AGREEMENT TO LEASE

AGREEMENT This agreement is executed at New Delhi on this _______ day of __________, 20_____ BETWEEN M/s. Spire Techpark Private Limited, a company incorporated in India, under the Companies Act, 1956 having its office at 5-D, Plaza M-6, Jasola District Centre, New Delhi 110 025 hereinafter referred to as "Developer", which expression unless repugnant to the context or subject shall mean and include its successors, representatives and assigns of the party of FIRST PAR T;
Signature of Allottee ________________________ Signature of Allottee ________________________

AND Mr./Ms. ___________________________________ S/D/W of Shri ____________________________________________ Resident of ___________________________________________________________________________________________ & Mr./Ms. ___________________________________ S/D/W of Shri __________________________________________ Resident of ___________________________________________________________________________________________ hereinafter collectively referred to as Allottee, which expression unless repugnant to the context or subject shall mean and include their respective legal heirs, successors, representatives, assigns, administrators and executors of the party of SE C ON D PAR T; OR M/s. ___________________________________, having its principal place of business at ___________________________ ______________________________________ acting through its Partner/Proprietor/Director Shri __________________ ___________________________________________ Son of Shri ________________________________________________ Resident of ___________________________________________________________________________________________ hereinafter referred to as Allottee, which expression unless repugnant to the context or subject shall mean and include its successors, representatives, assigns, administrators, executors and heirs of the party of SEC OND PAR T; WHEREAS vide duly registered deed dated 18th April, 2007 Greater Noida Industrial Development Authority has allotted Plot measuring 85,029.64 SQM (21.004 Acres) bearing number TZ-13A, Sector Tech Zone, Greater Noida Industrial Development Area, District Gautam Budh Nagar (Uttar Pradesh) to M/s. Sundaram I. T. Parks Private Limited on lease for setting up an Information Technology Park. M/s Sundaram I. T. Parks Private Limited has entered into an agreement with developer, by virtue of which developer got rights to develop Information Technology Park on the plot and to sub-lease the same in parts. Accordingly developer is developing Information Technology Park named Spire Tec on the plot. AND WHEREAS allottee has requested the developer for allotment of space/unit in aforesaid Information Technology Park named SpireTec on leasehold basis to which the developer has agreed. Following are the terms and conditions of agreement between the parties hereto. NOW THE PARTIES HERETO HEREBY DECLARE, UNDERTAKE AND AGREE AS UNDER AR TICLE 1: Definitions & Int e rpr e t ation In this Agreement, following terms, to the extent not inconsistent with the context thereof, shall have the meanings assigned to them hereinbelow. 1.1 1.1.1 1.1.2 1.1.3 Definitions Building means the building (within complex) wherein the unit is situated. CAM Charges means Common Area Maintenance Charges payable monthly to the maintenance agency for providing common services and facilities in complex. Common Area means all such parts/areas in complex which various allottees/occupants of units or visitors to the complex may use by sharing with one another or for providing common services including common toilets, atrium, lobbies, common corridors & passages, lift lobbies, lift shafts, electrical shafts, fire shafts, plumbing shafts and service ledges on all floors, staircases, mumties, services areas, machine room, overhead water tank, under

Signature of Allottee _______________________________

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ground water tank, security/fire control room, Electric Sub Station, generator room and any other area, which the developer may decide to be common area. 1.1.4 Common Services & Facilities shall include a) Soft security of complex/building b) Operations of common chiller plants for air-conditioning c) Operations of diesel generator sets for providing power back-up d) Maintenance of common areas (including lightening of common areas) e) Maintenance of parking areas f) Maintenance of parks in complex g) Operations of water pumps h) Operations electrical sub-station i) Maintenance centralized fire control system j) Supply of water k) Any other activity, which the maintenance agency may consider to be providing common benefits to occupants of different units in complex/building Complex means all buildings, structures and open spaces situated within the boundaries of plot Date of Booking means date when allottee submitted application for booking of space/unit in complex to developer. Facilitation Centre means a body/entity (which may be established as a company, trust, society, partnership or in any other form), wherein the stake holders will be the First Sub-Lessees of all Unlockable Units in proportion to area of their respective unit. First Sub-Lessee means a sub-lessee in whose favour sub-lease deed has been executed by developer or landowner and will include any person in whose favour the first sub-lessee transfers his all rights, claims and interest in the unit with prior approval of developer. Fit-outs means internal settings, decoration and finishing of the unit (including installation of furniture, fixtures & fittings, temporary partitions, fire fighting lines with sprinklers etc. , wiring, cabling, ducting for air-conditioning, flooring, false ceiling and painting within the unit).

1.1.5 1.1.6 1.1.7

1.1.8

1.1.9

1.1.10 Force Majeure Conditions means anything which may be beyond the control of developer including but not limited to act of god (like flood, earthquake, fire); act of government and government departments (like passing of any law, order, delay in grant of necessary sanctions/approvals); act of human beings (like riots, strikes etc.); shortages (like shortages of labour, material, etc.). 1.1.11 GNIDA means Greater Noida Industrial Development Authority.

