EX-10.13 LEASE DEED, DATED AS OF JULY 5, 2007, BY AND BETWEEN VITP PRIVATE LIMITED AND SPHERIS, INDI

Exhibit 10.13

LEASE DEED

VITP PRIVATE LIMITED

and

SPHERIS INDIA PRIVATE LIMITED

TABLE OF CONTENTS

Section 1		Exhibits			1
Section 2		Demised Premises			2
Section 3		Term & Termination			2
Section 4		Rent			3
Section 5		Reimbursements			3
Section 6		Entire Agreement/Survival			4
Section 7		Order of precedence			4
Section 8		Applicable Laws			4
Section 9		Partial Invalidity			5
Section 10		Pronouns			5
Section 11		Captions and Section Numbers			5

LEASE DEED

This Lease Deed (“Lease”) is made as of the 5th day of July, 2007, by and between

VITP PRIVATE LIMITED a Company within the meaning of the Companies’ Act 1956 and having its registered office at The V, Admin Block, Mariner, Plot No. 17, Software Units Layout, Madhapur, Hyderabad — 500081, represented by its authorized signatory Mr. M. Bharani, (hereinafter referred to as “LESSOR” which expression shall include its successors and assigns,) of the one part;

And

SPHERIS INDIA PRIVATE LIMITED a Company within the meaning of the Companies Act, 1956 and having its registered office at One Spheris Plaza, Koramangala Block 8, Bangalore, Karnataka — 560095, represented by its authorized signatory Mr. Suresh Nair, CEO & Managing Director, (hereinafter referred to as “LESSEE” which expression include its successors and assigns) of the other part;

RECITALS

Lessor is the absolute owner of the property located at Plot No. 17, Software Units Layout, Madhapur, Serilingampally Municipality, RR District (the “Property”), free from all claims and encumbrances.

Lessor and Lessee wish to enter into a lease arrangement for the “Demised Premises” as described in Exhibit ‘D’ attached hereby with this Lease Deed for the term and subject to the conditions and agreements herein contained.

Now therefore, in consideration of the mutual promises and agreements set forth in this Lease Deed together with the Exhibits and any Addenda attached hereto, Lessor and Lessee agree as follows:

SECTION 1. EXHIBITS

This Lease together with the Exhibits annexed hereto and hereinafter described are by reference incorporated herein and made a part hereof as though fully set forth in the text of this Lease. The Exhibits consist of the following:

      Exhibit A — Definitions

      Exhibit B — General Terms & Conditions (GTC)

      Exhibit C — Special Terms & Conditions (STC)

      Exhibit D — Demised Premises & Rent

      Exhibit E — Operating Expenses

      Exhibit F — Lessor Fixtures

      Exhibit G — Lessee Fixtures

SECTION 2. DEMISED PREMISES

Lessor hereby demises and leases unto Lessee, and Lessee does lease and take from Lessor, the Demised Premises (as defined in Exhibit ‘D’) together with easements, rights and advantages of Lessee thereof, for setting up their office premises and together with the right of Lessee, its employees, agents, contractors and servants to the use of the Demised Premises.

SECTION 3. TERM & TERMINATION

a)

This Lease and all of the parties’ respective rights, obligations and liabilities hereunder shall commence on 1st June 2007 (the “Lease Commencement Date”).

b)

The term of this Lease shall be for a period of 9 (Nine) Years (the “Term”) commencing from the Lease Commencement Date. The Lease may be renewed for a further period on the Lessee’s sole option and subject to mutually agreed terms and conditions their upon by Lessor and Lessee. Lessee shall inform the Lessor in writing of its intent to renew at least 6 months prior to the expiry of the Lease term.

c)

The Lock in period shall be for three (3) years from the Lease Commencement Date and the Lessee shall not terminate the Lease during the Lock in period, subject to force majeure and breach of any of the terms by the Lessor and subject to section 4(f), demised premises described in exhibit ‘D’.

d)

After the Lock in Period, either party may terminate the Lease anytime by giving a six (6) months notice in writing to the other party.

e)

