Copyright Biztree Inc. 2010. All rights reserved.

Protected by the copyright laws of the United States and Canada and by

MASTER LEASE AGREEMENT

This Lease Agreement (the Agreement) is made and effective [DATE],
BETWEEN:

[*] (the "Lessor"), a corporation organized and existing under the laws of the
Emirates of Ras Al Khaimah, United Arab Emirates, with its head office located at
2nd Floor, Time Travel Building, Oman Street, Ras Al Khaimah. Represented by
Dr Bhushan Sainani, an Indian national holding passport number [*]

AND:

[*] (the "Lessee"), a corporation organized and existing under the laws of the Ras
Al Khaimah, United Arab Emirates, with its head office located at [*]. Represented
by Mr. P.K. Sasi Dharan, and Indian national with passport no [*].

RECITALS
A.

Lessor owns and holds exclusive management rights to the following described real estate
residential and commercial property:
[*] Tower, a mixed use development with a total number of [*] residential and commercial units, the
Facility

B.

Lessee is a professional property management company and having tie-ups with tourism
company(s) to rent and operate the Facility very effectively for high yield of rentals, the Tourism
Business.

C.

Lessee has approached the Lessor to rent a substantial portion of the rentable area in the
Facility for purpose of subletting it to tourism company(s) to accommodate guests on short term
basis.

D.

Lessor has consented to the same and desires to lease certain units in the Facility to the
Lessee on the terms and conditions agreed hereinafter in this Agreement.

In consideration of the mutual covenants contained herein, the parties agree:

1. INTERPRETATIONS
In this Agreement unless the context otherwise requires, the following definitions apply;
1.1 AGREEMENT

This lease Agreement for Units Subject to Lease and Units

Subject to Further Lease to be leased by the Lessor to the
Lessee.

1.2 FACILITY

Union Tower, a mixed use development, as defined in

preamble clause A as detailed in Schedule I.

1.3 UNIT SALEABLE AREA

the floor area exclusively allocated to a Property Unit

comprising the area contained within the enclosing walls of
the Unit measured up to the exterior face of the external walls
or the centre lines of a separating wall between adjoining

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units, as the case may be, provided that enclosing walls

separating a Unit from a light well, a lift shaft or any similar
vertical shaft, or a common area, shall be deemed an
external wall and its full thickness shall be included, and
further provided that, all internal partitions and columns within
the Unit shall be included, as such balconies and other similar
features, but Common Areas are excluded.
1.4 COMMON AREAS

Areas other than Unit Sellable Areas and parking slots, such
as staircases, lift shafts, lobbies, corridors, communal toilets,
swimming pool, helipad, or those areas which are usually
considered as shared or common property within the Facility.

1.5 TERM

Duration of the Agreement as defined in Clause 4

1.6 UNITS
LEASE

SUBJECT

TO

Subject to Clause 3, the Property Units which were concluded

as leased under tranche one, at the same time when the
lease Agreement was signed. Such units are concluded as
leased and consideration is fixed, as detailed in Schedule III.

1.7 UNITS
SUBJECT
FURTHER LEASE

TO

Subject to Clause 3, the Property Units, following the tranche

one and conclusion of lease against Units Subject to Lease,
to be leased in future by way of tranche two, tranche three,
tranche four and so on, by the Lessor to the Lessee under
same terms and conditions applicable to the Units Subject to
Lease under the Lease Agreement, after the time when
Lease Agreement was signed.

1.8 PROPERTY UNITS

Total 206 number of livable/usable property units with a total

Unit Sellable Area of 164, 213.50 square feet as detailed in
Schedule II.

1.9 GRACE PERIOD

A period of 75 days starting from the Commencement Date

where a rent holiday is granted by the Lessor to the Lessee
applicable only to the Units Subject to Lease.

1.10 COMMENCEMENT
DATE

The date on which the Lessee is supposed to commence and

conduct its business on the Leased Premised and rentals will
start to be calculated subject to Grace Period available to the
Lessee.

1.11 JOINT VENTURE

AGREEMENT

The agreement dated [*] signed between the Ultimate Owner

of Lessor and the Ultimate Owner of the Lessee, to establish
and run an unincorporated joint venture where Lessee will act
and be used exclusively as a legal business entity to conduct
the Tourism Business, Manage, Maintain and Up-keep the
Facility and lease the Units Subject to Lease and Units
Subject to Further Lease from the Lessor.

1.12 ULTIMATE OWNER OF

LESSOR

M/S RAK Holding, a corporation organized and existing under

the laws of the Emirates of Ras Al Khaimah, United Arab
Emirates, with its head office located at Villa No.3, Khuzam
Area, Ras Al Khaimah.

