) the Security
Deposit and (b) the stamp duty and registration charges paid by the
Licensee on this Agreement. It is further agreed between the Parties that
if the Licensor fails to forthwith refund the Security Deposit, stamp duty

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 and registration charges to the Licensee, then the Licensor shall be
liable to pay the same along with interest @18% from the date of
deposit/payment till the date of refund of the same.

19.6. In case of termination of this Agreement by the Licensee in accordance

with Clause 18.2, above and after the expiry of the Cure Period as
mentioned in Clause 18.4, the Licensee shall have an option to
terminate this Agreement and upon such termination, the Licensor
shall simultaneously with the handover of the quiet, vacant and
peaceful charge of the Licensed Premises, refund the Security Deposit,
after deducting the amount as permissible under this Agreement.

19.7. In case if the Licensee is ready and willing to hand over the vacant
charge of the Licensed Premises on termination or early determination
of this Agreement and the Licensor is unable to refund the Security
Deposit, then (i) the Licensee shall be entitled to exclusive use of
Licensed Premises without making any payments whatsoever, under the
terms of this Agreement (including License Fee) till the date of refund of
the Security Deposit and (ii) the Licensee shall be entitled to receive
interest @18% p.a. from such date as the Licensee may in writing
indicate its readiness and willingness to handover the vacant and
peaceful charge of the Licensed Premises till the date of realization of
such Security Deposit.

20. FORCE MAJEURE

20.1. No Party shall be liable for any failure or delay in performance of its
obligations hereunder if such failure or delay is caused by any act of
god including storm, floods, earthquake or lightning, war, hostilities,
terrorist acts or riots, governmental mandates, circulars, notices,
orders or state of emergency declared by the governmental authorities,

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 or any other irresistible force beyond the control of the Parties hereto
(“Force Majeure Events”).

20.2. In the event that the Licensed Premises or any part thereof is
destroyed or damaged partially or otherwise and therefore becomes
unfit for occupation or the Licensee is unable to conduct its Permitted
Business due to a Force Majeure Event, the Licensee shall notify in
writing the Licensor in respect thereof. It is agreed between the Parties
that the Licensor shall restore the Licensed Premises to render the
Premises fit for use within a period of 30 (thirty) days from the expiry
of the Force Majeure Event. During the aforementioned period of
restoration, the Licensee’s obligations under this Agreement,
including the payment obligations shall stand suspended.

20.3. In the event the Force Majeure Event continues for a period of sixty
(60) days and/ or the Licensee is unable to function from or is
restricted from having uninterrupted access to the Licensed Premises
for a continuous duration of sixty (60) days, then the Licensee at its
option shall have the right to terminate this Agreement, by giving
notice of seven (7) days to that effect and on the expiry of the said
notice period, this Agreement shall stand terminated effectively and
the Licensor shall refund the Security Deposit simultaneously upon
the Licensee handing over vacant and peaceful possession of the
Licensed Premises, with the expiry of the aforementioned period of
seven (7) days.

21. MISCELLANEOUS

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21.1. The Licensee shall use the Licensed Premises as bare Licensee only
and such use shall cease forthwith on efflux of time or upon sooner
determination of this Agreement.

21.2. The Licensor shall be entitled to sell the said Licensed Premises to any
other person /entity (save and except the competitor of the Licensee)
subject to the purchaser agreeing to adhere to all of the terms and
conditions of this Agreement including the Lock -in period. The
Licensee shall after receiving intimation in writing from the Licensor of
the same shall thereafter pay the License Fee in respect of the said
Licensed Premises to the purchaser/new licensor of the said Licensed
Premises as per the same terms and conditions mentioned in this
Agreement. The Licensor absolves the Licensee from all rights and
obligations under this Agreement from such date that the new licensor
takes over all rights and obligations of the Licensor and the Licensee
commences payment to the purchaser/ new Licensor the License Fee
in respect of the said Licensed Premises. The rights and obligations of
the Licensee shall be undisturbed.

21.3. Nothing herein contained shall be construed as creating any right,

interest, tenancy or sub-tenancy (statutory or otherwise) whatsoever in
favour of the Licensee in or over or upon the Licensed Premises or any
part thereof or as transferring any interest therein in favour of the
Licensee other than the permissive right to use granted. The Licensor
shall be in exclusive possession and in full control of the Licensed
Premises at all times and the Licensee shall be merely in use thereof. It
is the express intension of the Parties hereto that this Agreement shall
be a mere and bare license. The Licensee shall use the Licensed
Premises as bare Licensee only and such use shall cease forthwith on
efflux of time or upon sooner determination of this Agreement.

