LETTER OF INTENT FOR MULTIPLEX LEASING INDIA

Parties:
(i) <Insert company name here>, a company incorporated under the Companies Act, 1956, registration no. <insert registration number of the company>, having its registered office at <insert companys registered office address>, India (hereinafter referred to as "<insert companys short name>/ Intending Lessee" which expression unless repugnant to the meaning and context hereof shall deem to mean and include its successors-in-interest and assigns) through its authorized representative, <enter name of the representative> of the ONE PART AND (ii) <insert company name here> , a company incorporated under the Companies Act, 1956, registration no. <insert registration number of the company>, having its registered office at <insert companys registered office address >,India (hereinafter referred to as "Developer/ Intending Lessor" which expression unless repugnant to the meaning and context hereof shall deem to mean and include its successors-in-interest and assigns) through its authorized representative, <enter name of the representative> of the OTHER PART

RECITALS

01. <Enter the complete land details of the project here>. 02. DEVELOPER is in the process of development of a commercial complex under the name and style of "<ENTER PROJECT NAME HERE>, <enter location of the project here> (the "SAID MALL"), on the Said land. 03. <Insert name of the broker firm / agency if any> (<insert broker firms / agencys short name) was approached by DEVELOPER to be the transaction consultant for their multiplex cinema theatre in <enter project name here>, <enter location of the project here>. 04. < insert broker firms / agencys short name > has approached <INSERT COMPANYS SHORT NAME> on behalf of DEVELOPER to build a multiplex cinema theatre ("THE MULTIPLEX") in the Said Mall as per the specifications provided in Annexure- 2 of this LOI ("DEVELOPERs SCOPE OF WORK") and enter into further agreements to enable <INSERT COMPANYS SHORT NAME> to operate the Multiplex. 05. <INSERT COMPANYS SHORT NAME> has also approached DEVELOPER for grant on conducting/lease basis, as may be mutually agreed between the parties, the Multiplex, for the purpose of running a <enter number of screens> multiplex and concession counters and associated retail activities (hereinafter collectively referred to as ("PERMITTED BUSINESS"). 06. AND WHEREAS after negotiations and deliberations, DEVELOPER has agreed to grant on conducting/lease basis as may be mutually agreed between the parties, to <INSERT COMPANYS SHORT NAME>, a Carpet Area of <enter worked out carpet area for the multiplex> corresponding to a Chargeable Area of <enter worked out chargeable area for the multiplex>, (Final Carpet Area and Chargeable Area and also the final Chargeable Area of Ticketing Counter on the <enter the floor details of the multiplex> will be subject to final drawings and joint measurement by the Parties). 07. OBJECTIVE OF THE PARTIES 7.1 DEVELOPER shall construct the Multiplex in the Said Mall as per mutually agreed specifications provided in Part-1 of Annexure- 2 (DEVELOPER'S SCOPE OF WORK) of this LOI. The scope of fit out works to be provided by <INSERT COMPANYS SHORT NAME> in the Multiplex area is also mentioned in Part-II of the Annexure- 2. 7.2 The Parties shall enter into further agreements, (if required), to enable <INSERT COMPANYS SHORT NAME> to operate the Multiplex. 7.3 The Parties agree that the definitive agreements/ any other agreements to be entered into between the Parties in future shall be on the broad terms and conditions enclosed hereto as Annexure -1 (Terms and Conditions).

THIS INTENT OF THE PARTIES a) Definitive Agreement (s) means, Business Conducting Agreement/ Lease Deed or such other agreement as may be advised by the respective Advocates/ Solicitors of the Parties shall be and shall always be executed before the commencement of commercial operations of the Multiplex and shall contain all the terms and conditions articulated herein. b) This LOl is signed in duplicate, resulting in two identical documents that shall be construed as originals. Each of the Parties shall be entitled to keep one of the documents each for their record. c) This LOI is intended to be a summary of the proposed terms for the future transactions between the parties and also broad terms of the Lease/ Business Conducting Agreement or such other agreement (s) as may be decided by the solicitors/ advocate (s) of the parties. IN WITNESS WHEREOF, the Parties hereto have signed this LOI at <enter the location of signing of the LOI>, on the date <enter the date of signing of the LOI> in the presence of following witnesses.

For and on behalf of <INSERT COMPANYS SHORT NAME>

For and on behalf of DEVELOPER

Director

Director

(Authorized Signatory)

(Authorized Signatory)

Witnesses: i.

ii.

Annexure: Annexure 1: Terms & Conditions Annexure 2: DEVELOPER's & <INSERT COMPANYS SHORT NAME>'s Scope of Work

Annexure 1: Terms & Conditions 1. Proposed Format

Screens Total no of Seats

2.

