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 This Lease Agreement involves

ROAD, INC | Maker Chambers | Salai Kumaran

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Date: 3/22/2006
Industry: Communications Services    

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Exhibit 10.59





THIS LEASE DEED is executed at Chennai this 01st day of February, 2006




Transpacific Business Service Private Limited , a company registered under the provisions of the Companies Act, 1956 and having its registered office at 1005, Maker Chambers V, Nariman Point, Mumbai 400 021 and represented herein by its Authorised Signatories Mr. C S Ilangovan, Director, Mr. Dipesh Desai Chief Accounts Officer and Mr. Salai Kumaran, Chief operating Officer, each of them duly authorized severally in this behalf by a Board Resolution dated 20 th January 2006, hereinafter referred to as the “LESSOR” (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors and assigns) of the One Part;




 At Road Software India Private Limited , a company incorporated under the provisions of the Companies Act 1956 and having its offfice currently at Third Floor, ELNET Software City, CPT Road, Taramani, Chennai - 600-113 and represented herein by its authorized signatory, Mr. Rajan S. Aiyer, and duly authorized in this behalf by a Board Resolution dated February 1, 2006, hereinafter referred to as the “LESSEE” (which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors-in-interest and assigns)  of the Other Part :








The Lessor is the absolute owner of the premises bearing No. 901(A1) and No. 902(A2) admeasuring in the aggregate 37,262 Square Feet and Corridor Area admeasuring 648 Square Feet, that is, in the aggregate admeasuring 37,910 Square Feet on the 9 th Floor of the building known as TIDEL Park situated on the land at TIDEL Park, No. 4, Canal Bank Road, Taramani, Chennai 600 113, in the Kanagam Village, Mambalam - Guindy Taluk, Chennai District which premises are more fully described in the First Schedule hereunder written and hereinafter referred to as the ‘said Premises’ with the amenities therein which amenities are described in the Second Schedule below.






AND WHEREAS the Lessor has represented that the Lessor had last leased the said Premises to M/s Sutherland Technologies Ltd. and the said lease has expired on 15th Oct 2005 and no person or party has now any right, title, interest or claim to the said Premises except the Lessors.






The Lessee is desirous of taking the said Premises with the said amenities therein on Lease from the Lessor for an initial lease period of 36 months, with an option to renew the lease for further two terms of 3 years each;






The Lessor has agreed to give the said Premises with the said amenities therein on Lease to the Lessee for a period of 36 months with an option for renewal as aforesaid subject to the Lessee observing and complying with the terms and conditions mentioned herein.






The   Lease : In consideration of the Lease Rent to be paid as mentioned herein and in consideration of due observance of the terms and conditions set out herein, by the Lessee, the Lessor hereby grants on Lease basis, to the Lessee and the Lessee hereby accepts on Lease basis, from the Lessor, the said Premises (more particularly described in the First Schedule hereto), for running its office and for carrying on its business along with equipments, fittings and amenities therein (more particularly described in the Second Schedule hereto) for an initial lease period of 36 months from February 1, 2006. The parties to the deed covenant that under this deed a lease to use and occupy the said Premises with the said amenities alone is given to the Lessee on the terms and conditions herein contained and to be observed and performed by the parties and no other right is created in favour of the Lessee in respect of the said Premises.




2.     Lease Rentals : The Lessee shall pay to the Lessor as lease rent for the use and occupation of the said Premises @ Rs. 50/- per sq. ft. per month in respect of 37,910 Square Feet super built-up areas as specified in the First Schedule hereunder written, payable in advance by 5 th day of every English calendar month after deducting Income Tax at source, as applicable


3.     Escalation : Subject to Clause 4 below. Lease rentals shall escalate @ 3% cumulative every year, including on further renewals.  Therefore, the yearly lease rentals from 1 st February, 2007 onwards shall be as mentioned in the Third Schedule hereunder written.


4.     Revision of Lease Rentals : Above Lease Rentals shall be mutually renegotiated during the subsistence of this Lease Deed if the rentals in TIDEL Park fluctuates plus or minus 20% of its existing or the then prevailing rentals and such derived / new rentals shall be in force for the balance tenure of the Lease and the subsequent escalations / deductions shall be paid on such derived / new rentals.


5.     Delay in Payments : Subject to the provisions of Clause 21 below, if the Lessee fails to pay the rentals as aforesaid, for a continuous period of three months, it will have to immediately vacate the said premises. Provided that in the event of the Lessee failing to pay the rental for any month as agreed, the Lessee shall pay interest on the unpaid amount at the rate of 15 % till payment without prejudice to the right of the Lessor to obtain the vacant possession of the premises in case of failure to pay the rent for a continuous period of three months.


6.     Security Deposit : The Lessee has paid an  Interest  Free Security Deposit of Rs. 1,51,64,000/- (Rupees One Crore Fifty One Lakhs Sixty Four Thousand only) on or prior to signing of this Lease Deed and the  Lessor has thereupon handed over the possession of the said Premises to the Lessee to hold, use and enjoy the said Premises in terms hereof.


