NOW THEREFORE, THIS AGREEMENT WITNESSETH TO GRANT LICENSE

TO THE LICENSEE TO OCCUPY AND TO CARRY ON THE LICENSEE’S

BUSINESS IN THE PREMISES OF INDRAPRASTHA MULTIPLEX AND THE
PARTIES AGREE AS FOLLOWS:

1. DEFINITIONS:
In this Agreement, unless repugnant to the meaning or context thereof, the
following terms shall have the respective meaning set out below:
(a)Land:
Shall mean 33498 sq ft. of the land earmarked by the Licensor for the I.P
Mall.
(b)I.P Mall or Multiplex:
Shall mean the building constructed on the Plot of Land admeasuring
33498 sq ft. situated at Sigra square Shastri Nagar, Sigra Varanasi
221002 in the state of U.P. and comprising of Shopping Mall, F&B Areas,
Multiplex and Offices.
(c)Chargeable Area:
Shall mean the area on which the License Fee is payable.
(d)Said Premises:
Shall mean Unit Number situated on the Third Floor of the I P Mall, having
a chargeable area of 2340 sq ft., earmarked in red in Architectural Plans
(Annexure-A) to this Agreement.
(e)Architectural Plans:
Shall mean the architectural Drawings enclosed as “Annexure -A” to the
Agreement for the purposes of demarcating the location of the said area
given on Leave & License by the LICENSOR to the LICENSEE.
(f)Licensees Business:
Licensee is dealing in the fine dining under the brand name Moti mahal
that the Licensee is in need of premises for retailing the products of the
company.
(g)Agreement Date:
Shall mean the date of execution of this agreement.
(h)Effective Date/Start-up-Date:
Shall mean the date of start up business i.e. ………….
(i)Initial Term:
Shall mean the period of commencing from the Effective Date and ending
after a period of Six Years (3+3) from the effective Date.
(j)Start –up-Date:
Shall mean the date on which the said demarcated space have been
handed over to the LICENSEE. The starting of business of the Licensor is
……………..
(k)License Period:
Shall mean the period during which this Agreements is in force. The
License period shall start from the Effective Date and shall end on the
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 expiry or sooner determination of these agreements as per the terms of
this Agreement.

(l) Notice Period:

Both Parties will intimate to each other in writing for the termination of
agreement before 3 months
(m)Purchaser/New Licensor:
Shall mean the person purchasing the said Premises from the LICENSOR
during the License Period.

2. AGREEMENT:
The provisions of this Agreement has come in to effect from the Effective
Date as defined in clause1 (g).

3. LICENSE FEE :
(a) The parties hereby agree that the licensee’s occupation shall be of the
licensee only w.e.f. hereinabove defined without any right in the premises and
to use the said premises for the purpose of carrying out the licensee’s
business only and allows the licensee, its servants, employees and persons
authorized by it to access to and to use at all times in common with the
licensor and the other occupants of the I.P.Mall, to use the said premises by
licensee during the term and shall pay 12% of the net sales subject to
minimum of Rs. 55,000/- per month, whichever is higher along with proper
account of sales.
(b) The share of the licensor as hereinabove provided shall be paid on or
before the 7th/10th day of each month and in case the share payable to the
licensor is more than the minimum amount, the amount of such share shall be
paid.
(c) In addition to the above License Fee, the LICENSEE shall also pay to the
LICENSOR Common Area Maintenance Charges (CAM) @ Rs. 8/- as
additional charges calculated on the Chargeable Area towards the use of
various facilities of the I.P Mall such as Lifts, Escalators, HVAC, Security etc.
as per the Maintenance Agreement which will be signed by the Licensee and
the same will be co–terminus with this Agreement.

The above charges shall be payable along with the amount payable on
revenue sharing basis.
It is clarified that in case of any Taxes or Duties relating to all business or
duties levied or service Tax being made applicable for providing the above
facilities, the same shall be charged extra and shall be payable by the
LICENSEE.