Multiplex Area The Premises shall be comprising of the Chargeable Area of <enter worked out carpet area for the multiplex> corresponding to a Carpet Area of <enter worked out chargeable area for the multiplex> on the <enter floor details of the multiplex> of the Said Mall shall mean and include, clear floor space including the internal walls, AHU rooms, AC plant room, projection rooms and the columns inside the Premises The Chargeable Area shall mean Carpet Area of the Premises plus 20% area ("CHARGEABLE AREA").

Space taken for the multiplex (sq-ft) ("the Premises")

Carpet Area

Chargeable Area

3.

Commercials The consideration payable by <INSERT COMPANYS SHORT NAME> to DEVELOPER shall be on Revenue Sharing basis (RS) <enter desirable revenue sharing not> *The Minimum Guarantee (MG) to be paid by <INSERT COMPANYS SHORT NAME> to DEVELOPER shall be <enter desirable minimum guarantee for the multiplex> keeping all factors in mind and as mutually agreed between <INSERT COMPANYS SHORT NAME> and DEVELOPER in a one to one discussion at the DEVELOPER office in <enter the office location of the developer> .

Monthly Rent

The net revenue would be calculated as the sum of (i) gross ticket sales minus the entertainment tax or any other similar levy or tax, if applicable in future and (ii) Concessionaries sales minus sales tax/Vat and applicable taxes.

Method of Computation of RS and payment:

At the end of each month , the RS will be calculated based on the aggregate Net Box Office Revenue and Net Concession Revenue (Revenue earned from Concessionaries counters) as defined above for the given period The RS shall be paid by the 10th of the following month for the month to which it pertains. Any delay in payment of amount on due date shall attract levy of interest @ 15% p.a. tor the period of delay

Common Area Maintenance (CAM)

<INSERT COMPANYS SHORT NAME> shall pay to DEVELOPER the CAM charges against receipt of CAM services @ Rs.<enter the amount of CAM charges> (<enter the amount in words>) per square feet per month (exclusive of Service Tax or any other taxes or impositions) of the Chargeable/Super Built up Area i.e. <enter worked out chargeable area for the multiplex> during the first three years of the Business Conducting Agreement or the Lease, as the case may be, in terms of this LOI. However the CAM charges for the First year would be Rs. <enter the amount of CAM charges> sq.ft. on Carpet Area. For Second year the Cam charges would be Rs. <enter the amount of CAM charges> sq. ft. on Carpet Area and from Third year onwards CAM charges would be Rs. <enter the amount of CAM charges> sq.ft. on Super Built Up area.

After the first three year the CAM will be reviewed and revised mutually. However if any substantial changes in power tariff within the period then the CAM Charges may be reviewed mutually.

HVAC CHARGES

DEVELOPER will provide dedicated HVAC high side consisting of multiple chillers, chilled water pumping pumps and AHUs. However, the operational/ running charges and also the cost of annual maintenance charges of the HVAC, exclusively provided for the Multiplex shall be borne and paid by the <INSERT COMPANYS SHORT NAME>.

Utility Charges within the Premises

Electricity, water and air-conditioning charges with respect to the Multiplex, Box Office and the Ticket Counter Space shall be borne and paid by <INSERT COMPANYS SHORT NAME> as per actual meter readings or sub-meter or as per any suitable mechanism as provided by DEVELOPER for all the occupants in <enter project name here>.

To measure the actual consumption of electricity a dual source Kwh meter or any suitable mechanism to be installed by DEVELOPER in the incoming feeder line from DEVELOPER's panel to <INSERT COMPANYS SHORT NAME>'s LT panel Legal Due Diligence Ownership and approval documents to be provided by DEVELOPER to <INSERT COMPANYS SHORT NAME> within 30 days from the date hereof, which shall be subject to due diligence by the lawyers of <INSERT COMPANYS SHORT NAME> and any clarification on same, if sought for by <INSERT COMPANYS SHORT NAME> shall be provided by DEVELOPER with available documents or clarification if any pointed out by the lawyer of <INSERT COMPANYS SHORT NAME> shall be provided by DEVELOPER within 30 days or within such period as may be mutually decided by the Parties.

The execution of the Lease Deed/Business Conducting Agreement is subject to completion of the due diligence, and if the same is delayed the execution of the Lease Deed/ Business Conducting Agreement shall stand extended accordingly.

Interest Free Refundable Security Deposit

3 months of the Revenue Sharing by the <INSERT COMPANYS SHORT NAME> according to their target projections for the first three months of the operations. The Security Deposit will be paid as follows: 25 (Twenty Five) % at the time of signing of this LOI, 25 (Twenty Five) % at the time of signing of the Deed of Lease/Business Conducting Agreement and the rest 50 (Fifty) % at the time of handover of the premises completing the DEVELOPERs scope of work.