1.1.12 Land Owner means M/s. Sundaram I. T. Parks Private Limited to whom GNIDA has allotted the plot on lease for setting up information technology park . 1.1.13 Lockable Unit means unit which is enclosed between walls made from such material as may be considered appropriate by developer with door(s) for ingress/egress. 1.1.14 Maintenance Agency means any entity (which may be an individual, partnership firm, company, society, trust, etc.) nominated by developer for providing common services and facilities in complex. 1.1.15 Plot means plot of land measuring 85,029.64 SQM (21.004 Acres) bearing number TZ-13A, Sector Tech Zone, Greater Noida Industrial Development Area, District Gautam Budh Nagar (Uttar Pradesh). 1.1.16 Raw/Shell Condition means only structure, without finishing, without painting, with all cables, pipelines, duct for air-conditioning etc. terminating at one point. 1.1.17 Second Sub-Lessee means a sub-lessee in whose favour sub-lease deed has been executed by first sub-lessee allowing such sub-lessee (i.e., the second sub-lessee) to use and occupy the unit for a fixed tenure reserving himself (i.e., the first sub-lessee) the right to re-occupy the unit after expiry of the tenure of sub-lease in favour of second sub-lessee. 1.1.18 Sinking Fund means fund created for purchase and/or replacement of equipments providing common facilities & services. 1.1.19 Soft Security means deploying security guard(s) of private security agency at such points within the complex/building, which the developer or maintenance agency may deem fit, for carrying routine security related
Signature of Allottee _______________________________
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works without any responsibility of developer or maintenance agency in case of any breach in security or in case any damage or injury is caused to any person or property in complex due to any wrongful act of any other person. 1.1.20 Super Area includes carpet area of the unit enclosed by its periphery walls, area under its walls, columns, balconies and half area of walls, which are common to other unit and proportionate share of common areas/spaces in building/complex. Total efficiency of a floor plate will be about 70% of total super area of that undivided floor plate. 1.1.21 Unit means built-up space as mentioned in the article 2.1 below. 1.1.22 Unlockable Unit means a unit which is undivided, which cannot be used separately and which forms part of a larger unit. 1. 2 Int erpr e t ation

1.2.1 Any reference in this Agreement to any statute or statutory provision shall be construed as including a reference to that statute or statutory provision as from time to time amended, modified, extended or re-enacted whether before or after the date of this Agreement and to all statutory instruments, orders and regulations for the time being made pursuant to it or deriving validity from it. 1.2.2 Meanings set forth for defined terms in this Article and all pronouns shall be equally applicable to both the singular and plural, masculine, feminine or neuter forms as the context may require. 1.2.3 All references in this Agreement to Annexures are to Annexures in or to this Agreement unless otherwise specified therein. The words hereof, herein and hereunder and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The words include, including and among other things shall be deemed to be followed by without limitation or but not limited to whether or not they are followed by such phrases or words of like import. 1.2.4 References in this Agreement to any document or agreement shall be deemed to include references to such document or agreement as amended, varied, restated, supplemented or replaced from time to time in accordance with the terms thereof and to include any side letters executed in connection therewith, except as otherwise provided in this Agreement. 1.2.5 Headings/captions of the several Articles and clauses of this Agreement are intended for convenience only and shall not in any way affect the meaning or construction of any provision therein. 1.2.6 References to writing include printing, typing, lithography and other means of reproducing words in a visible form. 1.2.7 The recitals stated above shall be read with and form a part of this Agreement. AR T ICLE 2: Allo tment 2.1 Subject to other terms and conditions of this agreement, developer hereby confirms allotment of the unit [i.e., space measuring ____________ Square Feet (_________ Square Meter) in super area in the complex] on sub-lease to the allottee.

Signature of Allottee ________________________ Signature of Allottee ________________________

AR T ICLE 3: Tenur e of Sub-Lease 3.1 The Sub-Lease shall be valid till 31st December, 2096. It may be further extended in accordance with norms and approvals of GNIDA and developer.

AR T ICLE 4: Consideration 4.1 Basic Price for allotment & Sub-Lease of the unit is Rs. _____________ (Rupees ___________________________ _________________________________________________ only) per square feet of super area, which the allottee shall pay to the developer as per payment plan annexed herewith as Annexure A. In addition to basic price, allottee has also agreed to pay charges/deposits for preferential location, car parking space, annual lease rent/one time lease rent in proportion to super area of the unit, in multiples of 500 Square Feet (46.45 square meter). Charges for any facility(ies) in addition to standard specifications including power back-up installation, utility connection, installation of fire fighting equipments, pollution control equipment/devices, setting up of electrical sub-station, electrification and for providing any other equipment/facility shall be paid additionally by allottee as per demands raised by developer. These charges/deposits shall be as per then prevailing industry standards.
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4.2

Signature of Allottee _______________________________

4.3

All taxes, levies, statutory charges, fees etc. (by whatever names they be called) applicable on the unit or on any payment made or to be made by allottee shall be borne & paid by allottee and if any taxes, levies, statutory charges, fees etc. is imposed on whole plot/complex/building, allottee shall pay the same in proportion to the super area of the unit. Amount equivalent to 20% (Twenty Percent) of total basic price shall be deemed/considered as earnest money for allotment of the unit. This earnest money shall stand forfeited in case of non-fulfillment of terms and conditions of this agreement by allottee. Timely payment by allottee of installments towards consideration/price for allotment of the unit, in accordance with Annexure A is the essence of this transaction. In case allottee fails to pay any of the installments in time, developer may at its discretion either cancel the allotment/booking or extend the time for making the payment thereof by levying interest at the rate of eighteen percent per annum on defaulted amount for delayed period. Allottee shall make all payments towards consideration/price for allotment of the unit by way of cheques/drafts/ pay orders issued in favour of M/s. Spire Techpark Private Limited (payable at New Delhi) or in such other name(s), which the developer may direct by a written communication. All cheques/drafts/pay orders shall be accepted by developer subject to their realization. Except in the case of Construction Linked Payment Plan, developer shall not be liable to send any demand notices/ letters and it shall be the duty of allottee himself to make the payments for the unit in accordance with Annexure A.