4. LOCK IN PERIOD AND EXTENSION IN THE INTIAL TERM OF THE

AGREEMENT:
The lock in period for the Licensee shall be the 3 Years of this Agreement
during which the Licensee shall not be able to terminate this Agreement. At
the end of the Initial Three Year Term of the Agreement the LICENSEE shall
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pay license fee with escalation @ 15% subject to the minimum guarantee of
or net sales which ever is higher amounting to Rs. 63,250/- or the second
terms i.e. the License fee for the fourth to sixth year will be Rs 72,738/-
subject to the minimum guarantee of or net sales which ever is higher.
Thereafter the Leave and License Agreement will be negotiated on fresh
terms and conditions subject to mutual agreement by both parties.

5. DATE OF COMMENCEMENT OF LICENSE FEE:

The License fee has commenced from the Effective Date as defined in
Clause 1(i).

6. SECURITY DEPOSIT:
a) The LICENSEE has paid vide Cheque no. 441464 dated 14.06.2013
for Rs. 1,50,000/-. The aforesaid amount of interest free refundable
Security Deposit (hereinafter referred to as Security Deposit) shall be
paid by the Licensee to the Licensor as security for due performance
and fulfillment of the terms and conditions of this Agreement.
b) It is expressly agreed and declared by the Parties hereto that upon the
expiration or on sooner determination of this Agreement and upon the
LICENSEE removing himself and employees and servants and their
articles lying therein , the Security Deposit shall be refunded by the
LICENSOR to the LICENSEE after deducting arrears of license fee, if
amount in lieu of damages, if any, to the Said Premises and/ or fittings
therein (reasonable wear and tear excluded) and unpaid bills
pertaining to telephone, electricity, maintenance charge and all other
dues payable by the LICENSEE .

7. OBLIGATIONS OF THE LICENSEE:

The licensee hereby agrees and undertakes to the Licensor as follows:-

(a) The LICENSEE shall occupy the Said Premises only for the purpose of
carrying out the Licensee’s business only and no other person shall
occupy the Said Premises and nor the Said Premises would be utilized
for any other purpose. In case the LICENSEE wants to change the
nature of the shop / stores for carrying out any other business other
than licensee’s business, then specified permission in writing would
have to be got from the LICENSOR.
(b) The LICENSOR shall be maintaining the I P Mall and in order to
maintain the ambience and character of the I P Mall, the LICENSOR
will be making certain rules and Regulations from time to time and
LICENSEE agrees that he shall observe all such laws, rules, and
regulations and byelaws made by the LICENSOR from time to time
and to maintain the high standard of maintenance and ambience of the
I.P Mall.
(c) The LICENSEE shall not change or make any alteration of any kind or
nature in the said premises or any portion thereof nor make any
permanent structure without the prior written consent of the
LICENSOR. It is however , clearly understood that the LICENSEE
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 shall be entitled to install fixtures, fittings and lights, PROVIDED AND
ALWAYS the LICENSEE shall not cause any structural alterations or
any alteration leading to shifting of any wall, doors, windows, etc.
(d) If for the purpose of fitting necessary fixtures for the carrying on the
business of license any damage is caused to the licensor’s fixtures &
structures, the licensee shall be liable to repair the same or
compensate the licensor for the same.
(e) The LICENSEE shall maintain the Said Premises and furniture, fixture
and fittings in the Said Premises at his own cost.
(f) The LICENSEEE shall hold the Said Premises in reasonable manner
and shall not cause any damage to the same. Usual wear and tear and
loss or damage by fire, accident (not caused due to neglect or willful
default on the part of the LICENSEE), acts of GOD or irresistible force
excluded.
(g) The Licensee shall not store in said premises any combustible or
hazardous material at any time hereafter.
(h) The LICENSEE shall not use the said Premises in the manner which
may cause nuisance or annoyance either to the LICENSOR or to the
other occupants of the said I.P Mall.
(i) The LICENSOR shall have the right to inspect the Said Premises
themselves or through their authorized agent’s at all reasonable times
to satisfy itself that the Said Premises are used in accordance with the
terms and condition of this Agreement and that no objectionable,
illegal or prejudicial or prohibitory activities are going on or carried on.
(j) The LICENSEE shall allow workers/labors appointed by the
LICENSOR, for maintenance, repairs, restoration and cleaning of
ducts in the said Premises.
(k) The Licensee shall not allow himself and/or his servant’s employees
and agents, persons visiting him to do any act of omission or
commission against the terms of this agreement and the Licensor shall
not be liable in respect thereof under any circumstances. However, the
LICENSEE shall have the Quiet and peaceful use of the said Premises
for LICENSEE’S business, without any hindrance and interference
during the License Period.
(l) All the permits or Licenses required to carry on the Licensee’s
Business will be obtained by the LICENSEE at his own cost and he will
observe and perform terms and conditions thereof properly and
regularly.
(m) The LICENSEE shall not apply for any Telephone connection or
Electric Meter in the Said Premises without the prior written consent of
the LICENSOR.
(n) The LICENSEE undertakes not to replace or change the main lock of
the Said Premises at any time hereafter.
(o) The LICENSEE undertakes to pay electricity charges, Water charges,
and Telephone bills, maintenance charges/ CAM charges and other
charges payable by the LICENSEE on or before due dates without any
delay or default.