The Lessor shall have the right to terminate this Lease in case of default by Lessee in the performance and observance of the covenants and conditions as contained in GTC 30 on its Part to be observed and performed in accordance with the procedure specified in GTC 30

f)

The Lessee or Lessor shall be entitled to terminate the Lease in the event of any breach or default by the either of the parties in performance or observance of any or all of the covenants and conditions as specified in this Lease deed and in the GTC. In the event of such breach or default by the Lessor or Lessee, (a), Lessee or Lessor shall give a written notice of the nature of the default or breach; (b) Upon receipt of the notice of default, Lessor or Lessee shall be entitled to remedy the default within a period of 30 days; (c) Upon the expiry of the cure period, Lessee or Lessor shall be entitled to terminate the Lease forthwith without any recourse.

SECTION 4. RENT

The obligation of the Lessee to pay Rent shall commence on 1st October 2007 or the Lessor obtaining Provisional Occupation Certificate for the Demised Premises whichever is earlier. Lessee covenants and agrees to pay to Lessor a monthly Rent as follows:

a)

Rs. 9,83,250/- (Rupees Nine Lakh Eighty Three Thousand and Two Hundred Fifty only) as consideration for the lease of the Demised Premises (hereinafter “Base Rent”) inclusive of current property tax and based on the computations described in Exhibit ‘D’ and subject to the conditions described in GTC-13 of Exhibit ‘B’. The Base Rent shall be increased by 10% per annum at the end of 2 (Two) years from the Lease Commencement Date, and thereafter shall be increased by 5% per annum at each anniversary of this Lease.

b)

The Lessee is entitled to a rent free fit out period of three (3) months starting from the Lease Commencement Date and ending on 31st August 2007. All consumption during fit out period shall be chargeable at actuals and on production of bills.

c)

Rs. 1,00,000/- (Rupees One Lakh Only) for the use of the cafeteria (hereinafter “Cafeteria Usage Charges”) based on the computation described in of Exhibit ‘D’ and subject to the conditions described in GTC-13 of Exhibit ‘B’. The Cafeteria Usage Charges shall be increased by 10% per annum at the end of 2 (Two) years from the Lease Commencement Date and thereafter shall be increased by 5% per annum at each anniversary of this Lease.

d)

Rs. 58,000/- (Rupees Fifty Eight Thousand Only) towards Parking Charges, as computed in detail in Exhibit B and subject to the conditions described in GTC 9 of Exhibit B & Exhibit D. As a special arrangement Lessee is exempted from paying rental towards 5 (five) out of 25 (Twenty Five) four Wheeler Parking and 15 out of 75 two wheeler for first five years of the Lease. Thereafter rentals at the then prevailing campus rates would be applicable.

e)

Rs. 1,29,375/- (Rupees One Lakh Twenty Nine Thousand and Three Hundred Seventy five Only) for common area and equipment maintenance as described in GTC-3 (a) of Exhibit ‘B’ (hereinafter “Maintenance Charges”) based on the computations described in Exhibit ‘D’. The Maintenance Charges shall be reviewed every financial year and shall be increased in accordance with the provision of GTC-3 (c) of Exhibit ‘B’.

f)

Notwithstanding anything contained herein, if the Lessee terminates this Lease prematurely before completion of the Lock In Period (called the “Early Termination Date”), then Lessee agrees at all times to pay an early termination compensation of an amount equivalent to the Base Rent, that would have been payable for the remaining period from date of termination o the end of Lock in Period.

SECTION 5. REIMBURSEMENTS

a)

Lessee shall pay to Lessor, as Reimbursements hereunder, Lessee’s proportion of Operating Expenses (as defined in Exhibit “E”), in the manner as set forth below. Lessor shall prepare a report summarizing the actual expenditures by the Lessor for Operating

Expenses for the Demised Premises (such report, the “Operating Expenses Statement’). Lessee shall pay the Reimbursements within Seven (7) days after Lessee’s receipt of the Operating Expenses Statement.

b)

If the provisions of any law now or hereafter imposes any tax, assessment, levy or other charge directly upon (i) Lessor with respect to this Lease (ii) Lessee’s use occupancy of the Demised Premises, or (iv) this transaction, except if and to the extent that such tax, assessment, levy or other charge is or may be included in the Operating Expenses, Lessor and Lessee shall discuss and mutually agree upon the sharing of any additional amount. Lessee shall pay the mutually agreed to amount thereof as Reimbursements to Lessor upon written demand.

c)

Lessee shall pay to Lessor, as Reimbursements hereunder, expenses and costs described in GTC-15, GTC-19, GTC-22, GTC-25 and GTC-30 of Exhibit ‘B’ or any other expenses and costs incurred by Lessor on behalf of Lessee due to Lessee’s negligence or misconduct.