4.4

4.5

4.6

4.7

AR TICLE 5: P ossession 5.1 Since construction of the complex is a large project, developer shall construct the same in Phases. Irrespective of whether construction of other phase(s) is complete or not, developer will offer possession of the unit after completion of construction of phase, wherein the unit situates. Allottee must take the possession of the unit within thirty days from the date of offer of possession. Allottee shall never have any objection to developer constructing or continuing with the construction of remaining structures in the complex or other buildings adjoining the unit. All major common facilities shall be completed and provided only after completion of construction of all phases. However all services necessary for making use of the unit like air conditioning, power back up, etc. shall be activated at the time of delivery of possession of the unit. Developer will give possession of the unit in raw/bare shell condition. Developer may offer possession of the unit for fit-outs even prior to issuance of occupation/completion certificate with respect to concerned phase/the unit. In case of Lockable Unit, location of the unit shall be identified by developer at the time of offering possession. Allottees preferred location shall be provided subject to availability only. Fit-outs of lockable units shall be done by allottee and fit-outs of unlockable Units shall be done by Facilitation Centre/ Second Sub-Lessee/Occupant. Developer shall endeavor to deliver the possession of the unit within three years from the date of execution of this agreement. Save what has been stated in payment plan, developer shall never be liable to pay any damages/compensation/ penalty/interest in case of any delay in construction of concerned phase of the complex or delay in offer of possession of the unit. Developers responsibilities to offer possession of the unit shall be subject to Force Majeure Conditions.

5.2 5.3 5.4 5.5 5.6

5.7

AR T ICLE 6: Execution of Leas e de ed 6.1 Subject to compliance of all terms & conditions of allotment by allottee and also subject to payment of total consideration/price & other charges applicable on the unit by allottee, developer shall effect/cause execution of sub-lease deed of the unit at such stage which the developer may deem fit and proper. In any case there will be no delay in execution and registration of sub-lease deed by developer after expiry of three months from the date of issuance of completion certificate of the complex by competent authorities. All expenses (including Stamp Duty and other charges fees payable to GNIDA) involved in its registration including renewals thereof (if any) shall be borne by allottee.

6.2

Signature of Allottee _______________________________

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AR TICLE 7: Assur ed Re turns 7.1 In case Annexure A, is a payment plan with assured return, the allottee shall be entitled to get returns as per the terms and conditions mentioned in Annexure A, provided the allottee has made the complete payment in accordance with Annexure A at all stages. In case of default in payments as per Annexure A, developer shall be released/discharged from all its liabilities to pay assured returns to allottee. However if allottee subsequently makes the due payment with interest, developer may at its sole discretion resume payment of assured return as per Annexure A with effect from the date allottee clears all its dues with interest. Amount of service tax or interest on account of delayed payments or any charges other than basic price of the unit paid/payable by allottee shall never be included for calculation of assured return.

7.2

7.3

AR T ICLE 8: Recurring Char ge s 8.1 Following charges shall always be attached to the unit 8.1.1 8.1.2 8.1.3 8.2 CAM Charges Charges for consumption of electricity in the unit (even if there is no consumption of electricity, minimum charges as per approved load shall always be applicable and payable) Proportionate cost of insurance of building of the complex/building

Above charges (i.e., charges mentioned clause 8.1) shall be in accordance with then prevailing industry standards. These charges shall be payable with effect from expiry of thirty days from the date of offer of possession of the unit by developer, as per instructions of maintenance agency either monthly or at such time(s) when maintenance agency may demand payment thereof. In case of lockable units responsibility of payment of these charges shall be on allottee and in case of unlockable Unit these charges shall be payable by Second Sub-Lessee/Occupant/ Facilitation Centre. Apart from charges mentioned in clause 8.1 above, allottee shall also be liable to make following payments either to developer or to the maintenance agency or as per instructions of developer/maintenance agency 8.3.1 8.3.2 8.3.3 8.3.4 Interest Free Maintenance Security at the time of offer of possession of the unit and then at such stage/time when this deposit falls short of required level, either due to increase in level of maintenance costs or due to adjustment against allottees dues. Contribution to Sinking fund as and when demanded by developer/maintenance agency. Taxes/Levies applicable on the unit as per demand of concerned department Proportionate Taxes/Levies applicable on the complex/building as per demand of concerned department.

8.3

8.4

Normal timings and details of the common facilities (including electric load in the unit) to be provided by developer or maintenance agency shall be declared in maintenance policy of the complex, as may be applicable from time to time. In case allottee wishes to avail any extra facility or extra electric load in the unit or any common facility for extra duration than for its normal timings, allottee shall be required to pay extra charges for the same in accordance with said Maintenance Policy. Standard and extent of common services and facilities to be provided in the complex/ building shall be decided solely by developer or maintenance agency. Developer or Maintenance agency may unilaterally decide/elect to install any additional equipment or upgrade any existing equipment used for providing common facility/service to various occupants of the complex. Costs of such additional and other equipments shall be taken from Sinking Fund. Developer/Maintenance agency shall be free to arrange supply of electricity in the complex from such one or more sources [like through direct supply to units from electricity department or though bulk supply connection taken from electricity department or through diesel generator set or through any other source which the developer/ maintenance may deem fit and proper] and allottee shall raise no objection in this regard. Allottee shall as per demands of developer/maintenance agency pay the proportionate cost of equipments/infrastructure installed for providing/generating electricity. Allottee shall also pay the cost of electric meter(s) for his unit and shall also pay his share of security deposit required for obtaining electric connection. In case allottee/occupant/second sub-lessee(s)/facilitation centre fails to make payment of any bill raised by developer or maintenance agency by its due date, allottee/occupant/second sub-lessee(s)/facilitation centre shall be liable to pay interest calculated @18% per annum on the defaulted amount for the delayed period.