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 (p) It is agreed between the LICENSOR and the LICENSEE that the
LICENSEE may keep any valuables (if he so keeps) in the Said
Premises at his own risk and the LICENSEE shall not hold the
LICENSOR responsible or liable for any theft, burglary of house
breaking.
(q) It is herby agreed and understood by the Parties hereto that the
LICENSE granted by the LICENSOR is personal to the LICENSEE
and the LIECNSEE will not be entitled to induct any person or party
and the license granted is not transferable in any circumstances.
(r) It is agreed between the parties hereto the LICENSOR shall not be
held liable for any injury, damage or loss which may occur to the
Licensee or any other person by reason of any rain, storm, tempest,
shot circuit, earthquake, leakage or any mishap, collapse of the
Building or any part thereof, fire occurring in the Said Premises
resulting in to loss of life and / or property of the LICENSEE or any
other person.

The LICENSOR agree to take the insurance policy for the structure of
the building, as per the requirements of the Financial Institutions. If the
Licensee desires he may take insurance cover for all his goods, fittings
& fixtures or any damage which is caused to the said Premises,
however, the Licensee shall be responsible for taking a separate
insurance policy to cover his own premises including plate glass
furniture & fixtures etc or any damage which is caused to the said
premises.
(s) The LICENSEE shall be entitled to remove and take away all the loose
furniture and removable fittings brought in the Said Premises by the
LICENSEE on the expiry of period of LICENSE or on sooner
determination there of, as the case may be.
(t) The LICENSEE shall observe and perform all the terms, conditions,
agreements and provisions on which the Licensee is permitted to use
the Said Premises and shall also perform and observe the laws, rules
regulations and bye –laws for the time being in force and applicable to
the Mall as allowed by the Licensor to use by the licensee to the Said
Premises. The LICENSEE shall not do or omit or suffer to be done any
things where by the Licensor’s right to the Said Premises is avoided,
forfeited, extinguished or otherwise put to jeopardy.

8. INFRASTRUCTURE TO BE PROVIDED BY THE LICENSOR:

The LICENSOR under takes to provide the following infrastructure:-
(a) Complete air –conditioning of the Mall area and fixing of FCU in individual
shop.
(b) Escalator & Lifts for circulation in the Mall as per Architectural
Plans(Annexure –A)
(c) Electricity up to mains with back –up power of 3 phase 3 KVA terminating at
the entrance of Said Premises.

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 (d) Parking facility to be provided as per the Architectural Plans (Annexure –A).
To the Mall for which charges shall be made as decided by the LICENSOR
from time to time.