SECTION 6. ENTIRE AGREEMENT/SURVIVAL

This Lease, together with the Exhibits and any Addenda attached hereto, contain and embody the entire agreement of the parties hereto, and no representations, inducements or agreements, oral or otherwise, between the parties not contained in this Lease and Exhibits and Addenda, shall be of any force or effect This Lease Deed shall supercede all prior deeds, agreements, and communications both written and oral between the parties. This Lease Deed may not be modified or terminated by Lessor or Lessee, other than by an agreement in writing signed by both parties hereto (“Addenda”).

SECTION 7. ORDER OF PRECEDENCE.

In the event of a conflict, contradiction or ambiguity between the terms and conditions of the body of this Lease Deed and the General Terms & Conditions in Exhibit ‘B’, the terms of the body of this Lease Deed shall prevail over the General Terms & Conditions in Exhibit ‘B’ and the relevant terms and conditions described in the General Terms & Conditions in Exhibit ‘B’ shall be considered inoperative for such period and to the extent that the terms and conditions of the body of this Lease Deed conflict with or contradict the General Terms & Conditions in Exhibit ‘B’. In the event of a conflict, contradiction or ambiguity between the conditions in the General Terms & Conditions in Exhibit ‘B’ and the Special Terms & Conditions in Exhibit ‘C’, the Special Terms & Conditions in Exhibit ‘C’ prevail over the Genera1 Terms & Conditions in Exhibit ‘B’ and the relevant terms and conditions described in the General Terms & Conditions m Exhibit ‘B’ shall be considered inoperative for such period and to the extent that the terms and conditions described in the General Terms & Conditions in Exhibit ‘B’ conflict with or contradict specified in the Special Terms & Conditions in Exhibit ‘C’, if applicable.

SECTION 8. APPLICABLE LAWS

This Lease shall be governed by and construed in accordance with the laws of India.

SECTION 9. PARTIAL INVALIDITY

If any provision of this Lease or the application thereof to any person or circumstances shall to any extent be held void, unenforceable or invalid, then the remainder of this Lease or the application of such provision to persons or circumstances other than those as to which it is held void, unenforceable or invalid shall not be affected thereby, and each provision of this Lease shall be valid and enforced to the full extent permitted by law.

SECTION 10. PRONOUNS

Feminine or neuter pronouns shall be substituted for those of the masculine form, and the plural shall be substituted for the singular number,, in any place in which the context may require such substitution.

SECTION 11. CAPTIONS AND SECTION NUMBERS

The captions, section numbers and index appearing in this Lease and the attached exhibits are for convenience of reference only, and shall not be deemed to define, limit, describe, explain, modify or amplify the interpretation or construction of any provision of this Lease.

IN WITNESS WHEREOF, Lessor and Lessee have read and understood this Lease along with the Exhibits attached and have executed the same in duplicate under seal as of the day and year first above written.

SPHERIS, INDIA PRIVATE LIMITED				VITP PRIVATE LIMITED
By:		/s/ Suresh Nair		By:		/s/ M. Bharani
Name:		Suresh Nair		Name:		M. Bharani
Title:		CEO and Managing Director		Title:		City Head
By:		/s/ R. Krishnamoorthi		By:		/s/ Naveen Nachel
Name:		R. Krishnamoorthi		Name:		Naveen Nachel
Title:		Manager-Accounts		Title:		Legal-Ascendas

By:		/s/ Mahesh Chandra		By:		/s/ Malathi
Name:		Mahesh Chandra		Name:		Malathi
Title:		Lawyer		Title:		Customer Services

EXHIBIT “A”

LEASE DEED BETWEEN

VITP PRIVATE LIMITED (LESSOR)

AND

SPHERIS INDIA PRIVATE LIMITED (LESSEE)

DEFINITIONS

As used in the Lease Deed between VITP PRIVATE LIMITED as Lessor, and SPHERIS INDIA PRIVATE LIMITED as Lessee, the capitalized terms have the following meanings:

“ Alterations ” shall have the meaning ascribed thereto in GTC-19(a) of Exhibit ‘B’.