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21.4. The Licensor has no objection to the Licensee putting up the signage
on the entrance wall of the Licensed Premises.

21.5. All notices required to be served by either of the parties hereto upon
the other shall be deemed to have been duly and effectually served if
delivered by hand/addressed by Registered A.D. post/ under
Certificate of Posting at the address of the recipient set out hereunder
or such other address as the Parties may notify each other and such
services shall be deemed to have been effected in the case of delivery
by hand on the date on which it is so delivered and in the case of
delivery by Registered A.D. Post on the date of receipt as shown on the
A.D Form and 72 hours from the date of Certificate issued by Post
Office in case of notice being served Under Certificate of Posting.

To The Licensor:
M/s. Rupa Renaissance Limited
401, Rupa Plaza,
Jawahar Road, Ghatkopar (E)
Mumbai 400077,
Maharashtra, India
Contact Person: Mr. Rounak Desai
Email ID: rounakdesai@rupaproperties.com

To The Licensee:
M/s. Tokheim India Private Ltd.
Sec-2, Building No. 2, Plot-gen66, TTC Industrial Area,
Mahpe, Navi Mumbai - 400710
Contact Person: Mr. Subrata Mahapatra
Email ID: Subrata.mahapatra@doverfs.com

Page 34 of 46
21.6. The headings of the several clauses and sub clauses of this Agreement
are intended for convenience only and shall not in any way affect the
meaning or construction of any provision therein.

21.7. Earlier Discussions Superseded:

The Parties hereto acknowledge, agree, admit, confirm and declare that
this Agreement constitutes the entire agreement between the Parties
and supersedes and revokes all prior oral or written agreements,
understandings, communications, dealing and transaction between
them, if any, including all oral or written proposals (including Letter of
intent dated 21st August, 2023). This Agreement shall not be changed,
amended, rectified or modified except by a mutually written agreement
duly executed and registered with the sub-registrar of assurances by
the Parties.

21.8. No Waiver:
No forbearance, indulgence, relaxation or inaction by any Party hereto
at any time to require performance of any of the provisions of this
Agreement shall in any way affect, diminish or prejudice the right of
such Party to require performance of that provision and any waiver or
acquiescence by any Party hereto of any breach of any of the provisions
of this Agreement shall not be constructed as a waiver or a
acquiescence of any right under or arising out of this Agreement, or
acquiescence to or recognition of rights and/ or position other than as
expressly stipulated in this Agreement.

21.9. Validity Agreement Even If Any Clause Void:

If any provisions of this Agreement shall be determined to be void or
unenforceable, such provision shall be amended or deleted in so far as
is reasonably consistent with the provisions of this Agreement and the

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 intent of the Parties herein and to the extent necessary to conform to
applicable law and the remaining provision of this Agreement shall
remain valid and enforceable in accordance with their terms.

21.10. Costs:
All costs, charges, expenses, etc. towards stamp duty and registration of
this Agreement, etc. as the case maybe shall be borne by both the
Parties equally.

21.11. Counterparts:
This document is executed in one original and one counterpart, all of
which taken together shall constitute one agreement only. The original
of this Agreement shall be retained by the Licensor and the counterpart
shall be retained by the Licensee.

21.12. Jurisdiction And Dispute Resolution:

21.12.1. In the event on any dispute, difference, controversy or claim

arise between the Parties hereto out of or in relation to or in
connection with this Agreement, or its breach, termination,
effect, validity, interpretation or application save and except
relating to recovery of vacant charge by the Licensor from the
Licensee upon the expiry or early determination of this
Agreement, shall be resolved by arbitration.

21.12.2. The Parties shall mutually appoint a sole arbitrator, in the

manner and in accordance with the provisions of the
Arbitration and Conciliation Act, 1996 and the rules made
thereunder. In the event the Parties are unable to appoint the
an arbitrator by mutual agreement, within 15 (Fifteen) days of

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 serving the notice for arbitration, the arbitration shall be
conducted by an arbitral tribunal comprising of three (3)
arbitrators, wherein one (1) arbitrator shall be appointed by
the Licensor and one (1) arbitrator shall be appointed by the
Licensee and the two (2) arbitrators so appointed shall appoint
the third (3rd) arbitrator. The venue, place and seat of
arbitration shall be Mumbai, Maharashtra. The language of the
arbitral proceedings shall be English, and the award passed by
the arbitrator shall effective and binding on both the Parties.
The Parties hereby agree that the cost of the arbitration shall
be borne by the Parties equally.