1.13

Mr. P.K Sasi Dharan, an Indian national with passport number

ULTIMATE OWNER OF

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LESSEE
1.14

[*]

LEASED PREMISES

Units Subject to Lease and Units Subject to Further Lease

jointly with Common Areas of the Facility and only those
portions of the Common Areas which are considered as part
and parcel of the Units Subject to Lease and Units Subject to
Further Lease.

1.15 DEFECTS LIABILITY

PERIOD

The period commencing on the Commencement Date and

expiring on the date ten (10) months after the
Commencement
Date
during
which
contractors,
subcontractors and suppliers involved in construction and
development of Facility can be recalled to fix, rectify or repair
certain item which are covered under warranty during this
period.

1.16

The notice sent by the Lessee to the Lessor to lease Units

Subject to Further Lease as tranche two, tranche three,
tranche four and so on, format described as Schedule IV.

NOTICE OF LEASE

1.17.
Use of the singular shall include the plural and vice versa and any one gender includes
the other genders and any reference to "persons" includes natural persons, firms, partnerships,
companies and corporations.
1.18.
The clause headings are included for convenience only and shall not affect the
interpretation of this Agreement.
1.19.

All dates and periods shall be determined by reference to the Gregorian calendar.

1.20.
Following are the Schedules form part of this Agreement and shall have effect as if set
out in full in the body of this Agreement and any reference to this Agreement includes the
Schedules.
(a)
(b)
(c)
(d)
(e)
(f)
(g)

Schedule I
Schedule II
Schedule III
Schedule IV
Schedule V
Schedule VI
Schedule VII

Detail of Facility
Detail of Property Units
Units Subject to Lease
Notice of Lease
Payment Plan
Plans and Specifications
List of Warranty Certificates & Documents

1.21.
If any provision in a definition in this Agreement is a substantive provision conferring
rights or imposing obligations then, notwithstanding that it is only in the interpretation clause of
this Agreement, effect shall be given to it as if it were a substantive provision in the body of this
Agreement.
2. DESCRIPTION OF PREMISES
Lessor leases to Lessee the Units Subject to Lease and Units Subject to Further Lease in the Facility
located at Al Dafan, Al Nakheel, Ras Al Khaimah, and described more particularly in preamble Clause A,
as detailed in Schedule I.
3. GRANT OF LEASE

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(a) It is estimated that Lessee will get an approximate one hundred twenty five (125) number of
Property Units on lease from the Lessor by way of multiple tranches as and when required by the
Lessee based on the nature and requirement of Tourism Business, subject to availability of
Property Units in the Facility with the Lessor at that time.
(b) The first tranche comprises a total number of fifty (50) Property Units with a mix of studios, one
bedrooms and two bedrooms, the Units Subject to Lease as defined in Clause 1.6, as detailed
in Schedule III.
(c) Lessee, based on the nature and requirement of Tourism Business will evaluate the need of
further Property Units to be leased by the Lessee from the Lessor at any given time during the
Term and not later than one year earlier to the end of the Term, will send Notice of Lease, in two
originals dully signed by the Lessee, to the Lessor to lease additional Property Units in the
Facility, subject such additional number of units are not less than five (5) and are multiple of five
(5) if it is more than five (5). This will be considered as tranche two to lease the further Property
Units. Such notice can be sent multiple times to repeat the leasing process for onward tranches
of tranche three, tranche four and so on.
(d) Lessor within fifteen (15) days of receipt of Notice of Lease will allocate, subject to availability,
the required number of units to be leased to the Lessee or will inform the Lessee in writing about
its inability to arrange the same or if there is any variation to the number of units available as
compare to the number of units required by the Lessee.
(e) If Property Units are available, Lessor will accept the Notice of Lease and will return one original
Notice of Lease back to the Lessee. Property Units thus agreed will be leased from the date of
acceptance followed by the possession of Property Units to be shifted to the Lessee and such
units will become Units Subject to Lease and will be treated under this agreement as per
particulars given in the Notice of Lease.
(f)

Lessor, in consideration of the rents to be paid and the covenants and agreements to be
performed and observed by the Lessee, does hereby lease to the Lessee and the Lessee does
hereby lease and take from the Lessor the Units Subject to Lease described in Schedule III and
Units Subject to Further Lease, together with fixtures and improvements located therein.