8.5

8.6

8.7

Signature of Allottee _______________________________

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AR TIC LE 9: Conditions r egar ding usage 9.1 9.2 9.3 9.4 The unit will be a part of Information Technology Park and can be used only for IT/ITES activities approved/ recognized by Government of Uttar Pradesh/GNIDA. Allottee shall not put his signage, board, banner, name plate etc. on any place in the complex except at the place allowed by developer or maintenance agency for this purpose. Allottee shall not keep any of his materials in common areas. Allottee shall also not allow any of its employees; staff etc. to sit/rest in the common areas. Allottee shall not cause noise, air or water pollution by use of loudspeakers or any other instrument/equipment. Allottee, its employees and associates shall also not throw or accumulate dust, garbage, filth, rubbish and spit in the common areas of the complex. Allottee shall not install its/their Air Conditioners or Air Coolers or Generator Sets. Allottee shall also not use Petrol, Kerosene, Diesel, Liquefied Petroleum Gas, Compressed Natural Gas or any other combustible substance/ material/gas in the unit. Allottee shall not lay its separate utility connection lines. Allottee shall never make any alteration in the unit. However interior decorations (not permanent in nature and without using cement, steel and bricks) may be carried out in the unit as per Fit-Out Policy of the complex. Wooden partitions which are temporary in nature may be installed in the unit after ensuring that the same does not affect the structure or beauty of the complex. Allottee shall have no right to make or ask for any change in the decoration, look, appearance, colour scheme etc. of the common areas or any area beyond the periphery walls of the unit or of faade of the complex. All these are the exclusive prerogative of developer/maintenance agency. Entry of representatives of developer or maintenance agency in the unit for the purposes of making inspection and/or for maintenance works shall never be restricted or objected. Allottee shall comply with all laws, including all Labour & Tax related laws and shall always keep all dues of its labour, staff, employees, vendors and that of Government fully paid. In case allottee seeks registration as Software Technology Park of India (STPI) with Customs or other authorities, allottee shall comply with its all formalities including custom bonding. Allottee shall ensure that the unit is never attached by Government, Civil Administration or Court due to any default of allottee. The unit shall always be kept absolutely neat and clean. Allottee shall keep the area within the periphery walls of the unit fully repaired and maintained (including all civil work, painting of inner walls and inner doors & windows, repairs and replacement of fixtures and fittings, etc.). Developer shall not, in any manner whatsoever be responsible for upkeep or maintaining any area/portion/fixture or fitting/equipment etc., within the periphery walls of the unit. While using the unit or while carrying fit-outs therein allottee shall never cause any disturbance to the other occupants of the complex. Developer and maintenance agency shall always have the right to restrict entry of any person in the complex/building and to restrict movement of any person in the complex/person for security reasons or if they doubt the antecedents, genuineness or integrity of such person. Terms and conditions regarding usage of the unit, shall also be binding on all occupant(s) of the unit and in case of unlockable units aforesaid terms and conditions regarding usage of the unit shall also be complied by occupant/ second sub-lessee(s)/facilitation centre.

9.5

9.6

9.7

9.8 9.9

9.10

9.11 9.12

9.13

AR TIC LE 10: Assignment and fur ther sub-lease 10.1 Allottee may transfer/assign his claims/interests in this agreement or in the unit after obtaining No Objection Certificate from developer. Issuance of No Objection Certificate shall be dependent of then prevailing policies of developer (including levying of Transfer fees/charges). Transfer charges shall be declared in the Maintenance Policy of the complex, as applicable from time to time. Till the framing of Maintenance Policy, transfer charges shall be Rs. 75/- (Rupees Seventy Five Only) per square feet of Super Area. It is made clear that no transfer fees/charges shall be levied for first transfer.

Signature of Allottee _______________________________

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10.2

Developer may without any prior notice to the allottee transfer/assign any of its interests, rights, claims, entitlements in the complex (or any portion thereof, if permissible by law) to any other person, company or association. However, rights/claims/liabilities of allottee with respect to the unit shall remain unaffected by any such transfer/assignment by the developer. Subject to prior written approval of developer, allottee shall have the right to grant further sub-lease of the unit, which shall always be subject to terms and conditions of lease deed executed by GNIDA and sub-lease deed executed in favour of allottee. Violation of any of the above clauses shall be considered as material breach of terms and conditions of this allotment/agreement and consequences mentioned in article 12 below shall follow.

10.3

10.4

AR TIC LE 11: Special conditions applicable t o unlockable units 11.1 11.2 Allottee of unlockable unit will not get physical possession of the unit. All Unlockable Units in the complex shall be controlled and managed by Facilitation Centre. Facilitation Centre shall either use or further sub-lease the unlockable units for common benefits of its members/first sub-lessees and shall after deducting its expenses, distribute the income generated from use/further sub-lease of unlockable units amongst the first sub-lessees of unlockable units as per its Rules. Facilitation Centre shall be established prior to execution of sub-lease deed of the unit in favour of allottee and allottee shall cooperate with developer in all ways for establishing Facilitation Centre including by way of execution of necessary documents. In case allottee fails to cooperate with developer in establishing Facilitation Centre or fails to execute/provide necessary documents, developer will be immediately released/discharged from all its liabilities towards allottee. Article 12.2.5, below shall not be applicable in case of unlockable unit provided allottee and facilitation centre cancel the sub-lease of defaulted second sub-lessee within two months from date of action of developer/maintenance agency under article 12.2.2

11.3

11.4

AR TIC LE 12: Consequences of Mat erial Br each of Terms and Conditions of allo tment 12.1 In case prior to execution of sub-lease deed, allottee commits any material breach of any term or condition of this agreement (including regarding making any payment relating to the unit or conditions regarding usage, etc.) developer shall have following rights: 12.1.1 12.1.2 To serve notice upon allottee to cure the defect within fifteen days from the date of said notice. In case allottee fails to cure the defect within the notice period, developer may cancel the allotment and refund the amounts paid by allottee under article 4.1 and 4.2 of this agreement after deducting the earnest money, all discounts availed of by allottee and commissions paid by developer to the broker for the unit.