9. ASSIGNMENT OF THIS AGREEMENT IN THE EVENT OF SALE OF THE

SAID PREMISES BY THE LICENSOR:
(a) It is expressly agreed between the parties hereto that the LICENSOR
may at any point of time at his own discretion may transfer by sale or
otherwise the said Premises to any person and on such terms and
conditions to be decided exclusively by the LICENSOR with the right &
privileges under this Agreement. In the event of the sale of the said
Premises by the LICENSOR to any other party, this Agreement shall be
deemed to be assigned by the LICENSOR in favour of the Party
purchasing the said Premises from the LICENSOR. The Purchaser, as
defined in Clause 1(g) and the LICENSEE to the Said Premises shall be
bound to continue this Leave and License Agreement for the balance
tenure of the Agreement. Moreover the LICENSEE and the Purchaser of
the said Premises shall be free to enter in to an identical Separate
agreement for the remaining tenure of the Agreement. Provided always
that such an agreement should not be in contradiction to the provisions
to this Agreement.
(b) In the event of the assignment of this Agreement and the Purchaser
being the New Licensor , as defined in Clause -1(l) , the license fee shall
be paid by the LICENSEE to the Purchaser / New Licensor form the date
to be assigned by the LICENSOR. However, it is explicitly clear that the
Common Area Maintenance Charges (CAM) will continue to be paid by
the LICENSEE TO THE ORIGINAL Licensor i.e. Talwar Commercial Pvt.
Ltd.

10. DELAY IN PAYMENT:

In the event of delay in payment by the Licensee to Licensor beyond 60 days
of the due date as provided above, the LICENSEE shall be bounded to pay
interest @ 18% per annum on the amount due from the LICENSEE.

11. TERM & TERMINATION OF THIS AGREEMENT:

(a) The provisions of this Agreement has taken effect on and from the
Effective date and shall continue to remain in effect during the Initial Term of
this Agreement save and Except provided herein, shall be irrevocable during
this period.
(b) The LICENSEE shall be liable to vacate the said Premises at the expiry of
the Initial Term of this Agreement, time being of the essence (unless it is
extended for a further tenure as per this Agreement or with mutual consent
between the LICENSOR and the LICENCEE) and shall handover the said
Premises together with the LICENSOR’S fixtures and furniture. If the
Licensee fails to do so the Licensor will be entitled to remove fitting, furniture,
etc brought in by the Licensee.
(c) In the event of any breach by the LICENSEE of any of the terms and
conditions of this agreement, the LICENSOR shall be entitled to terminate this
6
Agreement by giving 90 day check notice to the LICENSEE in writing and
calling upon the LICENCEE to rectify such breach and if in spite of such
notice in writing the LICENSEE fails to rectify such breach, then in that event
this Agreement shall come to an end on the expiry of the notice period and
where upon the LICENSEE shall be bound to vacate the said Premises
forthwith without any delay or default.
(d) In the event of the termination of this agreement in violation to the
provisions of above clause (a) herein above prior to the expiry of the Initial
Terms, the LICENSEE shall be liable to pay to the LICENSOR the entire
license Fee and the Common Area Maintenance Charges that would have
accrued to the LICENSOR if the Initial Term of this Agreement had been
completed.

12. NOTICES & COMMUNICATIONS:

(a) Any notice or other communication required to be given under the terms
of this Agreement shall be deemed to be properly given if sent by prepaid
Registered Mail , Commercial Delivery services(e.g. DHL ,Blue Dart , Federal
Express) or by telefacsimile if addressed and sent as follows:-

If to the LICENSOR General Manager

Indraprasth Multiplex,
76,Lajpat Nagar, Maldhaiya ,
Varanasi , U.P. -221002,
Telefacsimile No.: 0542-3296790.

If to the LICENSEE
Moti Mahal Varanasi
Third Floor, I P Mall
Shastri Nagar, Sigra, Varanasi
Telefacsimile No.: 0542-2220555
(b) Any notice given under this Agreement shall be deemed to have been
served on the earlier of (i) the fifteenth (15 th) day of such notice was posted or
accepted delivery certificated or (ii) the seventh (7th) day after such notice was
sent by Telefacsimile.