7.     Refund of Security Deposit : Subject to clause 21 below, this Security Deposit shall be refunded by the Lessor to the Lessee, upon the Lessee debonding the said Premises and the Lessee shall hand over the keys to the said Premises simultaneously upon expiry of the period of this Lease Deed or sooner determination thereof or upon expiry of the period of renewal thereof.  If the Lessee is interested to hand over the said Premises and the Lessor does not refund the Security Deposit, the Lessee shall hold the said Premises as Security and will not be liable to pay the lease rent and other charges from that date till the date of the refund of the full Security Deposit with interest to the Lessee.  In




addition to allowing the Lessee to continue to remain in possession of the said premises as aforesaid, the Lessor shall also pay interest on the Security Deposit at the rate of 15% from the date the Lessee was ready to handover the possession till the full refund. On the other hand,   if the Lessor is ready to refund  the full Security Deposit but the Lessee does not vacate the said Premises and handover the possession thereof to the Lessor, then the Lessee is liable to pay twice the prevailing lease rental  per month till the Lessee vacates the premises and simultaneously with such vacation of the premises and debonding of the space Security Deposit shall be refunded by the Lessor to the Lessee  Provided that the provisions hereinabove contained are without prejudice to the rights and remedies of the Lessor to take back the possession of the said premises and of the Lessee to receive the refund of the Security Deposit at the cost of the defaulting party.


8.                Consumption Charges : The Lessee shall pay electricity and telephone charges on the actual basis directly to the authorities concerned as per the electricity and telephone bills received in respect of the said premises .


9.                Taxes and Statutory Levies : The Lessor shall alone bear and pay all existing and future rates, taxes, cesses, assessments and other statutory levies by whatever name called including property tax and sewerage tax  and payable in respect of   the said Premises.  In the event of the Lessor failing to pay any of the statutory levies aforesaid in time, the Lessee shall be entitled (but not bound to do so) to pay and discharge the same and to deduct the amounts paid by it from the monies payable to the Lessor.


10.          Lock In Period : Except as provided herein, it has been expressly agreed by and between the parties hereto that neither party shall have the right to terminate the Lease hereby given for the initial period of 36 (Thirty six) months i.e. up to January 31, 2009 (“Lock In Period”).  In the event that the Lessee terminates the lease under this Deed during the Lock In Period, the Lessee will pay the Lease rentals that will be payable under this Deed, for the unexpired portion of the Lock In Period and the Lessor shall refund to the Lessee the balance security deposit after deducting from it the rent for the unexpired lease term i.e. up to 31 st January 2009. Provided that if the security deposit is less than the amount of the lease rent payable by the Lessee to the Lessor, including the lease rent for the unexpired Lock-in-Period, the Lessee shall, simultaneously on  vacating the Leased Premises but no later than fifteen (15) days from the date of such termination, pay the balance amount payable to the Lessor. Failure to pay so within the said time frame of fifteen (15) days, the Lessee shall be liable to pay as penal charges, an amount equal to twice the amount of the prevailing lease rent for the unexpired Lock-in-Period.




11.          Lease Tenure : This Lease Deed shall be initially valid for a period of 36 (Thirty six) months commencing from February 1, 2006 and renewable at the option of the Lessee for a further two periods of 3 (three) years each. In case the lease is renewed, the lease rentals shall continue with the cumulative escalation as mentioned in Clause No. 3 & 4 above and each lease term shall be terminable by the Lessee by giving a three months written notice to the Lessor. It is agreed that each renewal option given to the Lessee shall be subject to the same terms and conditions as herein contained except the increase in rent as provided in Clauses 3 & 4 above and the subsequent Lock In Period which shall be agreed upon mutually at the time of such renewals. Further, after the Lessee has exhausted its option for renewal for two further terms of three years each, any further renewal shall be on mutually agreed terms.


12.          Obstruction or Hindrance : The Lessee shall not in any manner obstruct or hinder the other occupants (i.e., other lessees) of the premises on the same floor or in the same building from using the common areas. The Lessee shall not commit any act, which may cause unreasonable nuisance to the other occupants. The Lessee shall ensure that no belonging of the Lessee shall be kept in the common areas. Lessor agrees that other occupants have agreed to the same provisions of this Clause 8. The Lessor shall ensure that no obstruction or hindrance is caused by any of the other occupants, obstructing free access or enjoyment of the said Premises by the Lessee.


13.          Usage of Premises & Interiors :


a.                The Lessee shall keep the interior of the said Premises in the same condition as they were in when the Lessee had taken the said premises and amenities from the Lessor, subject to normal wear and tear and subject to repairs and renovations carried out by the Lessee.


b.               Subject to what is contained herein, the Lessee shall at its sole cost repair and maintain the interior of the said Premises and the internal electrical, water, drainage, sewerage and other systems in the said Premises to keep it in good and tenantable condition.


c.                Except for the Lessee’s responsibilities as provided herein, the Lessor at its cost and expense shall keep the entire premises wind and watertight at all times, for the proper use of the said Premises and amenities including without limitation the building’s roof, founda

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