21.12.3. Subject to Clause 21.12.1 and Clause 21.12.2 this Agreement

shall be governed under the laws of India and the courts in
Mumbai shall have exclusive jurisdiction to try any matter
arising out of this Agreement.

SCHEDULE I
(Description of the Licensed Premises)

|| Signature Page Follows||

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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 by the within named "LICENSOR" )

RUPA RENAISSANCE LIMITED )
through its Director Mr. Rounak Desai )
authorized vide Board Resolution dated _______ )
in the presence of... )

1.

2.

Signed and Delivered by the within named "LICENSEE" )

Tokheim India Private Ltd. )
through its Director Mr. Subrata Mahapatra )
authorized vide Board Resolution dated _______ )
in the presence of... )

1.

2.

Page 38 of 46
 ANNEXURE - I

(Floor plan of Unit No. ____ of _____ floor)

Page 39 of 46
 ANNEXURE - II

(___________ specifications)

Page 40 of 46
 ANNEXURE - III

PROCESS NOTE ON DO’S AND DON’TS WHILE INSIDE RUPA RENAISSANCE

General

1. All employees should display/ wear ID cards around the neck while entering/
inside the premises.
2. All Baggage’s will be scanned & personnel may be frisked if required.
3. Alcohol bottles /cans / pouches are not permitted inside the premises. If
found material will be confiscated & fined. The confiscated material will not be
returned.
4. To maintain health and safety standards, no staff is allowed to eat / drink /
carry any eatables/ drinks/ tea/ coffee through elevators in open. Eating any
kind of food / beverages along staircase, lift lobby or inside lift is strictly
prohibited.
5. Smoking & Drinking of alcohol, chewing pan, Gutka, chew gum & spiting is
not allowed in the premises and offenders would be penalized.
6. During rush hours, kindly form a queue for the security checks at the staff
entrance & then in lift lobby for boarding the lift.
7. During the spot visit inside the premises, clients are requested to co-operate
with the Building security.
8. Employees are not allowed to sit on staircase, lift lobby, along glass side &
should avoid inconvenience to others.

Fit outs

1. Fit out work permission (work permit) for respective floor should be submitted
well before starting of the work with prior approvals.
2. Any work carried out inside the premises should hold a work permit that
needs to be availed from the building management at least 48 hrs. in advance.
3. Fit out security deposit of Rs. 50/- per sq. ft. (refundable) on saleable area
needs to be deposited before fit out work permit. The same will be refunded
after deducting damages if any.
4. During fit out work all labours, supervisors and contractors should have I.D
cards/ batches provided & displayed. The list of such contractors needs to be
shared in advance.
5. Contractors are required to log in their details in the log book available with
security near security desk along with the management authorized work
permit.

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6. Any fit-out work which involves noise like sound of drilling, demolishing,
cutter machine etc. will not be permitted during the operational hours. The
same will be permitted during night hours
7. The debris should be cleared from the premises on immediate basis rather
than keeping it dumped in the allotted area failing which will be penalized on
daily basis.
8. For any modification work with the sprinkler line , security deposit of
Rs.5000/- (refundable) and Rs.1000/- (non-refundable) will be charged and
the information for such modification has to be informed to building
management at least 7 days in advance. (Rs. 1000/- will be for draining and
refilling the line). If there are any damages to the sprinkler line or property
during modification work, the security deposit will not be refundable and if
required an additional cost will be shared with you depending upon the
damage to the property or our system.
9. Usage of common area (without approval) for office purpose is not allowed and
management reserves the right to remove the same.

Fire & safety

1. Use of LPG cylinders is prohibited inside the premises.

2. Tampering with the fire alarm system (pull station) is not permitted. No n
adherence will be fined.
3. Your fire system has to be integrated with the building fire systems as a
default process.
4. Emergency exit area, lift lobbies and stair cases to be kept clear at all times
for the fire and safety purpose/ evaluation.
5. Building Management should be informed well in advance for any fire drill or
fire training conducted inside / outside the premises. (at least 7 days in
advance)
6. No materials should be stored inside AHU/ electrical panel rooms &
unauthorized terrace areas.
7. Explosives are not permitted inside the premises.
8. Façade Emergency exit doors within the area should always be kept close.
Throwing of empty packets, plastic or any other material from stair case
window/ open terrace is not permitted.
9. Building Management is authorized to conduct fire & safety audit inside your
office premises including the AHU Room, server Room, Electrical panel room,
store back office etc. at any point of time. Request you to kindly co-operate as
this is for the safety of all personals & assets.
10. You are required to submit the electrical inspection report annually for your
internal electrical fit outs to building management.