4. DURATION OF LEASE
(a) The duration of this lease Agreement is five (5) calendar years which shall begin on the
Commencement Date and end on 5 th anniversary of the Commencement Date subject to an early
termination or an annual renewal for each year of Term based on the review of rental market
conditions and performance of the Lessor with respect to the Joint Venture Agreement.
(b) Duration of lease for Units Subject to Lease is five (5) years which shall begin on the
Commencement Date and end on 5 th anniversary of the Commencement Date, subject to Clause
4(a).
(c) Duration of lease for each tranche of Units Subject to Further Lease will start from the date on
which Notice of Lease is accepted by or possession of Units Subject to Lease was given to the
Lessee by the Lessor, whichever is later, and will end on 5 th anniversary of the Commencement
Date, subject to Clause 4(a).
5. EXTENSIONS AND RENEWALS

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The Parties hereto may elect to extend or renew this Agreement at sole discretion of the Lessor and upon
such terms and conditions as may be agreed upon in writing and signed by the Parties at the time of any
such extension or renewal.
6. DETERMINATION OF RENT
The Lessee agrees to pay the Lessor and the Lessor agrees to accept, during the Term hereof, at
such place as the Lessor shall from time to time direct by notice to the Lessee, rent at the following
rates and rentals;
(a) Annual rent for the term of the lease for Units Subject to Lease shall be a total amount of AED [*]
(b) Annual rent for the term of lease for Units Subject to Further Lease shall be calculated on each
Notice of Lease based on the same bench marked rates applicable to the Units Subject to Lease
or as mutually agreed by the Parties and written in the Notice of Lease.
(c) The annual rent for Units Subject to Lease shall be payable by the Lessee to the Lessor on
monthly basis starting one month after the expiry of Grace Period, as detailed in Payment Plan,
attached as Schedule V.
(d) The annual rent for Units Subject to Further Lease shall be payable by the Lessee to the Lessor
on monthly basis starting one month later from the date on which Notice of Lease is accepted by
or the possession of Units Subject to Lease was given to the Lessee by the Lessor, whichever is
later, as per particulars of Notice of Lease.
(e) Reference to yearly rent hereunder shall not be implied or construed to the effect that this Lease
or the obligation to pay rent hereunder is from year to year, or for any term shorter than the
existing Lease term, plus any extensions as may be agreed upon.
(f)

A late fee with a rate of one percent (1%) shall be levied on the balance due if payment is not
postmarked or received by Lessor on or before the tenth day of the installment due date, save
for any date agreed in Payment Plan or Notice of Lease as the case may be.(payment plan to be
amended to reflect payment delay without penalty in first and 2 nd month of rentals, payment can
be satisfied with the third month payment)

7. USE OF PROPERTY BY LESSEE

(a) The Leased Premises may be occupied and used by the Lessee exclusively for the Tourism
Business as described in preamble Clause B where Lessee will maximize rentals by renting the
Property Units to the tourism guests as like in hotel industry on day-to-day short terms basis so
that high rental yields can be achieved with an expectation to have such rental yields three times
higher than the rental yield achieved on conventional renting method by way of annual rentals.
(b) During first year of Term Lessee will be allowed to rent out some Property Units on conventional
method by way of annual rentals subject the proportion of so rented Property Units does not
exceed more than twenty percent (20%) of the total number of Units Subject to Lease or Units
Subject to Further Lease. The rationale to give such kind of exception in the first year of Term is
to help Lessee in increasing occupancy until that time the Facility becomes reputed in terms of
Tourism Business. Such exception can further be extended to second year by mutual discussions
based on valid reasons justifying such an extension, save for any of those existing tenants who is
already renting Property Units starting from the first year and wants to continue with its tenancy
contracts.