12.2

In case after execution of sub-lease deed in favour of allottee, allottee commits any material breach of any term or condition of this agreement or sub-lease deed (including in respect of payment of any charges in respect of the unit and/or conditions regarding usage of the unit) developer as well as maintenance agency shall have following rights: 12.2.1 To serve notice upon allottee to cure the defect within fifteen days from the date of the unit. 12.2.2 In case allottee fails to cure the defect within the notice period, developer and/or maintenance agency may 12.2.2.1 withdraw services like supply of electricity and other common services from the unit. 12.2.2.2 block access to the unit. 12.2.3 In case, in the judgment of developer or maintenance agency the conduct of allottee is such, which requires immediate action at the end of developer and/or maintenance agency, condition of serving notice upon allottee prior to taking any action under article 12.2.2 shall be deemed to have been waived off. 12.2.4 In case after action of developer or maintenance agency under article 12.2.2, allottee satisfies the developer and/or maintenance agency that allottee has cured the defect and undertakes not commit breach of any term or condition of allotment of the unit in future, developer and/or maintenance agency may restore the services and access to the unit provided allottee pays the restoration charges and pays with interest all recurring charges applicable on the unit even for the period services and access to the unit was withdrawn/blocked.

Signature of Allottee _______________________________

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12.2.5 In case allottee does not apply to developer/maintenance agency for restoration of services and access to the unit after clearing all his dues as per this agreement within three months from date of action of developer/maintenance agency under article 12.2.2, developer shall be entitled to cancel the sub-lease deed in favour of allottee and refund the amounts paid by allottee under article 4.1 and 4.2 of this agreement after deducting the earnest money, all discounts availed of by allottee and commissions paid by developer to the broker for the unit. 12.3 Allottee undertakes to indemnify and keep the developer and maintenance agency indemnified from all losses and damages, which the developer or maintenance agency may suffer or sustain due to any act of omission or commission of allottee.

AR T ICLE 13: Super ar ea/cover e d ar ea of the unit 13.1 13.2 Consideration/Price for allotment and all other charges including CAM charges, Taxes, etc. shall be calculated on the basis of super area of the unit. Though the allottee pays the consideration/price of the unit on Super Area basis, allottees right to use the unit, exclusively shall be restricted only to the carpet area of the unit. However allottee may use the common areas in the complex jointly with other occupants & visitors of the complex only for such purposes for which such common area has been developed. Service areas located in the complex will be part of common areas and shall be earmarked by the developer to house services including but not limited to Electric Sub-station, Transformer, DG set rooms, Underground water tanks, Pump rooms, AC Plant, Maintenance and Service rooms etc. and other permitted uses as per building plans. Allottee shall not be permitted to use the service areas in any manner whatsoever and shall have no access thereto. Service areas shall be reserved for exclusive use by the developer or maintenance agency for rendering maintenance services. Size of the unit, mentioned in articles 2.1 above is tentative and approximate, which is subject to change and variation depending upon the building plans (including amendments thereof, if any) and final construction of the complex. However developer shall endeavor that size of the unit mentioned in article 2.1 above and size of unit finally provided to the allottee do not vary by more than 15%.

13.3

13.4

AR T ICLE 14: Loans 14.1 Allottee may avail of loan for this allotment from any bank or financial institution at his own responsibilities, risks, costs and consequences. However, if developer empanels any one or more bank or financial institution or company/entity for providing loan to various allottees of units in complex, allottee shall not call upon the developer to comply with any formality of any bank/financial institution/company other than the bank(s)/financial institution(s)/company(s)/entity(s) so emplaned by developer. Developer shall be free to take loan/financial assistance from any bank/financial institution for the purposes development of the complex and for this purposes developer may mortgage the plot or any building/structure to the concerned bank/financial institution. However, the developer shall get charges and encumbrances, if any on the unit cleared prior to delivery of possession of the unit to allottee.

14.2

AR T ICLE 15: Allo tt ees o ther ackno w ledgements 15.1 Allottee has appraised himself with all laws, rules, regulations, notifications, circulars, zoning plan and policies of GNIDA & Government, which are applicable on the plot and the complex. Allottee undertakes to comply with the same in letter and spirit. Allottee has checked, verified and satisfied himself regarding authorities and entitlements of developer to construct and develop the complex on the plot. Allottee has inspected the relevant documents/papers and satisfied himself regarding developers rights and authorities to allot the unit on the terms and conditions contained in this agreement. This allotment is subject to policies of the Government, terms and conditions of permissions/licenses issued by the Government and restrictions issued/imposed by the GNIDA, Department of Town and Country Planning, Department of Industries, Department of Information & Technology, Municipality, Local bodies, and other Government Authorities/Bodies. Allottee hereby undertakes to abide by such policies, terms & conditions and restrictions. Allottee has understood the plans, designs, and specifications of the complex and agrees to the same. Developer may make such variations, additions, alterations therein as it may in its sole discretion deem fit, proper and necessary.

15.2

15.3

15.4

Signature of Allottee _______________________________

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Such changes/alterations in plans, designs, and specifications of the complex may result in changes in dimensions or area of the unit, to which the allottee, hereby gives his consent. 15.5 Developer shall exclusively determine as to what kind of materials shall be used in construction & development of the complex. Developer shall exclusively determine the specifications of the unit; nature of construction, type of outer faade, design of the complex and nature of facilities & services to be provided in the complex. Allottee shall have no say in these regards. Allottee will never interfere in activities of developer or in construction/development of the complex in any manner, whatsoever. Allottee shall have to apply to developer for taking reserved space for one car park for every unit of 500 Square Feet (46.45 Square Meter) in super area, which developer shall provide subject to availability on first-come-first serve basis. All visitors pre-designate car-parking space shall be available on first come first serve basis subject to payment of normal parking charges.