13. GOVERNING LAW:

This Agreement shall be governed by the laws of India. The Jurisdiction of
this agreement shall be at Varanasi.

14. RESOLUTION OF DISPUTES:

If at any time during the currency of this agreement or thereafter any dispute,
difference or question shall arise, the mater shall be resolved through mutual
discussions, failing which the dispute arising between the parties hereto
concerning the subject matter of this agreement shall be settled by Arbitration
to be conducted in accordance with the Indian Arbitration And Conciliation Act
1996. Each party shall appoint one arbitrator within 30days from the date of
such dispute. The Arbitrators shall give their award within 60 days from the
appointment of two Arbitrators. In case the Arbitrators so appointed do not
7
reach the unanimous decision then the two Arbitrators Shall appoints an
umpire within 30 days from the date of their not reaching the unanimous
decision. The place of Arbitration shall be Varanasi.

15. STAMP DUTY, REGISTRATION CHARGES ETC.:

All costs, charges and express etc. by way of stamp duty etc. payable in
respect of this agreement shall be borne and paid by the LICENSEE alone
each party shall bear and pay the professional costs of their respective
professional advisors.

16. MISCELLANEOUS PROVISIONS:

(a)Amendments:
This Agreement cannot be amended except by mutual Agreement between
the parties.
(b)Waiver:
i) Waiver by either party of any default by the other party in the performance
of any provisions of this Agreement shall not operate or be constructed as a
waiver of any other or further default or shall not be effective unless in writing
duly executed by a duly authorized representative of the party.
ii) Neither the failure by either party to insist on any occasion upon the
performance of the terms, conditions and provisions of Agreement nor time or
other indulgence granted by one party to the other shall act as a waiver of
such breach of acceptance of any variation or relinquishment of any such
right hereunder which shall remain in full force and effect.
(c)Entirety:
This Agreement and Schedule attached hereto as a complete and exclusive
statement of the terms of their Agreement all Prior written or oral
understandings, offer or other communications of every kind pertaining to the
subject matter of this Agreement are her by abrogated and withdrawn .
(d)Intention:
It is explicitly declared that the intention of this Agreement is only to grant a
license to the LICENSEE to occupy and to carry on the LICENSEE’S
business and under no circumstance it creates any right or interest of the
LICENSEE in the said Premises. The said premises shall be deemed to be in
the possession of the LICENSOR.
(e)No Partnership:
This Agreement shall not constitute a partnership between the parties.
(f)Exclusion of Implied Warranties, etc.
Except as may be provided in this Agreement expressly excludes any
warranty, condition or other under taking implied at law or by custom or other
wise arising out of any other Agreement between the parties or representation
by either of them not contained in a binding legal Agreement executed by
both parties.
(g)Counterparts:
This Agreement may be executed in two counter parts and by each party on a
separate counterpart, each of which when executed and delivered shall
constitute an original, but both counterparts shall together constitute but one
and the same instrument.
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 (h)Successors & Assigns:
This Agreement shall be binding upon and ensure to the benefit of, the parties
hereto and their respective successors and permitted assigns.

(i)No Third Party Beneficiaries:

This Agreement shall not confer any right of suit or action whatsoever on the
Third Party.
(j)Future Changes:
This Agreement will be modified to take care of any changes in law, directive /
policy of central or State Government.
(k)Authority:
The Signatories to this Agreement confirm that they have required authority to
execute this Agreement on behalf of the Company and commit the company
to the terms and conditions stipulated in this Agreement.

IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED AND

DELIVERED THIS AGREEMENT AS OF THE DATE, MONTH & YEAR
FIRST ABOVE WRITTEN

FIRST PART: SECOND PART:

For Talwar Commercial (P) Ltd. For M/sMoti Mahal Varanasi.

(Director) (Mr. Shashank Singh)

WITNESSESS:

1.

2.