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(c) Nothing herein shall give Lessee the right to use the property for any other purpose or to
sublease, assign, or license the use of the property to any Sub-Lessee, assignee, or licensee,
which or who shall use the property for any other purpose or use.
8. RESTRICTIONS ON USE
(a) Lessee shall not use the demised premises in any manner either it is illegal or unlawful or the use
that will increase risks covered by insurance on the demised premises and result in an increase in
the rate of insurance or a cancellation of any insurance policy, even if such use may be in
furtherance of Lessees business purposes.
(b) Lessee shall not keep, use, or sell anything contrary to any law of the country or rules and
regulations of the government authorities or if it is prohibited policy of fire insurance covering the
demised premises, and shall comply with all requirements of the insurers applicable to the
demised premises necessary to keep in force the fire and liability insurance.
9. WASTE, NUISANCE, OR UNLAWFUL ACTIVITY
Lessee shall not allow any waste or nuisance on the demised premises, or use or allow the demised
premises to be used for any unlawful purpose.
10. DELAY IN DELIVERING POSSESSION
This lease Agreement shall not be rendered void or voidable by the inability of the Lessor to deliver
possession to the Lessee on the Commencement Date. Lessor shall not be liable to Lessee for any loss
or damage suffered by reason of such a delay; provided, however, that Lessor does deliver possession
no later than August 31, 2013. In the event of a delay in delivering possession, the proportionate rent for
the period of such delay will be deducted from the total rent due under this lease Agreement. No
extension of this lease Agreement shall result from a delay in delivering possession.
11. SECURITY DEPOSIT
The Lessee has deposited with the Lessor a sum of [*] as security for the full and faithful performance by
the Lessee of all the terms and conditions of this lease required to be performed by the Lessee. Such
sum shall be returned to the Lessee on the expiry of the Term, provided the Lessee has fully and faithfully
carried out all of its terms and covenants. In the event of a bona fide sale of the property of which the
leased premises are a part, the Lessor shall have the right to transfer the security to the purchaser to be
held under the terms of this lease, and the Lessor shall be released from all liability for the return of such
security to the Lessee. (This deposit will be given as lien on two units in YT)
12. TAXES, GOVERNMENT FEE AND INSURANCE
(a) The Lessee shall be liable for all government fees, local authority charges and taxes levied
against any leasehold interest of the Lessee or personal property and trade fixtures owned or
placed by the Lessee in the Leased Premises.
(b) Lessor will keep the Facility insured under a full property all risk (PAR) insurance cover from a
reputed insurance company.

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(c) Lessor will keep the Facility insured under a comprehensive third party liability (TPL) insurance
cover from a reputed company with a value not less than dirham two million only (AED
2,000,000).
13. IMPROVEMENTS BY LESSEES
(a) Lessee may have prepared plans and specifications and may plan during the Term for the
construction of any sort of improvements to Leased Premises, and, if so, such plans and
specifications are attached hereto as Schedule VI and incorporated herein by reference.
(b) For any sort of future improvements Lessee will take prior written consent of the Lessor prior to
the construction or such improvement. Lessor, at its sole discretion, may abstain Lessee from
doing any sort of improvements are amendments.
(c) Lessee shall obtain all certificates, permits, licenses and other authorizations of governmental
bodies or authorities which are necessary to permit the construction of the improvements on the
demised premises and shall keep the same in full force and effect at Lessee's cost.
(d) Lessee shall negotiate, let and supervise all contracts for the furnishing of services, labor, and
materials for the construction of the improvements on the demised premises at its cost. All such
contracts shall require the contracting party to guarantee performance and all workmanship and
materials installed by it for a period of one year following the date of completion of construction.
Lessee shall cause all contracts to be fully and completely performed in a good and workmanlike
manner, all to the effect that the improvements shall be fully and completely constructed and
installed in accordance with good engineering and construction practice.
(e) Upon completion of construction, Lessee shall, at its cost, obtain an occupancy permit and all
other permits or licenses necessary for the occupancy of the improvements and the operation of
the same as set out herein and shall keep the same in force.
(f) Nothing herein shall alter the intent of the Parties that Lessee shall be fully and completely
responsible for all aspects pertaining to the construction of the improvements of the demised
premises and for the payment of all costs associated therewith. Lessor shall be under no duty to
investigate or verify Lessee's compliance with the provision herein. Moreover, neither Lessee nor
any third party may construe the permission granted Lessee hereunder to create any
responsibility on the part of the Lessor to pay for any improvements, alterations or repairs
occasioned by the Lessee. The Lessee shall keep the property free and clear of all liens.
14. UTILITIES
Lessee shall pay for all water, sanitation, sewer, electricity, light, heat, gas, power, fuel, janitorial, internet,
telephone, fax and any other services incident to Lessee's use of the Leased Premises, whether or not
the cost thereof be a charge or imposition against the Leased Premises. (generators or private electricity
generation is excluded)
15. OBLIGATIONS FOR REPAIRS
(a) Subject to any provisions herein to the contrary, and except for maintenance or replacement
necessitated as the result of the act or omission of Lessee, occupants, licensees or Lessees
contractors, the Lessor shall make construction suppliers, contractors and subcontractors of
building repair only defects, deficiencies, deviations or failures of materials or workmanship in the
building occurred during construction. The Lessor shall make the suppliers, contractors and
subcontractors keep the Leased Premises free of such defects, deficiencies, deviations or failures