15.6 15.7

AR T ICLE 16: Miscellaneous 16.1 Within fifteen days of receipt of developer's call in writing, allottee shall inform in writing to developer about his preference as to whether allottee prefers lockable or unlockable unit. Developer shall, subject to availability on first-come-first serve basis, provide the unit to allottee in accordance with allottee's said preference. Any preferences given by allottee prior to developer's specific demand for such preference, shall be null and void. In case developer abandons the project of construction of the complex or part thereof due to any reason, developers liability shall be only to refund the amount paid by allottee to developer in respect of the unit. Save what has been stated in payment plan, i.e., Annexure A, developer shall not be liable to pay any return, penalty, interest or compensation to allottee under any circumstances whatsoever. Allottee shall from time to time execute & sign further documents and agreements including the Maintenance Policy and Fit-Out Policy of the complex, as may be required by developer in developers standard formats. In case allottee fails to execute any document or agreement so required by developer within 15 (fifteen) days of demand thereof (including on the ground of non acceptance of any clause or condition) it will be considered as material breach of terms and conditions of this allotment/agreement and consequences mentioned in article 12, above shall follow. Foreign allottee and allottee having NRI status shall himself be exclusively responsible to comply with necessary formalities as laid down in Foreign Exchange Management Act, Reserve Bank of India Act and/or any other law governing this transaction/deal including remittance of payments in India and acquisition of immovable properties in India. Developer shall not be responsible in case any third party makes any payment in allottees account for the unit. Allottee shall himself has to ensure that all payments for the unit are made only through authorised and approved channels/accounts. In case, it is ever found that any provision of any applicable law is not complied with or violated, it will be considered as material breach of terms and conditions of this allotment/agreement and consequences mentioned in article 12 above shall follow. Allottee shall have no right to change or ask for change in the name of the complex. Developer may at any time change the name of the complex. Developer shall also be entitled to give any other name to any particular building/building forming the part of the complex. Subject to what has been stated in other clauses of this agreement, allottee shall not be entitled to seek cancellation of this allotment/lease/agreement or reduction of area of the unit under any circumstance, whatsoever. However developer may in its sole discretion/prerogative accept allottees request (if any) [which request must be accompanied by No Objection Certificate of broker] to cancel this allotment/Lease/agreement or to reduce the area of the unit, but in such a situation developer shall be entitled to forfeit the earnest money for the whole unit (in case of cancellation) or proportionately on area sought to be reduced (in case of reduction of area), as the case may be, from amount refundable to allottee. In case allottee fails to furnish No Objection Certificate of broker, developer shall also be entitled to deduct all discounts availed of by allottee and commissions paid by developer to the broker for the unit/area sought to be reduced. Allottee shall not be entitled to claim any interest or appreciation from developer. Allottee has got his addresses registered/recorded in the records of developer at the time of making his application for allotment of the unit. In case of change in any address of allottee, allottee shall inform the developer in writing through registered A. D. Post. Developer shall send all its letters/notices and communications to the allottee at his residential or office address as per the said records of developer through registered/speed post or thorough courier. All such Letters/notices and communications so sent to the allottee shall be deemed to have been duly received by allottee

16.2

16.3

16.4

16.5

16.6

16.7

Signature of Allottee _______________________________

Page 9 of 10

within five days after dispatch. In case of joint allottees, all communication shall be sent by developer only to the allottee whose name appears first. Such communications shall for all purposes be considered as served on all allottees and no separate communication shall be necessary to be given to the other joint allottees. 16.8 Allottee shall send all communications/letters to the developer only through registered/speed post at developers office situated at 5-D, Plaza M-6, Jasola District Centre, New Delhi 110 025 or at such other address which the developer may declare in writing for this purpose. Delay or indulgence by developer in enforcing any term or condition of this allotment or any forbearance or giving time to allottee shall not be construed as a waiver on the part of developer nor shall the same in any manner prejudice any right of developer.

16.9

16.10 If any provision or term or condition of this agreement is held to be void or unenforceable by any competent Court/Authority, such provision/term/condition shall be deemed to have been deleted so far as it is reasonably consistent with the purpose of this agreement and remaining provisions, terms and conditions of this agreement shall remain valid and enforceable. 16.11 This agreement constitutes complete agreement and understandings between the parties on the subject hereof and supersedes all prior negotiations and/or agreements, either written or oral. 16.12 Developer shall not be bound by any oral or written commitments beyond the scope of terms and conditions of this agreement even if made by any broker or employee of developer. 16.13 This agreement has been prepared in duplicate, both copies of which have been signed by parties hereto. One original copy of this agreement shall be retained by developer and the other original copy shall be retained by allottee. AR T ICLE 17: Disput e r esolution 17.1 17.2 Rights and obligations of parties arising from or concerning this agreement shall be construed and enforced in accordance with the laws of India. In case of any dispute between the parties hereto (including their successors) concerning this agreement or matters arising there from, the same shall be adjudicated by way of arbitration, which shall be conducted by an arbitrator nominated by developer. Arbitration shall be held at New Delhi. Subject to arbitration clause, for all legal matters between the developer and allottee Courts/Tribunals/Forums at District Gautam Budh Nagar shall have the exclusive jurisdiction.

17.3

IN WITNESS WHEREOF the parties have signed this agreement on the date and at place first mentioned above.

___________________________ Authorised Signatory M/s. Spire Techpark Private Limited DEVELOPER

___________________________ Allottee

WITNESSES: 1. 2.

Page 10 of 10

ANNEXURE A: 100% Do wn Payment Plan W ith 12% Assur ed Re tu r n P er Annum Booking Amount : Rs. 2,00,000/- (Rs. Two Lakh Only) Already paid to developer vide developers receipt No. ____________ dated _______ To be paid by allottee Or Already paid to developer vide developers receipt No. ____________ dated _______ To be paid by allottee Or Already paid to developer vide developers receipt No. ____________ dated _______

First Installment :

20% of basic price (including booking amount) within 30 days from date of booking

Second Installment :