Stamp Duty & Registration Charges

The Intending Party will bear the Stamp Duty and Registration Charges Each party will bear and pay its respective legal and Consulting Charges. To be borne and paid by the DEVELOPER during the entire term of Lease/ Business Conducting Agreement or any other agreement entered into between the parties. DEVELOPER alone shall be entitled to the benefit of Entertainment Tax Exemption as per the existing or modified or new, as the case may be, policy of the Government of <enter the state of the project>. However, if under any circumstances the benefit comes to <INSERT COMPANYS SHORT NAME> then <INSERT COMPANYS SHORT NAME> will pass on the benefit to DEVELOPER. Service taxes or any similar taxes on the rent/ CAM Charges and/or any other payable by <INSERT COMPANYS SHORT NAME>, as applicable, will be borne and paid by <INSERT COMPANYS SHORT NAME>. To be borne by <INSERT COMPANYS SHORT NAME> <INSERT COMPANYS SHORT NAME> agrees that the Multiplex shall be used only for the Permitted Business purpose mentioned in this LOI, i.e. for a multi-screen cinema / matches (Cricket / Football),live audio visual performances, audio visual conferences and allied retail activities and no other business shall be carried on there from. If any unauthorized business is carried on in the Multiplex, <INSERT COMPANYS SHORT NAME> shall be solely responsible and liable to all consequences thereof and DEVELOPER shall have the right to terminate the Business Conducting Agreement/ Lease entered into between the Parties pursuant to this LOI, and claim damages for breach of contract. The size and location of the signage will be mutually decided.

Legal & Consulting Charges

Property and Municipal Taxes

Entertainment Tax Exemption

Service Tax on Lease

Sales Tax on Concessions Restriction on Usage

Signage Space

4.

Term and other Factors <enter no. of years for the business> years with option for renewal DEVELOPER shall handover the Multiplex shell with completed prepossession specification (DEVELOPER's Scope of Work as mentioned in Annexure 2 hereto) to <INSERT COMPANYS SHORT NAME> on or before <enter the date/ month of handover for fit outs> ("HANDOVER DATE FOR FIT OUTS) First Five years Lease/Business Conducting Agreement or any similar agreement as per the laws of the State as may be advised by the Advocates/Solicitors of the parties. Construction Approvals, license(s), permission(s), consent(s) and NOC(s) of any Governmental or quasi governmental body or authority that are required for the location, construction and completion of <enter project name here> and Multiplex on the Said Land which are to be obtained and / or if required to be maintained, shall be obtained and maintained by DEVELOPER.

Proposed business Term

Handover for fit out

Lock-in Period Type of Agreement

Construction Approvals & Operational Licenses

Operational Licenses

shall mean the license(s) / permission(s), approvals, consents and NOC(s) including the license(s) under section 3(1) of the Cinemas Rules (other than Construction Approvals as defined above) for conducting the business of operating Multiplex Cinema Theater, which are to be obtained and maintained by the <INSERT COMPANYS SHORT NAME> shall be obtained and maintained at the cost of <INSERT COMPANYS SHORT NAME>. Cinema, matches (Cricket / Football) exhibition, live audio visual performances, audio visual conference, concessions, food and beverages, promotional activities, movie merchandise, memorabilia, and related activities within the Premises. <Enter the no. of days after which the profit sharing begins> days after the fit out Handover date or operation of the Multiplex whichever is earlier.

Permitted Use

Profit sharing Commencement Date

5. Parking

Mall Criterion A minimum of <enter the amount of car parking> non exclusive car parking shall be provided to the use of visitors/ occupants of <enter project name here>.

Dispute Resolution and Exit

In case of dispute, the Parties at the first instance shall settle it amicably, if it is not settled amicably, then panel of three arbitrators shall be appointed in accordance with the Arbitration and Conciliation Act, 1996. The cost of such arbitration proceedings shall be borne equally. The award shall be in writing and shall be binding on the Parties. The language used in the proceedings shall be English language. The place of Arbitration shall be at <enter the state of project>. The detailed procedure of Arbitration shall be specified in the Definitive Agreement (s). Subject to the aforesaid, Courts in <enter the state of project> shall have exclusive jurisdiction. This LOI shall be governed and construed in accordance with the laws of India.