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during the Defects Liability Period subject to warranties and bonds agreed with the suppliers,
contractors and subcontractors.
(b) For the purpose of Clause 15(a) the Lessor has handed over all plans, specifications, warranties,
certificates and all other documents related to the Defect Liability Period along with the contact
details of suppliers, contractors and subcontractors, attached herewith as Schedule VII.
(c) Lessor will write an intimation letter to the suppliers, contractors and subcontractors or to a
person or a group of persons involved in the warranty and process of repair and maintenance
during Defects Liability Period to inform such suppliers, contractors and subcontractors that any
sort of performance against rectification or repair will be called by the Lessee directly to them as
per warranty document, agreement or certificates applicable with regards to the Defects Liability
Period.
(d) The Lessee shall repair and maintain the Units Subject to Lease and Units Subject to Further
Lease in good order and condition, except for reasonable and normal wear and tear, the repairs
required of Lessor pursuant hereto, and maintenance or replacement necessitated as the result
of the act or omission or negligence of the Lessor, its employees, agents, or contractors.
(e) The Lessee shall have the right, at its sole expense and Lessors sole discretion, from time to
time, to redecorate the Leased Premises and to make such non-structural alterations and
changes in such parts thereof as the Lessee shall deem expedient or necessary for its purposes;
provided, however, that such alterations and changes shall neither impair the structural
soundness nor diminish the value of the Leased Premises. The Lessee may make such
alterations and additions to the Leased Premises provided that Lessee has first obtained the
written consent thereto of the Lessor. The Lessor agrees that it shall not withhold such consent
unreasonably.
(f) Lessee agrees to pay promptly when due the entire cost of any work done by it upon the Leased
Premises so that the Leased Premises at all times shall be free of liens for labor and materials.
(g) Lessee further agrees to hold harmless and indemnify the Lessor from and against any and all
injury, loss, claims or damage to any person or property occasioned by or arising out of the doing
of any such alternation, improvement or rectification work by Lessee or its employees, agents or
contractors.
(h) Lessee further agrees that in doing such alternation, improvement, rectification or renovation
work that it will employ materials of good quality and comply with all governmental requirements,
and perform such work in a good and workmanlike manner.
16. LESSEE'S COVENANTS
Lessee covenants and agrees as follows:
(a) To procure any licenses and permits required for any use made of the Leased Premises by
Lessee, and upon the expiration or termination of this lease Agreement, to remove its goods and
effects and those of all persons claiming under it, and to yield up peaceably to Lessor the Leased
Premises in good order, repair and condition in all respects; excepting only damage by fire and
casualty covered by insurance coverage, structural repairs (unless Lessee is obligated to make
such repairs hereunder) and reasonable or normal wear and tear.
(b) To permit Lessor and its agents to examine the Leased Premises at reasonable times and to
show the Leased Premises to prospective purchasers or Lessees of the building and to provide
Lessor, if not already available, Lessees authorized person with a set of keys for the purpose of

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said examination, provided that Lessor shall not thereby unreasonably interfere with the conduct
of Lessee's business;
(c) To permit Lessor to enter the Leased Premises to inspect such repairs, renovations,
improvements, alterations or additions thereto as may be required under the provisions of this
lease Agreement. If, as a result of such repairs, renovation, improvements, alterations, or
additions, Lessor is deprived of the use of the Leased Premises in future once Term is over,
Lessee will have to revert the Leased Premises to its original state as it was prior to the execution
of this Agreement.
17. SIGNAGE
(a) Lessee shall have the right, at its sole risk and expense and in conformity with applicable laws
and ordinances, to erect and thereafter, to repair or replace, if it shall so elect signs on any
exterior portion of the Leased Premises, providing that those places or parts are not reserved by
the Lessor for its own use or to be used by any affiliate or nominee of the Lessor and providing
that the Lessee shall remove any such signs upon termination or expiry of this lease Agreement,
and repair all damage occasioned thereby to the Leased Premises.
(b) Lessee shall have the right, at its sole risk and expense and in conformity with applicable laws
and ordinances, to erect, maintain, place and install its usual and customary signs and fixtures in
the interiors of the Leased Premises.

18. INSURANCE
(a)

In the event of any damage to or destruction of the Leased Premises, Lessor shall adjust the
loss and settle all claims with the insurance companies issuing such policies.

(b)

Lessor and Lessee hereby release each other, to the extent of the insurance coverage provided
hereunder, from any and all liability or responsibility (to the other or anyone claiming through or
under the other by way of subrogation or otherwise) for any loss to or damage of property
covered by the fire and extended coverage insurance policies insuring the Leased Premises and
any of Lessee's property, even if such loss or damage shall have been caused by the fault or
negligence of the other party.