80% of basic price within 60 days from date of booking

Note: (1) (2) (3) (4) Date of Booking refers to date when application for booking is submitted to developer i.e., ________________ Service Tax as applicable shall be payable extra in accordance with law. Other charges (if any) shall be payable as agreement With effect from the date of receipt of second installment (i.e., with effect from the date of receiving 100% of basic price) developer will pay returns @ 12% (Twelve Percent) per annum on the amount of basic price received by developer. Service Tax on Basic Price shall not be included for calculating this return. This return shall be payable on monthly basis after deducting TDS. This return shall be inclusive of all Taxes including Service Tax, if applicable on such returns. This return shall be payable till the date of offer of possession of unit. No returns shall be paid on excess payments, if made. Developer represents that the allottee shall receive for a period of three years, with effect from date of offer of possession of said unit by developer, a minimum of Rs. 40/- (Rupees Forty only) per month per square feet of unit towards rent or otherwise in lieu of providing his unit for further sub-lease along with his share of common amenities and car parking. This condition (i.e., everything contained in this note No. 5) shall not be applicable if allottee gets allotment of lockable unit. In case of joint allottees amounts mentioned in note (4) and (5) above shall be payable to allottees in following ratio: ______% to Mr./Ms. ____________________________________________________________________________ ______% to Mr./Ms. ____________________________________________________________________________ Additional Charges* 1. Preferential Location Charges: First Floor: Second Floor: Third Floor: 2. Rs. 300/- (Rupees Three Hundred Only) per square feet Rs. 200/- (Rupees Two Hundred Only) per square feet Rs. 100/- (Rupees One Hundred Only) per square feet

(5)

(6)

Car Parking Space: Open: Rs. 2,00,000/- (Rupees Two Lakh Only) Per Car Covered: Rs. 3,60,000/- (Rupees Three Lakh Sixty Thousand Only) Per Car

3. 4.

Power Backup installation: Every space of 500 Square Feet (46.45 Square Meter) will come with power backup of 1 KVA load. Additional power backup load will be payable extra as per then prevailing rates One time lease rental charges: Rs. 100/- (Rupees One Hundred Only) per Square Feet.

* This list of additional charges is not exhaustive. These charges are payable within 15 (fifteen) days from the date of offer of possession. Other charges (i.e., charges apart from this list) are payable as per agreement

Signature of Allottee _______________________________

ANNEXURE A: 50% Do wn Payment Plan W ith 11% P er Annum Assur ed Re turn Booking Amount : First Installment : Rs. 2,00,000/- (Rs. Two Lakh Only) 20% of basic price (including booking amount) within 30 days from date of booking 30% of basic price within 60 days from date of booking Already paid to developer vide developers receipt No. ____________ dated _______ To be paid by allottee Or Already paid to developer vide developers receipt No. ____________ dated _______ To be paid by allottee Or Already paid to developer vide developers receipt No. ____________ dated _______ To be paid by allottee To be paid by allottee

Second Installment :

Third Installment : Fourth Installment :

25% of basic price within one year from date of booking 25% of basic price within two years from date of booking

Note: (1) (2) (3) (4) Date of Booking refers to date when application for booking is submitted to developer i.e., _______________ Service Tax as applicable shall be payable extra in accordance with law. Other charges (if any) shall be payable as per agreement With effect from the date of receipt of second installment (i.e., with effect from the date of receiving 50% of basic price) developer will pay returns @ 11% (Eleven Percent) per annum on the amount of basic price received by developer. With effect from the date of realization of third and fourth installment developer will also pay returns @ 11% (Eleven Percent) per annum thereon to allottee. In no case returns on amount of third installment shall begin prior to expiry of one year from the date of booking. In no case returns on amount of fourth installment shall begin prior to expiry of two years from the date of booking. Service Tax on basic price shall not be included for calculating this return. This return shall be payable on monthly basis after deducting TDS. This return shall be inclusive of all Taxes including Service Tax, if applicable on such returns. This return shall be payable till the date of offer of possession of unit. No returns shall be paid on excess payments, if made. Developer represents that the allottee shall receive for a period of three years, with effect from date of offer of possession of said unit by developer, a minimum of Rs. 40/- (Rupees Forty only) per month per square feet of unit towards rent or otherwise in lieu of providing his unit for further sub-lease along with his share of common amenities and car parking. This condition (i.e., everything contained in this note No. 5) shall not be applicable if allottee gets lockable unit. In case of joint allottees amounts mentioned in note (4) and (5) above shall be payable to allottees in following ratio: ______% to Mr./Ms. ____________________________________________________________________________ ______% to Mr./Ms. ____________________________________________________________________________ Additional Charges* 1. Preferential Location Charges: First Floor : Second Floor : Third Floor : 2. Rs. 300/- (Rupees Three Hundred Only) per square feet Rs. 200/- (Rupees Two Hundred Only) per square feet Rs. 100/- (Rupees One Hundred Only) per square feet

(5)

(6)

Car Parking Space: Open: Rs. 2,00,000/- (Rupees Two Lakh Only) Per Car Covered: Rs. 3,60,000/- (Rupees Three Lakh Sixty Thousand Only) Per Car

3. 4.

Power Backup installation: Every space of 500 Square Feet (46.45 Square Meter) will come with power backup of 1 KVA load. Additional power backup load will be payable extra as per then prevailing rates One time lease rental charges: Rs. 100/- (Rupees One Hundred Only) per Square Feet.

* This list of additional charges is not exhaustive. These charges are payable within 15 (fifteen) days from the date of offer of possession. Other charges (i.e., charges apart from this list) are payable as per agreement

Signature of Allottee _______________________________

ANNEXURE A: Do wn Paymen t Discount Plan Booking Amount : Rs. 2,00,000/- (Rs. Two Lakh Only) Already paid to developer vide developers receipt No. ____________ dated _______ To be paid by allottee Or Already paid to developer vide developers receipt No. ____________ dated _______ To be paid by allottee Or Already paid to developer vide developers receipt No. ____________ dated _______

First Installment :

20% of basic price (including booking amount) within 30 days from date of booking

Second Installment :