“ Another Lessee ” shall mean any person or entity leasing and/or occupying a portion of the Land or one or more of the Buildings or portions thereof

“ Applicable Law ” shall mean all local, state, and federal statutes, acts, codes, ordinances, rules, regulations, or orders applicable to the Property or any portion thereof or the conduct of Lessee’s business, as the case may be.

“ Base Rent ” shall have the meaning ascribed thereto in Section 4(a) of the Lease Deed.

“ Building ” shall have the meaning ascribed to it in Exhibit “D”.

“ Campus ” shall have the same meaning as the Property.

“ Common Area Maintenance ” shall mean the common area maintenance to be provided by Lessor with respect to the areas of the Property that are not a part of the Demised Premises or in space for the exclusive use and occupancy of Another Lessee.

“ Demised Premises ” shall have the meaning ascribed to in Exhibit “D”.

“ Financial Year ” shall mean period of twelve (12) months commencing on the first day of April in a calendar year and ending on the thirty first day of March in the next calendar year.

“ Hazardous Materials ” shall mean any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the State of Andhra Pradesh, Municipality of Serilingampally or the Government of India including without limitation, any material or substance which is (i) defined or listed as a “hazardous waste,” “extremely hazardous waste,” “restricted hazardous waste,” “hazardous substance,” or “hazardous material” under any applicable federal, state or local law or administrative code promulgated thereunder, (ii) petroleum or any derivative thereof, (iii) asbestos, (iv) PCB’s, or (v) lead.

“ Impositions ” shall mean and include: (i) taxes, excises and levies on all personal property owned by Lessor and used in the maintenance and operation of the Property; (ii) real estate taxes

and assessments, general or special, imposed on the Property; (iii) any taxes, excises and levies in addition thereto or in substitution thereof imposed by reason of the ownership, leasing, operation or occupancy of the Property, and incurred by Lessor, any tax against Lessor on rent from the Property (excluding (x) all federal, state, municipal or other local income and excess profits taxes, and (y) all franchise, capital stock, estate and inheritance taxes), and license, inspection and permit fees including costs and expenses incurred by Lessor in connection with any contest or appeal of the amount thereof; (iv) any water service assessments and/or sewer rents which may be assessed, levied confirmed, or imposed on or in respect of the Property; (v) service charges with respect to police protection, fire protection, street and highway construction, maintenance and lighting, sanitation and water supply; (vi) any fines, penalties and other similar or like governmental charges applicable to the foregoing, together with any interest or costs with respect to the foregoing; and (vii) any other governmental levies, fees, rents, assessments, taxes and charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever, together with any fines and penalties and any interest or costs with respect thereto imposed upon the Property or relating to the operation and maintenance of the Property.

“ Land ” shall mean the real properly described on Exhibit ‘D’ attached hereto.

“ Lessor’s Work ” shall mean such modifications and alterations to the Demised Premises mutually agreed upon in writing by both parties.

“ Lease Commencement Date ” shall have the meaning ascribed thereto in Section 3(a) of the Lease Deed.

“ Notice Period ” shall have the meaning ascribed thereto in Section 3(d).

“ Office Space ” shall have the same meaning as the Demised Premises.

“ Operating Expenses ” shall have the meaning ascribed thereto in Section 5(a).

“ Operating Expense Statement ” shall have the meaning ascribed thereto in Section 5(a).

“ Property ” shall mean the Land, Buildings, Site Improvements and all other structures, facilities and equipment thereon that is not the property of Lessee or Another Lessee.

“ Reimbursements ” shall have the meaning ascribed thereto in GTC-13 of Exhibit ‘B’.