19. DAMAGE TO DEMISED PREMISES

(a) If the whole or a substantial part of the Leased Premises shall be damaged or destroyed by fire
or other casualty after the execution of this lease Agreement and before the termination or expiry
of Term hereof, then in every case the rent reserved in Clause 6 herein and other charges, if any,
shall be abated or adjusted, as the case may be, in proportion to that portion of the Leased
Premises of which Lessee is deprived on account of such damage or destruction.
(b) The work of repair, restoration, rebuilding, or replacement or any combination thereof, of the
improvements or belonging so damaged or destroyed, shall in no way be construed by any
person to effect any reduction of sums or proceeds payable by Lessee to the Lessor.
(c) Lessor agrees that in the event of the damage or destruction of the Leased Premises, Lessor
forthwith shall proceed to repair, restore, replace or rebuild the Leased Premises (excluding
Lessee's leasehold improvements), to substantially the condition in which the same were
immediately prior to such damage or destruction. The Lessor thereafter shall diligently prosecute

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said work to completion without delay or interruption except for events beyond the reasonable
control of Lessor.
(d) Notwithstanding the foregoing, if such damage or destruction shall occur during the last year of
the Term, or during the last year of any renewed Term, as the case may be, and shall amount to
50% or more of the replacement cost, (exclusive of the land and foundations), this Lease, may
be terminated at the election of either Lessor or Lessee, provided that notice of such election
shall be sent by the party so electing to the other within 30 days after the occurrence of such
damage or destruction. Upon termination, as aforesaid, by either party hereto, this Lease and
the Term thereof shall cease and come to an end, any unearned rent or other charges paid in
advance by Lessee shall be refunded to Lessee and any unpaid rent or other charges will be
paid to the Lessor and the Parties shall be released hereunder, each to the other, from all liability
and obligations hereunder thereafter arising.
20. LESSORS REMEDIES
In the event that:
(a) Lessee shall on three or more occasions be in default in the payment of rent or other charges
herein required to be paid by Lessee, regardless of whether or not such default has occurred on
consecutive or non-consecutive 6 months; or (redo wording to take non-consecutive as 6
payments) subject to a reasonable notice of 30 days.
(b) Lessee has caused a lien to be filed against the Lessor's property and said lien is not removed
within 30 days of recordation thereof; or
(c) Lessee shall default in the observance or performance of any of the covenants and agreements
required to be performed and observed by Lessee hereunder for a period of 15 days after notice
to Lessee in writing of such default; or
(d) 30 days have elapsed after the commencement of any proceeding by or against Lessee,
whether by the filing of a petition or otherwise, seeking any reorganization, arrangement,
composition, readjustment, liquidation, dissolution or similar relief under the present or future
federal bankruptcy act or any other present or future applicable federal, state or other statute or
law, whereby such proceeding shall not have been dismissed (provided, however, that the nondismissal of any such proceeding shall not be a default hereunder so long as all of Lessee's
covenants and obligations hereunder are being performed by or on behalf of Lessee); then
Lessor shall be entitled to its election (unless Lessee shall cure such default prior to such
election), to exercise concurrently or successively, any one or more of the following rights:
1)

Terminate this Lease by giving Lessee notice of termination, in which event this lease
Agreement shall expire and terminate on the date specified in such notice of termination,
with the same force and effect as though the date so specified were the date herein
originally fixed as the termination date of the Term of this lease, and all rights of Lessee
under this lease Agreement and in and to the Leased Premises shall expire and terminate,
and Lessee shall remain liable for all obligations under this lease Agreement arising up to
the date of such termination, and Lessee shall surrender the Leased Premises to Lessor
on the date specified in such notice; or

2)

Terminate this Lease as provided herein and recover from Lessee all damages Lessor
may incur by reason of Lessee's default, including, without limitation to a proportionate
rent for three months period, such rent shall be deemed immediately due and payable; or

3)

Without terminating this Lease, and with or without notice to Lessee, Lessor may in its
own name but as agent for Lessee enter into and upon and take possession of the