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11. Cooking of food inside the premises is not permitted. All kitchens / café area
(heating area) should have proper hoods/ chimneys fitted with oil traps and
exhaust.

12. The security personnel deputed at the main gate of the complex and the
Building will have full liberty to check the entry of persons into the
complex and the Building, including the entry of persons into the
Licensed Premises and the Licensee shall at all times co-operate with
the security personnel in the performance of their function. However,
the screening shall be done in a polite and unobtrusive manner and
shall in no manner impede the Licensee’s access to the Licensed
Premises. The security service provided by the Licensor does not cover
security for the items, belongings and personnel of the Licensee within
the Licensed Premises

Events and Activities

1. Any event or activity organized by the occupant within respective office area,
should be informed to the management with details of the event/ activity
(firm’s name, timing, space and other details etc.) at least one week in
advance. Failing which management will be forced to deny the permission &
take action.
2. No commercial / promotional activity will be permitted within the premises
without management’s permission; the commercial / promotional viability of
the event will be decided by the management.
3. Kindly submit the copy of police permission and related documents as per the
requirement from local / Govt. authority to management for giving necessary
approvals for carrying out any kind of event / activity if required.
4. During event/ activity conducted within your office area, the entire liability
responsibility of each and every staff solely lies with particular client who will
be carrying out the event / activity and building management will not be held
responsible for any incident notices from the individual, local or govt.
authority.
5. The company inviting the promoting organization will be responsible and
change will be levied for any illegal acts/ safety and security breach/ damage
to the premises by the promoting organization, (indemnity letter to be
provided).
6. No standees / kiosks/ Tables allowed in the lift lobby / cafeteria No pamphlets
/ Marketing collateral to be distributed in the common lobbies. No Developers
/ Relevant industry standees will be allowed within the premises.

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7. Any notice from official authority stating violation of the law of the land
because of the event / activity carried out, building Management will not be
responsible & will forward the same to the concern client to resolve such issue
on immediate basis.
8. playing of DJ Music will not be allowed inside the premises to avoid
inconvenience to other clients.

Material Movements

1. Material inward and outward will not be allowed between 8.30 am – 11.00 and
5.00-8.00 pm. Information about arrival of material should be shared with the
management at least 48hrs in advance without which we will not be able to
allow your vehicle to enter the premises.

Parking Vehicles

1. All vehicles will be parked in their allocated parking places / area in a

disciplined manner; parking of vehicles in other’s area is not permitted & will
be penalized. Parking in front of fire exit, entry/ exit gates and stair cases is
not allowed, no argument with security / parking staff will be entertained.
2. Entry of vehicles through exit route & vice versa is not permitted & will be
penalized.
3. Non adherence to parking discipline will be penalized / fined with Rs. 300/-
only
4. Rights of admission inside the premises are reserved with the Building
management.
5. Parking of vehicles inside the premises is at your own risk and building
management will not be responsible for any theft or damages.

Rights to amend/ change above process notes are solely reserved with the Building
Management. Any indiscipline/ illegal acts / safety and security breach /
damage to the premises & non adherence above points will be penalized by the
management

All employees are kindly requested to follow the above-mentioned points as these
are in the benefit of Occupant’s / Employees for improving discipline, safety of
personnel & assets which will helps us for smooth functioning of Building
Operations.

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 ANNEXURE - IV

SCOPE OF COMMON AREAS MAINTENANCE

S. No. PARTICULARS
1 Lift Lobby, Lobby Lighting and HVAC System
2 LB Electrical Room
3 Ground Floor Main Incomer unit Room
4 Diesel Generators
5 LB Pump Room
6 Car Ramp
7 Ground Floor Surrounding Area
8 Plantation and Flower beds
9 Solar units
10 Landscape and Gardens
11 Chiller Plant Room
12 Cooling Towers Area
13 Management Office
14 Common Lifts
15 Ground Floor Reception Area
16 Common Firefighting and Alarm Systems
Common Power Reception and Distribution System till
17 individual main panel
18 External Façade
19 Safety and Security
20 Service Staircase
21 Lift Lobbies
22 Refuge Areas
23 Terrace Area
24 Common Domestic Water System
25 Common Flushing Water System
26 Common Fire Fighting System
27 Ground Floor Main Lobby
28 Common Washrooms
29 Plumbing Shaft
30 AC Shaft
31 Electrical Shaft
32 Water Storage and Distribution Tanks

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