“ Rent ” shall collectively refer to the components of the Rent set forth in Section 4(a), 4(c), 4(d) and 4(d) of the Lease.

“ Rules and Regulations ” shall have the meaning ascribed thereto in Exhibit ‘B’ or any other Rules and Regulations that is framed by Lessor from time to time.

“ Security Services ” shall have the meaning ascribed thereto in GTC-3(a)(1) of Exhibit ‘B’.

“ Site Improvements ” shall mean all future enhancements and improvements inside and/or outside the Buildings and on the Property appur Lessee to the Buildings.

“ Supplementary Air Conditioning System ” shall mean air conditioning system other than that provided by Lessor under GTC-1 and GTC-7 of Exhibit ‘B’.

“ Lessee’s Proportion ” shall be calculated as follows:

“Area of the Demised Premises as described in Exhibit ‘D’ (25875 square feet) / Total Area of Property (359,554) square feet)

“ Term ” shall have the meaning ascribed thereto in Section 3(b).

“ Working Days ” shall have the meaning as ascribed thereto in GTC-7(b) of Exhibit “B”.

“ The V ” shall mean the name of the Park in which the Building forms the part and parcel of the Property.

GENERAL TERMS & CONDITIONS

TABLE OF CONTENTS

FACILITIES & AMENITIES			1
GTC-1: FACILITIES & AMENITIES TO BE PROVIDED BY LESSOR			1
GTC-2: FACILITIES, AMENITIES, EQUIPMENT AND FIXTURES TO BE PROVIDED BY LESSEE			2
GTC-3: MAINTENANCE			2
GTC-4: ELECTRICITY			3
GTC-5: WATER			4
GTC-6: DIESEL GENERATOR SET			4
GTC-7: AIR CONDITIONING			5
GTC-8: CAFETERIA			5
GTC-9: PARKING			5
GTC-10: SUSPENSION OF FACILITIES			6
RENTS, REIMBURSEMENTS, TERM & TERMINATION			6
GTC-11: TERM & TERMINATION			6
GTC-12: HOLDING OVER			7
GTC-13: RENT & REIMBURSEMENT			7
GTC-14: SURRENDER OF DEMISED PREMISES			8
RULES & REGULATION FOR USE OF PREMISES			9
GTC-15: USE OF PREMISES			9
GTC-16: RULES & REGULATIONS			10
GTC-17: ASSIGNMENT AND SUBLETTING			11
GTC-18: IMPROVEMENTS			11
GTC-19: ALTERATIONS			11
GTC-20: CONDITION OF DEMISED PREMISES			13
GTC-21: FURNITURE AND EQUIPMENT			13
GTC-22: REPAIRS AND INSPECTION			13
GTC-23: LESSEE’S INSURANCE			14
GTC-24: CHANGES TO BUILDING SYSTEMS/ LESSEE EQUIPMENT			14
GTC-25: DAMAGE TO PROPERTY			14
GTC-26: DAMAGE TO PERSONAL PROPERTY AND PERSON			14
GTC-27: FIRE AND OTHER CASUALTY DAMAGE TO DEMISED PREMISES			15
MISCELLANEOUS			15
GTC-28: LESSOR’S COVENANTS			15
GTC-29: WAIVER OF SUBROGATION; INDEMNITY			17
GTC-30: DEFAULT OF LESSEE			18
GTC-31: WAIVER			20
GTC-32: CONDEMNATION			20
GTC-33: RIGHT OF LESSOR TO CURE LESSEE’S DEFAULT; LATE PAYMENTS			21
GTC-34: NO REPRESENTATION BY LESSOR			21

GTC-35: BROKERS			21
GTC-36: NOTICES			21
GTC-37: FINANCING REQUIREMENTS			22
GTC-38: PEACEFUL ENJOYMENT OF DEMISED PREMISES			22
GTC-39: SUCCESSORS AND ASSIGNS			22
GTC-40: NAME OF PROPERTY			22
GTC-41: SIGNS			22
GTC-42: EXONERATION			23
GTC-43: ARBITRATION			23
GTC-44: TIME OF THE ESSENCE			23
GTC-45: STAMP DUTY, REGISTRATION CHARGES AND OTHER EXPENSES			23
GTC-46: NO PARTNERSHIP			23
GTC-48: AUTHORITY			24