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Premises or any part thereof, and, at Lessor's option, remove persons and property there
from, and such property, if any, may be removed and stored in a warehouse or elsewhere
at the cost of, and for the account of Lessee, all without being deemed guilty of trespass or
becoming liable for any loss or damage which may be occasioned thereby, and Lessor
may rent the Premises or any portion thereof as the agent of Lessee with or without
advertisement, and by private negotiations and for any term upon such terms and
conditions as Lessor may deem necessary or desirable in order to relet the Premises.
Lessor shall in no way be responsible or liable for any rental concessions or any failure to
rent the Premises or any part thereof, or for any failure to collect any rent due upon such
reletting. Upon such reletting, all rentals received by Lessor from such reletting shall be
applied: first, to the payment of any indebtedness (other than any rent due hereunder)
from Lessee to Lessor; second, to the payment of any costs and expenses of such
reletting, including, without limitation, brokerage fees and attorney's fees and costs of
alterations and repairs; third, to the payment of rent and other charges then due and
unpaid hereunder; and the residue, if any shall be held by Lessor to the extent of and for
application in payment of future rent as the same may become due and payable
hereunder. In reletting the Premises as aforesaid, Lessor may grant rent concessions and
Lessee shall not be credited therefore. If such rentals received from such reletting shall at
any time or from time to time be less than sufficient to pay to Lessor the entire sums then
due from Lessee hereunder, Lessee shall pay any such deficiency to Lessor. Such
deficiency shall, at Lessor's option, be calculated and paid monthly. No such reletting shall
be construed as an election by Lessor to terminate this Lease unless a written notice of
such election has been given to Lessee by Lessor. Notwithstanding any such reletting
without termination, Lessor may at any time thereafter elect to terminate this Lease for any
such previous default provided same has not been cured; or
4)

Without liability to Lessee or any other party and without constituting a constructive or
actual eviction, suspend or discontinue furnishing or rendering to Lessee any property,
material, labor, utilities or other service, whether Lessor is obligated to furnish or render
the same, so long as Lessee is in default under this Lease; or

5)

Allow the Premises to remain unoccupied and collect rent from Lessee as it comes
due; or

6)

Foreclose the security interest described herein, including the immediate taking of
possession of all property on or in the Premises; or

7)

Pursue such other remedies as are available at law or equity.

(e) Lessor's pursuit of any remedy or remedies, including without limitation, any one or more of the
remedies stated herein shall not (1) constitute an election of remedies or preclude pursuit of any
other remedy or remedies provided in this lease Agreement or any other remedy or remedies
provided by law or in equity, separately or concurrently or in any combination, or (2) sever as the
basis for any claim of constructive eviction, or allow Lessee to withhold any payments under this
Lease.
21. TITLE
Lessor covenants and agrees that upon Lessee paying the rent and observing and performing all of the
terms, covenants and conditions on Lessee's part to be observed and performed hereunder, that Lessee
may peaceably and quietly have, hold, occupy and enjoy the Leased Premises in accordance with the
terms of this Lease without hindrance or molestation from Lessor or any persons lawfully claiming through
Lessor.

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22. UN-WILLFUL EXTENSIONS/WAIVERS/NOTICES

(a) In the event that Lessee or anyone claiming under Lessee shall continue occupancy of the
Leased Premises after the expiration of the term of this Lease or any renewal or extension
thereof without any agreement in writing between Lessor and Lessee with respect thereto, such
occupancy shall not be deemed to extend or renew the term of the Lease, but such occupancy
shall continue as a tenancy at will, from month to month, upon the covenants, provisions and
conditions herein contained. The rental shall be calculated twenty five percent (25%) higher on
the rental in effect during the term of this Lease as extended or renewed, prorated and payable
for the period of such occupancy.
(b) Failure of either party to complain of any act or omission on the part of the other party, no matter
how long the same may continue, shall not be deemed to be a waiver by said party of any of its
rights hereunder. No waiver by either party at any time, express or implied, of any breach of any
provision of this Lease shall be deemed a waiver of a breach of any other provision of this Lease
or a consent to any subsequent breach of the same or any other provision. If any action by either
party shall require the consent or approval of the other party, the other party's consent to or
approval of such action on any one occasion shall not be deemed a consent to or approval of
said action on any subsequent occasion or a consent to or approval of any other action on the
same or any subsequent occasion. Any and all rights and remedies which either party may have
under this Lease or by operation of law, either at law or in equity, upon any breach, shall be
distinct, separate and cumulative and shall not be deemed inconsistent with each other, and no
one of them, whether exercised by said party or not, shall be deemed to be an exclusion of any
other; and any two or more or all of such rights and remedies may be exercised at the same
time.
(c) All notices and other communications authorized or required hereunder shall be in writing and
shall be given by mailing the same by certified mail, return receipt requested, postage prepaid,
and any such notice or other communication shall be deemed to have been given when received
by the party to whom such notice or other communication shall be addressed. If intended for
Lessor the same will be mailed to the address herein above set forth or such other address as
Lessor may hereafter designate by notice to Lessee, and if intended for Lessee, the same shall
be mailed to Lessee at the address herein above set forth, or such other address or addresses
as Lessee may hereafter designate by notice to Lessor.
23. PROPERTY DAMAGE
Notwithstanding any contrary provisions of this Lease, Lessor shall not be responsible for any loss of or
damage to property of Lessee or of others located on the Leased Premises, except where caused by the
willful act or omission or negligence of Lessor, or Lessor's agents, employees or contractors.