Jurisdiction

N.B. Fire Insurance and clearance to be procured by the lessor. Annexure 2: SCOPE OF WORK

General (i) (<INSERT COMPANYS SHORT NAME>) would co-operate to the fullest extent for effectively reducing the cost factor for the DEVELOPER's Scope of Work <INSERT COMPANYS SHORT NAME> will give their inputs on the current drawings of the multiplex and finalise the drawing of the multiplex with the discussion of the concerned architect for the project as appointed by DEVELOPER Construction. But this procedure will start only after signing of the Letter of Intent (LOI).

(ii)

1. Floor Construction a. RCC Slab, Auditorium floor, Flooring of Lobby, Box Office, Exit Passage, Admin office. Stores, Toilets and wall dado tiles of Toilets / Concession Area shall be completed using flooring as per DEVELOPER specifications and shared with <INSERT COMPANYS SHORT NAME>. Cost would be no more than Rs.100/-. 2. Roof Construction a. Solid RCC or Lightweight roof construction as per the DEVELOPER Architect's design conforming to applicable Safety codes and according to I.S code, seismic parameter. Required Water proofing treatment shall be done. b. False Oiling work as per design and specifications of <INSERT COMPANYS SHORT NAME> and DEVELOPER mutually for Lobby, Toilet, Exit Passage, Admin Office, Store, Box Office etc.

3. Interior and Exterior Walls a. DEVELOPER will provide all civil works, including partition walls, in RCC/brickwork, as per drawings reasonably agreed to <INSERT COMPANYS SHORT NAME>. Walls dividing the auditoriums and lobbies wall be made of sound proofing as per specifications and drawing of DEVELOPER shared with <INSERT COMPANYS SHORT NAME>

4. Plumbing and Drainage

a. Plumbing and drainage will be provided for the designated areas of toilets and concessions. DEVELOPER shall provide continuous supply of potable water at cafeteria. 5. Toilets a. Toilets will be provided by DEVELOPER as per the <INSERT COMPANYS SHORT NAME> specifications mutually agreed by both the parties. The toilet count for WCs, wash basins, and urinals shall follow the NBC guidelines. Covers on sinks, mirrors, and the WC/Urinal divider panels, will he provided by DEVELOPER.

6. Handicapped Access All auditoriums, toilets, and lobbies shall be accessible to handicapped persons within the scheduled premises per the NBC.

7. HVAC DEVELOPER will provide the complete air-conditioning system, including AHUs, cooling towers, condensing, chilled water pumps, ducts, piping with insulation, starter, electrical panels, and cables. Separate AHUs shall be provided for each auditorium. Cut-outs for fresh air for all AHU and auditorium smoke, projection, concession and toilet exhausts shall be provided as per the drawings. Air conditioner for the office rooms, box office and the shall be provided by DEVELOPER.

8. Electricity A raw power supply with 3-phase, neutral and earth at one point within the scheduled premises shall be provided. Cable of adequate size shall be terminated into the <INSERT COMPANYS SHORT NAME> main electrical panel. Earthing strip and meter shall also be provided. All works related to Low side electrical work of Multiplex including electrical, data, voice, IT related conducting, wiring, and cabling. DB's, panels, switches, Junction Boxes, Centralized UPS of required capacity, Light Fixtures, Step Lights etc as per design and specifications given by <INSERT COMPANYS SHORT NAME> for all areas like lobby, auditorium, box office, Exit passage, concession area, toilets, Projection Room, AHU room etc.The DG set shall be provided by DEVELOPER. 9. Fire Detection and Protection High side and low side fire detection and protection job as per the safety code to be provided by DEVELOPER.

10. Communication and Security Conduit ducts within scheduled premises for telephone tapping shall be provided by DEVELOPER. Cabling for satellite / cable TV shall be provided by DEVELOPER within scheduled premises at one point only, (to be discussed).

11. Vertical Transportation One elevator from around up to the projection floor level shall be provided. (As per attached layout). Staircase or escalators as per the mutually agreed upon layout. (As per attached layout) (To be discussed)

<INSERT MALL DEVELOPER COMPANYS SHORT NAME> SCOPE OF WORK

1. Entire Multiplex fit out including seats and all finishes. 2. Low side AC. (High Side AC will be provided by DEVELOPER)

3. Entire Sound system for entire Multiplex. 4. Projection Equipments. 5. Running and operations cost of the multiplex. 6. Manpower cost for running the Multiplex. 7. Multiplex Signage's. 8. Internal and External and Free Standing Posters regarding the multiplex in and around the commercial complex as per the macro commercial complex design will be installed by <INSERT COMPANYS SHORT NAME>. The scope of work of <INSERT COMPANYS SHORT NAME> is absolutely restricted to 8 (eight) points as mentioned above under the heading <INSERT COMPANYS SHORT NAME> SCOPE OF WORK. Any other elements required to run the multiplex will be under the scope of work of DEVELOPER.