EXHIBIT “B”

VITP PRIVATE LIMITED (LESSOR)

AND

SPHERIS INDIA PRIVATE LIMITED (LESSEE)

GENERAL TERMS & CONDITIONS

FACILITIES & AMENITIES

GTC-1: FACILITIES & AMENITIES TO BE PROVIDED BY LESSOR

The Lessor agrees to provide the following amenities and facilities apart from the super built-up areas described in Exhibit ‘D’ for which sums mentioned in Section 4(a), Section 4(b) and Section 4(c) of the Lease Deed shall be payable by the Lessee.

(a) Demised Premises with

Central Air-conditioning system from 5 x 280 TR Air-cooled screw chillers with ducting is done in the Demised Premises upto and for plenum. (Subject to the conditions described in GTC-7 of Exhibit ‘B’).

Raw power supply upto the floor distribution boards of the Demised Premises.

Functional Toilets

Building Management System (Air conditioning controls, Fire alarm control)

Fire escape staircases (external)

6 nos. 16-passengers Elevators & 1 Service Lift

(b) Other Utilities and amenities

33 KV Electrical Sub-station with 5 MVA connected load

100% power back-up with 4 x 1500 KVA synchronized Diesel Generating Sets

Sewerage Line

Complete Fire Fighting system with hydrants with single layer upright fire sprinkler system inside the office area.

Parking for four-wheelers and two-wheelers (subject to the conditions described in GTC-9 of Exhibit ‘B’)

GTC-2: FACILITIES, AMENITIES, EQUIPMENT AND FIXTURES TO BE PROVIDED BY LESSEE

Lessee understands and agrees to provide and install the facilities, amenities, equipment and fixtures at his own cost in the Demised Premises described hereunder but not limited to:

(a) Computers, computer peripherals, computer hardware and consumables

(b) Network Switches and Local Area Network Equipment

(c) Servers or any other related hardware

(d) Satellite Link and related equipment

(e) UPS, EPABX and Telephone instruments

(f) The required fire dampers along with contactor / relay.

(g) Access Control systems for demised premises.

(h) Fire alarm system and downward sprinklers inside the demised premises

(i) Drinking water in the demised premises.

GTC-3: MAINTENANCE

	(a)		The following facilities Shall be provided by Lessor as part of the Maintenance of the Campus for which the sum defined in Section 4(e) as Maintenance Charges shall be payable by Lessee
	(i)		Twenty-Four hour Security Guards at all entry and exit points from the Campus. These security Guards shall perform routine checks for all inward and outward movement of men, material and machinery.
	(ii)		Housekeeping shall be carried out and limited to common areas (Lobbies, Cafeteria and Other Common Areas) and cleaning facilities for external areas (Roads, Pathways, parking areas, fountains & landscape gardens etc.). Lessee shall carry out housekeeping in the Demised Premises.
	(iii)		general pest and rodent control measures shall be carried out in the common areas and around the Buildings. Lessee shall arrange for general pest and rodent control activities in the Demised Premises.
	(iv)		Civil Maintenance of the structures, roads and pathways shall be carried out from time to time or as and when required to maintain them for regular use. Such maintenance shall normally include waterproofing, painting, plastering, flooring, plumbing etc. Any damages caused by the Lessee to Lessor’s building and equipment shall be rectified by Lessee at his own cost. In the event Lessor

undertakes the rectification of such damages caused by Lessee, the cost of such rectification shall be reimbursed by Lessee to be included in Reimbursements.