24. FORCE MAJEURE

In the event that Lessor or Lessee shall be delayed or hindered in or prevented from the performance of
any act other than Lessee's obligation to make payments of rent, additional rent, and other charges
required hereunder, by reason of strikes, lockouts, unavailability of materials, failure of power, restrictive
governmental laws or regulations, riots, insurrections, the act, failure to act, or default of the other party,
war or other reason beyond its control, then performance of such act shall be excused for the period of
the delay and the period for the performance of such act shall be extended for a period equivalent to the
period of such delay. Notwithstanding the foregoing, lack of funds shall not be deemed to be a cause
beyond control of either party.

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25. FIXTURES
All personal property, furnishings and equipment presently and all other trade fixtures installed in or
hereafter by or at the expense of Lessee and all additions and/or improvements, exclusive of structural,
mechanical, electrical, and plumbing, affixed to the Leased Premises and used in the operation of the
Lessee's business made to, in or on the Leased Premises by and at the expense of Lessee and
susceptible of being removed from the Leased Premises without damage, unless such damage be
repaired by Lessee, shall remain the property of Lessee and Lessee may, but shall not be obligated to,
remove the same or any part thereof at any time or times during the term hereof, provided that Lessee, at
its sole cost and expense, shall make any repairs occasioned by such removal. (all such furniture and
fixtures are sole property of Lessee and will be disposed off at its wish and will)
26. INVALIDITY OF PARTICULAR PROVISION
If any term or provision of this Lease or the application hereof to any person or circumstance shall, to any
extent, be held invalid or unenforceable, the remainder of this Lease, or the application of such term or
provision to persons or circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced to
the fullest extent permitted by law.
27. RELATIONSHIP OF THE PARTIES
Nothing contained herein shall be deemed or construed by the parties hereto nor by any third party as
creating the relationship of principal and agent or of partnership or of a joint venture between the parties
hereto, it is being understood and agreed that neither any provision contained herein, nor any acts of the
parties hereto, shall be deemed to create any relationship between the parties hereto other than the
relationship of Lessor and Lessee.
28. BROKERAGE
No party has acted as, by or through a broker in the effectuation of this Agreement, except as set out
hereinafter.
29. ENTIRE AGREEMENT
This instrument contains the entire and only agreement between the parties, and no oral statements or
representations or prior written matter not contained in this instrument shall have any force and effect.
This Lease shall not be modified in any way except by a writing executed by both parties.
30. GOVERNING LAW
All matters pertaining to this agreement (including its interpretation, application, validity, performance and
breach) in whatever jurisdiction action may be brought, shall be governed by, construed and enforced in
accordance with the laws of the Emirates of Ras Al Khaimah, United Arab Emirates.
31. ARBITRATION AND DISPUTE RESOLUTION
In the event of any dispute or difference arising between any or all of the Parties out of or relating to this
Agreement or to the breach thereof, the disputing Parties shall use their best endeavours to settle such
dispute or difference. To this effect they shall consult and negotiate with each other, in good faith and

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understanding of their mutual interests, to reach a just and equitable solution satisfactory to the disputing
Parties. If they do not reach a solution within thirty (30) days, then the dispute or difference shall be
referred to arbitration by a single arbitrator in Ras Al-Khaimah in the English language at the Ras Al
Khaimah Chamber of Commerce. Failing agreement by the disputing Parties on the appointment of the
arbitrator within fourteen (14) days of notice to arbitrate given by the relevant Party to the other or others,
the arbitrator shall be chosen and appointed by the head of the Ras Al-Khaimah Chamber of Commerce.
The arbitration award shall be final and binding upon the disputing Parties. The award of arbitration shall
be the sole and exclusive remedy between the disputing Parties regarding any and all claims and
counterclaims presented to the arbitrators.
32. CONTRACTUAL PROCEDURES
Unless specifically disallowed by law, should litigation arise hereunder, service of process therefore may
be obtained through certified mail, return receipt requested; the parties hereto waiving any and all rights
they may have to object to the method by which service was perfected.
33. MODIFICATION
This agreement may not be modified unless such modification is in writing and signed by both parties to
this agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above
written or have caused this Lease to be executed by their respective officers thereunto duly authorized.
LESSOR

LESSEE

Authorized Signature

Authorized Signature

Print Name and Title

Print Name and Title

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SCHEDULE 1

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SCHEDULE II

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