80% of basic price within 60 days from date of booking

Note: (1) (2) (3) (4) Date of Booking refers to date when application for booking is submitted to developer i.e., ____________________ Service Tax as applicable shall be payable as per agreement extra in accordance with law. Other charges (if any) shall be payable as per agreement. In case developer fails to offer possession of unit within three years from the date of execution of agreement, developer shall pay penalty @ 10% (Ten Percent) per annum on the amount of basic price received by developer with effect from 37th (Thirty Seventh) month from the date of execution of agreement till the date of offer of possession. This penalty shall be payable on monthly basis after deducting TDS. This penalty shall be inclusive of all Taxes including Service Tax, if applicable on such penalty. Service Tax on basic price shall not be included for calculating penalty. Developer represents that the allottee shall receive for a period of three years, with effect from date of offer of possession of said unit by developer, a minimum of Rs. 40/- (Rupees Forty only) per month per square feet of unit towards rent or otherwise in lieu of providing his unit for further sub-lease along with his share of common amenities and car parking. This condition (i.e., everything contained in this note No. 5) shall not be applicable if allottee(s) gets allotment of separately lockable unit. In case of joint allottees amounts mentioned in note (4) and (5) above shall be payable to allottees in following ratio: ______% to Mr./Ms. ____________________________________________________________________________ ______% to Mr./Ms. ____________________________________________________________________________ Additional Charges* 1. Preferential Location Charges: First Floor : Second Floor : Third Floor : 2. Rs. 300/- (Rupees Three Hundred Only) per square feet Rs. 200/- (Rupees Two Hundred Only) per square feet Rs. 100/- (Rupees One Hundred Only) per square feet

(5)

(6)

Car Parking Space : Open: Rs. 2,00,000/- (Rupees Two Lakh Only) Per Car Covered: Rs. 3,60,000/- (Rupees Three Lakh Sixty Thousand Only) Per Car

3. 4.

Power Backup installation: Every space of 500 Square Feet ( 46.45 Square Meter) will come with power backup of 1 KVA load. Additional power backup load will be payable extra as per then prevailing rates One time lease rental charges: Rs. 100/- (Rupees One Hundred Only) per Square Feet.

* This list of additional charges is not exhaustive. These charges are payable within 15 (fifteen) days from the date of offer of possession. Other charges (i.e., charges apart from this list) are payable as per agreement

Signature of Allottee _______________________________

ANNEXURE A: 25%-25%-50% Constr u c tion Linked Plan Booking Amount : Rs. 2,00,000/- (Rs. Two Lakh Only) Already paid to developer vide developers receipt No. ____________ dated _______ To be paid by allottee Or Already paid to developer vide developers receipt No. ____________ dated _______ To be paid by allottee

First Installment :

25% of basic price (including booking amount) within 30 days from date of booking

Second Installment :

25% of basic price within 15 days from date of completion of construction of structure of building/tower 50% of basic price within 15 days from date of offer for possession

Third Installment :

To be paid by allottee

Note: (1) (2) (3) (4) Date of Booking refers to date when application for booking is submitted to developer i.e., _________________ Service Tax as applicable shall be payable extra in accordance with law. Other charges (if any) shall be payable as per agreement In case developer fails to offer possession of unit booked by allottee within three years from the date of execution of agreement, developer shall pay penalty @ 10% (Ten Percent) per annum on the amount of basic price received by developer with effect from 37th (Thirty Seventh) month from the date of execution of agreement till the date of offer of possession. This penalty shall be payable on monthly basis after deducting TDS. This penalty shall be inclusive of all Taxes including Service Tax, if applicable on such penalty. Service Tax on basic price shall not be included for calculating penalty. This plan is available on lockable unit in multiples of 1000 Square Feet (92.90 Square Meter) only. Allottee opting for this plan shall have no right to claim unlockable unit. In case of joint allottees amounts mentioned in note (4) above shall be payable to allottees in following ratio: ______% to Mr./Ms. ____________________________________________________________________________ ______% to Mr./Ms. ____________________________________________________________________________ Additional Charges* 1. Preferential Location Charges: First Floor : Second Floor : Third Floor : 2. Rs. 300/- (Rupees Three Hundred Only) per square feet Rs. 200/- (Rupees Two Hundred Only) per square feet Rs. 100/- (Rupees One Hundred Only) per square feet

(5) (6)

Car Parking Space : Open: Rs. 2,00,000/- (Rupees Two Lakh Only) Per Car Covered: Rs. 3,60,000/- (Rupees Three Lakh Sixty Thousand Only) Per Car

3. 4.

Power Backup installation: Every space of 500 Square Feet (46.45 Square Meter) will come with power backup of 1 KVA load. Additional power backup load will be payable extra as per then prevailing rates One time lease rental charges: Rs. 100/- (Rupees One Hundred Only) per Square Feet.

* This list of additional charges is not exhaustive. These charges are payable within 15 (fifteen) days from the date of offer of possession. Other charges (i.e., charges apart from this list) are payable as per agreement

Signature of Allottee _______________________________

T RANSFER ENDORSEMENT S All interests, claims, rights, liabilities & obligations of Transferor(s) in space/unit measuring _________ Square Feet (__________ Square Meter) in Super Area in Information Technology Park named SPIRETEC being constructed & developed at Plot No. TZ-13A, Sector Tech Zone, Greater Noida Industrial Development Area, District Gautam Budh Nagar (Uttar Pradesh) as well as in agreement dated ______________ executed by developer in respect of aforesaid space/unit have been transferred to Transferee(s)

Particulars Transferor(s) (1) Name S/W/D of Address

Signatures

(2)

Name S/W/D of Address

Transferee

(1)

Name S/W/D of Address

(2)

Name S/W/D of Address

Developer

for M/s. Spire Techpark Private Limited

Authorised Signatory Date:

Signature of Allottee _______________________________

Signature of Allottee _______________________________

5D, Plaza M6, District Centre, Jasola, New Delhi - 110 025, T: (+91) 11 4051 5600, (+91) 11 4071 4000, Fax: (+91) 11 4051 5601, E: info@spireworld.in, W: www.spireworld.in