	(v)		Maintenance of all the Equipment provided by Lessor are part of facilities and amenities in the Monthly Rent mentioned in this agreement. This includes preventive maintenance, routine maintenance, annual maintenance, spares etc. Lessor will ensure minimum breakdown of the equipment and restore the services at the earliest. Lessee is in no way entitled to claim compensation for the time loss on account of machinery failure.
	(vi)		Lessee should allow the Lessor representative to carryout all the preventive maintenance as and when required.
	(vii)		Regular maintenance in respect of common electrical installations provided by Lessor as part of facilities and amenities in the Rent. The work generally includes replacement of electrical consumables, replacement of light fittings and consumables etc. in common areas.
	(b)		The Maintenance Charges for each month as determined in Exhibit ‘D’, shall be payable by Lessee in advance on or before the tenth day working day of each calendar month during the term of this lease.
	(c)		Lessor reserves the right to review and revise Maintenance Charges from time to time. Generally, Maintenance Charges shall be reviewed once in a Financial Year by Lessor. Lessor shall review of the Maintenance Charges on a transparent basis and any increase or decrease in the Maintenance Charges shall app1y to all occupants of the Property. Lessor may revise and intimate to Lessee the revised Maintenance Charges and the date on which such revision shall come into effect. Lessee agrees to pay such revised Maintenance Charges at such terms intimated by Lessor.

GTC-4: ELECTRICITY

	(a)		5 MVA (2 x 2.5 MVA transformers) power supply shall be made available for the entire Vega Block from the electric utility company. The Lessee shall be entitled to power supply proportionate to the office areas allotted i.e. 1.1KVA / 100Sqft of built-up area which includes A/C, Lighting, Lifts, UPS, and all common equipments of the building Lessee shall provide a dedicated sub meter for the Demised Premises.
	(b)		The necessary deposit and charges to provide the power supply connection shall be borne by the Lessor. The Lessee will not be entitled to any income or a share of any income that may be received on such deposits and charges. In the event Lessee requires additional connected load beyond the load described above, the Lessee shall reimburse the additional deposits and charges to the Lessor.
	(c)		Lessee shall pay Lessor, monthly charges for electricity used in the Demised Premises at a rate equal to the rate which Lessee would otherwise pay for such

service if the same were furnished to Lessee by the electric utility company supplying electricity to the Property (“utility’s prevailing rate”). The supply of electricity to Lessee will be governed by the separate sub-meters linked to the master meter(s) of the Buildings. Wherever the common facilities electricity consumption cannot be separately measured, then the total electricity costs shall be Shared in proportion to the office area occupied by Lessee. Any deposit to be paid to the utility company shall be the sole responsibility of Lessor.

GTC-5: WATER

	(a)		Adequate water supply will be made available by the Lessor from APIIC. In case of disruption in water supply from the APIIC water shall be arranged by the Lessor from alternate sources.
	(b)		The necessary deposit and charges to provide the water supply connection shall be borne by the Lessor. The Lessee will not be entitled to any income or a share of any income that may be received on such deposits and charges.
	(c)		The total expenditure incurred for water consumption will be reimbursable by the Lessee to the Lessor in proportion to the office area occupied by the Lessee on actuals and on production of bills in accordance with Exhibit E.

GTC-6: DIESEL GENERATOR SET

	(a)		The Lessor shall at his own cost provide 100% power back up by 4 x 1500 KVA DG sets running in synchronization in case of power failure.
	(b)		The total expenditure incurred on purchase of fuel for the DG Sets will be reimbursable by the Lessee to the Lessor, to be included in Reimbursements, in proportion to the Office Area occupied by the Lessee at actuals and in accordance with Exhibit E.

[page missing from original]

	(f)		Lessee shall avoid haphazard parking of vehicles so as to not cause any damage to either person or property of the occupants of the Campus. Lessee covenants and agrees to indemnify Lessor and other Lessees for any liability or claims arising out of such haphazard parking by Lessee or its employees.
	(g)		Lessee understands and agrees that parking vehicles in the Campus will be at the sole responsibility of the owner of the vehicle. Lessor shall not be responsible for any theft or damages or any other liability arising out of parking of vehicles in the Campus unless the said theft or damage can be solely attributable to the Lessor.

GTC-10: SUSPENSION OF FACILITIES

	(a)		Lessor may suspend, delay or discontinue providing any of the facilities to be provided by Lessor wider this Lease whenever necessary by reason of fire, storm, explosion, strike, lockout, labor dispute, casualty or accident, lack or failure of sources of supply of fuel inability in the exercise of reasonable diligence to obtain any required fuel), acts of God or the public enemy, interference by civil or military authorities, compliance with the laws of the Government of India or with the laws, orders or regulations of any other governmental authority, or by reason of any other cause or emergency beyond Lessor’s control or at the request of Lessee. Lessor shall, at its own cost, arrange to restore the facilities as soon as practicable. In the event that the suspension, delay or discontinuity of any of the facilities under this clause extends for a period of more than 2 months, the Lessee shall be entitled to immediately and forthwith terminate the lease without any liability.
	(b)		Lessor also reserves the right to temporarily suspend, delay or discontinue furnishing any of the facilities to be provided by Lessor under this Lease, without any liability to Lessee as a result thereof, for such inspections, cleaning, repairs, replacements, alterations, improvements or renewals as may, in Lessor’s judgment, be desirable or necessary to be made for enhancement of these facilities; provided, that such facilities shall not, to the extent reasonably feasible, be suspended for such purposes during Lessee’s normal business hours or unless Lessor shall, to the extent reasonably possible under the circumstances, have given Lessee advance notice of any proposed suspension of facilities. Lessor shall arrange to restore facilities as soon as practicable at the expense of the Lessor.

RENTS, REIMBURSEMENTS, TERM & TERMINATION

GTC-11: TERM & TERMINATION

(a)

In case the Lessee would like to extend the Lease beyond the term in Section 3(b) of the Lease Deed, then a fresh Lease Deed shall be executed and registered to reflect the mutually agreed terms agreed upon by both parties.

(b)

In the event the Lessee is not desirous of seeking extension of the Lease after expiry of the Term then Lessee shall hand over the possession of the Demised

Premises in reasonable good condition, excepting normal wear and tear. Lessee clearly understands and agrees that the Demised Premises shall at all times be the property of Lessor and shall not get transferred, at any time or at the end of the term of this Lease, to Lessee.

(c)

Lassie will be liable for all the monthly Rent, Charges and Reimbursements as described in Section 4 of the Lease Deed during the notice period as described in Section 3(d) of the Lease Deed or till such time Lessee has handed over possession of Demised Premises as described in GTC- 11(b) hereinabove, whichever is later.

GTC-12: HOLDING OVER

If Lessee shall, without the prior written consent of Lessor, remain in the Demised Premises after the expiration of the term of this Lease, then Lessee shall become a Lessee by the month, subject to all of the terms and conditions of this Lease, at a monthly rental rate equal to one hundred twenty percent (120%) of the greater of: (i) the then prevailing Rent, maintenance and other reimbursement agreed by Lessee to be paid as aforesaid, or (ii) the prevailing market rate for space comparable to the Demised Premises without taking into account any market rate Lessee concessions (in addition to all other sums, costs and fees otherwise due and payable hereunder). The said monthly tenancy shall commence with the first day next after the end of the term above described. Lessee shall indemnify and hold harmless Lessor and its partners, and their respective officers, directors, agents and employees, from and against any and all claims, losses, actions, damages, liabilities and expenses (including reasonable attorneys’ fees) resulting from Lessee’s hold-over of possession of the Demised Premises (including claims of prospective Lessees of all or part of the Demised Premises).

GTC-13: RENT & REIMBURSEMENT

	(a)		The Rent and Charges described in Section 4 of the Lease Deed shall be payable in advance on or before the tenth (10”) day of each calendar month during the term of this Lease.
	(b)		Except as provided in this Deed, the Lessee shall compensate Lessor for all future taxes such as Service Tax, cesses, and property tax in connection with Lease and other than corporate income Tax and wealth Tax shall be reimbursed by Lessee at actuals as applicable and duties assessed or payable in respect of the Demised Property or this Lease, in proportion to the area occupied by Lessee, to the Municipal Corporation or any other government body or authority as shall become due from and payable by Lessee to Lessor (collectively, “Reimbursements”). Unless otherwise specified herein, Lessee shall pay Reimbursements within 7 (Seven) days of receipt of Lessor’s Statement of Expense. The covenant to pay Rent shall be independent of any other covenant set forth in this Lease. Lessor shall have the same remedies for default for the payment of Reimbursements as are available to Lessor in the case of a default in the payment of Rent.

(c)

If t